What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-04 · 214 added, 179 removed, 633 unchanged (38% of the section changed)

3 unchanged sentences

(In thousands, except par value and share data)

September 30,

2025 December 31, 2024

28 unchanged sentences

500,000,000 shares authorized;

24,237,197 and 23,494,487 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

25,919,415 and 23,494,487 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Class B common stock, par value $ 0.01 per share;

27,206 shares authorized;

27,206 shares issued and outstanding as of June 30, 2025 and December 31, 2024

27,206 shares issued and outstanding as of September 30, 2025 and December 31, 2024

Additional paid-in capital 344,639 310,031

11 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

15 unchanged sentences

Write-off and amortization of deferred financing fees and amortization of debt discount ( 215 ) ( 180 ) ( 637 ) ( 543 )

Loss on early extinguishment of debt

( 142 ) — ( 142 ) —

Interest income — 7 7 13

14 unchanged sentences

Net income $ 4,883 $ 1,349 $ 12,210 $ 2,638

Unrealized (loss) gain on derivative instruments ( 1,625 ) 14 ( 4,469 ) 2,833

Comprehensive income 3,047 1,046 2,858 4,121

Comprehensive income attributable to operating partnership unitholders’ non-controlling interests ( 690 ) ( 218 ) ( 648 ) ( 820 )

Comprehensive income attributable to common stockholders $ 2,357 $ 828 $ 2,210 $ 3,301

Unrealized loss on derivative instruments

( 533 ) ( 5,775 ) ( 5,002 ) ( 2,942 )

Comprehensive income (loss)

4,350 ( 4,426 ) 7,208 ( 304 )

Comprehensive income (loss) attributable to operating partnership unitholders’ non-controlling interests

( 956 ) 913 ( 1,604 ) 95

Comprehensive income (loss) attributable to common stockholders

$ 3,394 $ ( 3,513 ) $ 5,604 $ ( 209 )

The accompanying notes are an integral part of these unaudited consolidated financial statements.

33 unchanged sentences

Balance – June 30, 2025 24,264,403 $ 242 $ 318,914 $ 1,744 $ ( 70,098 ) $ 250,802 $ 73,752 $ 324,554

Net proceeds from sale of common stock 1,677,683 17 25,348 — — 25,365 — 25,365

Issuance of operating partnership units in connection with acquisition transactions

— — — — — — 715 715

Shares issued upon redemption of operating partnership units

14,320 — 190 — — 190 ( 190 ) —

Issuance and amortization of equity-based compensation, net of forfeitures

( 19,679 ) — 519 — — 519 592 1,111

Issuance and amortization under the ESPP

9,894 — 122 — — 122 — 122

Restricted stock withholdings — — ( 17 ) — — ( 17 ) — ( 17 )

Dividends and distributions — — — — ( 6,010 ) ( 6,010 ) ( 1,713 ) ( 7,723 )

Unrealized loss on derivative instruments — — — ( 416 ) — ( 416 ) ( 117 ) ( 533 )

Net income — — — — 3,810 3,810 1,073 4,883

Reallocation of non-controlling interest — — ( 437 ) — — ( 437 ) 437 —

Balance – September 30, 2025 25,946,621 $ 259 $ 344,639 $ 1,328 $ ( 72,298 ) $ 273,928 $ 74,549 $ 348,477

Balance – December 31, 2023 21,960,211 $ 219 $ 287,268 $ 4,621 $ ( 48,546 ) $ 243,562 $ 58,063 $ 301,625

20 unchanged sentences

Balance – June 30, 2024 22,744,912 $ 228 $ 296,886 $ 6,899 $ ( 58,533 ) $ 245,480 $ 64,052 $ 309,532

Net proceeds from sale of common stock 601,266 5 8,374 — — 8,379 — 8,379

Issuance of operating partnership units in connection with acquisition transactions — — — — — — 1,122 1,122

Issuance and amortization of equity-based compensation, net of forfeitures ( 1,738 ) — 759 — — 759 697 1,456

Issuance and amortization under the ESPP 8,912 — 118 — — 118 — 118

Restricted stock withholdings ( 12,961 ) — ( 184 ) — — ( 184 ) — ( 184 )

Dividends and distributions — — — — ( 5,579 ) ( 5,579 ) ( 1,452 ) ( 7,031 )

Unrealized loss on derivative instruments — — — ( 4,583 ) — ( 4,583 ) ( 1,192 ) ( 5,775 )

Net income — — — — 1,071 1,071 278 1,349

Reallocation of non-controlling interest — — 93 — — 93 ( 93 ) —

Balance – September 30, 2024 23,340,391 $ 233 $ 306,046 $ 2,316 $ ( 63,041 ) $ 245,554 $ 63,412 $ 308,966

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2 unchanged sentences

(in thousands)

For the Six Months Ended

For the Nine Months Ended

September 30,

Cash flows from operating activities:

5 unchanged sentences

Amortization of intangible liability ( 224 ) ( 181 )

Loss on early extinguishment of debt

Casualty and impairment losses 731 216

19 unchanged sentences

Repayments of secured borrowings ( 113 ) ( 107 )

Proceeds from term loans 40,000 —

Proceeds from revolving credit facility 93,000 57,000

12 unchanged sentences

Operating partnership units issued for property acquisitions

Unrealized (loss) gain on derivative instruments, net ( 4,469 ) 2,833

Unrealized loss on derivative instruments, net

( 5,002 ) ( 2,942 )

Reallocation of non-controlling interest 2,422 1,250

Transfer of investment properties, net to assets held for sale 637 —

Reclassification of acquisition deposits included in prepaid expenses and other assets 322 147

Write-off of fixed assets no longer in service — 25

Accrued capital expenditures included in accounts payable and accrued expenses 665 202

Reclassification of construction deposits included in prepaid expenses and other assets 56 63

Right of use assets, net 93 25

Accrued costs of capital included in accounts payable and accrued expenses 52 25

Transfer of investment properties, net to assets held for sale 637 3,657

Right of use assets, net 93 281

Shares issued upon redemption of operating partnership units

Write-off of fixed assets no longer in service — 62

Assumption of seller financing — 1,400

The accompanying notes are an integral part of these unaudited consolidated financial statements.

10 unchanged sentences

As the sole general partner of the Operating Partnership, the Company has the exclusive power under the partnership agreement to manage and conduct the Operating Partnership’s business, subject to limited approval and voting rights of the limited partners.

As of June 30, 2025, the Company held an approximately 77.3 % interest in the Operating Partnership.

As of September 30, 2025, the Company held an approximately 78.6 % interest in the Operating Partnership.

As the sole general partner and the majority interest holder, the Company consolidates the financial position and results of operations of the Operating Partnership.

The Operating Partnership is considered a variable interest entity (“VIE”) in which the Company is the primary beneficiary.

As of June 30, 2025, the Company owned a portfolio of 1,806 properties located in 49 states and one territory.

As of September 30, 2025, the Company owned a portfolio of 1,853 properties located in 49 states and one territory.

The Company’s properties are leased primarily to a single tenant, the United States Postal Service (the “USPS”).

14 unchanged sentences

Non-controlling interests are required to be presented as a separate component of equity in the Consolidated

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Balance Sheets.

23 unchanged sentences

Deferred Costs and Discounts

Financing costs related to the issuance of the Company’s long-term debt, including the term loan facility component of the Company's existing credit facilities (the "Credit Facilities"), are deferred and amortized as an increase to interest expense over the term of the related debt instrument using the straight-line method, which approximates the effective-interest rate method, and are reported as a reduction of the related debt balance on the Consolidated Balance Sheets.

Financing costs related to the issuance of the Company’s long-term debt, including the term loan facility component of the Company's Amended and Restated Credit Agreement, dated September 19, 2025 (the "Credit Facilities"), are deferred and amortized as an increase to interest expense over the term of the related debt instrument using the straight-line method, which approximates the effective-interest rate method, and are reported as a reduction of the related debt balance on the Consolidated Balance Sheets.

Deferred financing costs related to the revolving credit facility component (the "Revolving Credit Facility") of the Credit Facilities are deferred and amortized as an increase to interest expense over the terms of the Revolving Credit Facility and are included in “Prepaid expenses and other assets, net” on the Consolidated Balance Sheets.

1 unchanged sentence

The debt discounts are amortized to interest expense over the term of the related loans using the straight-line method, which approximates the effective-interest rate method, and are reported as a reduction of the related debt balance on the Consolidated Balance Sheets.

As of June 30, 2025 and December 31, 2024, the net unamortized debt discounts was $ 0.2 million.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of September 30, 2025 and December 31, 2024, the net unamortized debt discounts was $ 0.2 million .

Reclassifications

4 unchanged sentences

The following table provides a reconciliation of cash and escrows and reserves reported within the Consolidated Balance Sheets and Consolidated Statements of Cash Flows:

September 30,

2025 December 31,

5 unchanged sentences

Total escrows and reserves

$ 1,007 $ 744

Cash and escrows and reserves $ 2,339 $ 2,543

15 unchanged sentences

Reimbursable expenses for the advisory services, including those relating to

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

travel, out-of-pocket expenses, outside consultants and other outside service costs, are generally included in revenues and in general and administrative expenses in the period in which the expense is incurred.

2 unchanged sentences

However, considerable judgment is necessary to interpret market data and develop estimated fair value.

Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could have realized on disposition of the assets and liabilities as of June 30, 2025 and December 31, 2024.

Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could have realized on disposition of the assets and liabilities as of September 30, 2025 and December 31, 2024.

The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Cash, escrows and reserves, receivables, prepaid expenses and other assets (excluding derivatives), accounts payable and accrued expenses are carried at amounts which reasonably approximate their fair values as of June 30, 2025 and December 31, 2024 due to their short maturities.

Cash, escrows and reserves, receivables, prepaid expenses and other assets (excluding derivatives), accounts payable and accrued expenses are carried at amounts which reasonably approximate their fair values as of September 30, 2025 and December 31, 2024 due to their short maturities.

The fair value of the Company’s borrowings under its Credit Facilities approximates carrying value because such borrowings are subject to a variable market rate, which reprices frequently.

The fair value was determined using the Adjusted Term SOFR (as defined below) as of June 30, 2025 and December 31, 2024, plus an applicable spread under the Credit Facilities, a Level 2 classification in the fair value hierarchy.

The fair value of the Company’s secured borrowings aggregated approximately $ 29.5 million and $ 28.7 million as compared to the principal balance of $ 34.2 million and $ 34.3 million as of June 30, 2025 and December 31, 2024, respectively.

The fair value was determined using the Adjusted Term SOFR (as defined below) as of September 30, 2025 and December 31, 2024, plus an applicable spread under the Credit Facilities, a Level 2 classification in the fair value hierarchy.

The fair value of the Company’s secured borrowings aggregated approximately $ 29.8 million and $ 28.7 million as compared to the principal balance of $ 34.2 million and $ 34.3 million as of September 30, 2025 and December 31, 2024, respectively.

The fair value of the Company’s secured borrowings was categorized as a Level 3 fair value estimate (as provided by ASC 820, Fair Value Measurements and Disclosures) and was determined by discounting the future contractual interest and principal payments by a market rate.

3 unchanged sentences

The Company considers its own credit risk, as well as the credit risk of its counterparties, when evaluating the fair value of its derivative assets and liabilities.

As of June 30, 2025 and December 31, 2024, the fair value of the Company’s interest rate swap derivative assets was approximately $ 3.1 million and $ 6.7 million, respectively, included in “Prepaid expenses and other assets, net” on the Consolidated Balance Sheets.

As of June 30, 2025 and December 31, 2024, the fair value of the Company's interest rate swap derivative liabilities was approximately $ 1.1 million and $ 0.3 million, respectively, included in "Accounts payable, accrued expenses and other, net" on the Consolidated Balance Sheets.

Disclosures about fair value of assets and liabilities are based on pertinent information available to management as of June 30, 2025 and December 31, 2024.

Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since June 30, 2025 and current estimates of fair value may differ significantly from the amounts presented herein.

As of September 30, 2025 and December 31, 2024, the fair value of the Company’s interest rate swap derivative assets was approximate ly $ 2.6 million and $ 6.7 million, respectively, included in “Prepaid expenses and other assets, net” on the Consolidated Balance Sheets.

As of September 30, 2025 and December 31, 2024, the fair value of the Company's interest rate swap derivative liabilities was approximately $ 1.1 million and $ 0.3 million, respectively, included in "Accounts payable, accrued expenses and other, net" on the Consolidated Balance Sheets.

Disclosures about fair value of assets and liabilities are based on pertinent information available to management as of September 30, 2025 and December 31, 2024.

Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since September 30, 2025 and current estimates of fair value may differ significantly from the amounts presented herein.

Derivative Instruments and Hedging Activities

6 unchanged sentences

Assets Held for Sale

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The Company may sell properties from time to time for various reasons, including the exercise of purchase options by our tenants.

3 unchanged sentences

Following the classification of a property as “held for sale,” no further depreciation or amortization is recorded on the assets and the assets are recorded at the lower of carrying value or fair market value, less cost to sell.

The Company had one property classified as held for sale as of June 30, 2025 as a result of a tenant exercising a purchase option.

The Company had one property classified as held for sale as of September 30, 2025 as a result of a tenant exercising a purchase option .

No properties were classified as held for sale as of December 31, 2024.

6 unchanged sentences

The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results.

During the six months ended June 30, 2025, the Company assessed the recoverability of the carrying amount of its real estate and related intangibles.

During the nine months ended September 30, 2025, the Company assessed the recoverability of the carrying amount of its real estate and related intangibles.

The assessment resulted in the remeasurement of one property, based upon an accumulation of costs in excess of what was originally expected, and such property was written down to its estimated fair value and was classified as Level 3 in the fair value hierarchy.

2 unchanged sentences

The remeasurement resulted in an impairment loss of $ 0.1 million, which is included in "Casualty and impairment losses (gains), net" in the Company's Consolidated Statements of Operations and Comprehensive Income.

No impairments were recorded for the six months ended June 30, 2024.

No impairments were recorded for the nine months ended September 30, 2024.

The Company uses the held for sale impairment model for our properties classified as held for sale, which is different from the held and used impairment model.

1 unchanged sentence

Because of these two different models, it is possible for a long-lived asset previously classified as held and used to require the recognition of an impairment charge upon classification as held for sale.

The Company recorded an impairment of $ 0.2 million which is included in "Casualty and impairment losses (gains), net" in the Company's Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2025.

Concentration of Credit Risks

As of June 30, 2025, the Company’s properties were leased primarily to a single tenant, the USPS.

For the six months ended June 30, 2025, approximately 10.6 % of the Company’s total rental income, or $ 4.7 million, was concentrated in Pennsylvania.

For the six months ended June 30, 2024, approximately 12.2 % of the Company's total rental income, or $ 4.1 million, was concentrated in Pennsylvania.

As of September 30, 2025, the Company’s properties were leased primarily to a single tenant, the USPS.

For the nine months ended September 30, 2025, approximately 10.4 % of the Company’s total rental income, or $ 7.1 million , was concentrated in Pennsylvania.

For the nine months ended September 30, 2024, approximately 12.2 % of the Company's total rental income, or $ 6.4 million, was concentrated in Pennsylvania.

The ability of the USPS to honor the terms of its leases is dependent upon regulatory, economic, environmental or competitive conditions in Pennsylvania or other regions where the Company operates in and could have a material effect on the Company’s overall business results.

3 unchanged sentences

The Company accounts for equity-based compensation in accordance with ASC Topic 718 Compensation – Stock Compensation, which requires the Company to recognize an expense for the grant date fair value of equity-based awards.

Equity-classified stock awards granted to employees and non-employees that have a service condition and/or a market condition

are measured at fair value at date of grant and remeasured at fair value only upon a modification of the award.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Equity-classified stock awards granted to employees and non-employees that have a service condition and/or a market condition are measured at fair value at date of grant and remeasured at fair value only upon a modification of the award.

The Company records forfeitures as a reduction of equity-based compensation expense as such forfeitures occur.

3 unchanged sentences

Insurance Accounting

The Company carries liability insurance to mitigate its exposure to certain losses, including those relating to property damage and business interruption.

The Company's property and casualty insurance policies mitigate its exposure to certain losses, including those relating to property damage and business interruption.

The Company records the estimated amount of expected insurance proceeds for property damage and other losses incurred as an asset (typically a receivable from the insurer) and income up to the amount of the losses incurred when the amount is determinable and approved by the insurance company.

3 unchanged sentences

The Company calculates earnings per share ("EPS") based upon the weighted average shares outstanding less issued and outstanding non-vested shares of Class A common stock.

As of June 30, 2025 and 2024, the Company had unvested restricted shares of Class A common stock, long term incentive units of the Operating Partnership ("LTIP Units") and certain restricted stock units (“RSUs”), which provide for non-forfeitable rights to dividend and dividend equivalent payments.

As of September 30, 2025 and 2024, the Company had unvested restricted shares of Class A common stock, long term incentive units of the Operating Partnership ("LTIP Units") and certain restricted stock units (“RSUs”), which provide for non-forfeitable rights to dividend and dividend equivalent payments.

Accordingly, these unvested restricted shares of Class A common stock, LTIP Units and RSUs are considered participating securities and are included in the computation of basic and diluted EPS pursuant to the two-class method.

7 unchanged sentences

We are currently evaluating the potential impact of adopting ASU 2024-03.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Real Estate Transactions

The following table summarizes the Company’s acquisitions for the six months ended June 30, 2025.

The following table summarizes the Company’s acquisitions for the nine months ended September 30, 2025.

The purchase prices including transaction costs were allocated to the separately identifiable tangible and intangible assets and liabilities based on their relative fair values at the date of acquisition.

8 unchanged sentences

June 30, 2025 (4) 68 $ 8,402 $ 28,473 $ 269 $ 2,775 $ 11 $ ( 3,131 ) $ 68 $ 36,867

September 30, 2025 (5) 47 $ 16,902 $ 24,433 $ 594 $ 3,197 $ 37 $ ( 1,760 ) $ — $ 43,403

Total 151 $ 29,294 $ 65,485 $ 977 $ 7,164 $ 48 $ ( 6,306 ) $ ( 51 ) $ 96,611

2 unchanged sentences

Also, includes a below market ground lease intangible asset on four properties during the three months ended June 30, 2025 that is included in “Prepaid expenses and other assets, net" on the Consolidated Balance Sheets.

(2) Includes closing costs of approximately $ 0.5 million for the three months ended March 31, 2025 and $ 1.0 million for the three months ended June 30, 2025.

(2) Includes closing costs of approximately $ 0.5 million for the three months ended March 31, 2025, $ 1.0 million for the three months ended June 30, 2025 , and $ 1.1 million for the three months ended September 30, 2025.

(3) Includes the acquisition of 36 properties in various states in individual or portfolio transactions for a price of approximately $ 16.3 million, including closing costs, which was funded with both the issuance of OP Units to the sellers (valued at approximately $ 1.0 million using the share price of Class A common stock on the date of the issuance of such OP units) and cash consideration.

(4) Includes the acquisition of 68 properties in various states in individual or portfolio transactions for a price of approximately $ 36.9 million, including closing costs, which were funded with both the issuance of OP Units to the sellers (valued at approximately $ 5.0 million using the share price of Class A common stock on the date of each issuance of such OP units) and cash consideration.

(5) Includes the acquisition of 47 properties in various states in individual or portfolio transactions for a price of approximately $ 43.4 million, including closing costs, which were funded with both the issuance of OP Units to the sellers (valued at approximately $ 0.7 million using the share price of Class A common stock on the date of each issuance of such OP units) and cash consideration.

Sale of Real Estate

During the six months ended June 30, 2025, the Company sold one real estate property for net proceeds of $ 0.8 million and recorded a loss of $ 0.05 million.

During the nine months ended September 30, 2025, the Company sold one real estate property for net proceeds of $ 0.8 million and recorded a loss of $ 0.05 million.

Assets Held for Sale

During the three and six months ended June 30, 2025 as a result of a tenant exercising a purchase option for one property, the Company reclassified the carrying value consisting of $ 0.1 million of land and $ 0.5 million of buildings and other real estate assets to "Assets held for sale, net" on the Company's Consolidated Balance Sheet and liabilities held for sale of $ 0.1 million is included as "Accounts payable, accrued expenses and other, net" on the Company's Consolidated Balance Sheet.

During the nine months ended September 30, 2025 as a result of a tenant exercising a purchase option for one property, the Company reclassified the carrying value consisting of $ 0.1 million of land and $ 0.5 million of buildings and other real estate assets to "Assets held for sale, net" on the Company's Consolidated Balance Sheets and liabilities held for sale of $ 0.1 million is included as "Accounts payable, accrued expenses and other, net" on the Company's Consolidated Balance Sheets.

Refer to Note 2, Impairment of Long-lived Assets for further discussion.

Casualty and Impairment Losses (Gains), Net

During the three and six months ended June 30, 2025, the Company recognized $ 0.1 million and $ 0.6 million, respectively, in gross charges primarily related to the estimated net book value of several properties damaged and related repairs, offset by an estimated $ 0.6 million and $ 1.0 million, respectively, of related insurance claims, resulting in a net recovery of $ 0.5 million and

$ 0.4 million, respectively, included within “Casualty and impairment losses (gains), net” on the Consolidated Statement of Operations and Comprehensive Income.

During the three and nine months ended September 30, 2025, the Company recognized $ 0.1 million and $ 0.7 million, respectively, in gross charges primarily related to the estimated net book value of several properties damaged and related repairs, offset by an estimated $ 0.04 million and $ 1.1 million, respectively, of related insurance claims, resulting in a net loss of $ 0.1

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

million and a net gain of $ 0.3 million, respectively, included within “Casualty and impairment losses (gains), net” on the Consolidated Statement of Operations and Comprehensive Income.

During the three and nine months ended September 30, 2024, the Company recorded a casualty loss of $ 0.2 million reflecting the net book value of such asset damaged as a result of vandalism included within "Casualty and impairment losses" in the Consolidated Statement of Operations and Comprehensive (Loss) Income.

The Company expects insurance proceeds to cover substantially all of such loss subject to applicable deductibles.

1 unchanged sentence

No determination has been made as to the total amount of timing of insurance payments that may be received as a result of the events.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Intangible Assets and Liabilities

3 unchanged sentences

(in thousands)

June 30, 2025:

September 30, 2025:

In-place lease intangibles

13 unchanged sentences

( 29,069 ) 12,898 ( 16,171 )

Amortization of in-place lease intangibles was $ 1.8 million and $ 3.5 million for the three and six months ended June 30, 2025, respectively, and $ 2.0 million and $ 3.8 million for the three and six months ended June 30, 2024, respectively.

Amortization of in-place lease intangibles was $ 1.8 million and $ 5.3 million for the three and nine months ended September 30, 2025, respectively, and $ 2.0 million and $ 5.8 million for the three and nine months ended September 30, 2024, respectively.

This amortization is included in “Depreciation and amortization” in the Consolidated Statements of Operations and Comprehensive Income.

Amortization of acquired above-market leases was $ 0.03 million and $ 0.06 million for the three and six months ended June 30, 2025, respectively, and $ 0.04 million and $ 0.09 million for the three and six months ended June 30, 2024, respectively, and is included in “Rental income” in the Consolidated Statements of Operations and Comprehensive Income.

Amortization of other intangibles was $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2025, respectively, and $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2024, respectively, and is included in "Rental income" in the Consolidated Statements of Operations and Comprehensive Income.

Amortization of acquired below-market leases was $ 0.9 million and $ 1.6 million for the three and six months ended June 30, 2025, respectively, and $ 0.8 million and $ 1.5 million for the three and six months ended June 30, 2024, respectively, and is included in “Rental income” in the Consolidated Statements of Operations and Comprehensive Income.

Amortization of acquired above-market leases was $ 0.03 million and $ 0.1 million for the three and nine months ended September 30, 2025, respectively, and $ 0.04 million and $ 0.1 million for the three and nine months ended September 30, 2024, respectively, and is included in “Rental income” in the Consolidated Statements of Operations and Comprehensive Income.

Amortization of other intangibles was $ 0.1 million an d $ 0.3 million for the three and nine months ended September 30, 2025, respectively, and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2024, respectively, and is included in "Rental income" in the Consolidated Statements of Operations and Comprehensive Income.

Amortization of acquired below-market leases was $ 0.9 million and $ 2.6 million for the three and nine months ended September 30, 2025, respectively, and $ 0.8 million and $ 2.3 million for the three and nine months ended September 30, 2024, respectively, and is included in “Rental income” in the Consolidated Statements of Operations and Comprehensive Income.

Future amortization/accretion of these intangibles is below (in thousands):

9 unchanged sentences

$ 14,526 $ 255 $ ( 638 ) $ ( 19,893 )

The following table summarizes the Company’s indebtedness as of June 30, 2025 and December 31, 2024 (dollars in thousands):

The following table summarizes the Company’s indebtedness as of September 30, 2025 and December 31, 2024 (dollars in thousands):

Balance as of

September 30,

2025 Outstanding

1 unchanged sentence

2024 Interest

September 30,

2025 Maturity Date

1 unchanged sentence

$ 25,000 $ 14,000 SOFR+ 150 bps (2)

2021 Term Loan (1)

November 2029

2030 Term Loan (formerly 2021 Term Loan) (1)

115,000 75,000 SOFR+ 145 bps (2)

2022 Term Loan (1)

2028 Term Loan (formerly 2022 Term Loan) (1)

175,000 175,000 SOFR+ 145 bps (2)

17 unchanged sentences

Explanatory Notes :

(1) On August 9, 2021, the Company had entered into the Credit Facilities, which initially included the $ 150.0 million Revolving Credit Facility and the $ 50.0 million 2021 Term Loan.

On May 11, 2022, the Company amended the Credit Facilities (the "First Amendment") to, among other things, add a new $ 75.0 million senior unsecured delayed draw term loan facility (the "2022 Term Loan" and, together with the 2021 Term Loan, the "Term Loans"), replace the LIBOR with the Secured Overnight Financing Rate ("SOFR") as the benchmark interest rate and allow for a decrease in the applicable margin by 0.02 % if the Company achieves certain sustainability targets.

On December 6, 2022, the Company exercised $ 40.0 million of term loan accordion under the 2022 Term Loan.

On July 24, 2023, the Company amended the Credit Facilities (the "Second Amendment") to, among other things, add a daily simple SOFR-based option to the term SOFR-based floating interest rate option as a benchmark rate for borrowings under the Credit Facilities and further exercised $ 35.0 million of accordion under the Term Loans.

On October 25, 2024, the Company amended the Credit Facilities (the "Third Amendment") to, among other things, increase the 2022 Term Loan commitments in an aggregate principal amount of up to $ 50.0 million in which the Company further exercised $ 40.0 million under the 2022 Term Loan, and on a delayed-draw basis, $ 10.0 million.

The Credit Facilities include an accordion feature which permits the Company to borrow up to an additional (i) $ 150.0 million under the Revolving Credit Facility and (ii) $ 50.0 million under the Term Loans, subject to customary terms and conditions.

The Revolving Credit Facility matures in January 2026, which may be extended for two six-month periods subject to customary conditions, the 2021 Term Loan matures in January 2027 and the 2022 Term Loan matures in February 2028.

Borrowings under the Credit Facilities carry an interest rate of, (i) in the case of the Revolving Credit Facility, either a base rate plus a margin ranging from 0.5 % to 1.0 % per annum or Adjusted Term SOFR (as defined below) plus a margin ranging from 1.5 % to 2.0 % per annum, or (ii) in the case of the Term Loans, either a base rate plus a margin ranging from 0.45 % to 0.95 % per annum or Adjusted Term SOFR plus a margin ranging from 1.45 % to 1.95 % per annum, in each case depending on the Company's consolidated leverage ratio.

With respect to the Revolving Credit Facility, the Company will pay, if the usage is equal to or less than 50 %, an unused facility fee of 0.20 % per annum, or if the usage is greater than 50 %, an unused facility fee of 0.15 % per annum, in each case on the average daily unused

(1) The Company entered into a Credit Agreement, on August 9, 2021, as amended from time-to-time (the "Prior Credit Facilities") which included a (i) $ 150.0 million Revolving Credit Facility.

(ii) $ 75.0 million unsecured term loan and (iii) $ 175.0 million senior unsecured delayed draw term loan.

On September 19, 2025 (the "CF Closing Date"), the Company amended and restated the Prior Credit Facilities in their entirety to provide for a (1) $ 150.0 million senior unsecured revolving credit facility (the "Revolving Credit Facility") and (2) $ 290 million term loan facility consisting of a (I) $ 175.0 million delayed drawn term loan (the "2028 Term Loan"), all of which was previously advanced to the Company under the Prior Credit Facilities and (II) $ 115.0 million senior unsecured term loan (the “2030 Term Loan,” and, collectively with the 2028 Term Loan, the "Term Loans").

The 2030 Term Loan consists of (x) the $ 75.0 million senior unsecured term loan previously advanced under the Prior Credit Facility which remained outstanding as of the CF Closing Date and (y) $ 40.0 million of new term loans advanced to the Company on the CF Closing Date.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

commitments under the Revolving Credit Facility.

(2) The Credit Facilities include an accordion feature which permits the Company to borrow up to an additional (i) $ 150.0 million under the Revolving Credit Facility and (ii) $ 100.0 million under the Term Loans, subject to customary terms and conditions.

The Revolving Credit Facility matures in November 2029, the 2030 Term Loan matures in January 2030 and the 2028 Term Loan matures in February 2028.

Each of the Revolving Credit Facility and the 2030 Term Loan Facility may be extended for one twelve-month period at the Company's sole option.

The Credit Facilities contain a number of customary financial and non-financial covenants.

During the three and six months ended June 30, 2025, the Company incurred $ 0.05 million and $ 0.1 million, respectively, and during the three and six months ended June 30, 2024, the Company incurred $ 0.06 million and $ 0.1 million, respectively, of unused facility fees related to the Revolving Credit Facility.

As of June 30, 2025, the Company was in compliance with all of the Credit Facilities’ debt covenants.

(2) Based upon the applicable SOFR rate plus a SOFR adjustment of 0.10 %, subject to a 0 % floor (the “Adjusted Term SOFR”) .

During the three and nine months ended September 30, 2025, the Company incurred $ 0.05 million and $ 0.2 million , respectively, and during the three and nine months ended September 30, 2024, the Company incurred $ 0.05 million and $ 0.2 million, respectively, of unused facility fees related to the Revolving Credit Facility.

As of September 30, 2025, the Company was in compliance with all of the Credit Facilities’ debt covenants.

In addition, due to the amendment of the Credit Facilities, the Company recognized a loss on extinguishment of debt of $ 0.1 million, which is comprised of a $ 0.06 million loss from the write-off of unamortized debt issuance costs attributable to a previous creditor in the Revolving Credit Facility and 2030 Term Loan portions of our Prior Credit Facilities not participating in such respective portions of our current Credit Facilities and $ 0.08 million of third-party fees associated with the modification of our Term Loans.

(2) Based upon the applicable SOFR rate (subject to a 0 % floor), plus, solely for periods prior to the CF Closing Date, a SOFR adjustment of 0.10 % (such rate, as of any date of determination, the “Adjusted Term SOFR”).

The Adjusted Term SOFR may also be decreased by 0.02 % if the Company achieves certain sustainability targets

(3) Five properties are collateralized under this loan and Mr.

10 unchanged sentences

(8) In connection with the acquisition of two properties, the Company obtained seller financing secured by the properties in the amount of $ 1.4 million based on a fixed interest rate of 5.00 % with interest-only payments through September 1, 2039.

The weighted average maturity date for the Company's indebtedness as of June 30, 2025 and December 31, 2024 was approximately 2.5 years and 3.2 years, respectively.

The scheduled principal repayments of indebtedness as of June 30, 2025 are as follows (in thousands):

The weighted average maturity date for the Company's indebtedness as of September 30, 2025 and December 31, 2024 was approximately 3.5 years and 3.2 years , respectively.

The scheduled principal repayments of indebtedness as of September 30, 2025 are as follows (in thousands):

Year Ending December 31, Amount

2025 - Remaining $ 5

Explanatory Note :

(1) The Revolving Credit Facility matures in January 2026, which may be extended for two six-month periods.

The Company is currently exploring various refinancing options (the "Refinancing") and believes that it will be successful in extending or Refinancing the Revolving Credit Facility.

Thereafter 146,107

Derivatives and Hedging Activities

As of June 30, 2025, the Company had nine interest rate swaps with a total notional amount of $ 250.0 million that are used to manage its interest rate risk and fix the SOFR component on the term loans of the Credit Facilities:

As of September 30, 2025, the Company had 11 interest rate swaps with a total notional amount of $ 290.0 million that are used to manage its interest rate risk and fix the SOFR component on the term loans of the Credit Facilities:

Notional Amount ($ in thousands) Fixed Rate (1)

9 unchanged sentences

$ 10,000 5.472 % November 2024 February 2028

$ 10,000 4.755 % September 2025 January 2030

$ 30,000 4.723 % September 2025 January 2030

Explanatory Note :

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The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as cash flow hedges.

The table below presents the effect of the Company’s interest rate swap derivative instruments in the Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2025 and 2024 (in thousands):

The table below presents the effect of the Company’s interest rate swap derivative instruments in the Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2025 and 2024 (in thousands):

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) 2025 2024 2025 2024

3 unchanged sentences

$ 903 $ 1,319 $ 2,675 $ 3,977

"Interest expense, net" presented in the Consolidated Statements of Operations and Comprehensive Income, in which the effects of cash flow hedges are recorded, totaled $ 4.0 million and $ 7.7 million for the three and six months ended June 30, 2025, respectively, and $ 3.1 million and $ 5.9 million for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, the Company also had derivatives in a net liability position and did not post any collateral related to these agreements.

If the Company had breached any of these provisions as of June 30, 2025, it could have been required to

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

settle its obligations under the agreements of any interest rate swap in a net liability position for approximately $ 1.1 million, which is at their termination value.

"Interest expense, net" presented in the Consolidated Statements of Operations and Comprehensive Income, in which the effects of cash flow hedges are recorded, totaled $ 4.3 million and $ 11.9 million for the three and nine months ended September 30, 2025, respectively, and $ 3.4 million and $ 9.3 million for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, the Company also had derivatives in a liability position and did not post any collateral related to these agreements.

If the Company had breached any of these provisions as of September 30, 2025, it could have been required to settle its obligations under the agreements of any interest rate swap in a liability position for approximately $ 1.1 million, which is at their termination value.

Lessor Accounting

As of June 30, 2025, the Company's properties were leased primarily to the USPS, with leases expiring at various dates through October 31, 2035.

Certain leases had expired and were in holdover status as of June 30, 2025 as discussed below.

As of September 30, 2025, the Company's properties were leased primarily to the USPS, with leases expiring at various dates through December 31, 2038.

Certain leases had expired and were in holdover status as of September 30, 2025 as discussed below.

Certain leases contain renewal, termination and/or purchase options exercisable at the lessee’s election.

8 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

$ 23,692 $ 18,772 $ 67,902 $ 52,740

Future minimum lease payments to be received as of June 30, 2025 (excluding base rental payments from properties classified as held for sale under non-cancellable operating leases for the next five years and thereafter are as follows (in thousands):

Future minimum lease payments to be received as of September 30, 2025 (excluding base rental payments from properties classified as held for sale under non-cancellable operating leases for the next five years and thereafter are as follows (in thousands):

Year Ending December 31, Amount (1)(2)

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(1) The above minimum lease payments to be received do not include reimbursements from tenants for real estate taxes and other reimbursed expenses.

(2) As of June 30, 2025, the leases at three of the Company's properties were expired and the USPS was occupying such properties as a holdover tenant.

As such, the above minimum lease payments to be received do not include payments under these holdover leases.

(2) As of September 30, 2025, the lease at one of the Company's properties was expired and the USPS was occupying such property as a holdover tenant.

As such, the above minimum lease payments to be received do not include payments under this holdover lease.

Holdover rent is typically paid as the greater of estimated market rent or the rent amount due under the expired lease.

Purchase Option Provisions

As of June 30, 2025, operating leases for 90 of the Company’s properties provided the USPS with the option to purchase the underlying property either at fair market value or at fixed prices (1) , in each case as of dates set forth in the lease.

As of June 30, 2025, 87 of these properties had an aggregate carrying value of approximately $ 66.0 million with an aggregate purchase option price of approximately $ 85.4 million and the remaining three properties had an aggregate carrying value of approximately $ 2.9 million with purchase options exercisable at fair market value.

During the three and six months ended June 30, 2025, a tenant exercised a purchase option.

As of September 30, 2025, operating leases for 91 of the Company’s properties provided the USPS with the option to purchase the underlying property either at fair market value or at fixed prices (1) , in each case as of dates set forth in the lease.

As of September 30, 2025, 87 of these properties had an aggregate carrying value of approximately $ 66.7 million with an aggregate purchase option price of approximately $ 88.4 million and the remaining four properties had an aggregate carrying value of approximately $ 3.8 million with purchase options exercisable at fair market value.

During the nine months ended September 30, 2025, a tenant exercised a purchase option .

Refer to Note 2, Assets Held for Sale for further discussion.

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Investment in Financing Leases, Net

As of June 30, 2025 and December 31, 2024, financing leases for two of the Company's properties provide the USPS with the option to purchase the underlying property at fixed prices as of dates set forth in the lease agreement.

The components of the Company’s net investment in financing leases as of June 30, 2025 and December 31, 2024 are summarized in the table below (in thousands):

As of September 30, 2025 and December 31, 2024, financing leases for two of the Company's properties provide the USPS with the option to purchase the underlying property at fixed prices as of dates set forth in the lease agreement.

The components of the Company’s net investment in financing leases as of September 30, 2025 and December 31, 2024 are summarized in the table below (in thousands):

September 30,

Total minimum lease payment receivable

3 unchanged sentences

Investment in financing leases, net $ 15,874 $ 15,951

Revenue earned under direct financing leases for each of the three and six months ended June 30, 2025 and 2024 were $ 0.3 million and $ 0.5 million, respectively, which is recorded in "Fee and other" in the Consolidated Statements of Operations and Comprehensive Income.

Future lease payments to be received under the Company’s direct financing leases as of June 30, 2025 for the next five years and thereafter are as follows (in thousands):

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Revenue earned under direct financing leases for each of the three and nine months ended September 30, 2025 and 2024 wer e $ 0.3 million and $ 0.8 million, respectively, which is recorded in "Fee and other" in the Consolidated Statements of Operations and Comprehensive Income.

Future lease payments to be received under the Company’s direct financing leases as of September 30, 2025 for the next five years and thereafter are as follows (in thousands):

Year Ending December 31, Amount

2 unchanged sentences

As a lessee, the Company has ground and office leases which were classified as operating leases.

As of June 30, 2025, these leases had remaining terms, including renewal options, of 0.1 years to 57.5 years and a weighted average remaining lease term of 18.5 years.

As of September 30, 2025, these leases had remaining terms, including renewal options, of 0.4 years to 57.3 years and a weighted average remaining lease term of 18.3 years.

Operating right-of-use ("ROU") assets and lease liabilities are included in “Prepaid expenses and other assets, net” and “Accounts payable, accrued expenses and other, net” on the Consolidated Balance Sheets as follows (in thousands):

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30,

ROU asset – operating leases

7 unchanged sentences

The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.

Operating lease expense for the three and six months ended June 30, 2025 and 2024 was $ 0.09 million and $ 0.2 million, respectively, and $ 0.07 million and $ 0.1 million , respectively.

Operating lease expense for the three and nine months ended September 30, 2025 and 2024 was $ 0.09 million and $ 0.3 million , respectively, and $ 0.07 million and $ 0.2 million, respectively.

Related Party Transactions for more details.

Future minimum lease payments to be paid by the Company as a lessee for operating leases as of June 30, 2025 for the next five years and thereafter are as follows (in thousands):

Future minimum lease payments to be paid by the Company as a lessee for operating leases as of September 30, 2025 for the next five years and thereafter are as follows (in thousands):

2025 — Remaining $ 85

4 unchanged sentences

REAC has generated income, resulting in federal and state corporate income tax liability for REAC.

For the three and six months ended June 30, 2025, income tax expense related to REAC was zero and $ 0.01 million, respectively.

For the three and six months ended June 30, 2024, income tax expense related to REAC was $ 0.02 million and $ 0.03 million, respectively.

There was no income tax expense related to REAC for the three months ended September 30, 2025 and $ 0.01 million for the nine months ended September 30, 2025.

For the three and nine months ended September 30, 2024, income tax expense related to REAC was $ 0.02 million and $ 0.05 million, respectively.

Related Party Transactions

Transition and General Release Agreement with Former Chief Financial Officer

On June 18, 2025 (the "Transition Date"), Robert B.

Klein announced his intention to resign from his role as Chief Financial Officer of the Company but continued as an employee of the Company through June 30, 2025 (the “Separation Date,” the period from the Transition Date to the Separation Date is referred to as the “Transition Period”).

Subject to the terms of Transition and General Release Agreement dated June 18, 2025 between the Company and Mr.

Klein (the “Transition Agreement”), Mr.

Klein will provide consulting services to the Company beginning on the day following the Separation Date until the date the Company files its Form 10-Q for the period ending June 30, 2025 (the “Completion Date” and such period, the

“Consulting Period”).

Klein will continue serving as the Company’s principal financial officer through the end of the Consulting Period.

The Transition Agreement sets forth Mr.

Klein’s separation benefits and the terms pursuant to which Mr.

Klein will assist the Company in the transition of his roles through the Transition Period and the Consulting Period.

During each of the Transition Period and the Consulting Period, Mr.

Klein will continue to oversee and assist with the preparation of the Company’s Form 10-Q for the period ending on June 30, 2025 and, unless the Company determines otherwise, shall sign the Form 10-Q (and any related documentation) in his capacity as principal financial officer (the “Transition Support Duties”).

In accordance with the Transition Agreement, during the Transition Period, subject to Mr.

Klein’s performance of the Transition Support Duties, the Company will pay Mr.

Klein his regular base salary, less applicable taxes, withholdings and deductions payable in accordance with the Company’s current payroll practices and Mr.

Klein shall be entitled to continue to participate in any employee benefit plan that the Company has adopted or may adopt, until the Separation Date.

As set forth in the Transition Agreement, pursuant to the terms of the Company's 2019 Equity Incentive Plan (the “Equity Plan”), including, but not limited to, the Alignment of Interest Program under the Equity Plan (the “AOI”), and the award agreements issued thereunder (the “Award Agreements” and collectively with the Equity Plan and AOI, the “Equity Plan Governing Documents”) Mr.

Klein has been granted certain equity awards which remain outstanding, unconverted and unvested as of the Separation Date (the “Unvested Awards”).

Klein fully complies with the terms and conditions set forth in the Transition Agreement, including the execution of the supplemental release attached thereto and performance of the Transition Support Duties, the Company will pay Mr.

Klein a gross amount equal to $ 500,000 , less applicable taxes, withholdings and deductions (the “Consideration”).

The Company will pay the Consideration in part by accelerating the vesting of 28,000 Unvested Awards (as determined in the Company’s sole discretion) (the “Selected Awards”), with the remainder to be paid in cash.

The terms governing the acceleration of the Selected Awards and the payment of the Consideration are described in the Transition Agreement.

Notwithstanding anything to the contrary in any Equity Plan Governing Document, (i) Mr.

Klein’s Unvested Awards, other than the Selected Awards, will automatically and immediately be cancelled and forfeited, and will lapse for no consideration, effective as of July 1, 2025, (ii) the Selected Awards will remain outstanding and eligible to vest following the Separation Date in accordance with the terms of the Transition Agreement and (iii) to the extent the Consideration is not earned, the Selected Awards will automatically and immediately be cancelled and forfeited and will lapse for no consideration, effective as of the Completion Date (or such earlier date as determined by the Company, in its sole discretion).

Pursuant to the terms of the Transition Agreement, Mr.

Klein will be subject to continued compliance with confidentiality, non-disparagement and cooperation covenants.

In conjunction with the Company's search for a new Chief Financial Officer, the Company has retained an executive search firm that employs an immediately family member of one of our directors.

Jeremy Garber, who immediately prior to Mr.

Klein's resignation as Chief Financial Officer of the Company was the Company's President, Secretary and Treasurer, is serving as the interim Chief Financial Officer of the Company while the search for Mr.

Klein's successor is completed.

Management Fee Income

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The Amended Management Agreements also provide that, to the extent REAC provides services in connection with the financing of managed properties, REAC shall be entitled to an additional $ 5,000 fee per property being financed, whether such properties are financed individually, as part of a portfolio or pooled, provided that the total fees payable shall not exceed $ 50,000 per financing transaction.

The Amended Management Agreements were unanimously approved by an independent Special Committee of the Company's Board of Directors (the "Board") consisting of all members of the Board other than Mr.

REAC recognized management fee income of $ 0.2 million and $ 0.8 million for the three and nine months ended September 30, 2025, respectively, and $ 0.4 million and $ 1.0 million for the three and nine months ended September 30, 2024, respectively, from various parties which were affiliated with the Company's CEO.

These amounts are included in “Fee and other” in the Consolidated Statements of Operations and Comprehensive Income.

Accrued management fees receivable of $ 0.2 million and $ 0.4 million as of September 30, 2025 and December 31, 2024, respectively, are included in “Rent and other receivables” on the Consolidated Balance Sheets.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Management Agreements were unanimously approved by an independent Special Committee of the Company's Board of Directors (the "Board") consisting of all members of the Board other than Mr.

REAC recognized management fee income of $ 0.2 million and $ 0.6 million for the three and six months ended June 30, 2025, respectively, and $ 0.3 million and $ 0.7 million for the three and six months ended June 30, 2024, respectively, from various parties which were affiliated with the Company's CEO.

These amounts are included in “Fee and other” in the Consolidated Statements of Operations and Comprehensive Income.

Accrued management fees receivable of $ 0.2 million and $ 0.4 million as of June 30, 2025 and December 31, 2024, respectively, are included in “Rent and other receivables” on the Consolidated Balance Sheets.

Related Party Lease

7 unchanged sentences

The 2025 Office Lease was approved by a special committee of the Company’s Board of Directors consisting of four independent directors.

Rental expenses associated with the Office Leases for the three and six months ended June 30, 2025 and 2024 were $ 0.06 million and $ 0.1 million, respectively, and $ 0.05 million and $ 0.1 million, respectively, and was recorded in “General and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Income.

Rental expenses associated with the Office Leases for the three and nine months ended September 30, 2025 and 2024 were $ 0.06 million and $ 0.2 million , respectively, and $ 0.05 million and $ 0.1 million, respectively, and was recorded in “General and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Income.

The Company determined the Office Leases were an operating lease.

7 unchanged sentences

As disclosed above in Note 5.

Spodek personally guaranteed a portion of or the entire amount outstanding under the Company's loans with First Oklahoma Bank and Vision Bank, totaling $ 1.8 million and $ 1.8 million as of June 30, 2025 and December 31, 2024, respectively.

As a guarantor, Mr.

4 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

20 unchanged sentences

The following table summarizes the activity under the ATM Program for the period presented (dollars and shares issued in thousands, except per share amounts).

During the three and six months ended June 30, 2025, 529,828 and 669,454 shares, respectively, were issued under the ATM program.

During the three and six months ended June 30, 2024, 57,993 and 634,080 shares, respectively, were issued under the ATM program.

As of June 30, 2025, the Company had approximately $ 83.9 million remaining that may be issued under the ATM Program.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

During the three and nine months ended September 30, 2025, 1,677,683 and 2,347,137 shares, respectively, were issued under the ATM program.

During the three and nine months ended September 30, 2024, 601,266 and 1,235,346 shares, respectively, were issued under the ATM program.

As of September 30, 2025, the Company had approximately $ 57.9 million remaining that may be issued under the ATM Program.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Dividends and Distributions

During the three and six months ended June 30, 2025, the Company's Board of Directors approved and the Company declared and paid dividends or distributions, as applicable, of $ 7.6 million and $ 14.9 million, respectively to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $ 0.2425 and $ 0.485 per share or unit, respectively as shown in the table below.

During the three and nine months ended September 30, 2025, the Company's Board of Directors approved and the Company declared and paid dividends or distributions, as applicable, of $ 7.7 million and $ 22.7 million, respectively to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $ 0.2425 and $ 0.7275 per share or unit, respectively as shown in the table below.

Declaration Date Record Date Date Paid Amount Per Share or Unit

1 unchanged sentence

April 21, 2025 May 1, 2025 May 30, 2025 $ 0.2425

July 20, 2025 July 31, 2025 August 29, 2025 $ 0.2425

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Non-controlling Interests

Non-controlling interests in the Company represent OP Units held by the Company's prior investors and certain sellers of properties to the Company and LTIP Units primarily issued to the Company’s employees and the Board of Directors in connection with the IPO and/or as a part of their compensation.

During the six months ended June 30, 2025, the Company issued 219,335 LTIP Units to the Company’s CEO for his 2024 incentive bonus, his election to defer 100 % of his 2025 annual salary and for long term incentive compensation, 90,909 LTIP Units to the Company’s President for his 2024 incentive bonus, 12,952 LTIP Units to the Company's Principal Financial Officer for his long term incentive compensation, 46,944 LTIP Units in May 2025 to the Board of Directors for their annual retainers as compensation for their services and for long term incentive compensation and 121,913 LTIP Units to certain other employees for their 2024 incentive bonus and for long term incentive compensation.

As of June 30, 2025 and December 31, 2024, non-controlling interests consisted of 5,463,804 OP Units and 1,722,799 LTIP Units and 4,998,738 OP Units and 1,241,944 LTIP Units, respectively.

This represented approximately 22.7 % and 20.9 % of the outstanding Operating Partnership units as of June 30, 2025 and December 31, 2024, respectively.

During the nine months ended September 30, 2025, the Company issued 219,335 LTIP Units to the Company’s CEO for his 2024 incentive bonus, his election to defer 100 % of his 2025 annual salary and for long term incentive compensation, 90,909 LTIP Units to the Company’s President for his 2024 incentive bonus, 46,944 LTIP Units in May 2025 to the Board of Directors for their annual retainers as compensation for their services and for long term incentive compensation, 121,913 LTIP Units to certain other employees for their 2024 incentive bonus and for long term incentive compensation and 3,998 LTIP Units to a consultant under the consultancy agreement with the Company

As of September 30, 2025 and December 31, 2024, non-controlling interests consisted of 5,494,798 OP Units and 1,614,079 LTIP Units and 4,998,738 OP Units and 1,241,944 LTIP Units, respectively.

This represented approximately 21.4 % and 20.9 % of the outstanding Operating Partnership units as of September 30, 2025 and December 31, 2024, respectively.

OP Units and shares of Class A common stock generally have the same economic characteristics, as they share equally in the total net income or loss and distributions of the Operating Partnership.

Beginning on or after the date which is 12 months after the date on which a person first became a holder of common units, each limited partner and assignees of limited partners will generally have the right, subject to the terms and conditions set forth in the partnership agreement, to require the Operating Partnership to redeem all or a portion of the OP Units held by such limited partner or assignee in exchange for cash, or at the Company's sole discretion, shares of Class A common stock, on an one -for-one basis determined in accordance with and subject to adjustment under the partnership agreement.

During the six months ended June 30, 2025, 11,198 LTIP Units were redeemed for 11,198 OP Units (the "Converted Units").

The Converted United were then immediately redeemed for 11,198 shares of Class A common stock (such transaction, including the transaction governing the Converted Units, the "Conversion").

In connection with the Conversion, the Company adjusted the carrying value of non-controlling interests to reflect its share of the book value of the Operating Partnership reflecting the change in the Company’s ownership of the Operating Partnership.

During the nine months ended September 30, 2025, (i) 11,198 LTIP Units were redeemed for 11,198 OP Units (the "Converted LTIP Units") and (ii) 25,518 OP Units (inclusive of the Converted LTIP Units) were redeemed for 25,518 shares of Class A common stock.

During the nine months ended September 30, 2024, 52,778 OP Units were redeemed for 52,778 shares of Class A common stock.

For redemption of OP Units using shares of Class A common stock, the Company adjusted the carrying value of non-controlling interests to reflect its share of the book value of the Operating Partnership reflecting the change in the Company’s ownership of the Operating Partnership.

Such adjustments are recorded to additional paid-in capital as a reallocation of non-controlling interest in the Consolidated Statements of Changes in Equity.

1 unchanged sentence

Restricted Stock and Other Awards

Pursuant to the Postal Realty Trust Inc., 2019 Equity Incentive Plan, (the "Plan"), the Company may grant equity incentive awards to its directors, officers, employees and consultants.

As of June 30, 2025, the remaining shares available under the Plan for future issuance was 945,434 .

Pursuant to the Postal Realty Trust Inc.

2019 Equity Incentive Plan, (the "Plan"), the Company may grant equity incentive awards to its directors, officers, employees and consultants.

As of September 30, 2025, the remaining shares available under the Plan for future issuance was 1,076,369 .

The Plan provides for grants of stock options, stock awards, stock appreciation rights, performance units, incentive awards, other equity-based awards (including LTIP Units) and dividend equivalents in connection with the grant of performance units and other equity-based awards.

The following table presents a summary of the Company's outstanding restricted shares of Class A common stock, LTIP Units and RSUs.

The balance as of June 30, 2025 represents unvested restricted shares of Class A common stock and LTIP Units and RSUs that are outstanding, whether vested or not:

The balance as of September 30, 2025 represents unvested restricted shares of Class A common stock and LTIP Units and RSUs that are outstanding, whether vested or not:

Shares (1)(2)

6 unchanged sentences

( 85,500 ) — ( 1,442 ) ( 86,942 ) $ 15.20

Forfeited (5)

( 46,570 ) ( 112,718 ) ( 87,628 ) ( 246,916 ) $ 14.68

Outstanding, as of June 30, 2025 527,147 1,722,799 402,675 2,652,621 $ 15.10

Outstanding, as of September 30, 2025 477,452 1,614,079 362,052 2,453,583 $ 15.09

Explanatory Notes :

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(2) The time-based restricted share awards granted to the Company's officers and employees typically vest in three annual installments or cliff vest at the end of three years , five years or eight years .

(3) Includes 219,335 LTIP Units granted to the Company’s CEO, 90,909 LTIP Units granted to the Company’s President and 12,952 LTIP Units granted to the Company's Principal Financial Officer, which vest over three years or cliff vest at the end of eight years .

Also, includes 46,944 LTIP Units granted to the Company's independent directors that vest over three years or cliff vest at the end of three years and 121,913 LTIP Units granted to certain other employees of the Company, certain of which vested fully on the date of grant with the remaining vesting over three years or cliff vest at the end of eight years .

(4) Includes 90,362 RSUs granted to certain officers and employees of the Company during the six months ended June 30, 2025, subject to the achievement of a service condition and a market condition.

18,460 restricted shares were cancelled in connection with the departure of the Company's former Chief Financial Officer for his long term incentive compensation.

(3) Includes 219,335 LTIP Units granted to the Company’s CEO, 90,909 LTIP Units granted to the Company’s President and 12,952 LTIP Units granted to the Company's former Chief Financial Officer.

Also, includes 46,944 LTIP Units granted to the Company's independent directors that vest over three years or cliff vest at the end of three years , 121,913 LTIP Units granted to certain other employees of the Company, certain of which vested fully on the date of grant with the remaining vesting over three years or cliff vest at the end of eight years , and 3,998 LTIP Units granted to a consultant under the consultancy agreement with the Company, which shares will vest on June 30, 2026.

112,718 LTIP Units were cancelled in connection with the departure of the Company's former Chief Financial Officer for his long term incentive compensation.

(4) Includes 90,362 RSUs granted to certain officers and employees of the Company during the nine months ended September 30, 2025, subject to the achievement of a service condition and a market condition.

Such RSUs are market-based awards and are subject to the achievement of performance-based hurdles relating to the Company’s specified absolute and relative total stockholder return goals and continued employment with the Company over the approximately three-year period from the grant date through December 31, 2027.

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RSUs reflect the right to receive shares of Class A common stock, subject to the applicable vesting criteria.

40,623 RSUs were cancelled in connection with the departure of the Company's former Chief Financial Officer for his long term incentive compensation.

(5) Modified restricted shares are treated as forfeited and re-granted at their new fair value.

(6) Includes 64,741 of restricted shares and RSUs that vested and 22,201 shares of restricted shares that were withheld to satisfy minimum statutory withholding requirements.

During the year ended December 31, 2021, the Company issued 46,714 RSUs (the “2021 Performance-Based Awards”) to certain employees that were market-based awards and subject to the achievement of performance-based hurdles relating to the Company’s absolute total stockholder return goals and continued employment with the Company over the approximately three-year performance period ended December 31, 2023.

In February 2024, the Company's Corporate Governance and Compensation Committee of the Board of Directors ("CGC Committee") determined that the Company's total

In February 2024, the Company's Corporate Governance and Compensation Committee of the Board of Directors ("CGC Committee") determined that the Company's total stockholder return for such three-year performance period met the threshold performance hurdles for the 2021 Performance-

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

stockholder return for such three-year performance period met the threshold performance hurdles for the 2021 Performance-Based Awards and, as a result, approved the payout of (i) 23,357 RSUs for such awards, which were settled using the Company’s shares of Class A common stock, and (ii) their cash dividends for the three-year performance period.

Based Awards and, as a result, approved the payout of (i) 23,357 RSUs for such awards, which were settled using the Company’s shares of Class A common stock, and (ii) their cash dividends for the three-year performance period.

During the year ended December 31, 2022, the Company issued 47,005 RSUs (the “2022 Performance-Based Awards”) to certain employees that were market-based awards and subject to the achievement of performance-based hurdles relating to the Company’s absolute total stockholder return goals and continued employment with the Company over the approximately three-year performance period ended December 31, 2024.

In January 2025, the Company's CGC Committee determined that the Company's total stockholder return for such three-year performance period did not meet the threshold performance hurdles for the 2022 Performance-Based Awards and, as a result, approved the cancellation of 47,005 RSUs for such awards.

During the three and six months ended June 30, 2025, the Company recognized compensation expense of $ 1.5 million and $ 3.4 million, respectively, and during the three and six months ended June 30, 2024, the Company recognized compensation expense of $ 1.4 million and $ 3.2 million, respectively, in “General and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Income related to all awards.

During the three and six months ended June 30, 2025, the Company recognized compensation expense of $ 0.1 million and $ 0.5 million, respectively, and during the three and six months ended June 30, 2024, the Company recognized compensation expense of $ 0.1 million and $ 0.4 million, respectively, in "Property operating expenses" in the Consolidated Statements of Operations and Comprehensive Income related to all awards.

As of June 30, 2025, there was $ 21.1 million of total unrecognized compensation cost related to unvested awards, which is expected to be recognized over a weighted average period of 4.9 years.

In July 2025, the Company issued 3,998 LTIP Units to a consultant under a consultancy agreement with the Company.

On June 18, 2025, the Company entered into a Transition and General Release Agreement with Robert B.

Klein (the “Transition Agreement”), pursuant to which Mr.

Klein expressed his intention to resign from his role as Chief Financial Officer of the Company but continued as an employee of the Company through June 30, 2025 (the “Separation Date,” the period from the Transition Date to the Separation Date is referred to as the “Transition Period”) and provide consulting services to the Company beginning on the day following the Separation Date until the date the Company files its Form 10-Q for the period ending June 30, 2025 (the “Completion Date” and such period, the “Consulting Period”).

Klein continued serving as the Company’s principal financial officer through the end of the Consulting Period.

Pursuant to the terms of the Transition Agreement, in the three and nine months ended September 30, 2025, Mr.

Klein received a gross amount equal to $ 500,000 paid in part by accelerating the vesting of 28,000 unvested awards (as determined in the Company’s sole discretion) (the “Selected Awards”), with the remainder paid in cash.

On June 18, 2025, the Company revalued Mr.

Klein's Selected Awards and recognized the fair value of the modified award less compensation cost previously recognized over his remaining requisite service period.

The Company recognized $ 0.4 million in compensation expense related to the modification of Mr.

Klein’s Selected Awards for the three and nine months ended September 30, 2025.

Additionally, the Company recaptured $ 1.0 million in compensation expense related to the cancellation of Mr.

Klein's remaining awards for the three and nine months ended September 30, 2025.

During the three and nine months ended September 30, 2025, the Company recognized compensation expense of $ 0.7 million and $ 4.2 million, respectively, and during the three and nine months ended September 30, 2024, the Company recognized compensation expense of $ 1.4 million and $ 4.5 million, respectively, in “General and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Income related to all awards.

During the three and nine months ended September 30, 2025, the Company recognized compensation expense of $ 0.1 million and $ 0.6 million, respectively, and during the three and nine months ended September 30, 2024, the Company recognized compensation expense of $ 0.1 million and $ 0.5 million, respectively, in "Property operating expenses" in the Consolidated Statements of Operations and Comprehensive Income related to all awards.

As of September 30, 2025, there was $ 17.7 million of total unrecognized compensation cost related to unvested awards, which is expected to be recognized over a weighted average period of 4.7 years.

Employee Stock Purchase Plan

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The Code permits the Company to provide up to a 15 % discount on the lesser of the fair market value of such shares of Class A common stock at the beginning of the offering period and the close of the offering period.

As of June 30, 2025 and December 31, 2024, 64,096 and 58,569 shares have been issued under the ESPP since commencement, respectively.

During the three and six months ended June 30, 2025, the Company recognized compensation expense of $ 0.02 million and $ 0.04 million, respectively, and during the three and six months ended June 30, 2024, the Company recognized compensation expense of $ 0.01 million and $ 0.02 million, respectively, related to the ESPP.

As of September 30, 2025 and December 31, 2024, 73,990 and 58,569 shares have been issued under the ESPP since commencement, respectively.

During the three and nine months ended September 30, 2025, the Company recognized compensation expense of $ 0.01 million and $ 0.05 million, respectively, and during the three and nine months ended September 30, 2024, the Company recognized compensation expense of $ 0.02 million and $ 0.04 million, respectively, related to the ESPP.

Commitments and Contingencies

As of June 30, 2025, the Company was not involved in any litigation nor, to its knowledge, is any litigation threatened against the Company that, in management’s opinion, would result in any material adverse effect on the Company’s financial position and results of operations, or which is not covered by insurance.

As of September 30, 2025, the Company was not involved in any litigation nor, to its knowledge, is any litigation threatened against the Company that, in management’s opinion, would result in any material adverse effect on the Company’s financial position and results of operations, or which is not covered by insurance.

In the ordinary course of the Company’s business, the Company enters into non-binding (except with regard to exclusivity and confidentiality) letters of intent indicating a willingness to negotiate for acquisitions.

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Subsequent Events

In addition to the subsequent events discussed elsewhere in the notes to the unaudited Consolidated Financial Statements, the following events occurred subsequent to June 30, 2025:

On July 1, 2025, 112,718 unvested LTIP Units, 40,623 unvested RSUs and 18,460 unvested shares of Class A common stock owned by Robert Klein, were cancelled pursuant to the Transition Agreement (the "Klein Award Cancellations").

The Company's Board of Directors approved, and on July 20, 2025, the Company declared a second quarter 2025 common stock dividend of $ 0.2425 per share, which is payable on August 29, 2025 to stockholders of record as of July 31, 2025.

As of August 4, 2025 , the Company had $ 48.0 million drawn on the Revolving Credit Facility.

As of August 4, 2025 and d uring the period subsequent to June 30, 2025, the Company acquired 23 leased properties for approximately $ 8.4 million, excluding closing costs.

As of August 4, 2025 and d uring the period subsequent to June 30, 2025, the Company issued 337,255 shares of its Class A common stock under the ATM Program for gross proceeds of approximately $ 5.0 million.

As of August 4, 2025 and d uring the period subsequent to June 30, 2025, the Company had entered into definitive agreements to acquire 30 properties for approximately $ 10.4 million.

In addition to the subsequent events discussed elsewhere in the notes to the unaudited Consolidated Financial Statements, the following events occurred subsequent to September 30, 2025:

The Company's Board of Directors approved, and on October 21, 2025, the Company declared a third quarter 2025 common stock dividend of $ 0.2425 per share, which is payable on November 28, 2025 to stockholders of record as of November 4, 2025.

As of November 4, 2025 , the Company had $ 28.0 million drawn on the Revolving Credit Facility.

As of November 4, 2025 and d uring the period subsequent to September 30, 2025, the Company acquired 19 leased properties for approximately $ 7.2 million, excluding closing costs.

As of November 4, 2025 and d uring the period subsequent to September 30, 2025, the Company issued 143,221 shares of its Class A common stock under the ATM Program for gross proceeds of approximately $ 2.2 million.

As of November 4, 2025 and during the period subsequent to September 30, 2025, the Company had entered into definitive agreements to acquire 13 properties for approximately $ 6.7 million.

However, the Company can provide no assurances that the acquisitions of these properties will be consummated on the terms and timing the Company expects, or at all.

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-Q

Item 1. Financial Statements