Item 1. Financial Statements
Item 1. Financial Statements
POSTAL REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except par value and share data)
September 30,
2025 December 31, 2024
Assets
Investments:
Real estate properties, at cost:
Land $ 157,733 $ 128,457
Building and improvements 581,026 512,248
Tenant improvements 8,468 7,501
Total real estate properties, at cost 747,227 648,206
Less: Accumulated depreciation ( 70,307 ) ( 58,175 )
Total real estate properties, net 676,920 590,031
Investment in financing leases, net 15,874 15,951
Total real estate investments, net 692,794 605,982
Cash 1,902 1,799
Escrow and reserves 437 744
Rent and other receivables 6,939 6,658
Prepaid expenses and other assets, net 11,572 14,519
Goodwill 1,536 1,536
Deferred rent receivable 4,592 2,639
In-place lease intangibles, net 14,526 12,636
Above market leases, net 255 305
Assets held for sale, net 637 —
Total Assets $ 735,190 $ 646,818
Liabilities and Equity
Liabilities:
Term loans, net $ 288,173 $ 248,790
Revolving credit facility 25,000 14,000
Secured borrowings, net 33,826 33,918
Accounts payable, accrued expenses and other, net 19,821 16,441
Below market leases, net 19,893 16,171
Total Liabilities 386,713 329,320
Commitments and Contingencies
Equity:
Class A common stock, par value $ 0.01 per share; 500,000,000 shares authorized; 25,919,415 and 23,494,487 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
259 235
Class B common stock, par value $ 0.01 per share; 27,206 shares authorized; 27,206 shares issued and outstanding as of September 30, 2025 and December 31, 2024
— —
Additional paid-in capital 344,639 310,031
Accumulated other comprehensive income 1,328 5,230
Accumulated deficit ( 72,298 ) ( 64,211 )
Total Stockholders’ Equity 273,928 251,285
Operating partnership unitholders’ non-controlling interests
74,549 66,213
Total Equity 348,477 317,498
Total Liabilities and Equity $ 735,190 $ 646,818
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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POSTAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands, except share and per share data )
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2025 2024 2025 2024
Revenues:
Rental income $ 23,692 $ 18,772 $ 67,902 $ 52,740
Fee and other 634 895 1,925 2,264
Total revenues 24,326 19,667 69,827 55,004
Operating expenses:
Real estate taxes 2,865 2,487 8,287 7,174
Property operating expenses 2,355 2,536 6,800 7,007
General and administrative 3,751 3,884 13,003 12,094
Casualty and impairment losses (gains), net 97 216 ( 98 ) 216
Depreciation and amortization 6,109 5,756 17,647 16,575
Total operating expenses 15,177 14,879 45,639 43,066
Loss on sale of real estate assets — — ( 49 ) —
Income from operations 9,149 4,788 24,139 11,938
Other income — 9 30 74
Interest expense, net:
Contractual interest expense ( 3,903 ) ( 3,246 ) ( 11,157 ) ( 8,771 )
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
Total interest expense, net ( 4,260 ) ( 3,419 ) ( 11,929 ) ( 9,301 )
Income before income tax expense
4,889 1,378 12,240 2,711
Income tax expense
( 6 ) ( 29 ) ( 30 ) ( 73 )
Net income 4,883 1,349 12,210 2,638
Net income attributable to operating partnership unitholders’ non-controlling interests
( 1,073 ) ( 278 ) ( 2,704 ) ( 544 )
Net income attributable to common stockholders $ 3,810 $ 1,071 $ 9,506 $ 2,094
Net income per share:
Basic and Diluted $ 0.13 $ 0.03 $ 0.32 $ 0.04
Weighted average common shares outstanding:
Basic and Diluted 24,627,866 22,737,484 23,810,318 22,375,339
Comprehensive income:
Net income $ 4,883 $ 1,349 $ 12,210 $ 2,638
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.
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POSTAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(in thousands, except share data)
Number of
shares of Common
Stock Common
Stock Additional
Paid-in
Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders’
equity Operating
Partnership
Unitholders’
Non-controlling
Interests
Total
Equity
Balance – December 31, 2024 23,521,693 $ 235 $ 310,031 $ 5,230 $ ( 64,211 ) $ 251,285 $ 66,213 $ 317,498
Net proceeds from sale of common stock 139,626 1 1,819 — — 1,820 — 1,820
Issuance of operating partnership units in connection with acquisition transactions
— — — — — — 1,026 1,026
Issuance and amortization of equity-based compensation, net of forfeitures 77,623 1 817 — — 818 1,514 2,332
Issuance and amortization under the employee stock purchase plan ("ESPP")
5,527 — 77 — — 77 — 77
Restricted stock withholdings ( 21,092 ) — ( 277 ) — — ( 277 ) — ( 277 )
Dividends and distributions — — — — ( 5,761 ) ( 5,761 ) ( 1,621 ) ( 7,382 )
Unrealized loss on derivative instruments — — — ( 2,229 ) — ( 2,229 ) ( 615 ) ( 2,844 )
Net income — — — — 2,082 2,082 573 2,655
Reallocation of non-controlling interest — — ( 2,336 ) — — ( 2,336 ) 2,336 —
Balance – March 31, 2025 23,723,377 $ 237 $ 310,131 $ 3,001 $ ( 67,890 ) $ 245,479 $ 69,426 $ 314,905
Net proceeds from sale of common stock 529,828 5 7,556 — — 7,561 — 7,561
Issuance of operating partnership units in connection with acquisition transactions
— — — — — — 5,005 5,005
Shares issued upon redemption of operating partnership units
11,198 — 157 — — 157 ( 157 ) —
Issuance and amortization of equity-based compensation, net of forfeitures — — 700 — — 700 870 1,570
Issuance and amortization under the ESPP
— — 19 — — 19 — 19
Dividends and distributions — — — — ( 5,822 ) ( 5,822 ) ( 1,731 ) ( 7,553 )
Unrealized loss on derivative instruments — — — ( 1,257 ) — ( 1,257 ) ( 368 ) ( 1,625 )
Net income — — — — 3,614 3,614 1,058 4,672
Reallocation of non-controlling interest — — 351 — — 351 ( 351 ) —
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
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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
Net proceeds from sale of common stock 576,087 6 7,861 — — 7,867 — 7,867
Issuance of operating partnership units in connection with acquisition transactions — — — — — — 5,788 5,788
Issuance and amortization of equity-based compensation, net of forfeitures 120,941 1 1,147 — — 1,148 965 2,113
Issuance and amortization under the ESPP 5,137 — 77 — — 77 — 77
Restricted stock withholdings ( 27,919 ) — ( 396 ) — — ( 396 ) — ( 396 )
Dividends and distributions — — — — ( 5,520 ) ( 5,520 ) ( 1,339 ) ( 6,859 )
Unrealized gain on derivative instruments — — — 2,267 — 2,267 552 2,819
Net income — — — — 206 206 50 256
Reallocation of non-controlling interest — — ( 1,079 ) — — ( 1,079 ) 1,079 —
Balance – March 31, 2024 22,634,457 $ 226 $ 294,878 $ 6,888 $ ( 53,860 ) $ 248,132 $ 65,158 $ 313,290
Net proceeds from sale of common stock 57,993 1 684 — — 685 — 685
Shares issued upon redemption of operating partnership units
52,778 1 861 — — 862 ( 862 ) —
Issuance and amortization of equity-based compensation, net of forfeitures ( 316 ) — 722 — — 722 711 1,433
Issuance and amortization under the ESPP
— — 6 — — 6 — 6
Dividends and distributions — — — — ( 5,490 ) ( 5,490 ) ( 1,438 ) ( 6,928 )
Unrealized gain on derivative instruments — — — 11 — 11 3 14
Net income — — — — 817 817 215 1,032
Reallocation of non-controlling interest — — ( 265 ) — — ( 265 ) 265 —
Balance – June 30, 2024 22,744,912 $ 228 $ 296,886 $ 6,899 $ ( 58,533 ) $ 245,480 $ 64,052 $ 309,532
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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.
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POSTAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
For the Nine Months Ended
September 30,
2025 2024
Cash flows from operating activities:
Net income $ 12,210 $ 2,638
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 17,647 16,575
Write-off and amortization of deferred financing fees and debt discounts 637 544
Amortization of above/below market leases ( 2,481 ) ( 2,188 )
Amortization of intangible liability ( 224 ) ( 181 )
Loss on early extinguishment of debt
63 —
Casualty and impairment losses 731 216
Loss on sale of real estate assets 49 —
Gain on insurance proceeds received for damage due to property ( 837 ) ( 40 )
Equity based compensation 4,812 5,040
Deferred rent receivable ( 1,953 ) ( 462 )
Other 250 ( 28 )
Changes in assets and liabilities:
Rent and other receivables ( 237 ) ( 1,246 )
Prepaid expenses and other assets 425 973
Accounts payable, accrued expenses and other 2,068 2,456
Net cash provided by operating activities 33,160 24,297
Cash flows from investing activities:
Acquisition of real estate ( 89,558 ) ( 53,209 )
Proceeds from sale of real estate assets 825 —
Escrows for acquisition deposits ( 364 ) ( 380 )
Capital improvements ( 5,164 ) ( 2,190 )
Insurance proceeds related to property damage claims 837 40
Other investing activities ( 344 ) ( 154 )
Net cash used in investing activities ( 93,768 ) ( 55,893 )
Cash flows from financing activities:
Repayments of secured borrowings ( 113 ) ( 107 )
Proceeds from term loans 40,000 —
Proceeds from revolving credit facility 93,000 57,000
Repayments of revolving credit facility ( 82,000 ) ( 22,000 )
Net proceeds from issuance of shares 34,796 16,827
Debt issuance costs ( 2,250 ) ( 5 )
Proceeds from issuance of ESPP shares 171 163
Value of shares withheld for payment of taxes related to employee stock compensation ( 348 ) ( 700 )
Dividends and distributions ( 22,658 ) ( 20,818 )
Other financing activities ( 194 ) ( 124 )
Net cash provided by financing activities 60,404 30,236
Net decrease in Cash and Escrows and Reserves ( 204 ) ( 1,360 )
Cash and Escrows and Reserves at the beginning of period 2,543 2,867
Cash and Escrow and Reserves at the end of period $ 2,339 $ 1,507
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Operating partnership units issued for property acquisitions
6,746 6,910
Unrealized loss on derivative instruments, net
( 5,002 ) ( 2,942 )
Reallocation of non-controlling interest 2,422 1,250
Reclassification of acquisition deposits included in prepaid expenses and other assets 322 147
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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
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
346 862
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.
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Organization and Description of Business
Postal Realty Trust, Inc. (the “Company”) was organized in the state of Maryland on November 19, 2018. On May 17, 2019, the Company completed its initial public offering (“IPO”) of the Company’s Class A common stock, par value $ 0.01 per share (the “Class A common stock”). The Company contributed the net proceeds from the IPO to Postal Realty LP, a Delaware limited partnership (the “Operating Partnership”), in exchange for common units of limited partnership interest in the Operating Partnership (the “OP Units”). Both the Company and the Operating Partnership commenced operations upon completion of the IPO and certain related formation transactions. Prior to the completion of the IPO and the formation transactions, the Company had no operations.
The Company’s interest in the Operating Partnership entitles the Company to share in distributions from, and allocations of profits and losses of, the Operating Partnership in proportion to the Company’s percentage ownership of OP Units. 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 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 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”). The Company also owns several, and may in the future further acquire, land parcels that may be added to existing or future leases with the USPS or used for other purposes that are consistent with the Company’s investment strategy.
In addition, through its taxable REIT subsidiary (“TRS”), Real Estate Asset Counseling, LLC (“REAC”), the Company provides fee-based third-party property management services for an additional 358 postal properties, which are owned by Andrew Spodek, the Company's chief executive officer ("CEO"), and his affiliates, and certain advisory services to third-party owners of postal properties.
Pursuant to the Company’s charter, the Company is currently authorized to issue up to 500,000,000 shares of Class A common stock, 27,206 shares of Class B common stock, $ 0.01 par value per share (the “Voting Equivalency stock”), and up to 100,000,000 shares of preferred stock.
The Company elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the Company's short taxable year ended December 31, 2019, and intends to continue to qualify as a REIT. As a REIT, the Company generally will not be subject to federal income tax to the extent that it distributes its REIT taxable income for each tax year to its stockholders. REITs are subject to a number of organizational and operational requirements. Additionally, any income earned by the TRS and any other TRS the Company may form in the future will be subject to federal, state and local corporate income tax.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited Consolidated Financial Statements include the financial position and results of operations of the Company, the Operating Partnership and its wholly owned subsidiaries.
The Company consolidates the Operating Partnership, a VIE in which the Company is considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. Substantially all of the assets and liabilities of the Company relate to the Operating Partnership.
A non-controlling interest is defined as the portion of the equity in an entity not attributable, directly or indirectly, to the Company. Non-controlling interests are required to be presented as a separate component of equity in the Consolidated
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
Balance Sheets. Accordingly, the presentation of net income reflects the income attributed to controlling and non-controlling interests.
The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial state ments.
This interim financial information should be read in conjunction with the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. This interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2025. All material intercompany accounts and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. As discussed in the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, t he Company’s most significant assumptions and estimates are related to the valuation of investments in real estate properties and impairment of long-lived assets. Although management believes its estimates are reasonable, actual results could differ from those estimates.
Offering and Other Costs
Offering costs are recorded in “Total Stockholders’ Equity” on the Consolidated Balance Sheets as a reduction of additional paid-in capital.
Segment Reporting
The Company leases its properties primarily to the USPS and reports its business as a single reportable segment. The Company's Chief Executive Officer is the Chief Operating Decision Maker ("CODM") who allocates resources and assesses financial performance. The CODM reviews net income and assesses the performance of the Company's current portfolio of properties primarily leased to the USPS and makes operating decisions accordingly. Net income is used by the CODM in assessing the operating performance of the segment and to monitor budget versus actual results. The measure of segment assets is reported on the Consolidated Balance Sheets as total assets. As a result, the Company conducts its business as a single operating segment. All expense categories on the consolidated statement of operations are significant. Interest income is not a significant component of interest expense, net. As a part of his review as the CODM, the CEO also separately examines the equity-based compensation component of general and administrative expenses, which is also considered a significant segment expense.
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 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. Debt discounts represent fair value adjustments to account for the difference between the stated rates and market rates of debt assumed or entered in connection with the Company’s property acquisitions. 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 September 30, 2025 and December 31, 2024, the net unamortized debt discounts was $ 0.2 million .
9
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period’s presentation.
Cash and Escrows and Reserves
Cash includes unrestricted cash with a maturity of three months or less. Escrows and reserves consist of restricted cash. The following table provides a reconciliation of cash and escrows and reserves reported within the Consolidated Balance Sheets and Consolidated Statements of Cash Flows:
As of
September 30,
2025 December 31,
2024
(in thousands)
Cash
$ 1,902 $ 1,799
Escrows and reserves:
Maintenance reserve
297 422
Real estate tax reserve
85 225
ESPP reserve
55 97
Total escrows and reserves
$ 437 $ 744
Cash and escrows and reserves $ 2,339 $ 2,543
Revenue Recognition
The Company has operating lease agreements with tenants, some of which contain provisions for future rental increases. Rental income is recognized on a straight-line basis over the term of the lease. In addition, certain lease agreements provide for reimbursements from tenants for real estate taxes and other recoverable costs, which are recorded on an accrual basis as part of “Rental income” in the Consolidated Statements of Operations and Comprehensive Income. The Company’s determination of the probability to collect lease payments is impacted by numerous factors, including the Company's assessment of the tenant’s creditworthiness, economic conditions, historical experience with the tenant, future prospects for the tenant and the length of the lease term. If leases currently classified as probable of collection are subsequently reclassified as not probable, any outstanding lease receivables (including straight-line rent receivables) would be written-off with a corresponding decrease in rental income. For certain leases with lease incentive costs, such costs are included in “Prepaid expenses and other assets, net” on the Consolidated Balance Sheets and amortized on a straight-line basis over the respective lease terms as a reduction of rental revenues.
Fee and other primarily consists of (i) property management fees, (ii) income recognized from properties accounted for as financing leases and (iii) fees earned from providing advisory services to third-party owners of postal properties.
The management fees arise from contractual agreements with entities that are affiliated with the Company’s CEO. Management fee income is recognized as earned under the respective agreements.
Revenue from direct financing leases is recognized over the lease term using the effective interest rate method. At lease inception, the Company records an asset within "Investment in financing leases, net" on the Consolidated Balance Sheets, which represents the Company’s net investment in the direct financing lease. This initial net investment is determined by aggregating the total future minimum lease payments attributable to the direct financing lease and the estimated residual value of the property, if any, less unearned income. Over the lease term, the investment in the direct financing lease is reduced and interest is recognized as revenue in “Fee and other” in the Consolidated Statements of Operations and Comprehensive Income and produces a constant periodic rate of return on the "Investment in financing leases, net."
Revenue from advisory services is generated from service contracts generally based on (i) time and expense arrangements (where the Company recognizes revenues based on hours incurred and contracted rates), (ii) fixed-fee arrangements (where the Company recognizes revenues earned to date by applying the proportional performance method) or (iii) performance-based or contingent arrangements (where the Company recognizes revenues at a point in time when the client receives the benefit of the promised service). Reimbursable expenses for the advisory services, including those relating to
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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.
Fair Value Measurements
The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. 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 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 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 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.
The Company's derivative assets and liabilities, comprised of interest rate swap derivative instruments entered into in connection with the Credit Facilities, are recorded at fair value based on a variety of observable inputs, including contractual terms, interest rate curves, yield curves, measure of volatility and correlations of such inputs. The Company measures its derivatives at fair value on a recurring basis based on the expected amount of future cash flows on a discounted basis and incorporating a measure of non-performance risk. The fair value of the Company's derivative assets and liabilities was categorized as a Level 2 fair value estimate (as provided by ASC 820, Fair Value Measurements and Disclosures). 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 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
In accordance with ASC 815, Derivatives and Hedging, the Company records all derivative instruments on the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. See Note 6. Derivatives and Hedging Activities for further details.
11
Assets Held for Sale
The Company may sell properties from time to time for various reasons, including the exercise of purchase options by our tenants. The Company classifies long-lived assets as held for sale once certain criteria have been met. The Company classifies a real estate property, or portfolio, as held for sale when: (i) management has approved the disposal, (ii) the property is available for sale in its present condition, (iii) an active program to locate a buyer has been initiated, (iv) it is probable that the property will be disposed of within one year, (v) the property is being marketed at a reasonable price relative to its fair value, and (vi) it is unlikely that the disposal plan will significantly change or be withdrawn. 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 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.
Impairment of Long-Lived Assets
The carrying value of real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the asset’s carrying amount over its estimated fair value. Impairment analyses will be based on current plans, intended holding periods and available market information at the time the analyses are prepared. If estimates of the projected future cash flows, anticipated holding periods or market conditions change, the evaluation of impairment losses may be different and such differences may be material. 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 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. The Company's estimate of the fair value was based on a discounted cash flow analysis. The Company used two significant unobservable inputs which was the cash flow discount rate ( 11.0 %) and the terminal capitalization rate ( 10.0 %). 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 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. Under the held for sale impairment model, an impairment charge is recognized if the carrying amount of the long-lived asset classified as held for sale exceeds its fair value less cost to sell. 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 nine months ended September 30, 2025.
Concentration of Credit Risks
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.
The Company has deposited cash and maintains its bank deposits with large financial institutions in amounts that, from time to time, exceed federally insured limits. The Company has not experienced any losses in such accounts.
Equity-Based Compensation
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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.
The Company recognizes compensation expense on a straight-line basis over the requisite service period of each award, with the amount of compensation expense recognized at the end of a reporting period at least equal to the portion of fair value of the respective award at grant date or modification date, as applicable, that has vested through that date. For awards with a market condition, compensation cost is not reversed if a market condition is not met so long as the requisite service has been rendered, as a market condition does not represent a vesting condition.
See Note 11. Stockholders’ Equity for further details.
Insurance Accounting
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. Any amount of insurance recovery in excess of the amount of the losses incurred is considered a gain contingency and is not recorded in casualty and impairment losses (gains), net until the amount is determinable and approved by the insurance company. Insurance recoveries for business interruption for lost revenue or profit are accounted for as gain contingencies in their entirety, and therefore are not recorded in income until the amount is determinable and approved by the insurance company.
Earnings Per Share
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 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. Diluted EPS is calculated after giving effect to all potential dilutive shares outstanding during the period. See Note 10. Earnings Per Share for further details .
Recent Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 apply to all public business entities and require disclosure of specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the potential impact of adopting ASU 2024-03.
Note 3. Real Estate Transactions
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. The total purchase price including transaction costs was allocated as follows (in thousands, except for the number of properties):
13
Three Months Ended Number of
Properties Land Building
and
Improvements Tenant
Improvements In-place lease intangibles Above-
market
leases Below-
market
leases Other (1)
Total (2)
2025
March 31, 2025 (3) 36 $ 3,990 $ 12,579 $ 114 $ 1,192 $ — $ ( 1,415 ) $ ( 119 ) $ 16,341
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
Explanatory Notes :
(1) Includes intangible liabilities related to unfavorable operating leases with purchase options on three properties during the three months ended March 31, 2025 and two properties during the three months ended June 30, 2025 that is included in “Accounts payable, accrued expenses and other, net" on the Consolidated Balance Sheets. 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, $ 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 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 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 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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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.
To the extent insurance proceeds ultimately exceed the difference between replacement cost and net book value of the damaged assets and any related expenses incurred, the excess will be reflected as income in the period those amounts are determinable and approved by the insurance company.
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.
Note 4. Intangible Assets and Liabilities
The following table summarizes the Company’s intangible assets and liabilities:
As of Gross Asset
(Liability) Accumulated Amortization Net
Carrying
Amount
(in thousands)
September 30, 2025:
In-place lease intangibles
$ 58,679 $ ( 44,153 ) $ 14,526
Above-market leases
842 ( 587 ) 255
Other intangibles ( 1,139 ) 501 ( 638 )
Below-market leases
( 35,355 ) 15,462 ( 19,893 )
December 31, 2024:
In-place lease intangibles
$ 51,630 $ ( 38,994 ) $ 12,636
Above-market leases
795 ( 490 ) 305
Other intangibles ( 1,262 ) 523 ( 739 )
Below-market leases
( 29,069 ) 12,898 ( 16,171 )
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 $ 0.1 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.
15
Future amortization/accretion of these intangibles is below (in thousands):
Year Ending December 31, In-place lease
intangibles Above-market
leases Other intangibles Below-market
leases
2025-Remaining $ 1,715 $ 31 $ ( 63 ) $ ( 892 )
2026 5,275 104 ( 233 ) ( 3,182 )
2027 3,077 59 ( 141 ) ( 2,558 )
2028 1,923 33 ( 74 ) ( 2,153 )
2029 1,237 23 ( 58 ) ( 1,863 )
Thereafter
1,299 5 ( 69 ) ( 9,245 )
Total
$ 14,526 $ 255 $ ( 638 ) $ ( 19,893 )
Note 5. Debt
The following table summarizes the Company’s indebtedness as of September 30, 2025 and December 31, 2024 (dollars in thousands):
Outstanding
Balance as of
September 30,
2025 Outstanding
Balance as of
December 31,
2024 Interest
Rate at
September 30,
2025 Maturity Date
Revolving Credit Facility (1)
$ 25,000 $ 14,000 SOFR+ 150 bps (2)
November 2029
2030 Term Loan (formerly 2021 Term Loan) (1)
115,000 75,000 SOFR+ 145 bps (2)
January 2030
2028 Term Loan (formerly 2022 Term Loan) (1)
175,000 175,000 SOFR+ 145 bps (2)
February 2028
Secured Borrowings:
Vision Bank (3)
1,409 1,409 3.69 % September 2041
First Oklahoma Bank (4)
285 299 3.63 % December 2037
Vision Bank – 2018 (5)
844 844 3.69 % September 2041
Seller Financing (6)
— 100 — % January 2025
AIG (7)
30,225 30,225 2.80 % January 2031
Seller Financing - 2024 (8)
1,400 1,400 5.00 % September 2039
Total Principal 349,163 298,277
Unamortized deferred financing costs ( 1,961 ) ( 1,360 )
Unamortized debt discount ( 203 ) ( 209 )
Total Debt $ 346,999 $ 296,708
Explanatory Notes :
(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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
(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. 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 commitments under the Revolving Credit Facility. The Credit Facilities contain a number of customary financial and non-financial covenants.
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. Spodek also provided a personal guarantee of payment for 50 % of the outstanding amount thereunder. The loan has a fixed interest rate of 3.69 % for the first five years with interest payments only (ending in October 2026), then adjusting every subsequent five-year period thereafter with principal and interest payments to the rate based on the five-year weekly average yield on United States Treasury securities adjusted to a constant maturity of five years , as made available to the Board of Governors of the Federal Reserve System (the "Five-Year Treasury Rate"), plus a margin of 2.75 %, with a minimum annual rate of 2.75 %.
(4) The loan is collateralized by first mortgage liens on four properties and a personal guarantee of payment by Mr. Spodek. The loan has a fixed interest rate of 3.625 % for the first five years (ending in August 2026), then adjusting annually thereafter to a variable annual rate of Wall Street Journal Prime Rate with a minimum annual rate of 3.625 %.
(5) The loan is collateralized by first mortgage liens on one property and a personal guarantee of payment by Mr. Spodek. The loan has a fixed interest rate of 3.69 % for the first five years with interest payments only (ending in October 2026), then adjusting every subsequent five-year period thereafter with principal and interest payments to the rate based on the Five-Year Treasury Rate, plus a margin of 2.75 %, with a minimum annual rate of 2.75 %.
(6) In connection with the acquisition of a property, the Company obtained seller financing secured by the property in the amount of $ 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 on a 6.0 % interest rate per annum through January 2, 2025. As of January 2, 2025, the seller financing has been fully repaid.
(7) The loan is secured by a first mortgage lien on an industrial property located in Warrendale, Pennsylvania. The loan has a fixed interest rate of 2.80 % with interest-only payments for the first five years (ending in January 2026) and fixed payments of principal and interest thereafter based on a 30-year amortization schedule.
(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 September 30, 2025 and December 31, 2024 was approximately 3.5 years and 3.2 years , respectively.
17
The scheduled principal repayments of indebtedness as of September 30, 2025 are as follows (in thousands):
Year Ending December 31, Amount
2025 - Remaining $ 5
2026 637
2027 778
2028 175,804
2029 25,832
Thereafter 146,107
Total
$ 349,163
Note 6. Derivatives and Hedging Activities
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)
Effective Date Maturity Date
$ 50,000 2.191 % May 2022 January 2027
$ 25,000 4.137 % May 2022 February 2028
$ 25,000 4.137 % May 2022 February 2028
$ 25,000 4.710 % July 2022 February 2028
$ 40,000 4.852 % December 2022 February 2028
$ 25,000 5.656 % July 2023 January 2027
$ 10,000 5.969 % September 2023 February 2028
$ 40,000 5.191 % October 2024 February 2028
$ 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 :
(1) Reflects the all-in effective interest rate for the specified portion of the Term Loans hedged by the interest rate swaps.
The Company’s objectives in using the interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company uses the interest rate swaps as part of its interest rate risk management strategy. The interest rate swaps are designated as cash flow hedges, with any gain or loss recorded in “Accumulated other comprehensive income” on the Consolidated Balance Sheets and subsequently reclassified into interest expense as interest payments are made on the Credit Facilities. During the next twelve months, the Company estimates that an additional $ 1.8 million will be reclassified from “Accumulated other comprehensive income” as a decrease to interest expense.
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 nine months ended September 30, 2025 and 2024 (in thousands):
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) 2025 2024 2025 2024
Amount of (loss) gain recognized on derivative in "Accumulated other comprehensive income"
$ 370 $ ( 4,456 ) $ ( 2,327 ) $ 1,035
Amount of income reclassified from "Accumulated other comprehensive income" into interest expense
$ 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 $ 4.3 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.
Note 7. Leases
Lessor Accounting
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. Therefore, such options are only recognized once they are deemed reasonably certain, typically at the time the option is exercised. All of the Company’s leases are operating leases with the exception of two that are direct financing leases. The Company's operating leases and direct financing leases are described below.
Rental income related to the Company’s leases is recognized on a straight-line basis over the remaining lease term. The Company’s total revenue includes fixed base rental payments provided under the lease and variable payments which principally consist of tenant expense reimbursements for certain property operating expenses, including real estate taxes. The Company elected the practical expedient to account for its lease and non-lease components as a single combined operating lease component under Topic 842. As a result, rental income and tenant reimbursements were aggregated into a single line within rental income in the Consolidated Statements of Operations and Comprehensive Income.
The following table represents rental revenue that the Company recognized related to its operating leases (in thousands):
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2025 2024 2025 2024
Fixed payments
$ 20,914 $ 16,219 $ 59,630 $ 45,777
Variable payments
2,778 2,553 8,272 6,963
$ 23,692 $ 18,772 $ 67,902 $ 52,740
19
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)
2025 - Remaining $ 19,863
2026 75,082
2027 61,300
2028 48,897
2029 38,220
Thereafter
109,132
Total
$ 352,494
Explanatory Notes :
(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 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 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.
Explanatory Notes :
(1) Properties with more than one calculation method are categorized based on the lowest valuation method.
Investment in Financing Leases, Net
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):
As of
September 30,
2025
As of
December 31,
2024
Total minimum lease payment receivable
$ 30,087 $ 30,940
Less: unearned income
( 14,213 ) ( 14,989 )
Investment in financing leases, net $ 15,874 $ 15,951
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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
2025 – Remaining $ 284
2026 1,137
2027 1,137
2028 1,137
2029 1,137
Thereafter
25,255
Total
$ 30,087
Lessee Accounting
As a lessee, the Company has ground and office leases which were classified as operating leases. 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):
As of
September 30,
2025
As of
December 31,
2024
ROU asset – operating leases
$ 2,239 $ 2,188
Lease liability – operating leases $ 2,105 $ 2,165
The difference between the recorded ROU assets and lease liabilities is mainly due to the reclassification of the below market ground lease intangible asset which was included within the ROU assets recognized upon transition.
Operating lease assets and liabilities are measured at the commencement date based on the present value of future lease payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company used a discount rate ranging from 4.25 % to 7.35 % based on the yield of its current borrowings in determining its lease liabilities.
Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. 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 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. See Note 9. Related Party Transactions for more details.
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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
2026 338
2027 332
2028 333
2029 337
Thereafter
2,011
Total future minimum lease payments
3,436
Interest discount
( 1,331 )
Total
$ 2,105
Note 8. Income Taxes
TRS
In connection with the IPO, the Company and REAC jointly elected to treat REAC as a TRS. REAC performs management services, including for properties the Company does not own, and advisory services to third-party owners of postal properties. REAC has generated income, resulting in federal and state corporate income tax liability for REAC. 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.
Note 9. Related Party Transactions
Management Fee Income
On May 5, 2025, REAC entered into amendments to the management agreements (as amended, the “Amended Management Agreements”) pursuant to which the Company provides property management services to 362 properties, owned by family members and affiliates of Mr. Spodek. An additional property for which REAC provides management services to affiliates of Mr. Spodek was not amended by the Amended Management Agreements.
The Amended Management Agreements provide that, as of April 1, 2025, the initial management fee to be received by REAC is equal to 4.0 % per annum of each property’s gross revenue, payable quarterly. Each successive April 1, the management fee will be increased to 102.5 % of the management fee previously in effect. The initial term of the Amended Management Agreements is through March 31, 2030 (the “Initial Term”), unless terminated earlier. After the Initial Term, the Amended Management Agreements will be automatically renewed for successive one-year terms, unless either party provides 30 days' advance notice of non-renewal. Furthermore, beginning October 1, 2025, the Amended Management Agreements may be terminated by either party at any time upon 60 days’ notice to the other party. 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. Spodek.
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.
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
Related Party Lease
In connection with the Company's IPO and the related formation transactions, the Company entered into a lease for office space in Cedarhurst, New York with an entity affiliated with the Company’s CEO (the “Prior Office Lease”). Pursuant to the Prior Office Lease, the monthly rent was $ 15,000 subject to escalations. The term of the Prior Office Lease was five years commencing on May 17, 2019 and expired on May 16, 2024. In May 2024, the Prior Office Lease was extended to December 31, 2024 at the same rental rate. In December 2024, the Company entered into a new lease with the Company's CEO (the "2025 Office Lease," and, collectively with the Prior Office Lease, the "Office Leases"). Pursuant to the 2025 Office Lease, the monthly rent is $ 18,750 subject to escalations. The term of the 2025 Office Lease is five years commencing on January 1, 2025 and will expire on December 31, 2029. 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 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. For further details, see Note 7. Leases.
Right of First Offer Transactions
In connection with the Company's IPO and the related formation transactions, the Company entered into a Right of First Offer Agreement (the “ROFO Agreement”) with certain members of the family (the “Related Party”) of the Company’s CEO. Pursuant to the ROFO Agreement, the Company has the right of first offer to acquire from the Related Party 250 properties that are currently managed by the Company. On May 30, 2024, the Company acquired from the Related Party a portfolio of 36 properties currently leased to the USPS for approximately $ 12.5 million in cash, excluding closing costs. The transaction was approved by a special committee of the Company’s Board of Directors consisting of four independent directors. The Company has a remaining right of first offer to purchase 214 of 358 managed postal properties.
Guarantees
As disclosed above in Note 5. Debt, Mr. 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 September 30, 2025 and December 31, 2024, respectively. As a guarantor, Mr. Spodek's interests with respect to the amount of debt he is guaranteeing (and the terms of any repayment or default) may not align with the Company’s interests and could result in a conflict of interest.
Note 10. Earnings Per Share
EPS is calculated by dividing net income attributable to common stockholders by the weighted average number of shares outstanding for the period. The following table presents a reconciliation of income from operations used in the basic and diluted EPS calculations (dollars in thousands, except share and per share data).
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2025 2024 2025 2024
Numerator for earnings per share – basic and diluted:
Net income attributable to common stockholders $ 3,810 $ 1,071 $ 9,506 $ 2,094
Less: Income attributable to participating securities ( 659 ) ( 385 ) ( 1,952 ) ( 1,165 )
Numerator for earnings per share — basic and diluted $ 3,151 $ 686 $ 7,554 $ 929
Denominator for earnings per share – basic and diluted (1)
24,627,866 22,737,484 23,810,318 22,375,339
Basic and diluted net income per share $ 0.13 $ 0.03 $ 0.32 $ 0.04
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Explanatory Note :
(1) Diluted EPS reflects the potential dilution of the conversion of obligations and the assumed exercises of securities including the effects of restricted shares and RSUs issued under the Company’s 2019 Equity Incentive Plan (the “Plan”) (See Note 11. Stockholders’ Equity). The effect of such shares and RSUs would not be dilutive and were not included in the computation of weighted average number of shares outstanding for the periods presented in the table above. OP Units and LTIP Units are redeemable for cash or, at the Company’s option, shares of Class A common stock on an one -for-one basis. The income allocable to such OP Units and LTIP Units is allocated on this same basis and reflected as non-controlling interests in these unaudited Consolidated Financial Statements. As such, the assumed conversion of these OP Units and LTIP Units would have no net impact on the determination of diluted EPS.
Note 11. Stockholders’ Equity
ATM Program
On November 4, 2022, the Company entered into separate open market sale agreements for its at-the-market offering programs with each of Jefferies LLC, BMO Capital Markets Corp., Janney Montgomery Scott LLC, Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc., as agents (the "ATM Program"), pursuant to which the Company may offer and sell shares of its Class A common stock having an aggregate sales price of up to $ 50.0 million. The agreements also provide that the Company may enter into one or more forward sale agreements under separate master forward confirmations and related supplemental confirmations with affiliates of certain agents. On August 8, 2023, the Company amended the ATM Program to increase the aggregate offering amount under the program to $ 150.0 million. On November 4, 2024, the Company entered into separate open market sale agreements for the ATM Program with each of Mizuho Securities USA LLC (“Mizuho”) and M&T Securities, Inc. (“M&T”), as additional sales agents, and affiliates of Mizuho, as forward sellers.
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 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
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Shares issued
1,678 601 2,347 1,235
Gross proceeds received
$ 25,988 $ 8,659 $ 35,776 $ 17,693
Fees, issuance and other costs ( 623 ) ( 280 ) ( 1,030 ) ( 762 )
Net proceeds received $ 25,365 $ 8,379 $ 34,746 $ 16,931
Average gross sales price per share $ 15.49 $ 14.40 $ 15.24 $ 14.32
Dividends and Distributions
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
January 30, 2025 February 14, 2025 February 28, 2025 $ 0.2425
April 21, 2025 May 1, 2025 May 30, 2025 $ 0.2425
July 20, 2025 July 31, 2025 August 29, 2025 $ 0.2425
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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 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 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. Operating Partnership unitholders are entitled to share in cash distributions from the Operating Partnership in proportion to their percentage ownership of OP Units.
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 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.
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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 September 30, 2025 represents unvested restricted shares of Class A common stock and LTIP Units and RSUs that are outstanding, whether vested or not:
Restricted
Shares (1)(2)
LTIP
Units (3)
RSUs (4)
Total Shares/Units/RSUs Weighted
Average
Grant Date
Fair Value
Outstanding, as of January 1, 2025
505,342 1,241,944 346,946 2,094,232 $ 15.76
Granted (5)
104,180 496,051 104,176 704,407 $ 12.98
Conversion to common stock — ( 11,198 ) — ( 11,198 ) $ 15.13
Vesting of restricted shares and RSUs (6)
( 85,500 ) — ( 1,442 ) ( 86,942 ) $ 15.20
Forfeited (5)
( 46,570 ) ( 112,718 ) ( 87,628 ) ( 246,916 ) $ 14.68
Outstanding, as of September 30, 2025 477,452 1,614,079 362,052 2,453,583 $ 15.09
Explanatory Notes :
(1) Represents restricted shares awards included in Class A common stock.
(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 . 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. The number of market-based RSUs is based on the number of shares issuable upon achievement of the market-based metric at target. Also, includes 13,814 time-based RSUs issued for 2024 incentive bonuses to certain employees that vested fully on February 1, 2025, the date of grant. 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 stockholder return for such three-year performance period met the threshold performance hurdles for the 2021 Performance-
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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.
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”). Mr. 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
The Company's ESPP allows its employees to purchase shares of the Class A common stock at a discount. A total of 100,000 shares of Class A common stock was reserved for sale and authorized for issuance under the ESPP. 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 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.
Note 12. Commitments and Contingencies
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.
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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. There can be no assurance that definitive contracts will be entered into with respect to any matter covered by letters of intent, that the Company will close the transactions contemplated by such contracts on time, or that the Company will consummate any transaction contemplated by any definitive contract.
Note 13. 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 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.