What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-27 · 225 added, 188 removed, 711 unchanged (37% of the section changed)

10 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Postal Realty Trust, Inc.

To the stockholders and the Board of Directors of Postal Realty Trust, Inc.

Opinion on the Financial Statements

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Our audit procedures related to the assessment of the Company’s allocation of purchase price for investments in real estate included the following, among others:

• We gained an understanding of the Company’s controls over the review of the purchase price allocation, including controls over the valuation methodology and assumptions for estimating the fair value of assets acquired and liabilities assumed.

• We gained an understanding of the Company’s internal controls over the review of the purchase price allocation, including controls over the valuation methodology and assumptions for estimating the fair value of assets acquired and liabilities assumed.

• We developed a range of independent estimates for the assumptions used in the fair value estimate, including the discount rate, capitalization rate, and market-based rental revenues using external market sources and compared those to the assumptions used by management.

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• With the assistance of our fair value specialists, for certain of the acquisitions we tested, we:

– Evaluated the reasonableness of the valuation and allocation methodology and related assumptions used by management, including discount rates, capitalization rates, market-based rental revenues, costs to replace certain assets and comparable sales transactions.

– Evaluated the reasonableness of the valuation and allocation methodology and related assumptions used by management, including discount rates, terminal capitalization rates, market-based rental revenues, costs to replace certain assets and comparable sales transactions.

– Tested the mathematical accuracy of the calculations and compared the key inputs used in the projections to external market sources.

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Deferred rent receivable 5,373 2,639

In-place lease intangibles, net 12,636 14,154

Above market leases, net 305 355

Lease intangible assets, net

16,413 12,941

Total Assets $ 759,057 $ 646,818

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General and administrative 17,192 16,008

Casualty and impairment losses, net 404 —

Casualty and impairment (gains) losses, net

Depreciation and amortization 23,989 22,202

Total operating expenses 61,436 57,588

Gain on sale of real estate assets 2,393 —

(Loss) gain on sale of real estate assets

Income from operations 34,338 21,177

2 unchanged sentences

Contractual interest expense ( 15,239 ) ( 12,041 )

Write-off and amortization of deferred financing fees ( 746 ) ( 686 )

Write-off and amortization of deferred financing fees and amortization of debt discount

( 869 ) ( 746 )

Loss on early extinguishment of debt ( 142 ) —

Interest income 7 26

12 unchanged sentences

Net income 18,098 $ 8,321

Unrealized gain (loss) on derivative instruments

Unrealized (loss) gain on derivative instruments

( 5,476 ) 735

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Shares issued upon redemption of operating partnership units 52,778 1 861 — — 862 ( 862 ) —

Cash redemption for non-controlling interests — — — — — — ( 558 ) ( 558 )

Issuance and amortization of equity-based compensation 118,887 1 3,313 — — 3,314 3,071 6,385

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— — — — ( 22,261 ) ( 22,261 ) ( 5,726 ) ( 27,987 )

Unrealized loss on derivative instruments — — — ( 2,865 ) — ( 2,865 ) ( 635 ) ( 3,500 )

Unrealized gain on derivative instruments

— — — 609 — 609 126 735

Net income — — — — 6,596 6,596 1,725 8,321

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— — — — ( 23,962 ) ( 23,962 ) ( 6,790 ) ( 30,752 )

Unrealized gain on derivative instruments — — — 609 — 609 126 735

Unrealized loss on derivative instruments

— — — ( 4,276 ) — ( 4,276 ) ( 1,199 ) ( 5,475 )

Net income — — — — 14,149 14,149 3,949 18,098

14 unchanged sentences

Casualty and impairment losses

Gain on sale of real estate assets

Gain on insurance proceeds received for damage due to property

Loss (gain) on sale of real estate assets

Insurance recovery on casualty losses

( 1,653 ) ( 55 )

Equity based compensation 6,311 6,376

Loss on early extinguishment of debt 63 —

Deferred rent receivable ( 2,734 ) ( 1,097 )

17 unchanged sentences

Repayments of revolving credit facility ( 102,000 ) ( 66,000 )

Redemption of operating partnership units

Net proceeds from issuance of shares 47,066 19,324

Debt issuance costs ( 2,282 ) ( 366 )

Deferred offering costs — ( 107 )

Proceeds from issuance of ESPP shares 171 163

2 unchanged sentences

Net cash provided by financing activities 78,737 45,322

Net increase (decrease) in Cash and Escrows and Reserves

Net decrease in Cash and Escrows and Reserves

( 446 ) ( 324 )

Cash and Escrows and Reserves at the beginning of year 2,543 2,867

2 unchanged sentences

Operating partnership units issued for property acquisitions $ 6,745 $ 9,409

$ 9,409 $ 9,619

Assumption of seller financing

Unrealized gain (loss) on derivative instruments

$ 735 $ ( 3,500 )

Reallocation of non-controlling interest $ 407 $ 3,369

Unrealized (loss) gain on derivative instruments, net $ ( 5,475 ) $ 735

Reallocation of noncontrolling interest $ 3,600 $ 407

Reclassification of acquisition deposits included in prepaid expenses and other assets $ 322 $ 188

Accrued capital expenditures included in accounts payable and accrued expenses $ 396 $ 235

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

Accrued costs of capital included in accounts payable and accrued expenses $ 53 $ —

Right of use assets, net $ 119 $ 1,297

Shares issued upon redemption of operating partnership units $ 1,995 $ 862

$ 862 $ 6,730

Reclassification of acquisition deposits and other deferred costs

Write-off of fixed assets no longer in service $ — $ 88

Accrued capital expenditures included in accounts payable and accrued expenses $ 235 $ 348

Assumption of seller financing $ — $ 1,400

Accrued taxes withheld included in accounts payable and accrued expenses $ — $ 54

Right of use assets $ 1,297 $ 169

Accrued costs of capital included in accounts payable and accrued expenses $ — $ 130

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

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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 360 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.

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 333 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 Articles of Amendment and Restatement, 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.

The Company elected to qualify 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 to be taxed 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.

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Use of Estimates

The preparation of financial statements in conformity with the U.S.

generally accepted accounting principles 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.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 applicable sections elsewhere in the Consolidated Financial Statements, the Company’s most significant assumptions and estimates are related to the valuation of investments in real estate properties and impairment of long-lived assets.

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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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred Costs

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

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

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

Cash and Escrows and Reserves

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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.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The management fees arise from contractual agreements with entities that are affiliated with the Company’s CEO.

4 unchanged sentences

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."

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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).

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If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset group, the Company will estimate the fair value of the asset group to determine the amount of an impairment loss that should be recognized.

As a REIT, the Company is generally not subject to federal corporate income tax on the net income (loss) that the Company distributes to its shareholders.

As a REIT, the Company is generally not subject to federal corporate income tax on the net income (loss) that the Company distributes to its stockholders.

The Operating Partnership which holds the Company's properties is a partnership for U.S.

4 unchanged sentences

A valuation allowance is established for deferred tax assets when management anticipates that it is more likely than not that all, or a portion, of these assets would not be realized.

In determining whether a valuation allowance is warranted, all positive and negative evidence and all sources of taxable income such as prior earnings history, expected future earnings, carryback and carryforward periods and tax strategies are considered to estimate if sufficient future taxable income will be generated to realize the deferred tax asset.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

generated to realize the deferred tax asset.

The assessment of the adequacy of a valuation allowance is based on estimates of taxable income by jurisdiction and the period over which deferred tax assets will be recoverable.

2 unchanged sentences

The Company recognizes estimated accrued interest and penalties related to uncertain tax positions in income tax expense.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements

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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.

Derivatives and Hedging Activities for further details.

Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Derivatives and Hedging Activities for further details.

Assets Held for Sale

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During the year ended December 31, 2025, based upon an accumulation of costs in excess of what was originally expected, the Company assessed the recoverability of the carrying amount of its real estate and related intangibles.

The assessment resulted in the remeasurement of two properties, which were written down to their estimated fair value and were 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 remeasurements resulted in impairment losses of $ 0.2 million, which is included in "Casualty and impairment (gains) losses, net" in the Consolidated Statements of Operations and Comprehensive Income.

During the year ended December 31, 2024, based upon an accumulation of costs in excess of what was originally expected, the Company assessed the recoverability of the carrying amount of our real estate and related intangibles.

The assessment resulted in the remeasurement of one property, which was written down to its estimated fair value and was classified as Level 3 in the fair value hierarchy.

1 unchanged sentence

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 loss, net" in the Company's Consolidated Statements of Operations and Comprehensive Income.

No impairment was recorded during the year ended December 31, 2023.

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

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 (gains) losses), net" in the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2025.

The property was subsequently sold during 2025 at a price equal to the carrying value.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration of Credit Risks

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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.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

3 unchanged sentences

Stockholders’ Equity for further details.

Forward Equity Sales

The Company sells shares of common stock through forward sale agreements from time to time to enable the Company to set the price of such shares upon pricing the offering (subject to certain adjustments), while delaying the issuance of such shares and the receipt of the net proceeds by the Company.

To account for the forward sale agreements, the Company considers the accounting guidance governing financial instruments and derivatives.

To date, the Company has concluded that its forward sale agreements are not liabilities as they do not embody obligations to repurchase its shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to its shares.

The Company then evaluates whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments.

The Company has concluded that the agreements are classifiable as equity contracts based on the following assessments:

(i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations;

and (ii) none of the settlement provisions precluded the agreements from being indexed to its own stock.

The Company also considers the potential dilution resulting from the forward sale agreements on the earnings per share calculations.

Prior to settlement, a forward sale agreement will be reflected in the diluted earnings per share calculations using the treasury stock method.

Under this method, the number of shares of the Company’s common stock used in diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of the Company’s common stock that would be issued upon full physical settlement of such forward sale agreement over the number of shares of the Company’s common stock that could be purchased by the Company in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Consequently, prior to settlement of a forward sale agreement, there will be no dilutive effect on the Company’s earnings per share except during periods when the average market price of the Company’s common stock is above the adjusted forward sale price.

However, upon settlement of a forward sale agreement, if the Company elects to physically settle or net share settle such forward sale agreement, delivery of the Company’s shares will result in dilution to the Company’s earnings per share.

Insurance Accounting

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Recent Accounting Standards

In November 2023, the Financial Accounting Standards Board issued ASU 2023-07, Segment Reporting (Topics 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 improves current segment disclosures and requires additional disclosures of segment expenses.

The Company adopted the provisions of ASU 2023-07 as of December 31, 2024 which did not materially impact the Company’s consolidated financial statements, and the required segment disclosures are included above.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements (“ASU 2025-09”).

ASU 2025- 09 expands eligibility of risk components for hedge designation, clarifies the presentation and disclosure requirements for hedging relationships, and simplifies the assessment of hedge effectiveness.

ASU 2025-09 is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years.

The Company is currently evaluating the potential impact of the guidance and potential additional disclosures required.

Real Estate Transactions

The following tables summarizes the Company’s acquisitions for the years ended December 31, 2024 and 2023.

The purchase prices including transaction costs were allocated to the separately identifiable tangible and intangible assets and

The Company’s acquisitions for the years ended December 31, 2025 and 2024 were allocated to separately identifiable tangible and intangible assets and liabilities based on their relative fair values at the date of acquisition.

2025 Activity - During the year ended December 31, 2025, the Company acquired 216 properties (includes 25 properties acquired from a related party.

Related Party Transactions for further details) in various states in individual or portfolio transactions for a combined purchase price of $ 123.1 million, or a total cost of $ 126.5 million including capitalized acquisition costs, which were funded with both the issuance of OP Units to the sellers (valued at approximately $ 6.7 million using the share price of Class A common stock on the date of each issuance of such OP Units) and cash consideration.

Of the total acquisition cost, $ 35.1 million was allocated to land, $ 87.9 million was allocated to buildings and improvements, $ 10.7 million was allocated to intangible assets pertaining to the in-place lease intangibles and above market lease value, $( 7.1 ) million was allocated to intangible liabilities for the below market lease value, $( 0.3 ) million for unfavorable operating leases with purchase options and a seller purchase option that is included in “Accounts payable, accrued expenses and

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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):

Three Months Ended Number of Properties Land Building and Improvements Tenant Improvements In-place lease intangibles Above- market leases Below- market leases Other (1)

March 31, 2024 (3)

29 $ 6,442 $ 12,362 $ 98 $ 1,372 $ 34 $ ( 1,442 ) $ — $ 18,866

June 30, 2024 (4)

70 6,191 21,955 144 1,733 11 ( 1,237 ) — 28,797

September 30, 2024 (5)

35 2,313 11,263 122 1,111 — ( 1,015 ) ( 34 ) 13,760

December 31, 2024 (6)

63 9,163 22,688 169 2,047 67 ( 2,527 ) ( 235 ) 31,372

197 $ 24,109 $ 68,268 $ 533 $ 6,263 $ 112 $ ( 6,221 ) $ ( 269 ) $ 92,795

Three Months Ended Number of Properties Land Building and Improvements Tenant Improvements In-place lease intangibles Above- market leases Below- market leases Other (7)

March 31, 2023 (9)

39 $ 2,802 $ 14,271 $ 152 $ 1,134 $ 43 $ ( 826 ) $ — $ 17,576

June 30, 2023 (10)

39 3,241 12,054 117 1,066 24 ( 483 ) — 16,019

September 30, 2023 11)

70 4,916 19,282 182 1,709 58 ( 983 ) ( 342 ) 24,822

December 31, 2023 (12)

75 5,095 16,345 152 1,638 5 ( 1,571 ) ( 21 ) 21,643

Total 223 $ 16,054 $ 61,952 $ 603 $ 5,547 $ 130 $ ( 3,863 ) $ ( 363 ) $ 80,060

Explanatory Notes :

(1) Includes an intangible liability related to unfavorable operating leases with purchase options on one property and a below market ground lease intangible asset on one property during the three months ended September 30, 2024, and intangible liabilities related to unfavorable operating leases with purchase options on five properties during the three months ended December 31, 2024 that is included in “Accounts payable, accrued expenses and other, net" and "Prepaid expenses and other assets, net" on the Consolidated Balance Sheets, as applicable.

(2) Includes closing costs of approximately $ 0.3 million for the three months ended March 31, 2024, approximately $ 0.5 million for the three months ended June 30, 2024, approximately $ 0.4 million for the three months ended September 30, 2024 and approximately $ 0.7 million for the three months ended December 31, 2024.

(3) Includes the acquisition of 29 properties in various states for cash consideration in individual or portfolio transactions for a price of approximately $ 18.9 million, including closing costs which was funded with both the issuance of OP Units to sellers (valued at approximately $ 5.8 million using the share price of Class A common stock on the date of each issuance of such OP Units) and cash consideration.

(4) Includes the acquisition of 70 properties in various states in individual or portfolio transactions for a price of approximately $ 28.8 million, including closing costs, which was funded with cash consideration.

Also, includes 36 properties acquired from a related party.

Related Party Transactions for further details.

(5) Includes the acquisition of 35 properties in various states in individual or portfolio transactions for a price of approximately $ 13.8 million, including closing costs, which was funded with both the issuance of OP Units to the sellers (valued at approximately $ 1.1 million using the share price of Class A common stock on the date of each issuance of such OP Units) and cash consideration.

other, net" on the Consolidated Balance Sheets and $ 0.2 million for below market ground lease intangible assets that is included in “Prepaid expenses and other assets, net" on the Consolidated Balance Sheets.

2024 Activity - During the year ended December 31, 2024, the Company acquired 197 properties (includes 36 properties acquired from a related party.

Related Party Transactions for further details) in various states in individual or portfolio transactions for a combined purchase price of $ 90.8 million, or a total cost of $ 92.8 million including capitalized acquisition costs which were funded with both the issuance of OP Units to the sellers (valued at approximately $ 9.4 million using the share price of Class A common stock on the date of each issuance of such OP Units) and cash consideration.

Also, includes a debt discount on two properties that is included in "Secured Borrowings, net." See Note 5.

Debt for further details.

(6) Includes the acquisition of 63 properties in various states in individual or portfolio transactions for a price of approximately $ 31.4 million, including closing costs, which was funded with both the issuance of OP Units to the sellers (valued at approximately $ 2.5 million using the share price of Class A common stock on the date of each issuance of such OP Units) and cash consideration.

(7) Includes an intangible liability related to unfavorable operating leases with purchase options on two properties during the three months ended September 30, 2023 and an above market ground lease intangible liability on one property during the three months ended December 31, 2023 that is each included in “Accounts payable, accrued expenses and other, net” on the Consolidated Balance Sheets.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(8) Includes closing costs of approximately $ 0.3 million for the three months ended March 31, 2023, approximately $ 0.2 million for the three months ended June 30, 2023, approximately $ 0.7 million for the three months ended September 30, 2023 and approximately $ 0.6 million for the three months ended December 31, 2023.

(9) Includes the acquisition of 39 properties in various states for cash consideration in individual or portfolio transactions for approximately $ 17.6 million, including closing costs.

(10) Includes the acquisition of 39 properties in various states in individual or portfolio transactions for approximately $ 16.0 million, including closing costs, which was funded with both the issuance of OP Units to the sellers (valued at approximately $ 0.5 million using the share price of Class A common stock on the date of each issuance of such OP Units) and cash consideration.

(11) Includes the acquisition of 70 properties in various states in individual or portfolio transactions for approximately $ 24.8 million, including closing costs, which was funded with both the issuance of OP Units to the sellers (valued at approximately $ 2.8 million using the share price of Class A common stock on the date of each issuance of such OP Units) and cash consideration.

(12) Includes the acquisition of 75 properties in various states in individual or portfolio transactions for approximately $ 21.6 million, including closing costs, which was funded with both the issuance of OP Units to the sellers (valued at approximately $ 6.3 million using the share price of Class A common stock on the date of each issuance of such OP Units) and cash consideration.

The aggregate purchase price for the quarter includes several land parcels that the Company acquired for approximately $ 0.4 million, which may in the future be added to existing or future leases with the USPS or used for other purposes that are consistent with the Company’s investment strategy.

Of the total acquisition cost, $ 24.1 million was allocated to land, $ 68.8 million was allocated to buildings and improvements,$ 6.4 million was allocated to intangible assets pertaining to the in-place lease intangibles and above market lease value, $( 6.2 ) million was allocated to intangible liabilities for the below market lease value and $( 0.3 ) million for unfavorable operating leases with purchase options that is included in “Accounts payable, accrued expenses and other, net" on the Consolidated Balance Sheets and $ 0.1 million for below market ground lease intangible assets that is included in “Prepaid expenses and other assets, net" on the Consolidated Balance Sheets.

Sale of Real Estate

During the year ended December 31, 2025, the Company sold two real estate properties for net proceeds of $ 1.4 million and recorded a loss of $ 0.05 million .

During the year ended December 31, 2024, the Company sold two real estate properties for net proceeds of $ 6.0 million and recorded a net gain of $ 2.4 million .

Casualty Loss

During the year ended December 31, 2024, the Company recorded a casualty loss of $ 0.3 million reflecting the net book value of such asset damaged as a result of vandalism included within "Casualty and impairment losses, net" in the Consolidated Statement of Operations and Comprehensive Income.

Casualty and Impairment (Gains) Losses, Net

During the year ended December 31, 2025, the Company recognized $ 1.0 million in gross charges primarily related to the estimated net book value of several properties damaged and related repairs, offset by an estimated $ 2.2 million of related insurance claims, resulting in a net gain of $ 1.2 million, included within "Casualty and impairment (gains) losses, net" in the Consolidated Statement of Operations and Comprehensive Income.

During the year ended December 31, 2024 , the Company recorded a casualty loss of $ 0.3 million reflecting the net book value of such asset damaged as a result of vandalism included within "Casualty and impairment (gains) losses, net" in the Consolidated Statement of Operations and Comprehensive Income.

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

The Company has comprehensive all risk property insurance coverage on its property subject to the casualty loss, including for business interruption, with a $ 1.5 million limit of liability, subject to conditions, exclusions, deductibles and sub-limits.

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.

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2,463 ( 641 ) 1,822

Sub total - Lease intangible assets

63,027 ( 46,614 ) 16,413

Other intangibles

( 1,139 ) 564 ( 575 )

Below-market leases

5 unchanged sentences

795 ( 490 ) 305

Sub total - Lease intangible assets

$ 52,425 $ ( 39,484 ) $ 12,941

Other intangibles

( 1,262 ) 523 ( 739 )

Below-market leases

3 unchanged sentences

Amortization of acquired above market leases was $ 0.2 million and $ 0.2 million for the years ended December 31, 2025 and 2024, respectively, and is included in “Rental income” in the Consolidated Statements of Operations and Comprehensive Income.

Amortization of acquired below market leases was $ 3.1 million and $ 2.6 million for the years ended December 31, 2024 and 2023, respectively, and is included in “Rental income” in the Consolidated Statements of Operations and Comprehensive Income.

As of December 31, 2024, the weighted average amortization period for the Company’s intangible assets was approximately 3.0 years, 3.2 years and 9.1 years for in-place lease intangibles, above-market leases and below-market leases, respectively.

Amortization of other intangibles was $ 0.4 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively, and is included in "Rental income" in the Consolidated Statements of Operations and Comprehensive Income.Amortization of acquired below market leases was $ 3.5 million and $ 3.1 million for the years ended December 31, 2025 and 2024, respectively, and is included in “Rental income” in the Consolidated Statements of Operations and Comprehensive Income.

As of December 31, 2025, the weighted average amortization period for the Company’s intangible assets and liabilities was approximately 3.8 years , 7.7 years, 3.9 years and 9.2 years for in-place lease intangibles, above-market leases, other intangibles and below-market leases, respectively.

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

1 unchanged sentence

intangibles Above-market

leases Below-market

leases Other intangibles

2026 $ 5,721 $ 318 $ ( 233 ) $ ( 3,307 )

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Revolving Credit Facility (1)(2)(3)

Revolving Credit Facility

$ 39,000 $ 14,000 SOFR + 150 bps (2)

2021 Term Loan 75,000 75,000 SOFR + 143 bps (2)

2022 Term Loan 175,000 125,000 SOFR + 143 bps (2)

November 2029

2030 Term Loan (formerly 2021 Term Loan) (2)(3)

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

2028 Term Loan (formerly 2022 Term Loan) (2)(3)

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

February 2028

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Explanatory Notes:

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

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

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

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

On October 25, 2024, the Company amended the Credit Facilities (the "Third Amendment") to, among other things, replace the Bank of Montreal with Truist Bank as the administrative agent, letter of credit issuer and swingline lender.

In addition, the Third Amendment increases the 2022 Term Loan commitments in an aggregate principal amount of up to $ 50.0 million in which the Company further exercised $ 40.0 million under the 2022 Term Loan, and on a delayed-draw basis, $ 10.0 million.

(1) On August 9, 2021, the Company entered into a Credit Agreement, 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) $ 290.0 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.

As of December 31, 2025, the Company had $ 329.0 million of aggregate principal amount outstanding under our Credit Facilities, with 175.0 million drawn on the 2028 Term Loan, 115.0 million drawn on the 2030 Term Loan and $ 39.0 million drawn on the Revolving Credit Facility.

During the years ended December 31, 2025 and 2024, the Company incurred $ 0.2 million and $ 0.3 million, respectively, of unused facility fees related to the Revolving Credit Facility.

As of December 31, 2025, the Company was in compliance with all of the Credit Facilities’ debt covenants.

In addition, during the year ended December 31, 2025, and 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) 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 January 2026, which may be extended for two six-month periods subject to customary conditions, the 2021 Term Loan matures in January 2027 and the 2022 Term Loan matures in February 2028.

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

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

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

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

commitments under the Revolving Credit Facility.

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.

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

During the years ended December 31, 2024 and 2023, the Company incurred $ 0.3 million and $ 0.3 million, respectively, of unused facility fees related to the Revolving Credit Facility.

As of December 31, 2024, the Company was in compliance with all of the Credit Facilities’ debt covenants.

(2) Based upon the one-month Adjusted Term SOFR, which is SOFR plus a term SOFR adjustment of 0.10 % subject to a 0 % floor (the “Adjusted Term SOFR”).

Upon the Company's achievement of certain sustainability targets for 2023, the applicable margins for the Credit Facilities were reduced by 0.02 % for the year ended December 31, 2024, which is reflected in the margins noted in the table above.

Interest rates disclosed are based upon the one-month Adjusted Term SOFR, which is SOFR plus, for periods prior to the CF Closing Date, a term SOFR adjustment of 0.10 % subject to a 0 % floor (the “Adjusted Term SOFR”).

(3) On February 20, 2026, the Company's amounts outstanding under the Revolving Credit Facility and 2030 Term Loan were impacted by the Company's upsize of its Credit Facilities pursuant to the Commitment Amount Increase Request, as more fully described in Item 7, "Indebtedness and Interest Expense," above.

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

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(7) 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.

(8) The loan is secured by a first mortgage lien on an industrial property located in Warrendale, Pennsylvania.

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Derivatives and Hedging Activities

As of December 31, 2024, the Company had nine interest rate swaps with a total notional amount of $ 250.0 million that are used to manage its interest rate risk and fix the SOFR component on the term loans of the Credit Facilities:

As of December 31, 2025, the Company had eleven 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)

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$ 10,000 5.472 % November 2024 February 2028

$ 10,000 4.755 % September 2025 January 2030

$ 30,000 4.723 % September 2025 January 2030

Explanatory Note :

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

Amount of gain recognized on derivative in "Accumulated other comprehensive income" $ 5,809 $ 1,115

Amount of income (loss) reclassified from "Accumulated other comprehensive income" into interest expense

Amount of (loss) gain recognized on derivative in "Accumulated other comprehensive income"

$ ( 2,048 ) $ 5,809

Amount of income reclassified from "Accumulated other comprehensive income" into interest expense

$ 3,428 $ 5,074

"Interest expense, net" presented in the Consolidated Statements of Operations and Comprehensive Income, in which the effects of cash flow hedges are recorded, totaled $ 16.2 million and $ 12.8 million for the years ended December 31, 2025 and 2024, respectively.

2 unchanged sentences

Lessor Accounting

As of December 31, 2024, the Company's properties were leased primarily to the USPS, with leases expiring at various dates through February 28, 2035.

As of December 31, 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 December 31, 2025 as discussed below.

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

(2) As of December 31, 2024, the leases at seven of the Company's properties were expired, and the USPS was occupying such properties as a holdover tenant.

(2) As of December 31, 2025, the leases at five of the Company's properties were expired, and the USPS was occupying such properties as a holdover tenant.

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

2 unchanged sentences

As of December 31, 2025, operating leases for 94 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, in each case as of dates set forth in the lease agreement.

As of December 31, 2024, 80 of these properties had an aggregate carrying value of approximately $ 57.9 million with an aggregate purchase option price of approximately $ 75.0 million and the remaining four properties had an aggregate carrying value of approximately $ 3.3 million with purchase options exercisable at fair market value.

As of December 31, 2025, 89 of these properties had an aggregate carrying value of approximately $ 67.5 million with an aggregate purchase option price of approximately $ 90.4 million and the remaining five properties had an aggregate carrying value of approximately $ 5.9 million with purchase options exercisable at fair market value.

During the year ended December 31, 2025, a tenant exercised a purchase option.

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

Investment in Financing Leases, Net

26 unchanged sentences

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

Operating lease expense for the years ended December 31, 2024 and 2023 were $ 0.3 million and $ 0.2 million, respectively.

Operating lease expense for the years ended December 31, 2025 and 2024 was $ 0.4 million and $ 0.3 million, respectively.

Related Party Transactions for more details.

4 unchanged sentences

Interest discount

In connection with the IPO, the Company and REAC jointly elected to treat REAC as a TRS.

In connection with the IPO, the Company and REAC jointly elected to treat REAC as a TRS for federal income tax purposes, which may be subject to U.S.

federal, state, and local income taxes on its taxable income.

REAC performs management services, including for properties the Company does not own, and advisory services to third-party owners of postal properties.

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

For the years ended December 31, 2024 and 2023, income tax expense and income tax benefit related to REAC was $ 0.1 million and $ 0.1 million, respectively.

In connection with the IPO, the indirect sole shareholder of United Postal Holdings, Inc.

("UPH"), a portion of the Company's predecessor, agreed to reimburse the Company for unrecognized tax benefits primarily related to the utilization of certain loss carryforwards at UPH.

The Company recorded an indemnification asset in the same amount as the unrecognized tax benefits.

The indirect sole shareholder of UPH will be responsible for all tax related matters related to UPH.

During the year ended December 31, 2023, the Company reversed $ 0.02 million of unrecognized tax benefits inclusive of interest and penalties due to the expiration of statute of limitations, with an offsetting adjustment to the indemnification asset.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

For the Years Ended For the Year Ended December 31,

Gross unrecognized tax benefits, beginning of year $ 23

Reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations ( 23 )

For the years ended December 31, 2025 and 2024, income tax expense related to REAC was immaterial and $ 0.1 million, respectively.

The Company and REAC are subject to examinations by federal and state and local tax authorities beginning with the tax year ended December 31, 2021.

UPH was subject to examinations by federal tax authorities for tax years 2018 through 2019.

Cash paid for taxes for each of the years ended December 31, 2025 and 2024 was $ 0.1 million and $ 0.09 million, respectively.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

REAC recognized management fee income of $ 1.0 million and $ 1.4 million for the years ended December 31, 2025 and 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.

These amounts are included in

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

“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 December 31, 2025 and 2024, respectively, are included in “Rent and other receivables” on the Consolidated Balance Sheets.

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 “Office Lease”).

Pursuant to the Office Lease, the monthly rent is $ 15,000 subject to escalations.

The term of the Office Lease is five years commencing on May 17, 2019 and expired on May 16, 2024.

In May 2024, the Office Lease was extended to the December 31, 2024 at the same rental rate.

Rental expenses associated with the Office Lease for the years ended December 31, 2024 and 2023 were $ 0.2 million and $ 0.2 million, respectively, and was recorded in “General and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Income.

The Company determined this Office Lease was an operating lease.

For further details, see Note 7.

In December 2024, the Company entered into a new lease with the Company's CEO (the "2025 Office 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 an entity affiliated 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 years ended December 31, 2025 and 2024 were $ 0.2 million and $ 0.2 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.

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 Andrew Spodek, 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 the 360 managed properties.

In connection with the ROFO Agreement, the Company obtained a right of first offer to acquire from the Related Party up to 250 postal properties that are 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 "2024 ROFO").

On December 9, 2025, the Company acquired from the Related Party a portfolio of 25 properties currently leased to the USPS for approximately $ 13.9 million in cash, excluding closing costs (together with the 2024 ROFO, the

"ROFO Transactions").

In each case, entry by the Company into the ROFO Transactions was approved by a Special Committee of the Company’s Board of Directors consisting of the Company's four independent directors.

The Company has a remaining right of first offer to purchase 189 of our 333 managed postal properties.

As disclosed above in Note 5.

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Stockholders’ Equity

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, from time to time, shares of its Class A common stock having an aggregate sales price of up to $ 50.0 million.

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 from up to $ 50.0 million to up to $ 150.0 million.

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, Mizuho Markets Americas LLC, as additional forward purchaser, and Mizuho, as additional forward seller (in its capacity as agent for its affiliated forward purchaser).

There was no change to the aggregate offering amount of $ 150.0 million.

(“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 periods presented (dollars and shares issued in thousands, except per share amounts).

12 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Explanatory Note:

(1) During the year ended December 31, 2023, the Company entered into forward sales transactions under the ATM Program for the sale of 798,847 shares of its Class A common stock, which were all subsequently settled during 2023.

Dividends and Distributions

During the year ended December 31, 2025, the Company's Board of Directors approved and the Company declared and paid dividends or distributions, as applicable, of $ 30.8 million to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $ 0.97 per share or unit, as shown in the table below.

Declaration Date Record Date Date Paid Amount Per Share or Unit

February 2, 2024 February 16, 2024 February 29, 2024 $ 0.24

Declaration Date Record Date Payment Date

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 23, 2024 August 2, 2024 August 30, 2024 $ 0.24

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

October 21, 2025 November 4, 2025 November 28, 2025 $ 0.2425

During the year ended December 31, 2024, the Company's Board of Directors approved and the Company declared and paid dividends or distributions, as applicable, of $ 28.0 million to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $ 0.96 per share or unit, as shown in the table below..

Declaration Date Record Date Date Paid Amount Per Share or Unit

Declaration Date Record Date Payment Date

Amount Per Share or Unit

February 2, 2024 February 16, 2024 February 29, 2024 $ 0.2400

4 unchanged sentences

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 year ended December 31, 2024, the Company issued 151,916 LTIP Units to the Company's CEO for his 2023 incentive bonus, his election to defer 100 % of his 2024 annual salary and for long term incentive compensation, 51,490 LTIP Units to the Company’s president for his 2023 incentive bonus, 53,906 LTIP Units to the Company's Chief Financial Officer for his 2023 incentive bonus and for long term incentive compensation, 43,526 LTIP Units in May 2024 to the Board of Directors for their annual retainers as compensation for their services as directors and for long term incentive compensation, 51,940 LTIP Units to certain other employees for their 2023 incentive bonus and for long term incentive compensation and 4,545 LTIP Units to a consultant under the consultancy agreement with the Company.

During the year ended December 31, 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, 67,138 LTIP Units to the Company's current CFO in connection with his hiring, 46,944 LTIP Units in May 2025 to the Board of Directors for their annual retainers as compensation for their services as directors 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.

In addition, during the years ended December 31, 2025 and 2024, the Company issued 510,380 and 664,182 OP Units, respectively, to certain contributors in connection with portfolio acquisitions (for further details, see Note 3.

Real Estate Acquisitions).

As of December 31, 2024 and December 31, 2023, non-controlling interests consisted of 4,998,738 OP Units and 1,241,944 LTIP Units and 4,387,334 OP Units and 884,621 LTIP Units, respectively.

As of December 31, 2025 and 2024 , non-controlling interests consisted of 5,384,016 OP Units and 1,669,217 LTIP Units and 4,998,738 OP Units and 1,241,944 LTIP Units, respectively.

This represented approximately 20.7 % and 20.9 % of the outstanding Operating Partnership units as of December 31, 2025 and 2024, respectively.

1 unchanged sentence

Beginning on or after the date which is 12 months after the date on which a person first became 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.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2025, (i) 23,198 LTIP Units were redeemed for 23,198 OP Units (the "Converted LTIP Units") and (ii) 148,300 OP Units (inclusive of the Converted LTIP Units) were redeemed for 148,300 shares of Class A common stock.

During the year ended December 31, 2024, 52,778 OP Units were redeemed for 52,778 shares of Class A common stock.

During the year ended December 31, 2023, 402,433 OP Units and 2,673 LTIP Units were redeemed for 405,106 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.

During the year ended December 31, 2023, 37,500 OP Units were also redeemed for cash for the total amount of $ 0.6 million.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Operating Partnership unitholders are entitled to share in cash distributions from the Operating Partnership in proportion to their percentage ownership of OP Units.

8 unchanged sentences

Outstanding, as of January 1, 2025 505,342 1,241,944 346,946 2,094,232 $ 15.76

Granted 102,125 357,323 114,136 573,584 $ 14.29

104,180 563,189 104,176 771,545 $ 13.17

Conversion to common stock

— ( 23,198 ) — ( 23,198 ) $ 17.60

Vesting of restricted shares and RSUs (6)

5 unchanged sentences

(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 .

Also includes 5,336 shares of restricted stock granted to a consultant under the consultancy agreement with the Company, which shares will vest on February 28, 2025.

(3) Includes 151,916 LTIP Units granted to the Company’s CEO, 51,490 LTIP Units granted to the Company's President and 53,906 LTIP Units granted to the Company's Chief Financial Officer, which vest over three years or cliff vest at the end of eight years .

Also includes 51,940 LTIP Units granted to certain other employees of the Company, certain of which vested fully on date of grant with the remaining vesting over three years or cliff vest at the end of eight years , 43,526 LTIP Units granted to the Company's independent directors that vest over three years or cliff vest at the end of three years and 4,545 LTIP Units granted to a consultant under the consultancy agreement with the Company, which shares will vest on June 30, 2025.

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, 67,138 LTIP Units to the Company's current CFO in connection with his hiring and 12,952 LTIP Units granted to the Company's former Chief Financial Officer, which vest over three years or cliff vest at the end of eight years .

Also, includes 46,944 LTIP Units granted to the Company's independent directors that vest over three years or cliff vest at the end of three years , 121,913 LTIP Units granted to certain other employees of the Company, certain of which vested fully on 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 year ended December 31, 2025 subject to the achievement of a service condition and a market condition.

1 unchanged sentence

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 34,841 time-based RSUs issued for 2023 incentive

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

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

bonuses to certain employees that vested fully on February 2, 2024, the date of grant.

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

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

In January 2025, the Company issued 198,335 LTIP Units to the Company’s CEO for his 2024 incentive bonus and his election to defer 100 % of his 2025 annual salary and 90,909 LTIP Units to the Company’s President for his 2024 incentive bonus.

In February 2026, the Company issued 169,431 LTIP Units to the Company’s CEO for his 2025 incentive bonus and his election to defer 100 % of his 2026 annual salary and 91,287 LTIP Units to the Company’s President for his 2025 incentive bonus.

LTIP Units issued to the Company’s CEO and President in lieu of cash compensation will cliff vest on the eighth anniversary of February 1, 2026.

In addition, in January 2025, the Company issued 36,459 restricted shares of Class A common stock for annual grants to employees and 13,814 RSUs, 111,292 LTIP units and 10,286 restricted shares of Class A common stock to other employees for their 2024 incentive bonus.

In addition, in February 2026, the Company issued 48,092 restricted shares of Class A common stock for annual grants to employees and 11,325 RSUs, 72,822 LTIP units and 9,843 restricted shares of Class A common stock to other employees for their 2025 incentive bonus.

RSUs reflect the right to receive shares of Class A common stock.

RSUs and certain LTIP Units issued to employees for 2025 incentive bonuses vested fully on the date of grant.

Certain restricted shares of Class A common stock issued to employees and consultants will vest in three equal, annual installments on each of the first three anniversaries of February 1, 2025, while other restricted shares of Class A common stock and LTIP Units issued to employees in lieu of cash compensation will cliff vest on the third, fifth or eighth anniversary of February 1, 2025.

The Company also issued 768 restricted shares of Class A common stock in January 2025 to certain employees for work anniversaries, which shares vested fully on the date of grant.

In January 2025, the Company also issued an aggregate of 44,574 LTIP Units and 28,668 of restricted shares of Class A common stock to certain officers and employees of the Company.

Certain restricted shares of Class A common stock issued to employees and consultants will vest in three equal, annual installments on each of the first three anniversaries of February 1, 2026, while other restricted shares of Class A common stock and LTIP Units issued to employees in lieu of cash compensation will cliff vest on the third or eighth anniversary of February 1, 2026.

The Company also issued 1,129 restricted shares of Class A common stock in February 2026 to certain employees for work anniversaries, which shares vested fully on the date of grant.

In February 2026, the Company also issued an aggregate of 35,515 LTIP Units and 22,610 of restricted shares of Class A common stock to certain officers and employees of the Company.

The LTIP Units and restricted shares of Class A common stock will vest in three equal, annual installments over the approximately three-year period ending February 1, 2029, subject to continued employment with the Company.

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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 January 2023, 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 exceeded the threshold performance hurdles for the 2020 Performance-Based Awards and, as a result, approved the payout of (i) 27,456 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.

In February 2024, the Company's Corporate Governance and Compensation Committee (the "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-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 February 2024, the Company's 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-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.

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

During the year ended December 31, 2023, the Company issued 52,154 RSUs (the “2023 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, 2025.

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

In January 2026, the Company's CGC Committee determined that the Company's total stockholder return for such three-year performance period met the threshold performance hurdles for the 2023 Performance-Based Awards and, as a result, approved the payout of (i) 64,211 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.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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”).

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, during the year ended December 31, 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 year ended December 31, 2025.

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

Klein's remaining awards for the year ended December 31, 2025.

During the year ended December 31, 2025, the Company recognized compensation expense of $ 5.6 million and $ 0.7 million in “General and administrative expenses” and "Property operating expenses" in the Consolidated Statements of Operations and Comprehensive Income, respectively, related to all awards.

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In addition to the subsequent events discussed elsewhere in the notes to the Consolidated Financial Statements, the following events occurred subsequent to December 31, 2025:

The Company's Board of Directors approved, and on January 30, 2025, the Company declared a fourth quarter 2024 common stock dividend of $ 0.2425 per share, which is payable on February 28, 2025 to stockholders of record as of February 14, 2025.

As of February 26, 2025, the Company had $ 26.0 million drawn on the Revolving Credit Facility.

As of February 26, 2025 and during the period subsequent to December 31, 2024, the Company closed on the acquisitions of 18 properties for approximately $ 8.4 million, excluding closing costs.

As of February 26, 2025, the Company sold one vacant property for a total sales price of approximately $ 0.8 million.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of February 26, 2025 and during the period subsequent to December 31, 2024, the Company had entered into definitive agreements to acquire 15 properties for approximately $ 11.0 million.

The majority of these transactions are anticipated to close during the second and third quarters of 2025, subject to the satisfaction of customary closing conditions.

The Company's Board of Directors approved, and on January 29, 2026, the Company declared a fourth quarter 2025 common stock dividend of $ 0.245 per share, which is payable on February 27, 2026 to stockholders of record as of February 13, 2026.

On February 20, 2026, the Company entered into the Commitment Amount Increase Request (the "Commitment Increase") pursuant to which (i) the Revolving Credit Facility was increased to $ 250.0 million in the aggregate, (ii) the 2028 Term Loan was increased to $ 190.0 million in the aggregate (all of which has been advanced to the Company) and (iii) The Bank of Nova Scotia was added as a lender under the Credit Agreement.

As of February 24, 2026, and after giving effect to the Commitment Increase, (1) $ 50.0 million remains under the Revolving Credit Facility accordion, (2) $ 85.0 million remains under the accordion for the Term Loan and (3) the Company had $ 31.0 million drawn on the Revolving Credit Facility.

As of February 24, 2026 and during the period subsequent to December 31, 2025, the Company closed on the acquisitions of 28 properties for approximately $ 10.3 million, excluding closing costs.

In addition, as of February 24, 2026 and during the period subsequent to December 31, 2025, the Company had entered into definitive agreements to acquire 13 properties for approximately $ 2.5 million.

The majority of these transactions are anticipated to close during the first and second quarters of 2026, subject to the satisfaction of customary closing conditions.

However, the Company can provide no assurances that the properties will be consummated on the terms of timeframe described herein, or at all.

As of February 24, 2026 and during the period subsequent to December 31, 2025, the Company issued 512,421 shares of its Class A common stock under the ATM Program for gross proceeds of approximately $ 8.6 million.

In addition, as of February 24, 2026, the Company entered into forward sales transactions under the ATM Program for the sale of 1,990,113 shares of its Class A common stock, none of which have been settled to date.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data