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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-27 · 53 added, 11 removed, 206 unchanged (24% of the section changed)

12 unchanged sentences

OTHER INFORMATION

10b5-1 Plan Arrangements

On December 2, 2025 , Jeremy Garber , our President , entered into a pre-arranged trading plan (the “10b5-1 plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

Under the 10b5-1 plan, Mr.

Garber can sell up to 15,000 shares of our Class A common stock between March 4, 2026 and March 3, 2027 , subject to price and trading limitations under the plan .

Commitment Amount Increase

On February 20, 2026, we 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 and (2) $85.0 million remains under the accordion for the Term Loan.

The foregoing summary of the terms of the Commitment Increase is only a brief descriptions of certain terms therein and does not purport to be complete descriptions of the rights and obligations of the parties thereunder.

The Commitment Increase is attached as Exhibit 10.32 to this Annual Report on Form 10-K and is incorporated herein by reference into this Item 9B.

ATM Program Update

On February 24, 2026, we entered into separate open market sale agreements under our ATM Program (the “Additional Sale Agreements”) with each of (i) J.P.

Morgan Securities LLC (“J.P.

Morgan”) and Scotia Capital (USA) Inc.

(“ScotiaBank”), as additional sales agents, (ii) JPMorgan Chase Bank, National Association and The Bank of Nova Scotia, as additional forward purchasers, and (iii) J.P.

Morgan and ScotiaBank as additional forward sellers (in each case in its capacity as agent for its affiliated forward purchaser).

The Additional Sale Agreements also provide that, in addition to the issuance and sale of shares of our Class A common stock by us through J.P.

Morgan and ScotiaBank, we may also enter into one or more forward sale agreements under a master forward confirmation (the “Master Confirmation”) and related supplemental confirmation, each between us and JPMorgan Chase Bank, National Association and The Bank of Nova Scotia.

The Additional Sale Agreements, including the Master Confirmation, have the same terms as our existing open market sale agreements (each as amended from time to time, the “Existing Sale Agreements,” and together with the Additional Sale Agreements, the “Sale Agreements”), dated November 4, 2022 with each of Jefferies LLC (“Jefferies”) Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Truist Securities, Inc.

(“Truist”), as sales agents, each of Jefferies, Stifel and Truist Bank, as forward purchasers, and each of Jefferies, Stifel and Truist as forward sellers, and dated November 4, 2024 with each of Mizuho Securities USA LLC (“Mizuho”) and M&T Securities, Inc., as sales agents, Mizuho Markets Americas LLC, as forward purchaser, and Mizuho as forward seller.

On February 24, 2026, we also entered into an amendment (the “Amendment”) to each of the Existing Sales Agreements.

The Amendment increases the aggregate offering amount under the Existing Sales Agreements from up to $150.0 million to up to $300.0 million.

The foregoing summary of the terms of the Additional Sale Agreements, the Master Confirmations and the Amendment are only brief descriptions of certain terms therein and do not purport to be complete descriptions of the rights and obligations of the parties thereunder.

A form of the Sale Agreement, which was signed by each sales agent, forward purchaser and forward seller, is filed as Exhibit 1.1 and a form of Master Confirmation, which was signed by each forward purchaser, is filed as Exhibit 1.2.

to our Current Report on Form 8-K filed on November 4, 2022 and are incorporated by reference into this Item 9.B.

Forms of the Amendment are attached as Exhibits 10.39 and 10.40 to this Annual Report on Form 10-K and are incorporated by reference into this Item 9B.

The legal opinion of Venable LLP relating to the legality of the issuance and sale of the additional shares of Class A common stock pursuant to the Amendment and the Additional Sale Agreements is attached as Exhibit 5.1 to this Annual Report on Form 10-K.

Transactions by the company in its own securities are monitored by internal and external legal counsel for compliance with applicable securities laws.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

2 unchanged sentences

The information required by Item 10 is incorporated by reference to our definitive Proxy Statement for our 2026 annual stockholders’ meeting.

We have adopted an insider trading policy governing the purchase, sale, and other disposition of our securities by our directors, officers, and employees.

We believe this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company.

A copy of our insider trading policy is filed as Exhibit 19 to this Form 10-K.

Transactions by the Company involving company securities are monitored by internal and external legal counsel for compliance with applicable securities laws.

EXECUTIVE COMPENSATION

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As of December 31, 2025

Number of Properties (1) Encumbrances Initial Cost to Company Cost Capitalized Subsequent to Acquisition Gross Amount Carried at Close of Period (2) Accumulated Depreciation Date Acquired Depreciable Life

Number of Properties (1) Encumbrances Initial Cost to Company Cost Capitalized Subsequent to Acquisition (2)

Gross Amount Carried at Close of Period (3)

Accumulated Depreciation Date Acquired Depreciable Life

State/Territory Land Buildings & Improvements Land Buildings & Improvements Total

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(1) Excludes two properties accounted for as direct financing leases.

(2) Includes casualty and impairment losses of real estate.

(3) The aggregate cost for Federal Income Tax purposes was approximately $ 789.4 million as of December 31, 2025.

7 unchanged sentences

Casualty and impairment losses

( 1,071 ) ( 454 )

Cost of property sold

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4.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the Commission on March 27, 2020).

5.1 Opinion of Venable LLP as to the validity of the Shares.*

10.1 First Amended and Restated Agreement of Limited Partnership of the Postal Realty LP, dated May 16, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

29 unchanged sentences

2019 Equity Incentive Plan, effective as of June 18, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 21, 2021) .†

10.24 Form of 2019 Equity Incentive Plan Stock Award Agreement and Notice (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).†

Exhibit Number Description

10.24 Form of 2019 Equity Incentive Plan Stock Award Agreement and Notice (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).†

10.25 Form of 2019 Employee Stock Purchase Plan of the Company (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).

3 unchanged sentences

10.29 Second Amendment to Credit Agreement, dated July 24, 2023, by and among Postal Realty LP, the Company, the certain subsidiaries from time to time party thereto as guarantors, and Bank of Montreal, as administrative agent, and the several banks and financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 26, 2023).

10.30 Resignation and Appointment of Administrative Agent, L/C Issuer and Swingline Lender and Third Amendment to Credit Agreement, dated October 25, 2024, by and among Postal Realty LP, Postal Realty Trust, Inc., the certain subsidiaries from time to time party thereto as guarantors, and Truist Bank, as administrative agent, and the several banks and financial institutions party thereto as lenders (incor porated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 28, 2024).

10.30 Resignation and Appointment of Administrative Agent, L/C Issuer and Swingline Lender and Third Amendment to Credit Agreement, dated October 25, 2024, by and among Postal Realty LP, Postal Realty Trust, Inc., the certain subsidiaries from time to time party thereto as guarantors, and Truist Bank, as administrative agent, and the several banks and financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 28, 2024).

10.31 Amended and Restated Credit Agreement, dated September 19, 2025, by and among Postal Realty LP, Postal Realty Trust, Inc., the certain subsidiaries from time-to-time party thereto as guarantors, Truist Bank, as administrative agent, and the several banks and financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 22, 2025).

Commitment Amount Increase Request, dated February 20, 2026, by and among Postal Realty LP, Truist Bank, as administrative agent, and the several banks and financial institutions party thereto as lender.*

10.33 Open-End Mortgage, Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of December 18, 2020, by and among Thorn Hill Postal Realty Holdings LLC, The United States Life Insurance Company in the City of New York and National Union Fire Insurance Company of Pittsburgh, PA (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 21, 2020).

3 unchanged sentences

10.37 Suretyship Agreement, dated December 18, 2020, in favor of The United States Life Insurance Company in the City of New York and National Union Fire Insurance Company of Pittsburgh, PA (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on December 21, 2020).

19.1 I nsider Trading Po licy .

10.38 Transition and General Release Agreement dated June 18, 2025, by and between the Company and Robert Klein (incorporation by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 18, 2025).

10.39 Form of Amendment to the Open Market Sale Agreement (Forward).*

10.40 Form of Non-For ward Open Market Sale Agreement Amendment .*

19.1 Insider Trading Policy.

21.1 Subsidiaries of the Company.*

23.1 Consent of Deloitte & Touche LLP.*

23.2 Consent of Venable LLP (included in Exhibit 5.1).*

31.1 Certification of Annual Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 .*

4 unchanged sentences

Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

97.1 Incentive Compensation Recoupment Policy.

( incorporated by reference to Exhibit 9 7.1 to the Comp any's Annual Report on Form 10-K filed on February 2 9 , 2024 ).

97.1 Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed on February 29, 2024).

101.INS INSTANCE DOCUMENT**

101.SCH SCHEMA DOCUMENT**

Exhibit Number Description

101.CAL CALCULATION LINKBASE DOCUMENT**

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(i) Consolidated Balance Sheets;

(ii) Consolidated Statements of Operations

and Comprehensive Income;

(ii) Consolidated Statements of Operations and Comprehensive Income;

(iii) Consolidated Statements of Changes in Equity;

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Andrew Spodek (Principal Executive Officer)

/s/ Robert B.

Klein Chief Financial Officer February 26, 2025

Klein (Principal Financial Officer)

/s/ Stephen Bakke Chief Financial Officer February 24, 2026

Stephen Bakke

(Principal Financial Officer)

/s/ Matt Brandwein Executive Vice President, Chief Accounting Officer February 24, 2026

9 unchanged sentences

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 9A. Controls and Procedures