Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the rules and regulations of the SEC and that such information is accumulated and communicated to management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
We have carried out an evaluation, under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial Officer, regarding the effectiveness of our disclosure controls and procedures as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. Based on the foregoing, our Principal Executive Officer and Principal Financial Officer have concluded, as of December 31, 2025, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management, including our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the original framework in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. 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
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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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference to our definitive Proxy Statement for our 2026 annual stockholders’ meeting.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 is incorporated by reference to our definitive Proxy Statement for our 2026 annual stockholders’ meeting.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is incorporated by reference to our definitive Proxy Statement for our 2026 annual stockholders’ meeting.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is incorporated by reference to our definitive Proxy Statement for our 2026 annual stockholders’ meeting.
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PART IV
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) Financial Statements
Our consolidated financial statements and notes thereto, together with the Reports of Independent Registered Public Accounting Firm are included in Item 8 of this Annual Report on Form 10-K commencing on page F-1.
(2) Financial Statement Schedules
Our financial statement schedule is included in Part IV of this Annual Report on Form 10-K.
(3) Exhibits
A list of exhibits to this Annual Report on Form 10-K is set forth on the Index to Exhibits commencing on page 56 and is incorporated herein by reference.
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Postal Realty Trust, Inc.
Schedule III - Real Estate and Accumulated Depreciation
As of December 31, 2025
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
(Yrs) (4)
State/Territory Land Buildings & Improvements Land Buildings & Improvements Total
Alabama 35 — 3,930 21,347 287 3,930 21,634 25,564 ( 2,575 ) 2013-2025
40
Alaska 2 — 302 732 — 302 732 1,034 ( 33 ) 2018-2024
40
Arizona 19 — 2,483 10,750 26 2,483 10,776 13,259 ( 733 ) 2021-2025
40
Arkansas 39 — 1,929 6,966 58 1,929 7,024 8,953 ( 1,362 ) 2013-2025
40
California 41 — 16,819 27,316 354 16,808 27,683 44,491 ( 2,741 ) 2019-2025
40
Colorado 33 — 4,228 16,005 115 4,228 16,120 20,348 ( 2,074 ) 2019-2025
40
Connecticut 15 — 3,309 8,894 163 3,309 9,057 12,366 ( 924 ) 2013-2025
40
Delaware 3 — 361 799 16 361 815 1,176 ( 100 ) 2020-2023
40
Florida 50 — 11,760 28,057 982 11,760 29,039 40,799 ( 2,334 ) 2013-2025
40
Georgia 43 — 2,957 11,584 299 2,957 11,883 14,840 ( 1,287 ) 2013-2025
40
Hawaii 1 — 1,810 1,447 168 1,810 1,615 3,425 ( 202 ) 2021 40
Idaho 14 — 646 5,393 — 646 5,393 6,039 ( 448 ) 2013-2025
40
Illinois 99 — 2,155 14,393 643 2,155 15,036 17,191 ( 1,592 ) 2013-2025
40
Indiana 37 — 1,651 9,424 1,333 1,920 10,492 12,412 ( 1,142 ) 2019-2025
40
Iowa 43 — 1,003 7,470 256 1,003 7,726 8,729 ( 1,057 ) 2013-2025
40
Kansas 40 — 1,240 11,434 3,429 1,240 14,863 16,103 ( 1,576 ) 2013-2025
40
Kentucky 28 — 1,196 4,649 54 1,196 4,703 5,899 ( 619 ) 2013-2025
40
Louisiana 41 — 2,828 10,384 214 2,828 10,598 13,426 ( 1,792 ) 2013-2025
40
Maine 55 — 3,416 7,604 423 3,416 8,027 11,443 ( 912 ) 2013-2025
40
Maryland 13 — 2,179 4,119 37 2,179 4,156 6,335 ( 386 ) 2013-2025
40
Massachusetts 28 — 16,772 22,683 154 16,772 22,837 39,609 ( 2,916 ) 2007-2025
40
Michigan 79 — 3,700 14,896 765 3,700 15,661 19,361 ( 2,260 ) 2011-2025
40
Minnesota 77 280 1,981 16,867 639 1,981 17,506 19,487 ( 1,835 ) 2013-2025
40
Mississippi 35 — 1,930 8,496 219 1,930 8,715 10,645 ( 1,172 ) 2013-2025
40
Missouri 47 — 1,559 8,287 311 1,559 8,598 10,157 ( 1,302 ) 2013-2025
40
Montana 16 1,400 739 5,221 139 739 5,360 6,099 ( 657 ) 2013-2024
40
Nebraska 42 — 1,157 6,473 129 1,157 6,602 7,759 ( 528 ) 2013-2025
40
Nevada 5 — 591 3,301 — 591 3,301 3,892 ( 388 ) 2013-2023
40
New Hampshire 8 — 519 1,231 18 519 1,249 1,768 ( 193 ) 2019-2022 40
New Jersey 11 — 1,242 4,585 65 1,242 4,650 5,892 ( 365 ) 2019-2024
40
New Mexico 12 — 1,419 4,469 — 1,419 4,469 5,888 ( 295 ) 2019-2025
40
New York 81 — 7,511 27,084 409 7,511 27,493 35,004 ( 2,537 ) 2019-2025
40
North Carolina 73 — 8,800 24,050 496 8,800 24,546 33,346 ( 3,423 ) 2013-2025
40
North Dakota 26 — 250 2,487 26 250 2,513 2,763 ( 406 ) 2013-2025
40
Ohio 59 844 4,173 19,067 786 4,173 19,853 24,026 ( 2,456 ) 2006-2025
40
Oklahoma 76 — 2,581 14,080 347 2,581 14,427 17,008 ( 2,215 ) 2013-2025
40
Oregon 11 — 3,085 6,555 27 3,085 6,582 9,667 ( 448 ) 2020-2024
40
Pennsylvania 109 31,634 9,755 68,848 877 9,755 69,725 79,480 ( 10,890 ) 2005-2025
40
Puerto Rico 2 — 517 635 — 517 635 1,152 ( 45 ) 2022-2025
40
South Carolina 35 — 2,966 9,993 1,252 2,966 11,245 14,211 ( 1,059 ) 2019-2025
40
South Dakota 27 — 549 3,676 ( 16 ) 541 3,668 4,209 ( 489 ) 2013-2024
40
Tennessee 36 — 3,645 12,420 118 3,645 12,538 16,183 ( 1,701 ) 2013-2025
40
Texas 133 — 9,140 37,143 923 9,140 38,066 47,206 ( 5,334 ) 2005-2025
40
Utah 4 — 238 1,570 — 238 1,570 1,808 ( 179 ) 2020-2024
40
Vermont 22 — 1,556 5,374 171 1,556 5,545 7,101 ( 594 ) 2019-2025
40
Virginia 38 — 3,466 15,516 227 3,466 15,743 19,209 ( 1,595 ) 2019-2025
40
Washington 14 — 1,800 5,519 29 1,800 5,548 7,348 ( 370 ) 2013-2025
40
West Virginia 53 — 1,479 10,602 145 1,479 10,747 12,226 ( 1,050 ) 2019-2025
40
Wisconsin 94 — 3,125 20,171 1,031 3,125 21,202 24,327 ( 3,836 ) 2005-2025
40
Wyoming 11 — 788 4,073 — 788 4,073 4,861 ( 342 ) 2013-2025
40
1,915 $ 34,158 $ 163,235 $ 594,139 $ 18,144 $ 163,485 $ 612,039 $ 775,524 $ ( 74,769 )
Explanatory Notes :
(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.
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(4) Estimated useful life for buildings.
The following table reconciles real estate for the years ended December 31, 2025 and 2024:
For the Years Ended December 31,
2025
2024
Beginning Balance
$ 648,206 $ 556,521
Acquisitions
122,919 92,910
Capital improvements
7,125 2,755
Casualty and impairment losses
( 1,071 ) ( 454 )
Cost of property sold
( 1,632 ) ( 3,517 )
Write-offs
— ( 31 )
Other
( 23 ) 22
Ending Balance
$ 775,524 $ 648,206
Explanatory Note:
(1) Other includes reclassification adjustments.
The following table reconciles accumulated depreciation for the years ended December 31, 2025 and 2024:
For the Years Ended December 31,
2025
2024
Beginning Balance
$ ( 58,175 ) $ ( 43,791 )
Depreciation expense
( 16,793 ) ( 14,492 )
Properties sold
133 40
Write-offs and other
66 68
Ending Balance
$ ( 74,769 ) $ ( 58,175 )
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EXHIBIT INDEX
Exhibit Number Description
3.1 Articles of Amendment and Restatement of the Company, dated as of May 15, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).
3.2 Amended and Restated Bylaws of the Company, effective as of August 4, 2023 (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on August 8, 2023).
4.1 Form of Certificate of Class A Common Stock of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).
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).
10.2 Postal Realty Trust, Inc. Amended and Restated Alignment of Interest Program (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 29, 2020).†
10.3 Representation, Warranty and Indemnity Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Andrew Spodek (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†
10.4 Tax Indemnification Agreement, dated as of May 14, 2019, by and among the Company, United Properties Holding, Inc., United Post Office Investments, Inc. and Andrew Spodek (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†
10.5 Form of Right of First Offer Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).†
10.6 Tax Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP, Andrew Spodek, Tayaka Holdings, LLC and IDJ Holdings, LLC (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†
10.7 Tax Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Nationwide Postal Management Holdings, Inc. (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†
10.8 Tax Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Unlimited Postal Holdings LP (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†
10.9 Form of Third Party Management Agreement (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).
10.10 Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Patrick Donahue (incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†
10.11 Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Anton Feingold (incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†
10.12 Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Jeremy Garber (incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†
10.13 Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Jane Gural-Senders (incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†
10.14 Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Barry Lefkowitz (incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†
10.15 Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Andrew Spodek (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†
10.16 Indemnification Agreement, dated as of January 1, 2021, by and between the Company and Robert B. Klein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021) .†
10.17 Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Matt Brandwein (incorporated by reference to Exhibit 10.27 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†
10.18 Amended and Restated Employment Agreement, dated October 17, 2023, by and between the Company and Andrew Spodek (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 20, 2023).†*
10.19 Amended and Restated Employment Agreement, dated October 17, 2023, by and between the Company and Jeremy Garber (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 20, 2023).†*
10.20 Amended and Restated Employment Agreement, dated October 17, 2023, by and between the Company and Robert Klein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 20, 2023).†*
10.21 2019 Equity Incentive Plan of the Company (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).†
10.22 Amendment No. 1 to the Postal Realty Trust, Inc. 2019 Equity Incentive Plan, effective as of June 26, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2020).†
10.23 Amendment No. 2 to the Postal Realty Trust, Inc. 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) .†
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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). †
10.26 Form of LTIP Unit Vesting Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).†
10.27 Credit Agreement, dated August 9, 2021, 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 August 10, 2021) .
10.28 First Amendment to Credit Agreement, dated May 11, 2022, 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 May 11, 2022).
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 (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).
10.32
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).
10.34 Promissory Note (USLIC), dated December 18, 2020, made by Thorn Hill Postal Realty Holdings LLC to The United States Life Insurance Company in the City of New York (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 21, 2020).
10.35 Promissory Note (USLIC – Fortitude), dated December 18, 2020, made by Thorn Hill Postal Realty Holdings LLC to The United States Life Insurance Company in the City of New York (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 21, 2020).
10.36 Promissory Note (NUFIC), dated December 18, 2020, made by Thorn Hill Postal Realty Holdings LLC to National Union Fire Insurance Company of Pittsburgh, PA (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 21, 2020).
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).
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 .*
31.2 Certification of Annual Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1 Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2 Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. 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 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**
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Exhibit Number Description
101.CAL CALCULATION LINKBASE DOCUMENT**
101.LAB LABELS LINKBASE DOCUMENT**
101.PRE PRESENTATION LINKBASE DOCUMENT**
101.DEF DEFINITION LINKBASE DOCUMENT**
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
_______________________
* Filed herewith
† Compensatory plan or arrangement
** Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Changes in Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
POSTAL REALTY TRUST, INC.
Date: February 24, 2026 By: /s/ Andrew Spodek
Andrew Spodek
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name Title Date
/s/ Andrew Spodek Chief Executive Officer and Director February 24, 2026
Andrew Spodek (Principal Executive 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
Matt Brandwein (Principal Accounting Officer)
/s/ Patrick Donahoe Independent Director, Chair of February 24, 2026
Patrick Donahoe Board of Directors
/s/ Barry Lefkowitz Independent Director February 24, 2026
Barry Lefkowitz
/s/ Jane Gural-Senders Independent Director February 24, 2026
Jane Gural-Senders
/s/ Anton Feingold Independent Director February 24, 2026
Anton Feingold
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