What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-11-04 · 228 added, 297 removed, 550 unchanged (49% of the section changed)

3 unchanged sentences

(In thousands, except par value and share data)

September 30,

2026 December 31, 2025

14 unchanged sentences

Deferred rent receivable 6,353 5,373

In-place lease intangibles, net 14,526 12,636

Above market leases, net 255 305

Assets held for sale, net 637 —

Lease intangible assets, net 17,326 16,413

Total Assets $ 792,543 $ 759,057

9 unchanged sentences

500,000,000 shares authorized;

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

27,623,858 and 26,849,381 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

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

27,206 shares authorized;

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

27,206 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Additional paid-in capital 367,178 358,001

8 unchanged sentences

POSTAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except share and per share data )

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

Rental income $ 26,114 $ 21,480

5 unchanged sentences

General and administrative 5,386 4,936

Casualty and impairment losses (gains), net 97 216 ( 98 ) 216

Casualty and impairment (gains) losses, net ( 263 ) 150

Depreciation and amortization 6,402 5,624

6 unchanged sentences

Write-off and amortization of deferred financing fees and amortization of debt discount ( 253 ) ( 211 )

Loss on early extinguishment of debt

( 142 ) — ( 142 ) —

Interest income — 6

1 unchanged sentence

Income before income tax expense

4,889 1,378 12,240 2,711

Income tax expense

5 unchanged sentences

Net income per share:

Basic and Diluted $ 0.13 $ 0.03 $ 0.32 $ 0.04

Basic $ 0.11 $ 0.06

Diluted $ 0.11 $ 0.06

Weighted average common shares outstanding:

Basic and Diluted 24,627,866 22,737,484 23,810,318 22,375,339

Comprehensive income:

Basic 27,071,695 23,216,150

Diluted 27,313,093 23,216,150

Comprehensive income (loss):

Net income $ 4,838 $ 2,655

Unrealized loss on derivative instruments

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

Unrealized gain (loss) on derivative instruments 1,160 ( 2,844 )

Comprehensive income (loss)

1 unchanged sentence

Comprehensive (income) loss attributable to operating partnership unitholders’ non-controlling interests ( 1,255 ) 41

( 956 ) 913 ( 1,604 ) 95

Comprehensive income (loss) attributable to common stockholders

6 unchanged sentences

Stock Additional

Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders’

Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’

equity Operating

2 unchanged sentences

Net proceeds from sale of common stock 663,735 7 11,226 — — 11,233 — 11,233

Issuance of operating partnership units in connection with acquisition transactions

— — — — — — 1,026 1,026

Issuance and amortization of equity-based compensation, net of forfeitures 77,623 1 817 — — 818 1,514 2,332

Issuance and amortization under the employee stock purchase plan ("ESPP")

5,527 — 77 — — 77 — 77

Restricted stock withholdings ( 21,092 ) — ( 277 ) — — ( 277 ) — ( 277 )

Dividends and distributions — — — — ( 5,761 ) ( 5,761 ) ( 1,621 ) ( 7,382 )

Unrealized loss on derivative instruments — — — ( 2,229 ) — ( 2,229 ) ( 615 ) ( 2,844 )

Net income — — — — 2,082 2,082 573 2,655

Reallocation of non-controlling interest — — ( 2,336 ) — — ( 2,336 ) 2,336 —

Balance – March 31, 2025 23,723,377 $ 237 $ 310,131 $ 3,001 $ ( 67,890 ) $ 245,479 $ 69,426 $ 314,905

Net proceeds from sale of common stock 529,828 5 7,556 — — 7,561 — 7,561

Issuance of operating partnership units in connection with acquisition transactions

— — — — — — 5,005 5,005

Shares issued upon redemption of operating partnership units

11,198 — 157 — — 157 ( 157 ) —

Issuance and amortization of equity-based compensation, net of forfeitures — — 700 — — 700 870 1,570

Issuance and amortization under the ESPP

— — 19 — — 19 — 19

Dividends and distributions — — — — ( 5,822 ) ( 5,822 ) ( 1,731 ) ( 7,553 )

Unrealized loss on derivative instruments — — — ( 1,257 ) — ( 1,257 ) ( 368 ) ( 1,625 )

Net income — — — — 3,614 3,614 1,058 4,672

Reallocation of non-controlling interest — — 351 — — 351 ( 351 ) —

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

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

Issuance of operating partnership units in connection with acquisition transactions

— — — — — — 715 715

Shares issued upon redemption of operating partnership units

14,320 — 190 — — 190 ( 190 ) —

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

( 19,679 ) — 519 — — 519 592 1,111

Issuance and amortization under the ESPP

9,894 — 122 — — 122 — 122

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

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

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

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

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

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

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

Net proceeds from sale of common stock 576,087 6 7,861 — — 7,867 — 7,867

Issuance of operating partnership units in connection with acquisition transactions — — — — — — 5,788 5,788

Issuance and amortization of equity-based compensation, net of forfeitures 120,941 1 1,147 — — 1,148 965 2,113

Issuance and amortization under the ESPP 5,137 — 77 — — 77 — 77

Restricted stock withholdings ( 27,919 ) — ( 396 ) — — ( 396 ) — ( 396 )

Issuance of operating partnership units ("OP Units") in connection with acquisition transactions — — — — — — 743 743

Shares issued upon redemption of OP Units 5,413 — 72 — — 72 ( 72 ) —

Issuance and amortization of equity-based compensation 152,542 2 873 — — 875 1,680 2,555

Issuance and amortization under ESPP 5,444 — 85 — — 85 — 85

Repurchase of common stock for tax withholding obligations ( 52,657 ) — ( 940 ) — — ( 940 ) — ( 940 )

Dividends and distributions — — — — ( 6,965 ) ( 6,965 ) ( 1,818 ) ( 8,783 )

3 unchanged sentences

Balance - March 31, 2026 27,651,064 $ 277 $ 367,178 $ 1,871 $ ( 77,163 ) $ 292,163 $ 78,289 $ 370,452

Net proceeds from sale of common stock 57,993 1 684 — — 685 — 685

Shares issued upon redemption of operating partnership units

52,778 1 861 — — 862 ( 862 ) —

Issuance and amortization of equity-based compensation, net of forfeitures ( 316 ) — 722 — — 722 711 1,433

Issuance and amortization under the ESPP

— — 6 — — 6 — 6

Dividends and distributions — — — — ( 5,490 ) ( 5,490 ) ( 1,438 ) ( 6,928 )

Unrealized gain on derivative instruments — — — 11 — 11 3 14

Net income — — — — 817 817 215 1,032

Reallocation of non-controlling interest — — ( 265 ) — — ( 265 ) 265 —

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

Balance - December 31, 2024 23,521,693 $ 235 $ 310,031 $ 5,230 $ ( 64,211 ) $ 251,285 $ 66,213 $ 317,498

Net proceeds from sale of common stock 139,626 1 1,819 — — 1,820 — 1,820

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

Issuance of OP Units in connection with acquisition transactions — — — — — — 1,026 1,026

Issuance and amortization of equity-based compensation, net of forfeitures 77,623 1 817 — — 818 1,514 2,332

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

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

Issuance and amortization under ESPP 5,527 — 77 — — 77 — 77

Repurchase of common stock for tax withholding obligations ( 21,092 ) — ( 277 ) — — ( 277 ) — ( 277 )

Dividends and distributions — — — — ( 5,761 ) ( 5,761 ) ( 1,621 ) ( 7,382 )

2 unchanged sentences

Reallocation of non-controlling interest — — ( 2,336 ) — — ( 2,336 ) 2,336 —

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

Balance - March 31, 2025 23,723,377 $ 237 $ 310,131 $ 3,001 $ ( 67,890 ) $ 245,479 $ 69,426 $ 314,905

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

2 unchanged sentences

(in thousands)

For the Nine Months Ended

September 30,

For the Three Months Ended

Cash flows from operating activities:

5 unchanged sentences

Amortization of intangible liability ( 62 ) ( 88 )

Loss on early extinguishment of debt

Casualty and impairment losses 27 435

25 unchanged sentences

Proceeds from issuance of ESPP shares 68 61

Value of shares withheld for payment of taxes related to employee stock compensation ( 348 ) ( 700 )

Repurchase of common stock for tax withholding obligations

( 940 ) ( 331 )

Dividends and distributions ( 8,776 ) ( 7,382 )

1 unchanged sentence

Net cash provided by financing activities 25,585 3,962

Net decrease in Cash and Escrows and Reserves ( 204 ) ( 1,360 )

Net increase (decrease) in Cash and Escrows and Reserves 693 ( 978 )

Cash and Escrows and Reserves at the beginning of period 2,097 2,543

2 unchanged sentences

Operating partnership units issued for property acquisitions

Unrealized loss on derivative instruments, net

( 5,002 ) ( 2,942 )

Unrealized gain (loss) on derivative instruments, net 1,160 ( 2,844 )

Reallocation of non-controlling interest 2,139 2,336

1 unchanged sentence

Accrued capital expenditures included in accounts payable and accrued expenses 496 465

Accrued deferred financing costs included in accounts payable and accrued expenses 93 —

Reclassification of construction deposits included in prepaid expenses and other assets 77 38

Accrued costs of capital included in accounts payable and accrued expenses 76 72

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

Right of use assets, net 93 281

Shares issued upon redemption of operating partnership units

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

Assumption of seller financing — 1,400

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

10 unchanged sentences

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

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

As of March 31, 2026, the Company held an approximately 78.9 % interest in the Operating Partnership.

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

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

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

As of March 31, 2026, the Company owned a portfolio of 1,978 properties located in 49 states and one territory.

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

14 unchanged sentences

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

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Balance Sheets.

23 unchanged sentences

Deferred Costs and Discounts

Financing costs related to the issuance of the Company’s long-term debt, including the term loan facility component of the Company's 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.

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 (as amended from time-to-time, the "Credit Facilities"), are deferred and amortized as an increase to interest expense over the term of the related debt instrument using the straight-line method, which approximates the effective-interest rate method, and are reported as a reduction of the related debt balance on the Consolidated Balance Sheets.

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

1 unchanged sentence

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

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

As of March 31, 2026 and December 31, 2025, the net unamortized debt discounts were $ 0.2 million .

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Reclassifications

4 unchanged sentences

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

September 30,

2026 December 31,

2 unchanged sentences

Escrows and reserves:

Maintenance reserve

Maintenance and other reserves 995 323

Real estate tax reserve

Total escrows and reserves

$ 1,534 $ 643

Cash and escrows and reserves $ 2,790 $ 2,097

2 unchanged sentences

Rental income is recognized on a straight-line basis over the term of the lease.

In addition, certain lease agreements provide for reimbursements from tenants for real estate taxes and other recoverable costs, which are recorded on an accrual basis as part of “Rental income” in the Consolidated Statements of Operations and Comprehensive Income.

The Company’s determination of the probability to collect lease payments is impacted by numerous factors, including the Company's assessment of the tenant’s creditworthiness, economic conditions, historical experience with the tenant, future prospects for the tenant and the length of the lease term.

7 unchanged sentences

This initial net investment is determined by aggregating the total future minimum lease payments attributable to the direct financing lease and the estimated residual value of the property, if any, less unearned income.

Over the lease term, the investment in the direct financing lease is reduced and interest is recognized as revenue in “Fee and other” in the Consolidated Statements of Operations and Comprehensive Income and produces a constant periodic rate of return on the "Investment in financing leases, net."

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 (Loss) and produces a constant periodic rate of return on the "Investment in financing leases, net."

Revenue from advisory services is generated from service contracts generally based on (i) time and expense arrangements (where the Company recognizes revenues based on hours incurred and contracted rates), (ii) fixed-fee arrangements (where the Company recognizes revenues earned to date by applying the proportional performance method) or (iii) performance-based or contingent arrangements (where the Company recognizes revenues at a point in time when the client receives the benefit of the promised service).

Reimbursable expenses for the advisory services, including those relating to

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

2 unchanged sentences

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

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

Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could have realized on disposition of the assets and liabilities as of March 31, 2026 and December 31, 2025.

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

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

Cash, escrows and reserves, receivables, prepaid expenses and other assets (excluding derivatives), accounts payable and accrued expenses are carried at amounts which reasonably approximate their fair values as of March 31, 2026 and December 31, 2025 due to their short maturities.

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

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

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

The fair value was determined using the Adjusted Term SOFR (as defined below) as of March 31, 2026 and December 31, 2025, plus an applicable spread under the Credit Facilities, a Level 2 classification in the fair value hierarchy.

The fair value of the Company’s secured borrowings aggregated approximately $ 29.8 million and $ 30.0 million as compared to the principal balance of $ 34.0 million and $ 34.2 million as of March 31, 2026 and December 31, 2025, respectively.

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

3 unchanged sentences

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

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

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

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

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

As of March 31, 2026 and December 31, 2025, the fair value of the Company’s interest rate swap derivative assets was approximate ly $ 2.6 million and $ 2.1 million, respectively, included in “Prepaid expenses and other assets, net” on the Consolidated Balance Sheets.

As of March 31, 2026 and December 31, 2025, the fair value of the Company's interest rate swap derivative liabilities was approximately $ 0.5 million and $ 1.1 million, respectively, included in "Accounts payable, accrued expenses and other, net" on the Consolidated Balance Sheets.

Disclosures about fair value of assets and liabilities are based on pertinent information available to management as of March 31, 2026 and December 31, 2025.

Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since March 31, 2026 and current estimates of fair value may differ significantly from the amounts presented herein.

Derivative Instruments and Hedging Activities

5 unchanged sentences

Derivatives and Hedging Activities for further details.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Assets Held for Sale

4 unchanged sentences

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

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

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

There were no properties classified as held for sale as of March 31, 2026 and December 31, 2025.

Impairment of Long-Lived Assets

5 unchanged sentences

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

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

During the three months ended March 31, 2026, the Company assessed the recoverability of the carrying amount of its real estate and related intangibles.

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

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 losses (gains), net" in the Company's Consolidated Statements of Operations and Comprehensive Income.

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

The remeasurement resulted in an impairment loss of $ 0.03 million, which is included in "Casualty and impairment (gains) losses, net" in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).

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

1 unchanged sentence

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

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

No impairment was recorded for the three months ended March 31, 2026.

During the three months ended March 31, 2025, the Company assessed the recoverability of the carrying amount of its real estate and related intangibles.

The Company's estimate of the fair value was based on a discounted cash flow analysis.

The Company used two significant unobservable inputs which was the cash flow discount rate (11.0)% and the terminal capitalization rate (10.0)%.

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

Concentration of Credit Risks

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

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

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

As of March 31, 2026, the Company’s properties were leased primarily to a single tenant, the USPS.

For the three months ended March 31, 2026, there was no geographic concentration of credit risk that exceeded 10% of the Company’s total rental income.

For the three months ended March 31, 2025, approximately 11.0 % of the Company's total rental income, or $ 2.4 million, was concentrated in Pennsylvania.

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

3 unchanged sentences

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

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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 period).

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

3 unchanged sentences

Insurance recoveries for business interruption for lost revenue or profit are accounted for as gain contingencies in their entirety, and therefore are not recorded in income until the amount is determinable and approved by the insurance company.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Earnings Per Share

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

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

As of March 31, 2026 and 2025, the Company had unvested restricted shares of Class A common stock, long term incentive units of the Operating Partnership ("LTIP Units") and certain restricted stock units (“RSUs”), which provide for non-forfeitable rights to dividend and dividend equivalent payments.

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

7 unchanged sentences

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

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.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”).

ASU 2025-11 is intended to clarify and improve certain aspects of interim financial reporting, including the requirements for interim disclosures and the application of recognition and measurement guidance in interim periods.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026.

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

Real Estate Transactions

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

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

The total purchase price including transaction costs was allocated as follows (in thousands, except for the number of properties):

Three Months Ended Number of

Properties Land Building

Improvements Tenant

Improvements In-place lease intangibles Above-

leases Below-

leases Other (1)

March 31, 2025 (3) 36 $ 3,990 $ 12,579 $ 114 $ 1,192 $ — $ ( 1,415 ) $ ( 119 ) $ 16,341

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

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

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

Explanatory Notes :

(1) Includes intangible liabilities related to unfavorable operating leases with purchase options on three properties during the three months ended March 31, 2025 and two properties during the three months ended June 30, 2025 that is included in “Accounts payable, accrued expenses and other, net" on the Consolidated Balance Sheets.

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

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

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

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

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

Sale of Real Estate

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

Assets Held for Sale

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

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

Casualty and Impairment Losses (Gains), Net

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

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

The Company’s acquisitions for the three months ended March 31, 2026 and 2025 were allocated to separately identifiable tangible and intangible assets and liabilities based on their relative fair values at the date of acquisition.

2026 Activity - During the three months ended March 31, 2026, the Company acquired 61 properties (including 12 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 $ 34.6 million, or a total cost of $ 35.6 million including capitalized acquisition costs, which were funded with both the issuance of OP Units to the sellers (valued at approximately $ 0.7 million using the share price of Class A common stock on the date of each issuance of such OP Units) and cash consideration.

Of the total acquisition cost, $ 8.5 million was allocated to land, $ 26.4 million was allocated to buildings and improvements, $ 2.7 million was allocated to intangible assets pertaining to the in-place lease intangibles and above market lease value and $( 2.0 ) million was allocated to intangible liabilities for the below market lease value,

2025 Activity - During the three months ended March 31, 2025, the Company acquired 36 properties for a combined purchase price of $ 15.8 million, or a total cost of $ 16.3 million including capitalized acquisition costs which were funded with both the issuance of OP Units to the sellers (valued at approximately $ 1.0 million using the share price of Class A common stock on the date of each issuance of such OP Units) and cash consideration.

Of the total acquisition cost, $ 4.0 million was allocated to land, $ 12.7 million was allocated to buildings and improvements, $ 1.2 million was allocated to intangible assets pertaining to the in-place lease intangibles and above market lease value, $( 1.4 ) million was allocated to intangible liabilities for the below market lease value and $( 0.1 ) million for unfavorable operating leases with purchase options that is included in “Accounts payable, accrued expenses and other, net" on the Consolidated Balance Sheets.

Casualty and Impairment (Gains) Losses, Net

During the three months ended March 31, 2026, the Company recognized $ 0.1 million in gross charges primarily related to the estimated net book value of several properties damaged and related repairs and other costs, offset by an estimated $ 0.4 million of related insurance claims, of which $ 0.2 million are included in "Rent and other receivables" on the Consolidated Balance Sheets, that the Company believes is probable it will recover, resulting in a net charge of $( 0.3 ) million included within “Casualty and impairment (gains) losses, net” on the Consolidated Statement of Operations and Comprehensive Income (Loss).

During the three months ended March 31, 2025, the Company recognized $ 0.5 million in gross charges primarily related to the net book value of two properties damaged and related repairs, partially offset by an estimated $ 0.4 million of related insurance claims, that are included in "Rent and other receivables" on the Consolidated Balance Sheets, that the Company believes is probable it will recover, resulting in a net charge of $ 0.1 million included within "Casualty and impairment (gains) losses, net" in the Consolidated Statement of Operations and Comprehensive Income (Loss).

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

6 unchanged sentences

(in thousands)

September 30, 2025:

March 31, 2026:

In-place lease intangibles

2 unchanged sentences

2,699 ( 723 ) 1,976

Sub total - Lease intangible assets 65,766 ( 48,440 ) 17,326

Other intangibles ( 1,040 ) 527 ( 513 )

6 unchanged sentences

2,463 ( 641 ) 1,822

Sub total - Lease intangible assets 63,027 ( 46,614 ) 16,413

Other intangibles ( 1,139 ) 564 ( 575 )

1 unchanged sentence

( 36,135 ) 16,377 ( 19,758 )

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

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

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

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

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

Amortization of in-place lease intangibles was $ 1.7 million for the three months ended March 31, 2026 and $ 1.7 million for the three months ended March 31, 2025 , respectively.

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

Amortization of acquired above-market leases was $ 0.08 million and $ 0.03 million for each of the three months ended March 31, 2026 and 2025 , respectively, and is included in “Rental income” in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Amortization of other intangibles was $ 0.1 million and $ 0.1 million for the three months ended March 31, 2026 and 2025 , respectively, and is included in "Rental income" in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Amortization of acquired below-market leases was $ 0.9 million and $ 0.8 million for the three months ended March 31, 2026 and 2025 , respectively, and is included in “Rental income” in the Consolidated Statements of Operations and Comprehensive Income (Loss).

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

9 unchanged sentences

$ 15,350 $ 1,976 $ ( 513 ) $ ( 20,819 )

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

The following table summarizes the Company’s indebtedness as of March 31, 2026 and December 31, 2025 (dollars in thousands):

Balance as of

September 30,

2026 Outstanding

1 unchanged sentence

2025 Interest

September 30,

2026 Maturity Date

14 unchanged sentences

844 844 3.69 % September 2041

Seller Financing (6)

30,118 30,225 2.80 % January 2031

30,225 30,225 2.80 % January 2031

Seller Financing - 2024 (7)

7 unchanged sentences

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

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

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

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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 was advanced to the Company) and (iii) The Bank of Nova Scotia was added as a lender under the Credit Facilities.

(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.

As of March 31, 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 Loans.

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.

3 unchanged sentences

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

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

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

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

During the three months ended March 31, 2026 and 2025 , the Company incurred $ 0.08 million and $ 0.06 million, respectively, of unused facility fees related to the Revolving Credit Facility.

As of March 31, 2026, the Company was in compliance with all of the Credit Facilities’ debt covenants.

In addition, due to the amendment of the Credit Facilities in September 2025, during the year ended December 31, 2025 , the Company recognized a loss on extinguishment of debt of $0.1 million, which is comprised of a $ 0.06 million loss from the write-off of unamortized debt issuance costs attributable to a previous creditor in the Revolving Credit Facility and 2030 Term Loan portions of our Prior Credit Facilities not participating in such respective portions of our current Credit Facilities and $ 0.08 million of third-party fees associated with the modification of our Term Loans.

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

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

Due to the Company's achievement of certain sustainability targets, the Adjusted Term SOFR includes a 0.02 % decrease for the fiscal year ended December 31, 2026 .

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

5 unchanged sentences

The loan has a fixed interest rate of 3.69 % for the first five years with interest payments only (ending in October 2026), then adjusting every subsequent five-year period thereafter with principal and interest payments to the rate based on the Five-Year Treasury Rate, plus a margin of 2.75 %, with a minimum annual rate of 2.75 %.

(6) In connection with the acquisition of a property, the Company obtained seller financing secured by the property in the amount of $ 0.4 million requiring five annual payments of principal and interest of $ 0.1 million with the first installment due on January 2, 2021 based on a 6.0 % interest rate per annum through January 2, 2025.

As of January 2, 2025, the seller financing has been fully repaid.

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

The loan has a fixed interest rate of 2.80 % with interest-only payments for the first five years (ending in January 2026) and fixed payments of principal and interest thereafter based on a 30-year amortization schedule.

The loan has a fixed interest rate of 2.80 % with interest-only payments for the first five years (ended in January 2026) and fixed payments of principal and interest thereafter based on a 30-year amortization schedule.

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

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

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

The weighted average maturity date for the Company's indebtedness as of March 31, 2026 and December 31, 2025 was approximately 3.0 years and 3.3 years , respectively.

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The scheduled principal repayments of indebtedness as of March 31, 2026 are as follows (in thousands):

Year Ending December 31, Amount

2 unchanged sentences

Derivatives and Hedging Activities

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

As of March 31, 2026, the Company had 11 interest rate swaps with a total notional amount of $ 290.0 million that are used to manage its interest rate risk and fix the SOFR component on the term loans of the Credit Facilities:

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

18 unchanged sentences

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

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

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The table below presents the effect of the Company’s interest rate swap derivative instruments in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025 (in thousands):

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) 2026 2025

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

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

$ 1,675 $ ( 1,961 )

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

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

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

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

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

"Interest expense, net" presented in the Consolidated Statements of Operations and Comprehensive Income (Loss), in which the effects of cash flow hedges are recorded, totaled $ 4.4 million and $ 3.6 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the Company also had derivatives in a liability position and did not post any collateral related to these agreements.

If the Company had breached any of these provisions as of March 31, 2026, it could have been required to settle its obligations under the agreements of any interest rate swap in a liability position for approximately $ 0.5 million, which is at their termination value.

Lessor Accounting

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

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

As of March 31, 2026, 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 March 31, 2026 as discussed below.

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

5 unchanged sentences

The Company elected the practical expedient to account for its lease and non-lease components as a single combined operating lease component under Topic 842.

As a result, rental income and tenant reimbursements were aggregated into a single line within rental income in the Consolidated Statements of Operations and Comprehensive Income.

As a result, rental income and tenant reimbursements were aggregated into a single line within rental income in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The following table represents rental revenue that the Company recognized related to its operating leases (in thousands):

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

Fixed payments

2 unchanged sentences

$ 26,114 $ 21,480

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

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

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Future minimum lease payments to be received as of March 31, 2026 (excluding base rental payments from properties classified as held for sale under non-cancellable operating leases for the next five years and thereafter are as follows (in thousands):

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

2 unchanged sentences

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

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

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

(2) As of March 31, 2026, the leases at eight of the Company's properties was expired and the USPS was occupying such property as a holdover tenant.

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

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

Purchase Option Provisions

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

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

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

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

As of March 31, 2026, 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 (1) , in each case as of dates set forth in the lease.

As of March 31, 2026, 88 of these properties had an aggregate carrying value of approximately $ 67.9 million with an aggregate purchase option price of approximately $ 91.0 million and the remaining six properties had an aggregate carrying value of approximately $ 7.3 million with purchase options exercisable at fair market value.

Explanatory Notes :

1 unchanged sentence

Investment in Financing Leases, Net

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

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

September 30,

As of March 31, 2026 and December 31, 2025, financing leases for two of the Company's properties provide the USPS with the option to purchase the underlying property at fixed prices as of dates set forth in the lease agreement.

The components of the Company’s net investment in financing leases as of March 31, 2026 and December 31, 2025 are summarized in the table below (in thousands):

Total minimum lease payment receivable

3 unchanged sentences

Investment in financing leases, net $ 15,821 $ 15,851

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

Revenue earned under direct financing leases for each of the three months ended March 31, 2026 and 2025 were $ 0.3 million, which is recorded in "Fee and other" in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Future lease payments to be received under the Company’s direct financing leases as of March 31, 2026 for the next five years and thereafter are as follows (in thousands):

Year Ending December 31, Amount

2 unchanged sentences

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

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

As of March 31, 2026, these leases had remaining terms, including renewal options, of 2.1 years to 56.8 years and a weighted average remaining lease term of 18.6 years.

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

September 30,

ROU asset – operating leases

7 unchanged sentences

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

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

Operating lease expense for the three months ended March 31, 2026 and 2025 was $ 0.09 million.

Related Party Transactions for more details.

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

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Future minimum lease payments to be paid by the Company as a lessee for operating leases as of March 31, 2026 for the next five years and thereafter are as follows (in thousands):

2026 — Remaining $ 245

4 unchanged sentences

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

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

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

For the three months ended March 31, 2026 there was no income tax expense related to REAC.

For the three months ended March 31, 2025 there was $ 0.01 million of income tax expense related to REAC.

Related Party Transactions

10 unchanged sentences

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

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

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

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

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

REAC recognized management fee income of $ 0.2 million and $ 0.4 million for the three months ended March 31, 2026 and 2025, 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 (Loss).

Accrued management fees receivable of $0.2 million and $ 0.2 million as of March 31, 2026 and December 31, 2025, 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 “Prior Office Lease”).

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

In connection with the Company’s IPO and the related formation transactions, the Company entered into a lease for office space in Cedarhurst, NY with an entity affiliated with the Company’s CEO (the “Prior Office Lease”).

Pursuant to the

Prior Office Lease, the monthly rent was $ 15,000 subject to escalations.

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

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

In December 2024, the Company entered into a new lease with the Company's CEO (the "2025 Office Lease," and, collectively with the Prior Office Lease, the "Office Leases").

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.

1 unchanged sentence

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

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

Rental expenses associated with the Office Leases for the three months ended March 31, 2026 and 2025 were $ 0.06 million , and was recorded in “General and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company determined the Office Leases were an operating lease.

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Right of First Offer Transactions

In connection with the Company's IPO and the related formation transactions, the Company entered into a Right of First Offer Agreement (the “ROFO Agreement”) with certain members of the family (the “Related Party”) of the Company’s CEO.

Pursuant to the ROFO Agreement, the Company has the right of first offer to acquire from the Related Party 250 properties that are currently managed by the Company.

On May 30, 2024, the Company acquired from the Related Party a portfolio of 36 properties currently leased to the USPS for approximately $ 12.5 million in cash, excluding closing costs.

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

The Company has a remaining right of first offer to purchase 214 of 358 managed postal properties.

In connection with the Company’s initial public offering (the “IPO”) and 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 Chief Executive Officer.

Pursuant to the ROFO Agreement, the Company has a right of first offer to acquire up to 250 properties currently managed by the Company from the Related Party.

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 Transaction").

On December 9, 2025, the Company acquired from the Related Party a portfolio of 25 properties leased to the United States Postal Service (“USPS”) for approximately $ 13.9 million in cash, excluding closing costs (the “2025 ROFO Transaction”).

Effective March 16, 2026, the Company acquired from the Related Party an additional portfolio of 12 properties leased to the USPS for approximately $ 11.5 million in cash, excluding closing costs (together, with the 2024 ROFO Transaction and 2025 ROFO Transaction, the “ROFO Transactions”).

The Company’s entry into each of the ROFO Transactions was approved by a special committee of the Company’s Board of Directors comprised solely of independent directors.

As of March 31, 2026, the Company retained a right of first offer to acquire 177 of the 322 postal properties it manages.

As disclosed above in Note 5.

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

Spodek personally guaranteed a portion of or the entire amount outstanding under the Company's loans with First Oklahoma Bank and Vision Bank, totaling $ 1.8 million as of March 31, 2026 and December 31, 2025.

As a guarantor, Mr.

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The following table presents a reconciliation of income from operations used in the basic and diluted EPS calculations (dollars in thousands, except share and per share data).

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

Numerator for earnings per share – basic and diluted:

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Numerator for earnings per share — basic and diluted $ 3,056 $ 1,492

Denominator for earnings per share – basic and diluted (1)

Weighted average common shares outstanding used in basic earnings per share 27,071,695 23,216,150

Effect of dilutive shares for diluted net income per share:

Unsettled shares under open forward equity issuance 121,616 —

Unvested RSUs 119,782 —

Weighted average common shares outstanding used in diluted earnings per share (1)

27,313,093 23,216,150

Basic and diluted net income per share $ 0.13 $ 0.03 $ 0.32 $ 0.04

Basic earnings per share $ 0.11 $ 0.06

Diluted earnings per share $ 0.11 $ 0.06

Explanatory Note :

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Stockholders’ Equity).

The effect of such shares and RSUs would not be dilutive and were not included in the computation of weighted average number of shares outstanding for the periods presented in the table above.

The effect of such restricted shares would not be dilutive and were not included in the computation of weighted average number of shares outstanding for the periods presented in the table above.

Unvested RSUs subject to performance based measures are considered contingently issuable and are included in earnings per share if the effect is dilutive using the treasury stock method and the RSUs would be issuable if the end of the reporting period were the end of the contingency period.

For the three months ended March 31, 2026, the effect of approximately 98,000 unvested RSUs were excluded from the computation because these RSUs either would not have been issuable if the end of the reporting period were the end of the contingency period or because they were anti-dilutive.

For the three months ended March 31, 2025, there were no materially dilutive securities issuances.

The three months ended March 31, 2026 exclude the effect of approximately 627,000 unsettled shares under open forward equity contracts, as the effect would have been antidilutive.

OP Units and LTIP Units are redeemable for cash or, at the Company’s option, shares of Class A common stock on an one -for-one basis.

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(“M&T”), as additional sales agents, and affiliates of Mizuho, as forward sellers.

On February 24, 2026 the Company amended the ATM Program to increase the aggregate amount under the ATM Program to $ 300.0 million.

On February 24, 2026, the Company also entered into a separate open market sale agreements for the 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 the Company's Class A common stock by the Company through J.P.

Morgan and ScotiaBank, the Company may also enter into one or more forward sale agreements under a master forward confirmation and related supplemental confirmations, each between us and JPMorgan Chase Bank, National Association and The Bank of Nova Scotia.

The following table summarizes activity under the ATM Program in connection with forward sales agreements for the three months ended March 31, 2026 ($ in thousands):

Period Entered Into Forward Sales Agreements Shares Sold Shares Settled Net Proceeds Received (1)

Anticipated Gross Proceeds Remaining (2)

Three Months Ending

March 31, 2026 2,768,105 151,314 $ 3,086 $ 46,922

Explanatory Notes :

(1) Based on the net forward sales price per share of forward shares under the ATM Program.

The Company expects to settle outstanding forward sales agreements in full within 12 months of the respective agreement dates via physical delivery of the outstanding shares of common stock in exchange for cash proceeds, although the Company may elect cash settlement or net share settlement for all or a portion of its obligations under the forward sales agreements, subject to certain conditions.

(2) Net proceeds received are after deducting issuance fees and costs and making certain other adjustments as provided in the forward sales agreements.

During the three months ended March 31, 2026 and 2025, 512,421 and 139,626 shares, respectively, were issued under the ATM program.

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

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

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

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Shares issued

1,678 601 2,347 1,235

Gross proceeds received

$ 8,648 $ 1,983

Fees, issuance and other costs ( 623 ) ( 280 ) ( 1,030 ) ( 762 )

Issuance fees and costs ( 173 ) ( 39 )

Net proceeds received $ 8,475 $ 1,944

Average gross sales price per share $ 15.49 $ 14.40 $ 15.24 $ 14.32

Weighted average gross sales price per share $ 16.88 $ 14.20

During the three months ended March 31, 2026 and 2025, the Company incurred $ 0.3 million and $ 0.1 million, respectively, of other costs in the connection with its ATM Program which is excluded from the tables above.

Dividends and Distributions

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

During the three months ended March 31, 2026, the Company's Board of Directors approved and the Company declared and paid dividends or distributions, as applicable, of $ 8.6 million to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $ 0.245 per share or unit, respectively as shown in the table below.

Declaration Date Record Date Date Paid Amount Per Share or Unit

January 29, 2026 February 13, 2026 February 27, 2026 $ 0.245

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

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

POSTAL REALTY TRUST, INC.

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

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

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

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

During the three months ended March 31, 2026, the Company issued 184,877 LTIP Units to the Company’s CEO for his 2025 incentive bonus, his election to defer 100 % of his 2026 annual salary and for long term incentive compensation, 91,287 LTIP Units to the Company’s President for his 2025 incentive bonus and 92,891 LTIP Units to certain other employees for their 2025 incentive bonus and for long term incentive compensation.

As of March 31, 2026 and December 31, 2025, non-controlling interests consisted of 5,424,546 OP Units and 2,032,859 LTIP Units and 5,384,016 OP Units and 1,669,217 LTIP Units, respectively.

This represented approximately 21.1 % and 20.7 % of the outstanding Operating Partnership units as of March 31, 2026 and December 31, 2025, respectively.

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

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

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

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

During the three months ended March 31, 2026, (i) 5,413 LTIP Units were redeemed for 5,413 OP Units (the "Converted LTIP Units") and (ii) 5,413 OP Units (inclusive of the Converted LTIP Units) were redeemed for 5,413 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.

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

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

As of March 31, 2026, the remaining shares available under the Plan for future issuance was 1,112,879 .

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

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

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

The balance as of March 31, 2026 represents unvested restricted shares of Class A common stock and LTIP Units and RSUs that are outstanding, whether vested or not:

Shares (1)(2)

2 unchanged sentences

477,452 1,669,217 362,052 2,508,721 $ 15.07

Granted 81,674 369,055 82,365 533,094 $ 18.68

Earned at completion of three-year performance period (5)

— — 12,052 12,052 $ 19.35

2 unchanged sentences

( 62,797 ) — ( 70,869 ) ( 133,666 ) $ 15.75

Forfeited (5)

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

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

Outstanding, as of March 31, 2026 496,329 2,032,859 385,600 2,914,788 $ 15.72

Explanatory Notes :

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

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

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

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

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

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

(3) Includes 184,877 LTIP Units granted to the Company’s CEO and 91,287 LTIP Units granted to the Company’s President which vest over three years or cliff vest at the end of eight years .

Also includes 92,891 LTIP Units granted to certain other employees of the Company, certain of which vested fully on the date of grant with the remaining vesting over three years or cliff vest at the end of eight years

(4) Includes 71,041 RSUs granted to certain officers and employees of the Company during the three months ended March 31, 2026, subject to the achievement of a service condition and a market condition.

Such RSUs are market-based awards and are subject to the achievement of performance-based hurdles relating to the Company’s specified absolute and relative total stockholder return goals and continued employment with the Company over the approximately three-year period from the grant date through December 31, 2028.

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

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

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

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

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

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

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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.

(5) Performance units granted in 2023 for which the three-year performance period was completed in 2026 were earned equal to 123.1 % of Target.

(6) Includes 81,009 of restricted shares and RSUs that vested and 52,657 shares of restricted shares that were withheld to satisfy statutory withholding requirements.

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

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

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

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

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

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

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

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

On June 18, 2025, the Company revalued Mr.

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

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

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

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

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

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

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

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

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 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.

During the three months ended March 31, 2026, the Company recognized compensation expense of $ 2.2 million and during the three months ended March 31, 2025, the Company recognized compensation expense of $ 2.0 million in “General and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Income (Loss) related to all awards.

During the three months ended March 31, 2026, the Company recognized compensation expense of $ 0.4 million and during the three months ended March 31, 2025, the Company recognized compensation expense of $ 0.4 million in "Property operating expenses" in the Consolidated Statements of Operations and Comprehensive Income (Loss) related to all awards.

As of March 31, 2026, there was $ 24.6 million of total unrecognized compensation cost related to unvested awards, which is expected to be recognized over a weighted average period of 4.9 years.

Employee Stock Purchase Plan

POSTAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The Company's ESPP allows its employees to purchase shares of the Class A common stock at a discount.

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

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

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

As of March 31, 2026 and December 31, 2025, 79,434 shares and 73,990 shares have been issued under the ESPP since commencement, respectively.

During the three months ended March 31, 2026, the Company recognized compensation expense of $ 0.02 million and during the three months ended March 31, 2025, the Company recognized compensation expense of $ 0.02 million related to the ESPP.

Commitments and Contingencies

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

As of March 31, 2026, the Company was not involved in any litigation nor, to its knowledge, is any litigation threatened against the Company that, in management’s opinion, would result in any material adverse effect on the Company’s financial position and results of operations, or which is not covered by insurance.

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

1 unchanged sentence

Subsequent Events

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

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

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

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

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

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

In addition to the subsequent events discussed elsewhere in the notes to the unaudited Consolidated Financial Statements, the following events occurred subsequent to March 31, 2026:

The Company's Board of Directors approved, and on May 5, 2026, the Company declared a first quarter 2026 common stock dividend of $ 0.245 per share, which is payable on May 29, 2026 to stockholders of record as of May 15, 2026.

As of May 5, 2026 , the Company had $ 55.0 million drawn on the Revolving Credit Facility.

As of May 5, 2026, and d uring the period subsequent to March 31, 2026, the Company acquired 10 leased properties for approximately $ 9.5 million, excluding closing costs.

As of May 5, 2026, and d uring the period subsequent to March 31, 2026, the Company sold 249,127 shares of its Class A common stock pursuant to its forward sales agreements, none of which have been settled to date.

As of May 5, 2026, and during the period subsequent to March 31, 2026, the Company had entered into definitive agreements to acquire 16 properties for approximately $ 7.9 million.

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

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

What changed 10-Q

Item 1. Financial Statements