Item 1. Financial Statements
Item 1. Financial Statements
POSTAL REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except par value and share data)
March 31,
2026 December 31, 2025
Assets
Investments:
Real estate properties, at cost:
Land $ 171,932 $ 163,485
Building and improvements 630,911 603,390
Tenant improvements 8,889 8,649
Total real estate properties, at cost 811,732 775,524
Less: Accumulated depreciation ( 79,394 ) ( 74,769 )
Total real estate properties, net 732,338 700,755
Investment in financing leases, net 15,821 15,851
Total real estate investments, net 748,159 716,606
Cash 1,256 1,454
Escrow and reserves 1,534 643
Rent and other receivables 4,532 5,232
Prepaid expenses and other assets, net 11,847 11,800
Goodwill 1,536 1,536
Deferred rent receivable 6,353 5,373
Lease intangible assets, net 17,326 16,413
Total Assets $ 792,543 $ 759,057
Liabilities and Equity
Liabilities:
Term loans, net $ 303,412 $ 288,313
Revolving credit facility 49,000 39,000
Secured borrowings, net 33,723 33,828
Accounts payable, accrued expenses and other, net 15,137 18,597
Below market leases, net 20,819 19,758
Total Liabilities 422,091 399,496
Commitments and Contingencies
Equity:
Class A common stock, par value $ 0.01 per share; 500,000,000 shares authorized; 27,623,858 and 26,849,381 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
277 268
Class B common stock, par value $ 0.01 per share; 27,206 shares authorized; 27,206 shares issued and outstanding as of March 31, 2026 and December 31, 2025
— —
Additional paid-in capital 367,178 358,001
Accumulated other comprehensive income 1,871 954
Accumulated deficit ( 77,163 ) ( 74,024 )
Total Stockholders’ Equity 292,163 285,199
Operating partnership unitholders’ non-controlling interests
78,289 74,362
Total Equity 370,452 359,561
Total Liabilities and Equity $ 792,543 $ 759,057
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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POSTAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in thousands, except share and per share data )
For the Three Months Ended
March 31,
2026 2025
Revenues:
Rental income $ 26,114 $ 21,480
Fee and other 534 670
Total revenues 26,648 22,150
Operating expenses:
Real estate taxes 3,069 2,649
Property operating expenses 2,816 2,461
General and administrative 5,386 4,936
Casualty and impairment (gains) losses, net ( 263 ) 150
Depreciation and amortization 6,402 5,624
Total operating expenses 17,410 15,820
Loss on sale of real estate assets — ( 49 )
Income from operations 9,238 6,281
Other income — 30
Interest expense, net:
Contractual interest expense ( 4,124 ) ( 3,437 )
Write-off and amortization of deferred financing fees and amortization of debt discount ( 253 ) ( 211 )
Interest income — 6
Total interest expense, net ( 4,377 ) ( 3,642 )
Income before income tax expense
4,861 2,669
Income tax expense
( 23 ) ( 14 )
Net income 4,838 2,655
Net income attributable to operating partnership unitholders’ non-controlling interests
( 1,012 ) ( 573 )
Net income attributable to common stockholders $ 3,826 $ 2,082
Net income per share:
Basic $ 0.11 $ 0.06
Diluted $ 0.11 $ 0.06
Weighted average common shares outstanding:
Basic 27,071,695 23,216,150
Diluted 27,313,093 23,216,150
Comprehensive income (loss):
Net income $ 4,838 $ 2,655
Unrealized gain (loss) on derivative instruments 1,160 ( 2,844 )
Comprehensive income (loss)
5,998 ( 189 )
Comprehensive (income) loss attributable to operating partnership unitholders’ non-controlling interests ( 1,255 ) 41
Comprehensive income (loss) attributable to common stockholders
$ 4,743 $ ( 148 )
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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POSTAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(in thousands, except share data)
Number of
shares of Common
Stock Common
Stock Additional
Paid-in
Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’
equity Operating
Partnership
Unitholders’
Non-controlling
Interests
Total
Equity
Balance - December 31, 2025 26,876,587 $ 268 $ 358,001 $ 954 $ ( 74,024 ) $ 285,199 $ 74,362 $ 359,561
Net proceeds from sale of common stock 663,735 7 11,226 — — 11,233 — 11,233
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 )
Unrealized gain on derivative instruments — — — 917 — 917 243 1,160
Net income — — — — 3,826 3,826 1,012 4,838
Reallocation of non-controlling interest — — ( 2,139 ) — — ( 2,139 ) 2,139 —
Balance - March 31, 2026 27,651,064 $ 277 $ 367,178 $ 1,871 $ ( 77,163 ) $ 292,163 $ 78,289 $ 370,452
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 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 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 )
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
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
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POSTAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
For the Three Months Ended
March 31,
2026 2025
Cash flows from operating activities:
Net income $ 4,838 $ 2,655
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 6,402 5,624
Write-off and amortization of deferred financing fees and debt discounts 253 211
Amortization of above/below market leases ( 834 ) ( 742 )
Amortization of intangible liability ( 62 ) ( 88 )
Casualty and impairment losses 27 435
Loss on sale of real estate assets — 49
Gain on insurance proceeds received for damage due to property ( 157 ) —
Equity based compensation 2,552 2,351
Deferred rent receivable ( 980 ) ( 515 )
Other ( 3 ) ( 6 )
Changes in assets and liabilities:
Rent and other receivables 729 1,725
Prepaid expenses and other assets 1,216 683
Accounts payable, accrued expenses and other ( 3,044 ) ( 1,564 )
Net cash provided by operating activities 10,937 10,818
Cash flows from investing activities:
Acquisition of real estate ( 34,635 ) ( 15,140 )
Proceeds from sale of real estate assets — 825
Escrows for acquisition deposits ( 240 ) ( 653 )
Capital improvements ( 1,092 ) ( 660 )
Insurance proceeds related to property damage claims 157 —
Other investing activities ( 19 ) ( 130 )
Net cash used in investing activities ( 35,829 ) ( 15,758 )
Cash flows from financing activities:
Repayments of secured borrowings ( 112 ) ( 104 )
Proceeds from term loans 15,000 —
Proceeds from revolving credit facility 30,000 17,000
Repayments of revolving credit facility ( 20,000 ) ( 7,000 )
Net proceeds from issuance of shares 11,256 1,890
Debt issuance costs ( 648 ) ( 5 )
Proceeds from issuance of ESPP shares 68 61
Repurchase of common stock for tax withholding obligations
( 940 ) ( 331 )
Dividends and distributions ( 8,776 ) ( 7,382 )
Other financing activities ( 263 ) ( 167 )
Net cash provided by financing activities 25,585 3,962
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
Cash and Escrow and Reserves at the end of period $ 2,790 $ 1,565
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Operating partnership units issued for property acquisitions
743 1,026
Unrealized gain (loss) on derivative instruments, net 1,160 ( 2,844 )
Reallocation of non-controlling interest 2,139 2,336
Reclassification of acquisition deposits included in prepaid expenses and other assets 263 197
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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
Shares issued upon redemption of operating partnership units
72 —
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Organization and Description of Business
Postal Realty Trust, Inc. (the “Company”) was organized in the state of Maryland on November 19, 2018. On May 17, 2019, the Company completed its initial public offering (“IPO”) of the Company’s Class A common stock, par value $ 0.01 per share (the “Class A common stock”). The Company contributed the net proceeds from the IPO to Postal Realty LP, a Delaware limited partnership (the “Operating Partnership”), in exchange for common units of limited partnership interest in the Operating Partnership (the “OP Units”). Both the Company and the Operating Partnership commenced operations upon completion of the IPO and certain related formation transactions. Prior to the completion of the IPO and the formation transactions, the Company had no operations.
The Company’s interest in the Operating Partnership entitles the Company to share in distributions from, and allocations of profits and losses of, the Operating Partnership in proportion to the Company’s percentage ownership of OP Units. As the sole general partner of the Operating Partnership, the Company has the exclusive power under the partnership agreement to manage and conduct the Operating Partnership’s business, subject to limited approval and voting rights of the limited partners. As of 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 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”). The Company also owns several, and may in the future further acquire, land parcels that may be added to existing or future leases with the USPS or used for other purposes that are consistent with the Company’s investment strategy.
In addition, through its taxable REIT subsidiary (“TRS”), Real Estate Asset Counseling, LLC (“REAC”), the Company provides fee-based third-party property management services for an additional 322 postal properties, which are owned by Andrew Spodek, the Company's chief executive officer ("CEO"), and his affiliates, and certain advisory services to third-party owners of postal properties.
Pursuant to the Company’s charter, the Company is currently authorized to issue up to 500,000,000 shares of Class A common stock, 27,206 shares of Class B common stock, $ 0.01 par value per share (the “Voting Equivalency stock”), and up to 100,000,000 shares of preferred stock.
The Company elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the Company's short taxable year ended December 31, 2019, and intends to continue to qualify as a REIT. As a REIT, the Company generally will not be subject to federal income tax to the extent that it distributes its REIT taxable income for each tax year to its stockholders. REITs are subject to a number of organizational and operational requirements. Additionally, any income earned by the TRS and any other TRS the Company may form in the future will be subject to federal, state and local corporate income tax.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited Consolidated Financial Statements include the financial position and results of operations of the Company, the Operating Partnership and its wholly owned subsidiaries.
The Company consolidates the Operating Partnership, a VIE in which the Company is considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. Substantially all of the assets and liabilities of the Company relate to the Operating Partnership.
A non-controlling interest is defined as the portion of the equity in an entity not attributable, directly or indirectly, to the Company. Non-controlling interests are required to be presented as a separate component of equity in the Consolidated
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Balance Sheets. Accordingly, the presentation of net income reflects the income attributed to controlling and non-controlling interests.
The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial state ments.
This interim financial information should be read in conjunction with the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. This interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2026. All material intercompany accounts and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. As discussed in the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, t he Company’s most significant assumptions and estimates are related to the valuation of investments in real estate properties and impairment of long-lived assets. Although management believes its estimates are reasonable, actual results could differ from those estimates.
Offering and Other Costs
Offering costs are recorded in “Total Stockholders’ Equity” on the Consolidated Balance Sheets as a reduction of additional paid-in capital.
Segment Reporting
The Company leases its properties primarily to the USPS and reports its business as a single reportable segment. The Company's Chief Executive Officer is the Chief Operating Decision Maker ("CODM") who allocates resources and assesses financial performance. The CODM reviews net income and assesses the performance of the Company's current portfolio of properties primarily leased to the USPS and makes operating decisions accordingly. Net income is used by the CODM in assessing the operating performance of the segment and to monitor budget versus actual results. The measure of segment assets is reported on the Consolidated Balance Sheets as total assets. As a result, the Company conducts its business as a single operating segment. All expense categories on the consolidated statement of operations are significant. Interest income is not a significant component of interest expense, net. As a part of his review as the CODM, the CEO also separately examines the equity-based compensation component of general and administrative expenses, which is also considered a significant segment expense.
Deferred Costs and Discounts
Financing costs related to the issuance of the Company’s long-term debt, including the term loan facility component of the Company's Amended and Restated Credit Agreement, dated September 19, 2025 (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. Debt discounts represent fair value adjustments to account for the difference between the stated rates and market rates of debt assumed or entered in connection with the Company’s property acquisitions. The debt discounts are amortized to interest expense over the term of the related loans using the straight-line method, which approximates the effective-interest rate method, and are reported as a reduction of the related debt balance on the Consolidated Balance Sheets. As of March 31, 2026 and December 31, 2025, the net unamortized debt discounts were $ 0.2 million .
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period’s presentation.
Cash and Escrows and Reserves
Cash includes unrestricted cash with a maturity of three months or less. Escrows and reserves consist of restricted cash. The following table provides a reconciliation of cash and escrows and reserves reported within the Consolidated Balance Sheets and Consolidated Statements of Cash Flows:
As of
March 31,
2026 December 31,
2025
(in thousands)
Cash
$ 1,256 $ 1,454
Escrows and reserves:
Maintenance and other reserves 995 323
Real estate tax reserve
403 230
ESPP reserve
136 90
Total escrows and reserves
$ 1,534 $ 643
Cash and escrows and reserves $ 2,790 $ 2,097
Revenue Recognition
The Company has operating lease agreements with tenants, some of which contain provisions for future rental increases. Rental income is recognized on a straight-line basis over the term of the lease. In addition, certain lease agreements provide for reimbursements from tenants for real estate taxes and other recoverable costs, which are recorded on an accrual basis as part of “Rental income” in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company’s determination of the probability to collect lease payments is impacted by numerous factors, including the Company's assessment of the tenant’s creditworthiness, economic conditions, historical experience with the tenant, future prospects for the tenant and the length of the lease term. If leases currently classified as probable of collection are subsequently reclassified as not probable, any outstanding lease receivables (including straight-line rent receivables) would be written-off with a corresponding decrease in rental income. For certain leases with lease incentive costs, such costs are included in “Prepaid expenses and other assets, net” on the Consolidated Balance Sheets and amortized on a straight-line basis over the respective lease terms as a reduction of rental revenues.
Fee and other primarily consists of (i) property management fees, (ii) income recognized from properties accounted for as financing leases and (iii) fees earned from providing advisory services to third-party owners of postal properties.
The management fees arise from contractual agreements with entities that are affiliated with the Company’s CEO. Management fee income is recognized as earned under the respective agreements.
Revenue from direct financing leases is recognized over the lease term using the effective interest rate method. At lease inception, the Company records an asset within "Investment in financing leases, net" on the Consolidated Balance Sheets, which represents the Company’s net investment in the direct financing lease. This initial net investment is determined by aggregating the total future minimum lease payments attributable to the direct financing lease and the estimated residual value of the property, if any, less unearned income. Over the lease term, the investment in the direct financing lease is reduced and interest is recognized as revenue in “Fee and other” in the Consolidated Statements of Operations and Comprehensive Income (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
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travel, out-of-pocket expenses, outside consultants and other outside service costs, are generally included in revenues and in general and administrative expenses in the period in which the expense is incurred.
Fair Value Measurements
The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could have realized on disposition of the assets and liabilities as of 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 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 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.
The Company's derivative assets and liabilities, comprised of interest rate swap derivative instruments entered into in connection with the Credit Facilities, are recorded at fair value based on a variety of observable inputs, including contractual terms, interest rate curves, yield curves, measure of volatility and correlations of such inputs. The Company measures its derivatives at fair value on a recurring basis based on the expected amount of future cash flows on a discounted basis and incorporating a measure of non-performance risk. The fair value of the Company's derivative assets and liabilities was categorized as a Level 2 fair value estimate (as provided by ASC 820, Fair Value Measurements and Disclosures). The Company considers its own credit risk, as well as the credit risk of its counterparties, when evaluating the fair value of its derivative assets and liabilities. As of 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
In accordance with ASC 815, Derivatives and Hedging, the Company records all derivative instruments on the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. See Note 6. Derivatives and Hedging Activities for further details.
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
Assets Held for Sale
The Company may sell properties from time to time for various reasons, including the exercise of purchase options by our tenants. The Company classifies long-lived assets as held for sale once certain criteria have been met. The Company classifies a real estate property, or portfolio, as held for sale when: (i) management has approved the disposal, (ii) the property is available for sale in its present condition, (iii) an active program to locate a buyer has been initiated, (iv) it is probable that the property will be disposed of within one year, (v) the property is being marketed at a reasonable price relative to its fair value, and (vi) it is unlikely that the disposal plan will significantly change or be withdrawn. Following the classification of a property as “held for sale,” no further depreciation or amortization is recorded on the assets and the assets are recorded at the lower of carrying value or fair market value, less cost to sell. There were no properties classified as held for sale as of March 31, 2026 and December 31, 2025.
Impairment of Long-Lived Assets
The carrying value of real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the asset’s carrying amount over its estimated fair value. Impairment analyses will be based on current plans, intended holding periods and available market information at the time the analyses are prepared. If estimates of the projected future cash flows, anticipated holding periods or market conditions change, the evaluation of impairment losses may be different and such differences may be material. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results.
During the 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. 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 $ 0.03 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. Under the held for sale impairment model, an impairment charge is recognized if the carrying amount of the long-lived asset classified as held for sale exceeds its fair value less cost to sell. Because of these two different models, it is possible for a long-lived asset previously classified as held and used to require the recognition of an impairment charge upon classification as held for sale. 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 assessment resulted in the remeasurement of one property, based upon an accumulation of costs in excess of what was originally expected, and such property was written down to its estimated fair value and was classified as Level 3 in the fair value hierarchy. The Company's estimate of the fair value was based on a discounted cash flow analysis. The Company used two significant unobservable inputs which was the cash flow discount rate (11.0)% and the terminal capitalization rate (10.0)%. The remeasurement resulted in an impairment loss of $0.1 million, which is included in "Casualty and impairment (gains) losses, net" in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).
Concentration of Credit Risks
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.
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The Company has deposited cash and maintains its bank deposits with large financial institutions in amounts that, from time to time, exceed federally insured limits. The Company has not experienced any losses in such accounts.
Equity-Based Compensation
The Company accounts for equity-based compensation in accordance with ASC Topic 718 Compensation – Stock Compensation, which requires the Company to recognize an expense for the grant date fair value of equity-based awards. Equity-classified stock awards granted to employees and non-employees that have a service condition and/or a market condition are measured at fair value at date of grant and remeasured at fair value only upon a modification of the award. The Company records forfeitures as a reduction of equity-based compensation expense as such forfeitures occur.
The Company recognizes compensation expense on a straight-line basis over the requisite service period of each award, with the amount of compensation expense recognized at the end of a reporting period at least equal to the portion of fair value of the respective award at grant date or modification date, as applicable, that has vested through that date. For awards with a market condition, compensation cost is not reversed if a market condition is not met so long as the requisite service has been rendered, as a market condition does not represent a vesting condition.
See Note 11. Stockholders’ Equity for further details.
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
The Company's property and casualty insurance policies mitigate its exposure to certain losses, including those relating to property damage and business interruption. The Company records the estimated amount of expected insurance proceeds for property damage and other losses incurred as an asset (typically a receivable from the insurer) and income up to the amount of the losses incurred when the amount is determinable and approved by the insurance company. Any amount of insurance recovery in excess of the amount of the losses incurred is considered a gain contingency and is not recorded in casualty and impairment losses (gains), net until the amount is determinable and approved by the insurance company. Insurance recoveries for business interruption for lost revenue or profit are accounted for as gain contingencies in their entirety, and therefore are not recorded in income until the amount is determinable and approved by the insurance company.
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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 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. Diluted EPS is calculated after giving effect to all potential dilutive shares outstanding during the period. See Note 10. Earnings Per Share for further details .
Recent Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 apply to all public business entities and require disclosure of specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the potential impact of adopting ASU 2024-03.
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.
Note 3. Real Estate Transactions
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. See Note 9. 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
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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.
To the extent insurance proceeds ultimately exceed the difference between replacement cost and net book value of the damaged assets and any related expenses incurred, the excess will be reflected as income in the period those amounts are determinable and approved by the insurance company.
No determination has been made as to the total amount of timing of insurance payments that may be received as a result of the events.
Note 4. Intangible Assets and Liabilities
The following table summarizes the Company’s intangible assets and liabilities:
As of Gross Asset
(Liability) Accumulated Amortization Net
Carrying
Amount
(in thousands)
March 31, 2026:
In-place lease intangibles
$ 63,067 $ ( 47,717 ) $ 15,350
Above-market leases
2,699 ( 723 ) 1,976
Sub total - Lease intangible assets 65,766 ( 48,440 ) 17,326
Other intangibles ( 1,040 ) 527 ( 513 )
Below-market leases
( 38,113 ) 17,294 ( 20,819 )
December 31, 2025:
In-place lease intangibles
$ 60,564 $ ( 45,973 ) $ 14,591
Above-market leases
2,463 ( 641 ) 1,822
Sub total - Lease intangible assets 63,027 ( 46,614 ) 16,413
Other intangibles ( 1,139 ) 564 ( 575 )
Below-market leases
( 36,135 ) 16,377 ( 19,758 )
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).
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
Future amortization/accretion of these intangibles is below (in thousands):
Year Ending December 31, In-place lease
intangibles Above-market
leases Other intangibles Below-market
leases
2026-Remaining $ 4,546 $ 270 $ ( 171 ) $ ( 2,605 )
2027 3,909 315 ( 141 ) ( 2,876 )
2028 2,572 277 ( 74 ) ( 2,398 )
2029 1,784 259 ( 58 ) ( 2,089 )
2030 1,153 220 ( 33 ) ( 1,920 )
Thereafter
1,386 635 ( 36 ) ( 8,931 )
Total
$ 15,350 $ 1,976 $ ( 513 ) $ ( 20,819 )
Note 5. Debt
The following table summarizes the Company’s indebtedness as of March 31, 2026 and December 31, 2025 (dollars in thousands):
Outstanding
Balance as of
March 31,
2026 Outstanding
Balance as of
December 31,
2025 Interest
Rate at
March 31,
2026 Maturity Date
Revolving Credit Facility (1)
$ 49,000 $ 39,000 SOFR+ 148 bps (2)
November 2029
2030 Term Loan (formerly 2021 Term Loan) (1)
115,000 115,000 SOFR+ 143 bps (2)
January 2030
2028 Term Loan (formerly 2022 Term Loan) (1)
190,000 175,000 SOFR+ 143 bps (2)
February 2028
Secured Borrowings:
Vision Bank (3)
1,409 1,409 3.69 % September 2041
First Oklahoma Bank (4)
276 280 3.63 % December 2037
Vision Bank – 2018 (5)
844 844 3.69 % September 2041
AIG (6)
30,118 30,225 2.80 % January 2031
Seller Financing - 2024 (7)
1,400 1,400 5.00 % September 2039
Total Principal 388,047 363,158
Unamortized deferred financing costs ( 1,714 ) ( 1,817 )
Unamortized debt discount ( 198 ) ( 200 )
Total Debt $ 386,135 $ 361,141
Explanatory Notes :
(1) The Company entered into a Credit Agreement, on August 9, 2021, as amended from time-to-time (the "Prior Credit Facilities") which included a (i) $ 150.0 million Revolving Credit Facility. (ii) $ 75.0 million unsecured term loan and (iii) $ 175.0 million senior unsecured delayed draw term loan. On September 19, 2025, the 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.
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(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. Each of the Revolving Credit Facility and the 2030 Term Loan Facility may be extended for one twelve-month period at the Company's sole option. Borrowings under the Credit Facilities carry an interest rate of, (i) in the case of the Revolving Credit Facility, either a base rate plus a margin ranging from 0.5 % to 1.0 % per annum or Adjusted Term SOFR (as defined below) plus a margin ranging from 1.5 % to 2.0 % per annum, or (ii) in the case of the Term Loans, either a base rate plus a margin ranging from 0.45 % to 0.95 % per annum or Adjusted Term SOFR plus a margin ranging from 1.45 % to 1.95 % per annum, in each case depending on the Company's consolidated leverage ratio. With respect to the Revolving Credit Facility, the Company will pay, if the usage is equal to or less than 50 %, an unused facility fee of 0.20 % per annum, or if the usage is greater than 50 %, an unused facility fee of 0.15 % per annum, in each case on the average daily unused commitments under the Revolving Credit Facility. The Credit Facilities contain a number of customary financial and non-financial covenants.
During the three 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”). 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. Spodek also provided a personal guarantee of payment for 50 % of the outstanding amount thereunder. The loan has a fixed interest rate of 3.69 % for the first five years with interest payments only (ending in October 2026), then adjusting every subsequent five-year period thereafter with principal and interest payments to the rate based on the five-year weekly average yield on United States Treasury securities adjusted to a constant maturity of five years , as made available to the Board of Governors of the Federal Reserve System (the "Five-Year Treasury Rate"), plus a margin of 2.75 %, with a minimum annual rate of 2.75 %.
(4) The loan is collateralized by first mortgage liens on four properties and a personal guarantee of payment by Mr. Spodek. The loan has a fixed interest rate of 3.625 % for the first five years (ending in August 2026), then adjusting annually thereafter to a variable annual rate of Wall Street Journal Prime Rate with a minimum annual rate of 3.625 %.
(5) The loan is collateralized by first mortgage liens on one property and a personal guarantee of payment by Mr. Spodek. The loan has a fixed interest rate of 3.69 % for the first five years with interest payments only (ending in October 2026), then adjusting every subsequent five-year period thereafter with principal and interest payments to the rate based on the Five-Year Treasury Rate, plus a margin of 2.75 %, with a minimum annual rate of 2.75 %.
(6) 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 (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 March 31, 2026 and December 31, 2025 was approximately 3.0 years and 3.3 years , respectively.
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
The scheduled principal repayments of indebtedness as of March 31, 2026 are as follows (in thousands):
Year Ending December 31, Amount
2026 - Remaining $ 525
2027 777
2028 190,804
2029 49,831
2030 115,861
Thereafter 30,249
Total
$ 388,047
Note 6. Derivatives and Hedging Activities
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)
Effective Date Maturity Date
$ 50,000 2.171 % May 2022 January 2027
$ 25,000 4.117 % May 2022 February 2028
$ 25,000 4.117 % May 2022 February 2028
$ 25,000 4.690 % July 2022 February 2028
$ 40,000 4.832 % December 2022 February 2028
$ 25,000 5.636 % July 2023 January 2027
$ 10,000 5.949 % September 2023 February 2028
$ 40,000 5.171 % October 2024 February 2028
$ 10,000 5.452 % November 2024 February 2028
$ 10,000 4.735 % September 2025 January 2030
$ 30,000 4.703 % September 2025 January 2030
Explanatory Note :
(1) Reflects the all-in effective interest rate for the specified portion of the Term Loans hedged by the interest rate swaps.
The Company’s objectives in using the interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company uses the interest rate swaps as part of its interest rate risk management strategy. The interest rate swaps are designated as cash flow hedges, with any gain or loss recorded in “Accumulated other comprehensive income” on the Consolidated Balance Sheets and subsequently reclassified into interest expense as interest payments are made on the Credit Facilities. During the next twelve months, the Company estimates that an additional $ 1.7 million will be reclassified from “Accumulated other comprehensive income” as a decrease to interest expense.
The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as cash flow hedges.
The table below presents the effect of the Company’s interest rate swap derivative instruments in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025 (in thousands):
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For the Three Months Ended
March 31,
Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) 2026 2025
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
$ 515 $ 883
"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.
Note 7. Leases
Lessor Accounting
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. Therefore, such options are only recognized once they are deemed reasonably certain, typically at the time the option is exercised. All of the Company’s leases are operating leases with the exception of two that are direct financing leases. The Company's operating leases and direct financing leases are described below.
Rental income related to the Company’s leases is recognized on a straight-line basis over the remaining lease term. The Company’s total revenue includes fixed base rental payments provided under the lease and variable payments which principally consist of tenant expense reimbursements for certain property operating expenses, including real estate taxes. The Company elected the practical expedient to account for its lease and non-lease components as a single combined operating lease component under Topic 842. As a result, rental income and tenant reimbursements were aggregated into a single line within rental income in the Consolidated Statements of Operations and Comprehensive Income (Loss).
The following table represents rental revenue that the Company recognized related to its operating leases (in thousands):
For the Three Months Ended
March 31,
2026 2025
Fixed payments
$ 23,091 $ 18,661
Variable payments
3,023 2,819
$ 26,114 $ 21,480
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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)
2026 - Remaining $ 64,901
2027 77,031
2028 65,821
2029 57,074
2030 49,019
Thereafter
179,408
Total
$ 493,254
Explanatory Notes :
(1) The above minimum lease payments to be received do not include reimbursements from tenants for real estate taxes and other reimbursed expenses.
(2) As of 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 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) Properties with more than one calculation method are categorized based on the lowest valuation method.
Investment in Financing Leases, Net
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):
As of
March 31,
2026
As of
December 31,
2025
Total minimum lease payment receivable
$ 29,519 $ 29,803
Less: unearned income
( 13,698 ) ( 13,952 )
Investment in financing leases, net $ 15,821 $ 15,851
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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
2026 – Remaining $ 853
2027 1,137
2028 1,137
2029 1,137
2030 1,075
Thereafter
24,180
Total
$ 29,519
Lessee Accounting
As a lessee, the Company has ground and office leases which were classified as operating leases. 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):
As of
March 31,
2026
As of
December 31,
2025
ROU asset – operating leases
$ 2,175 $ 2,236
Lease liability – operating leases $ 2,013 $ 2,064
The difference between the recorded ROU assets and lease liabilities is mainly due to the reclassification of the below market ground lease intangible asset which was included within the ROU assets recognized upon transition.
Operating lease assets and liabilities are measured at the commencement date based on the present value of future lease payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company used a discount rate ranging from 4.25 % to 6.95 % based on the yield of its current borrowings in determining its lease liabilities.
Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.
Operating lease expense for the three months ended March 31, 2026 and 2025 was $ 0.09 million. See Note 9. Related Party Transactions for more details.
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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
2027 333
2028 335
2029 341
2030 89
Thereafter
1,953
Total future minimum lease payments
3,296
Interest discount
( 1,283 )
Total
$ 2,013
Note 8. Income Taxes
TRS
In connection with the IPO, the Company and REAC jointly elected to treat REAC as a TRS. REAC performs management services, including for properties the Company does not own, and advisory services to third-party owners of postal properties. REAC has generated income, resulting in federal and state corporate income tax liability for REAC. 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.
Note 9. Related Party Transactions
Management Fee Income
On May 5, 2025, REAC entered into amendments to the management agreements (as amended, the “Amended Management Agreements”) pursuant to which the Company provides property management services to 362 properties, owned by family members and affiliates of Mr. Spodek. An additional property for which REAC provides management services to affiliates of Mr. Spodek was not amended by the Amended Management Agreements.
The Amended Management Agreements provide that, as of April 1, 2025, the initial management fee to be received by REAC is equal to 4.0 % per annum of each property’s gross revenue, payable quarterly. Each successive April 1, the management fee will be increased to 102.5 % of the management fee previously in effect. The initial term of the Amended Management Agreements is through March 31, 2030 (the “Initial Term”), unless terminated earlier. After the Initial Term, the Amended Management Agreements will be automatically renewed for successive one-year terms, unless either party provides 30 days' advance notice of non-renewal. Furthermore, beginning October 1, 2025, the Amended Management Agreements may be terminated by either party at any time upon 60 days’ notice to the other party. The Amended Management Agreements also provide that, to the extent REAC provides services in connection with the financing of managed properties, REAC shall be entitled to an additional $ 5,000 fee per property being financed, whether such properties are financed individually, as part of a portfolio or pooled, provided that the total fees payable shall not exceed $ 50,000 per financing transaction. The Amended Management Agreements were unanimously approved by an independent Special Committee of the Company's Board of Directors (the “Board”) consisting of all members of the Board other than Mr. Spodek.
REAC recognized management fee income of $ 0.2 million and $ 0.4 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, NY with an entity affiliated with the Company’s CEO (the “Prior Office Lease”). Pursuant to the
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Prior Office Lease, the monthly rent was $ 15,000 subject to escalations. The term of the Prior Office Lease was five years commencing on May 17, 2019 and expired on May 16, 2024. In May 2024, the Prior Office Lease was extended to December 31, 2024 at the same rental rate. In December 2024, the Company entered into a new lease with an entity affiliated with the Company’s CEO (the “2025 Office Lease,” and, collectively with the Prior Office Lease, the “Office Leases”). Pursuant to the 2025 Office Lease, the monthly rent is $ 18,750 subject to escalations. The term of the 2025 Office Lease is five years commencing on January 1, 2025 and will expire on December 31, 2029. The 2025 Office Lease was approved by a special committee of the Company’s Board of Directors consisting of four independent directors. Rental expenses associated with the Office Leases for the 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. For further details, see Note 7. Leases.
Right of First Offer Transactions
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.
Guarantees
As disclosed above in Note 5. Debt, Mr. Spodek personally guaranteed a portion of or the entire amount outstanding under the Company's loans with First Oklahoma Bank and Vision Bank, totaling $ 1.8 million as of March 31, 2026 and December 31, 2025. As a guarantor, Mr. Spodek's interests with respect to the amount of debt he is guaranteeing (and the terms of any repayment or default) may not align with the Company’s interests and could result in a conflict of interest.
10. Earnings Per Share
EPS is calculated by dividing net income attributable to common stockholders by the weighted average number of shares outstanding for the period. The following table presents a reconciliation of income from operations used in the basic and diluted EPS calculations (dollars in thousands, except share and per share data).
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
For the Three Months Ended
March 31,
2026 2025
Numerator for earnings per share – basic and diluted:
Net income attributable to common stockholders $ 3,826 $ 2,082
Less: Income attributable to participating securities ( 770 ) ( 590 )
Numerator for earnings per share — basic and diluted $ 3,056 $ 1,492
Denominator:
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 earnings per share $ 0.11 $ 0.06
Diluted earnings per share $ 0.11 $ 0.06
Explanatory Note :
(1) Diluted EPS reflects the potential dilution of the conversion of obligations and the assumed exercises of securities including the effects of restricted shares and RSUs issued under the Company’s 2019 Equity Incentive Plan (the “Plan”) (See Note 11. Stockholders’ Equity). The effect of such 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. The income allocable to such OP Units and LTIP Units is allocated on this same basis and reflected as non-controlling interests in these unaudited Consolidated Financial Statements. As such, the assumed conversion of these OP Units and LTIP Units would have no net impact on the determination of diluted EPS.
Note 11. Stockholders’ Equity
ATM Program
On November 4, 2022, the Company entered into separate open market sale agreements for its at-the-market offering programs with each of Jefferies LLC, BMO Capital Markets Corp., Janney Montgomery Scott LLC, Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc., as agents (the "ATM Program"), pursuant to which the Company may offer and sell shares of its Class A common stock having an aggregate sales price of up to $ 50.0 million. The agreements also provide that the Company may enter into one or more forward sale agreements under separate master forward confirmations and related supplemental confirmations with affiliates of certain agents. On August 8, 2023, the Company amended the ATM Program to increase the aggregate offering amount under the program to $ 150.0 million. On November 4, 2024, the Company entered into separate open market sale agreements for the ATM Program with each of Mizuho Securities USA LLC (“Mizuho”) and M&T Securities, Inc. (“M&T”), as additional sales agents, and affiliates of Mizuho, as forward sellers. 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
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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).
Three Months Ended
March 31,
2026 2025
Shares issued
512 140
Gross proceeds received
$ 8,648 $ 1,983
Issuance fees and costs ( 173 ) ( 39 )
Net proceeds received $ 8,475 $ 1,944
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 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
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
Non-controlling Interests
Non-controlling interests in the Company represent OP Units held by the Company's prior investors and certain sellers of properties to the Company and LTIP Units primarily issued to the Company’s employees and the Board of Directors in connection with the IPO and/or as a part of their compensation. During the 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 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. Such adjustments are recorded to additional paid-in capital as a reallocation of non-controlling interest in the Consolidated Statements of Changes in Equity. Operating Partnership unitholders are entitled to share in cash distributions from the Operating Partnership in proportion to their percentage ownership of OP Units.
Restricted Stock and Other Awards
Pursuant to the Postal Realty Trust Inc. 2019 Equity Incentive Plan, (the "Plan"), the Company may grant equity incentive awards to its directors, officers, employees and consultants. As of 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 March 31, 2026 represents unvested restricted shares of Class A common stock and LTIP Units and RSUs that are outstanding, whether vested or not:
Restricted
Shares (1)(2)
LTIP
Units (3)
RSUs (4)
Total Shares/Units/RSUs Weighted
Average
Grant Date
Fair Value
Outstanding, as of January 1, 2026
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
Conversion to common stock — ( 5,413 ) — ( 5,413 ) $ 15.06
Vesting of restricted shares and RSUs (6)
( 62,797 ) — ( 70,869 ) ( 133,666 ) $ 15.75
Outstanding, as of March 31, 2026 496,329 2,032,859 385,600 2,914,788 $ 15.72
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Explanatory Notes :
(1) Represents restricted shares awards included in Class A common stock.
(2) The time-based restricted share awards granted to the Company's officers and employees typically vest in three annual installments or cliff vest at the end of three years , five years or eight years .
(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. The number of market-based RSUs is based on the number of shares issuable upon achievement of the market-based metric at target. Also, includes 11,325 time-based RSUs issued for 2025 incentive bonuses to certain employees that vested fully on February 1, 2026, the date of grant. RSUs reflect the right to receive shares of Class A common stock, subject to the applicable vesting criteria.
(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.
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
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POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
The Company's ESPP allows its employees to purchase shares of the Class A common stock at a discount. A total of 100,000 shares of Class A common stock was reserved for sale and authorized for issuance under the ESPP. The Code permits the Company to provide up to a 15 % discount on the lesser of the fair market value of such shares of Class A common stock at the beginning of the offering period and the close of the offering period. As of 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.
Note 12. Commitments and Contingencies
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. There can be no assurance that definitive contracts will be entered into with respect to any matter covered by letters of intent, that the Company will close the transactions contemplated by such contracts on time, or that the Company will consummate any transaction contemplated by any definitive contract.
Note 13. Subsequent Events
In addition to the subsequent events discussed elsewhere in the notes to the unaudited Consolidated Financial Statements, the following events occurred subsequent to 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.