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Item 9A. Controls and Procedures

2022-03-14 compared with 2021-03-30 · 172 added, 190 removed, 35 unchanged (91% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under

the Exchange Act, that are designed to ensure that information required

to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods

specified in the rules and regulations of the SEC and that such information is accumulated and communicated to management, including

our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no

matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and

management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

have carried out an evaluation, under the supervision and with the participation of management, including our principal

executive officer and principal financial officer, regarding the effectiveness of our disclosure controls and procedures as

of December 31, 2020, the end of the period covered by this Annual Report on Form 10-K.

Based on the foregoing, our

principal executive officer and principal financial officer have concluded, as of December 31, 2020, that our disclosure

controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or

submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified

in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required

Management’s

Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of our management, including

our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control

over financial reporting based on the original framework in Internal Control - Integrated Framework issued in 2013 by the Committee of

Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework in Internal Control - Integrated Framework,

our management concluded that our internal control over financial reporting was effective as of December 31, 2020.

in Internal Control over Financial Reporting

was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the rules and regulations of the SEC and that such information is accumulated and communicated to management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We have carried out an evaluation, under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial Officer, regarding the effectiveness of our disclosure controls and procedures as of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K.

Based on the foregoing, our Principal Executive Officer and Principal Financial Officer have concluded, as of December 31, 2021, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management, including our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the original framework in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

information required by Item 10 is incorporated by reference to our definitive Proxy Statement for our 2021 annual stockholders’

The information required by Item 10 is incorporated by reference to our definitive Proxy Statement for our 2022 annual stockholders’ meeting.

EXECUTIVE COMPENSATION

information required by Item 11 is incorporated by reference to our definitive Proxy Statement for our 2021 annual stockholders’

The information required by Item 11 is incorporated by reference to our definitive Proxy Statement for our 2022 annual stockholders’ meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

information required by Item 12 is incorporated by reference to our definitive Proxy Statement for our 2021 annual stockholders’

The information required by Item 12 is incorporated by reference to our definitive Proxy Statement for our 2022 annual stockholders’ meeting.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information required by Item 13 is incorporated by reference to our definitive Proxy Statement for our 2021 annual stockholders’

The information required by Item 13 is incorporated by reference to our definitive Proxy Statement for our 2022 annual stockholders’ meeting.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

information required by Item 14 is incorporated by reference to our definitive Proxy Statement for our 2021 annual stockholders’

The information required by Item 14 is incorporated by reference to our definitive Proxy Statement for our 2022 annual stockholders’ meeting.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) Financial Statements

Our consolidated financial statements and notes thereto, together with the Reports of Independent Registered Public Accounting Firm are included in Item 8 of this Annual Report on Form 10-K commencing on page F-1.

(2) Financial Statement Schedules

(1) Financial

consolidated financial statements and notes thereto, together with the Reports of Independent Registered Public Accounting Firm

are included in Item 8 of this Annual Report on Form 10-K commencing on page F-1.

Financial Statement Schedule

financial statement schedule are included in Item 8 of this Annual Report on Form 10-K commencing on page F-1.

list of exhibits to this Annual Report on Form 10-K is set forth on the Index to Exhibits commencing on page 50 and

is incorporated herein by reference.

Realty Trust, Inc.

III - Real Estate and Accumulated Depreciation

of December 31, 2020

Cost to Company

Amount Carried at Close of Period (2)

& Improvements

Date Acquired

Our financial statement schedules are included in Item 8 of this Annual Report on Form 10-K commencing on page F-1.

A list of exhibits to this Annual Report on Form 10-K is set forth on the Index to Exhibits commencing on page 49 and is incorporated herein by reference.

Postal Realty Trust, Inc.

Schedule III - Real Estate and Accumulated Depreciation

As of December 31, 2021

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

State Land Buildings & Improvements Land Buildings & Improvements Total

Alabama 12 — 1,720 9,342 26 1,720 9,368 11,088 352 2013-2021 40

Alaska 1 — 15 51 — 15 51 66 7 2018 40

Arizona 1 — 181 703 — 181 703 884 14 2021 40

Arkansas 22 — 1,282 4,229 — 1,282 4,229 5,511 626 2013-2021 40

California 19 — 6,629 12,524 — 6,629 12,524 19,153 351 2019-2021 40

Colorado 18 — 1,214 9,587 48 1,214 9,636 10,850 563 2019-2021 40

Connecticut 6 — 714 3,226 — 714 3,226 3,940 212 2013-2021 40

Delaware 1 — 181 436 — 181 436 617 20 2020 40

Florida 15 — 2,814 6,763 50 2,814 6,809 9,623 282 2013-2021 40

Georgia 24 — 839 3,383 50 839 3,433 4,272 277 2013-2021 40

Hawaii 1 — 1,810 1,447 0 1,810 1,447 3,257 22 2021 40

Idaho 9 — 61 749 — 61 749 810 243 2013 40

Illinois 48 — 1,057 6,194 137 1,057 6,331 7,388 400 2013-2021 40

Indiana 21 — 890 5,455 100 890 5,555 6,445 295 2019-2021 40

Iowa 24 — 726 5,056 104 726 5,160 5,886 250 2013-2021 40

Kansas 25 — 921 8,556 5 921 8,561 9,482 347 2013-2021 40

Kentucky 7 — 175 1,448 — 175 1,448 1,623 167 2013-2021 40

Louisiana 27 — 1,614 5,937 53 1,614 5,989 7,603 656 2013-2021 40

Maine 40 — 1,281 4,033 63 1,281 4,096 5,377 307 2013-2020 40

Maryland 6 — 786 1,399 22 786 1,422 2,208 97 2013-2021 40

Massachusetts 15 — 2,458 8,399 84 2,458 8,483 10,941 1,730 2007-2021 40

North Carolina

Michigan 44 — 2,998 9,934 276 2,998 10,170 13,168 664 2011-2021 40

Minnesota 36 349 650 5,828 43 650 5,871 6,521 373 2013-2021 40

Mississippi 15 — 889 3,755 118 889 3,873 4,762 352 2013-2021 40

Missouri 30 — 1,152 5,378 195 1,152 5,573 6,725 348 2013-2021 40

Montana 12 — 381 2,892 94 381 2,986 3,367 193 2013-2021 40

Nebraska 17 — 96 1,696 31 96 1,727 1,823 91 2013-2021 40

Nevada 4 — 485 2,314 — 485 2,314 2,799 48 2013-2021 40

New Hampshire 7 — 417 1,185 8 417 1,193 1,610 49 2019-2021 40

New Jersey 4 — 226 818 16 226 835 1,061 35 2019-2021 40

New Mexico 4 — 328 555 — 328 555 883 42 2019-2021 40

New York 35 — 2,962 9,118 158 2,962 9,278 12,240 348 2019-2021 40

North Carolina 31 — 3,571 11,808 58 3,571 11,868 15,439 685 2013-2021 40

North Dakota 18 — 205 1,914 — 205 1,914 2,119 160 2013-2021 40

Ohio 24 844 2,402 8,632 67 2,402 8,699 11,101 719 2006-2021 40

Oklahoma 41 — 1,357 6,429 166 1,357 6,543 7,900 1,036 2013-2021 40

Oregon 1 — 480 597 — 480 597 1,077 29 2020 40

Pennsylvania 76 31,634 8,277 61,295 249 8,277 61,544 69,821 3,211 2005-2021 40

South Carolina 14 366 1,088 2,997 1,082 1,088 4,075 5,163 139 2019-2021 40

South Dakota 17 — 291 1,932 — 291 1,932 2,223 156 2013-2021 40

Tennessee 15 — 1,375 4,252 28 1,375 4,280 5,655 532 2013-2021 40

Texas 53 — 2,549 11,095 288 2,549 11,385 13,934 2,257 2005-2021 40

Utah 1 — 73 813 — 73 813 886 45 2020 40

Vermont 10 — 611 1,668 — 611 1,668 2,279 102 2019-2021 40

Virginia 17 — 1,059 4,494 17 1,059 4,511 5,570 184 2019-2021 40

Washington 7 — 456 1,341 — 456 1,341 1,797 97 2013-2021 40

West Virginia 17 — 365 3,006 6 365 3,012 3,377 79 2019-2021 40

$ 125,035,656

$ 199,471,867

$ 200,768,015

Wisconsin 70 — 2,406 15,255 206 2,406 15,454 17,860 1,641 2005-2021 40

Wyoming 2 — 21 160 — 21 160 181 51 2013 40

964 $ 33,193 $ 64,538 $ 280,078 $ 3,848 $ 64,538 $ 283,827 $ 348,365 $ 20,884

(1) Estimated

useful life for buildings.

Explanatory Notes :

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

(2) The aggregate cost for Federal Income Tax purposes was approximately $ 353.8 million as of December 31, 2021.

(3) Estimated useful life for buildings.

The following table reconciles real estate for the years ended December 31, 2021 and 2020:

For the Years Ended

For the Years Ended December 31,

Beginning Balance

$ 247,072 $ 120,584

99,006 125,423

Capital Improvements

Ending Balance

( 37 ) ( 86 )

Ending Balance

$ 348,365 $ 247,072

includes reclassification adjustments.

following table reconciles accumulated depreciation for the years ended December 31, 2020 and December 31, 2019:

For the Years Ended

Explanatory Note:

(1) Other includes reclassification adjustments.

The following table reconciles accumulated depreciation for the years ended December 31, 2021 and 2020:

For the Years Ended December 31,

Beginning Balance

$ ( 13,215 ) $ ( 8,814 )

$ (7,121,532 )

Depreciation expense

Ending Balance

( 7,706 ) ( 4,487 )

Ending Balance

$ ( 20,884 ) $ ( 13,215 )

of Amendment and Restatement of the Company, dated as of May 15, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s

Quarterly Report on Form 10-Q filed on June 27, 2019).

and Restated Bylaws of the Company, effective as of May 15, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s

Quarterly Report on Form 10-Q filed on June 27, 2019).

of Certificate of Class A Common Stock of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Registration

Statement on Form S-11/A filed on May 7, 2019).

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

Amended and Restated Agreement of Limited Partnership of the Postal Realty LP, dated May 16, 2019 (incorporated by reference

to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Realty Trust, Inc.

Amended and Restated Alignment of Interest Program (incorporated by reference to Exhibit 10.1 to the Registrant’s

Current Report on Form 8-K filed on April 29, 2020).&dagger;

Representation,

Warranty and Indemnity Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Andrew Spodek (incorporated

by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification Agreement, dated as of May 14, 2019, by and among the Company, United Properties Holding, Inc., United Post

Office Investments, Inc.

and Andrew Spodek (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report

on Form 10-Q filed on June 27, 2019).

of Right of First Offer Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement

on Form S-11/A filed on May 7, 2019).

Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP, Andrew Spodek, Tayaka Holdings,

LLC and IDJ Holdings, LLC (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q

filed on June 27, 2019).

Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Nationwide Postal Management

Holdings, Inc.

(incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on June

Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Unlimited Postal Holdings LP

(incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

of Third Party Management Agreement (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement

on Form S-11/A filed on May 7, 2019).

Indemnification

Agreement, dated as of May 17, 2019, by and between the Company and Patrick Donahoe (incorporated by reference to Exhibit

10.21 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification

Agreement, dated as of May 17, 2019, by and between the Company and Anton Feingold (incorporated by reference to Exhibit 10.22

to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification

Agreement, dated as of May 17, 2019, by and between the Company and Jeremy Garber (incorporated by reference to Exhibit 10.23

to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification

Agreement, dated as of May 17, 2019, by and between the Company and Jane Gural-Senders (incorporated by reference to Exhibit

10.24 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification

Agreement, dated as of May 17, 2019, by and between the Company and Barry Lefkowitz (incorporated by reference to Exhibit

10.25 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification

Agreement, dated as of May 17, 2019, by and between the Company and Andrew Spodek (incorporated by reference to Exhibit 10.26

to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification

Agreement, dated as of May 17, 2019, by and between the Company and Matt Brandwein (incorporated by reference to Exhibit 10.27

to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Agreement, dated June 26, 2019, by and between the Company and Andrew Spodek (incorporated by reference to Exhibit 10.28 to

the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Agreement, dated June 26, 2019, by and between the Company and Jeremy Garber (incorporated by reference to Exhibit 10.29 to

the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

EXHIBIT INDEX

Exhibit Number Description

3.1 Articles of Amendment and Restatement of the Company, dated as of May 15, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

3.2 Amended and Restated Bylaws of the Company, effective as of May 15, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

4.1 Form of Certificate of Class A Common Stock of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).

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

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

10.2 Postal Realty Trust, Inc.

Amended and Restated Alignment of Interest Program (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 29, 2020).†

10.3 Representation, Warranty and Indemnity Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Andrew Spodek (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

10.4 Tax Indemnification Agreement, dated as of May 14, 2019, by and among the Company, United Properties Holding, Inc., United Post Office Investments, Inc.

and Andrew Spodek (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

10.5 Form of Right of First Offer Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).

10.6 Tax Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP, Andrew Spodek, Tayaka Holdings, LLC and IDJ Holdings, LLC (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

10.7 Tax Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Nationwide Postal Management Holdings, Inc.

(incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

10.8 Tax Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Unlimited Postal Holdings LP (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

10.9 Form of Third Party Management Agreement (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).

10.10 Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Patrick Donahue (incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

10.11 Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Anton Feingold (incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†

10.12 Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Jeremy Garber (incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†

10.13 Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Jane Gural-Senders (incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†

10.14 Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Barry Lefkowitz (incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†

10.15 Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Andrew Spodek (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†

10.16 Indemnification Agreement, dated as of January 1, 2021, by and between the Company and Robert B.

Klein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021) .†

10.17 Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Matt Brandwein (incorporated by reference to Exhibit 10.27 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

10.18 Employment Agreement, dated June 26, 2019, by and between the Company and Andrew Spodek (incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†

10.19 Employment Agreement, dated June 26, 2019, by and between the Company and Jeremy Garber (incorporated by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).†

10.20 Employment Agreement, dated December 30, 2020, by and between the Company and Robert B.

Klein (incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K filed on January 4, 2020).

Equity Incentive Plan of the Company (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement

on Form S-11/A filed on May 7, 2019).

Klein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 4, 2021).†

10.21 2019 Equity Incentive Plan of the Company (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).†

10.22 Amendment No.

1 to the Postal Realty Trust, Inc.

2019 Equity Incentive Plan, effective as of June 26, 2020 (incorporated by reference

to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 1, 2020).&dagger;

of 2019 Equity Incentive Plan Stock Award Agreement and Notice (incorporated by reference to Exhibit 10.5 of the Company’s

Registration Statement on Form S-11 filed on May 7, 2019).

Employee Stock Purchase Plan of the Company (incorporated by reference to Exhibit 10.4 to the Company’s Registration

Statement on Form S-11/A filed on May 7, 2019).

of LTIP Unit Vesting Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on

Form S-11/A filed on May 7, 2019).

Agreement, dated as of September 27, 2019, by and among Postal Realty LP, as borrower, the lenders party thereto and People’s

United Bank, National Association, as administrative agent and BMO Capital Markets Corp., as syndication agent (incorporated

by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 2, 2019).

First Amendment to Credit Agreement, dated as of January 30, 2020, by and among Postal Realty LP, Postal Realty Trust, Inc., the subsidiary guarantors party thereto, certain lenders party thereto and People’s United Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on June 26, 2020).

Second Amendment to Credit Agreement, dated as of June 25, 2020, by and among Postal Realty LP, Postal Realty Trust, Inc., the subsidiary guarantors party thereto and People’s United Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on June 26, 2020).

Third Amendment to Credit Agreement, dated as of November 24, 2020, by and among Postal Realty LP, Postal Realty Trust, Inc., the subsidiary guarantors party thereto and People’s United Bank, National Association, as administrative agent.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 1, 2020).

Agreement, dated as of September 27, 2019, by Postal Realty LP, as pledger, in favor of People’s United Bank, National

Association, as administration agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form

8-K filed on October 2, 2019).

dated as of September 27, 2019, by and among the Company, certain subsidiary guarantors and People’s United Bank, National

Association, as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form

8-K filed on October 2, 2019).

of Open Market Sale Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K

filed on December 14, 2020).

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

Promissory Note (USLIC), dated December 18, 2020, made by Thorn Hill Postal Realty Holdings LLC to The United States Life Insurance Company in the City of New York (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 21, 2020).

Promissory Note (USLIC –

Fortitude), dated December 18, 2020, made by Thorn Hill Postal Realty Holdings LLC to The United States Life Insurance Company in the City of New York (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 21, 2020).

Promissory Note (NUFIC), dated December 18, 2020, made by Thorn Hill Postal Realty Holdings LLC to National Union Fire Insurance Company of Pittsburgh, PA (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 21, 2020).

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

2019 Equity Incentive Plan, effective as of June 26, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2020).†

10.23 Amendment No.

2 to the Postal Realty Trust, Inc.

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

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

Exhibit Number Description

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

10.26 Form of LTIP Unit Vesting Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).†

10.27 Credit Agreement, dated August 9, 2021, by and among Postal Realty LP, the Company, the certain subsidiaries from time to time party thereto as guarantors, and Bank of Montreal, as administrative agent, and the several banks and financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 10, 2021) .

10.28 Form of Open Market Sale Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on December 14, 2020).

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

10.30 Promissory Note (USLIC), dated December 18, 2020, made by Thorn Hill Postal Realty Holdings LLC to The United States Life Insurance Company in the City of New York (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 21, 2020).

10.31 Promissory Note (USLIC – Fortitude), dated December 18, 2020, made by Thorn Hill Postal Realty Holdings LLC to The United States Life Insurance Company in the City of New York (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 21, 2020).

10.32 Promissory Note (NUFIC), dated December 18, 2020, made by Thorn Hill Postal Realty Holdings LLC to National Union Fire Insurance Company of Pittsburgh, PA (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 21, 2020).

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

21.1 Subsidiaries of the Company.*

23.1 Consent of BDO USA, LLP.*

Certification

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

Certification

of Annual Report by President, Treasurer, and Secretary under Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification

of Chief Executive Officer furnished pursuant to 18 U.S.C.

Section 1350 as Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002.*

Certification

of President, Treasurer and Secretary furnished pursuant to 18 U.S.C.

Section 1350 as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002.*

INSTANCE DOCUMENT**

SCHEMA DOCUMENT**

CALCULATION LINKBASE

LABELS LINKBASE

PRESENTATION LINKBASE

DEFINITION LINKBASE

plan or arrangement

electronically herewith.

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business

Reporting Language):

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

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

32.1 Certification of Chief Executive Officer furnished pursuant to 18 U.S.C.

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

32.2 Certification of Chief Financial Officer furnished pursuant to 18 U.S.C.

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

101.INS INSTANCE DOCUMENT**

101.SCH SCHEMA DOCUMENT**

101.CAL CALCULATION LINKBASE DOCUMENT**

101.LAB LABELS LINKBASE DOCUMENT**

101.PRE PRESENTATION LINKBASE DOCUMENT**

101.DEF DEFINITION LINKBASE DOCUMENT**

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_______________________

* Filed herewith

† Compensatory plan or arrangement

** Submitted electronically herewith.

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets;

(ii) Consolidated Statements of Operations;

(iii) Consolidated

Statements of Equity;

(ii) Consolidated Statements of Operations and Comprehensive Income (Loss);

(iii) Consolidated Statements of Changes in Equity (Deficit);

(iv) Consolidated Statements of Cash Flows;

1 unchanged sentence

FORM 10-K SUMMARY

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

POSTAL REALTY TRUST, INC.

March 11, 2022 By:

/s/ Andrew Spodek

Andrew Spodek

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Director

Executive Officer)

Treasurer and Secretary

Financial Officer)

Vice President and Chief Accounting Officer

Accounting Officer)

Director, Chairman of

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

/s/ Andrew Spodek Chief Executive Officer and Director March 11, 2022

Andrew Spodek (Principal Executive Officer)

/s/ Robert B.

Klein Chief Financial Officer March 11, 2022

Klein (Principal Financial Officer)

/s/ Matt Brandwein Senior Vice President and Chief Accounting Officer March 11, 2022

Matt Brandwein (Principal Accounting Officer)

/s/ Patrick Donahoe Independent Director, Chair of March 11, 2022

Patrick Donahoe Board of Directors

/s/ Barry Lefkowitz Independent Director March 11, 2022

Barry Lefkowitz

Gural-Senders

/s/ Jane Gural-Senders Independent Director March 11, 2022

Jane Gural-Senders

/s/ Anton Feingold Independent Director March 11, 2022

Anton Feingold

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

What changed 10-K

Item 9A. Controls and Procedures