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Broadstone Net Lease, Inc.

For the period ended Jun 30, 2026. Filed Jul 29, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 29, 2026

BNL$17.84+1.9%Stored close · as of Nov 9, 2026

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Non-GAAP Measures

FFO, Core FFO, and AFFO

We compute Funds From Operations (“FFO”) in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”), the worldwide representative voice for REITs and publicly traded real estate companies with an interest in the U.S. real estate and capital markets. Nareit defines FFO as GAAP net income or loss adjusted to exclude net gains (losses) from sales of certain depreciated real estate assets, depreciation and amortization expense from real estate assets, and impairment charges related to certain previously depreciated real estate assets. FFO is used by management, investors, and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers, primarily because it excludes the effect of real estate depreciation and amortization and net gains (losses) on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We include a proportionate share of adjustments related to our joint venture noncontrolling interests.

We compute Core Funds From Operations (“Core FFO”) by adjusting FFO, as defined by Nareit, to exclude certain GAAP income and expense amounts that we believe are infrequently recurring, unusual in nature, or not related to its core real estate operations, including write-offs or recoveries of accrued rental income, lease termination fees and other non-core income from real estate transactions, non-capitalized demolition and other redevelopment costs, cost of debt extinguishment, unrealized and realized gains or losses on foreign currency transactions, severance and employee transition costs, and other extraordinary items. Exclusion of these items from similar FFO-type metrics is common within the equity REIT industry, and management believes that presentation of Core FFO provides investors with a metric to assist in their evaluation of our operating performance across multiple periods and in comparison to the operating performance of our peers, because it removes the effect of unusual items that are not expected to impact our operating performance on an ongoing basis.

We compute Adjusted Funds From Operations (“AFFO”), by adjusting Core FFO for certain revenues and expenses that are non-cash or unique in nature, including straight-line rents, amortization of lease intangibles, adjustment to provision for credit losses, amortization of debt issuance costs, amortization of net mortgage premiums, non-capitalized transaction costs such as acquisition costs related to deals that failed to transact, loss on interest rate swaps and other non-cash interest expense, deferred taxes, stock-based compensation, and other specified non-cash items. We believe that excluding such items assists management and investors in distinguishing whether changes in our operations are due to growth or decline of operations at our properties or from other factors. We use AFFO as a measure of our performance when we formulate corporate goals and as a factor in determining management compensation. We believe that AFFO is a useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by non-cash revenues or expenses.

Specific to our adjustment for straight-line rents, our leases include cash rents that increase over the term of the lease to compensate us for anticipated increases in market rental rates over time. Our leases do not include significant front-loading or back-loading of payments, or significant rent-free periods. Therefore, we find it useful to evaluate rent on a contractual basis as it allows for comparison of existing rental rates to market rental rates.

FFO, Core FFO, and AFFO may not be comparable to similarly titled measures employed by other REITs, and comparisons of our FFO, Core FFO, and AFFO with the same or similar measures disclosed by other REITs may not be meaningful.

Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments to FFO that we use to calculate Core FFO and AFFO. In the future, the SEC, Nareit or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and in response to such standardization we may have to adjust our calculation and characterization of Core FFO and AFFO accordingly.

The following table reconciles net income (which is the most comparable GAAP measure) to FFO, Core FFO, and AFFO:

For the Three Months Ended · For the Six Months Ended
(in thousands, except per share data)June 30,2026March 31,2026June 30,2026June 30,2025
Net income$40,255$46,392$86,647$37,323
Real property depreciation and amortization49,02141,44390,46381,902
Gain on sale of real estate(12,990)(7,122)(20,111)(971)
Provision for impairment on investment in rental properties3,546—3,54628,068
FFO adjustments allocable to joint venture noncontrolling interests—(16)(16)—
FFO$79,832$80,697$160,529$146,322
Net write-offs of accrued rental income———2,231
Other non-core income from real estate transactions(25)—(25)(109)
Non-capitalized demolition and other costs24—24—
Cost of debt extinguishment———166
Severance and employee transition costs11—1154
Other (income) expenses (a)(1,314)(1,446)(2,760)3,766
Core FFO$78,528$79,251$157,779$152,430
Straight-line rent adjustment(5,567)(5,630)(11,197)(11,492)
Adjustment to provision for credit losses(14)—(14)(13)
Amortization of debt issuance costs1,6411,6273,2682,565
Non-capitalized transaction costs1,63261,638258
Realized gain or loss on interest rate swaps and other non-cash interest expense3645819
Amortization of lease intangibles(1,017)(1,015)(2,032)(2,255)
Stock-based compensation2,9722,5665,5384,618
AFFO$78,211$76,850$155,061$146,120

(a)Amount includes $1.3 million and $1.4 million of unrealized foreign exchange gain for the three months ended June 30, 2026 and March 31, 2026, respectively, and $2.7 million and $(3.8) million of unrealized foreign exchange gain (loss) for the six months ended June 30, 2026 and June 30, 2025, respectively, primarily associated with our Canadian dollar denominated revolving borrowings.

EBITDA, EBITDAre, Adjusted EBITDAre, Pro Forma Adjusted EBITDAre, Annualized EBITDAre, Annualized Adjusted EBITDAre, and Pro Forma Annualized Adjusted EBITDAre

We compute EBITDA as earnings before interest, income taxes and depreciation and amortization. EBITDA is a measure commonly used in our industry. We believe that this ratio provides investors and analysts with a measure of our performance that includes our operating results unaffected by the differences in capital structures, capital investment cycles and useful life of related assets compared to other companies in our industry. We compute EBITDAre in accordance with the definition adopted by Nareit, as EBITDA excluding gains (losses) from the sales of depreciable property and provisions for impairment on investment in real estate. We believe EBITDA and EBITDAre are useful to investors and analysts because they provide important supplemental information about our operating performance exclusive of certain non-cash and other costs. EBITDA and EBITDAre are not measures of financial performance under GAAP, and our EBITDA and EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA and EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

We are focused on a disciplined and targeted investment strategy, together with active asset management that includes selective sales of properties. We manage our leverage profile using a ratio of Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre, each discussed further below, which we believe is a useful measure of our ability to repay debt and a relative measure of leverage, and is used in communications with our lenders and rating agencies regarding our credit rating. As we fund new investments using our unsecured Revolving Credit Facility, our leverage profile and Net Debt will be immediately impacted by current quarter investments. However, the full benefit of EBITDAre from new investments will not be received in the same quarter in which the properties are acquired. Additionally, EBITDAre for the quarter includes amounts generated by properties that have been sold during the quarter. Accordingly, the variability in EBITDAre caused by the timing of our investments and dispositions can temporarily distort our leverage ratios. We adjust EBITDAre (“Adjusted EBITDAre”) for the most recently completed quarter (i) to recalculate as if all investments and dispositions had occurred at the beginning of the quarter, (ii) to exclude certain GAAP income and expense amounts that are either non-cash, such as cost of debt extinguishments, realized or unrealized gains and losses on foreign currency transactions, or gains on insurance recoveries, or that we believe are one time, or unusual in nature because they relate to unique circumstances or transactions that had not previously occurred and which we do not anticipate occurring in the future, and (iii) to eliminate the impact of lease termination fees and other items that are not a result of normal operations. While investments in build-to-suit developments have an immediate impact to Net Debt, we do not make an adjustment to EBITDAre until the quarter in which the lease commences. We define our Pro Forma Adjusted EBITDAre as Adjusted EBITDAre adjusted to show the impact of estimated contractual revenues based on in-process development spend to-date. Our Pro Forma Net Debt is defined as Net Debt adjusted for estimated net proceeds from forward sale agreements that have not settled as if they have been physically settled for cash as of the period presented. We then annualize quarterly Adjusted EBITDAre and Pro Forma Adjusted EBITDAre by multiplying them by four (“Annualized Adjusted EBITDAre” and “Annualized Pro Forma Adjusted EBITDAre”). You should not unduly rely on this measure as it is based on assumptions and estimates that may prove to be inaccurate. Our actual reported EBITDAre for future periods may be significantly different from our Annualized Adjusted EBITDAre. Adjusted EBITDAre and Annualized Adjusted EBITDAre are not measurements of performance under GAAP, and our Adjusted EBITDAre and Annualized Adjusted EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our Adjusted EBITDAre and Annualized Adjusted EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

The following table reconciles net income (which is the most comparable GAAP measure) to EBITDA, EBITDAre, Adjusted EBITDAre, and Pro Forma Adjusted EBITDAre. Information is also presented with respect to Annualized EBITDAre, Annualized Adjusted EBITDAre, and Pro Forma Annualized Adjusted EBITDAre:

For the Three Months Ended
(in thousands)June 30,2026March 31,2026June 30,2025
Net income$40,255$46,392$19,830
Depreciation and amortization49,10241,52642,575
Interest expense25,78525,26021,112
Income taxes346311199
EBITDA$115,488$113,489$83,716
Provision for impairment of investment in rental properties3,546—11,939
Gain on sale of real estate(12,990)(7,122)(566)
EBITDAre$106,044$106,367$95,089
Adjustment for current quarter investment activity (a)5402,548573
Adjustment for current quarter disposition activity (b)(327)(80)(490)
Adjustment to exclude non-recurring and other expenses (c)36—(332)
Adjustment to exclude net write-offs of accrued rental income——3
Adjustment to exclude realized / unrealized foreign exchange (gain) loss(1,288)(1,446)3,445
Adjustment to exclude cost of debt extinguishment———
Adjustment to exclude other income from real estate transactions(25)(33)(46)
Adjusted EBITDAre$104,980$107,356$98,242
Estimated revenues from developments (d)3,7663,2371,629
Pro Forma Adjusted EBITDAre$108,746$110,593$99,871
Annualized EBITDAre$424,176$425,467$380,356
Annualized Adjusted EBITDAre$419,920$429,425$392,968
Pro Forma Annualized Adjusted EBITDAre$434,984$442,371$399,484

(a)Reflects an adjustment to give effect to all investments during the quarter as if they had been made as of the beginning of the quarter.

(b)Reflects an adjustment to give effect to all dispositions during the quarter as if they had been sold as of the beginning of the quarter.

(c)Amount includes non-capitalized demolition costs recognized in connection with demolition of a property being redeveloped for the three months ended June 30, 2026. Amount includes less than $0.4 million of accelerated lease intangible amortization for the three months ended June 30, 2025.

(d)Represents estimated contractual revenues based on in-process development spend to-date.

Net Debt, Pro Forma Net Debt, Net Debt to Annualized EBITDAre, Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre

We define Net Debt as gross debt (total reported debt plus debt issuance costs and original issuance discount) less cash and cash equivalents and restricted cash. Our Pro Forma Net Debt is defined as Net Debt adjusted for estimated net proceeds from unsettled forward sale agreements as if they have been settled for cash as of the period presented. We believe that the presentation of Net Debt to Annualized EBITDAre and Net Debt to Annualized Adjusted EBITDAre is useful to investors and analysts because these ratios provide information about gross debt less cash and cash equivalents, which could be used to repay debt, compared to our performance as measured using EBITDAre, and is used in communications with lenders and rating agencies regarding our credit rating. The following table reconciles total debt (which is the most comparable

GAAP measure) to Net Debt, Pro Forma Net Debt, and presents the ratios of Net Debt to Annualized EBITDAre, Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre, respectively:

(in thousands)June 30,2026March 31,2026June 30,2025
Debt
Unsecured revolving credit facility$447,376$397,640$197,880
Unsecured term loans, net995,423994,820994,028
Senior unsecured notes, net1,191,5521,191,143846,441
Mortgages, net40,64056,19775,685
Debt issuance costs13,02514,0569,578
Gross Debt2,688,0162,653,8562,123,612
Cash and cash equivalents(11,095)(20,310)(20,784)
Restricted cash(1,822)(1,369)(1,192)
Net Debt$2,675,099$2,632,177$2,101,636
Estimated net proceeds from forward equity agreements (a)(124,313)(80,551)(37,722)
Pro Forma Net Debt$2,550,786$2,551,626$2,063,914
Leverage Ratios:
Net Debt to Annualized EBITDAre6.3x6.2x5.5x
Net Debt to Annualized Adjusted EBITDAre6.4x6.1x5.3x
Pro Forma Net Debt to Annualized Adjusted EBITDAre5.9x5.8x5.2x

(a)Represents pro forma adjustment for estimated net proceeds from forward sale agreements that have not settled as if they have been physically settled for cash as of the period presented.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.