Postal Realty Trust, Inc.
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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FY2025 · Filed Feb 24, 2026
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ITEM 9B. OTHER INFORMATION
10b5-1 Plan Arrangements
On December 2, 2025, Jeremy Garber, our President, entered into a pre-arranged trading plan (the “10b5-1 plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Under the 10b5-1 plan, Mr. Garber can sell up to 15,000 shares of our Class A common stock between March 4, 2026 and March 3, 2027, subject to price and trading limitations under the plan.
Commitment Amount Increase
On February 20, 2026, we entered into the Commitment Amount Increase Request (the "Commitment Increase") pursuant to which (i) the Revolving Credit Facility was increased to $250.0 million in the aggregate, (ii) the 2028 Term Loan was increased to $190.0 million in the aggregate (all of which has been advanced to the Company) and (iii) The Bank of Nova
Scotia was added as a lender under the Credit Agreement. As of February 24, 2026, and after giving effect to the Commitment Increase, (1) $50.0 million remains under the Revolving Credit Facility accordion and (2) $85.0 million remains under the accordion for the Term Loan.
The foregoing summary of the terms of the Commitment Increase is only a brief descriptions of certain terms therein and does not purport to be complete descriptions of the rights and obligations of the parties thereunder. The Commitment Increase is attached as Exhibit 10.32 to this Annual Report on Form 10-K and is incorporated herein by reference into this Item 9B.
ATM Program Update
On February 24, 2026, we entered into separate open market sale agreements under our ATM Program (the “Additional Sale Agreements”) with each of (i) J.P. Morgan Securities LLC (“J.P. Morgan”) and Scotia Capital (USA) Inc. (“ScotiaBank”), as additional sales agents, (ii) JPMorgan Chase Bank, National Association and The Bank of Nova Scotia, as additional forward purchasers, and (iii) J.P. Morgan and ScotiaBank as additional forward sellers (in each case in its capacity as agent for its affiliated forward purchaser).
The Additional Sale Agreements also provide that, in addition to the issuance and sale of shares of our Class A common stock by us through J.P. Morgan and ScotiaBank, we may also enter into one or more forward sale agreements under a master forward confirmation (the “Master Confirmation”) and related supplemental confirmation, each between us and JPMorgan Chase Bank, National Association and The Bank of Nova Scotia.
The Additional Sale Agreements, including the Master Confirmation, have the same terms as our existing open market sale agreements (each as amended from time to time, the “Existing Sale Agreements,” and together with the Additional Sale Agreements, the “Sale Agreements”), dated November 4, 2022 with each of Jefferies LLC (“Jefferies”) Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Truist Securities, Inc. (“Truist”), as sales agents, each of Jefferies, Stifel and Truist Bank, as forward purchasers, and each of Jefferies, Stifel and Truist as forward sellers, and dated November 4, 2024 with each of Mizuho Securities USA LLC (“Mizuho”) and M&T Securities, Inc., as sales agents, Mizuho Markets Americas LLC, as forward purchaser, and Mizuho as forward seller.
On February 24, 2026, we also entered into an amendment (the “Amendment”) to each of the Existing Sales Agreements. The Amendment increases the aggregate offering amount under the Existing Sales Agreements from up to $150.0 million to up to $300.0 million.
The foregoing summary of the terms of the Additional Sale Agreements, the Master Confirmations and the Amendment are only brief descriptions of certain terms therein and do not purport to be complete descriptions of the rights and obligations of the parties thereunder. A form of the Sale Agreement, which was signed by each sales agent, forward purchaser and forward seller, is filed as Exhibit 1.1 and a form of Master Confirmation, which was signed by each forward purchaser, is filed as Exhibit 1.2. to our Current Report on Form 8-K filed on November 4, 2022 and are incorporated by reference into this Item 9.B. Forms of the Amendment are attached as Exhibits 10.39 and 10.40 to this Annual Report on Form 10-K and are incorporated by reference into this Item 9B.
The legal opinion of Venable LLP relating to the legality of the issuance and sale of the additional shares of Class A common stock pursuant to the Amendment and the Additional Sale Agreements is attached as Exhibit 5.1 to this Annual Report on Form 10-K.
Transactions by the company in its own securities are monitored by internal and external legal counsel for compliance with applicable securities laws.
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