v3.26.1
Stockholder's Equity
 3 Months Ended
Mar. 31, 2026
Stockholders' Equity Note [Abstract]  
Stockholder’s Equity 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 $300.0 million. On February 24, 2026, the Company also entered into a separate open market sale agreements for the ATM Program (the "Additional Sale Agreements") with each of (i) J.P. Morgan Securities LLC (“J.P. Morgan”) and Scotia Capital (USA) Inc. (“ScotiaBank”), as additional sales agents, (ii) JPMorgan Chase Bank, National Association, and The Bank of Nova Scotia, as additional forward purchasers and (iii) J.P. Morgan and ScotiaBank as additional forward sellers (in each case in its capacity as
agent for its affiliated forward purchaser). The Additional Sale Agreements also provide that, in addition to the issuance and sale of shares of the Company's Class A common stock by the Company through J.P. Morgan and ScotiaBank, the Company may also enter into one or more forward sale agreements under a master forward confirmation and related supplemental confirmations, each between us and JPMorgan Chase Bank, National Association and The Bank of Nova Scotia.
The following table summarizes activity under the ATM Program in connection with forward sales agreements for the three months ended March 31, 2026 ($ in thousands):
Period Entered Into Forward Sales AgreementsShares SoldShares Settled
Net Proceeds Received(1)
Anticipated Gross Proceeds Remaining(2)
Three Months Ending
March 31, 2026		2,768,105151,314$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,
20262025
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 DateRecord DateDate PaidAmount Per Share or Unit
January 29, 2026February 13, 2026February 27, 2026$0.245 
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/RSUsWeighted
Average
Grant Date
Fair Value
Outstanding, as of January 1, 2026
477,452 1,669,217 362,052 2,508,721 $15.07 
Granted81,674 369,055 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, 2026496,329 2,032,859 385,600 2,914,788 $15.72 
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
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.