v3.26.3
Stockholder's Equity
 9 Months Ended
Sep. 30, 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 (“Jefferies”), BMO Capital Markets Corp., Janney Montgomery Scott LLC, Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Truist Securities, Inc. (“Truist”), as agents (the "Prior 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 Prior 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 Prior 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 Prior ATM Program to increase the aggregate amount under the Prior ATM Program to $300.0 million. On February 24, 2026, the Company also entered into separate open market sale agreements for the Prior ATM Program 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), which provided 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.
On August 5, 2026, the Company entered into separate sales agreements (collectively, the “2026 Sales Agreements"), establishing a new at‑the‑market offering program (collectively, with the Prior ATM Program, the “ATM Program”) with each of J.P. Morgan, Colliers Securities LLC (“Colliers”), Jefferies, M&T, Mizuho, ScotiaBank, Stifel and Truist, as sales agents, each of JPMorgan Chase Bank, National Association, Jefferies, Mizuho Markets Americas LLC, Stifel, The Bank of Nova Scotia and Truist Bank, as forward purchasers, and each of J.P. Morgan, Jefferies, Mizuho, ScotiaBank, Stifel and Truist, as forward sellers (in each case in its capacity as agent for the relevant forward purchaser), relating to the offer and sale of shares of the Company's Class A common stock having an aggregate offering price of up to $300.0 million from time to time through the sales agents, through the forward sellers acting as sales agents for the relevant forward purchasers, or directly to one or more of the sales agents acting as principal. The 2026 Sales Agreements also provide that, in addition to the issuance and sale of shares by the Company to or through the sales agents, the Company may enter into one or more forward sale agreements under separate master forward confirmations and related supplemental confirmations with each forward purchaser, which may take the form of either a contingent forward sale agreement (under which the Company's obligation to sell, and the applicable forward purchaser's obligation to purchase, the underlying shares is contingent upon such forward purchaser's exercise (or deemed exercise) of such contingency prior to specified contingency expiration dates, and in connection with which the Company may receive a contingency premium) or a non‑contingent forward sale agreement. The Company will pay each sales agent a commission that will not exceed 2.0% of the gross sales price of shares sold through such sales agent, and, in connection with each forward sale agreement, will pay a commission through a reduction to the initial forward price of up to 2.0% of the applicable initial forward sale price or gross sales price of the borrowed shares, as applicable. Concurrently with the execution of the 2026 Sales Agreements, the existing sale agreements relating to the Prior ATM Program were terminated.
The following table summarizes activity under the ATM Program in connection with forward sales agreements for the three and nine months ended September 30, 2026 ($ in thousands):
Period Entered Into Forward Sales AgreementsShares Sold
Shares Settled(1)
Net Proceeds Received(2)
Anticipated Gross Proceeds Remaining(3)
Three Months Ended
September 30, 2026		3,351,308
1,812,442
$38,234$77,709
Nine Months Ended
September 30, 2026		7,305,1773,953,869$75,807$77,709
Explanatory Notes:
(1) Reflects shares settled from forward sales agreements entered into by the Company in the first and second quarters of 2026.
(2) Net proceeds received are after deducting issuance fees and costs and making certain other adjustments as provided in the forward sales agreements.
(3) Based on the net forward sales price per share of forward shares under the ATM Program as of September 30, 2026. 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.
During the three and nine months ended September 30, 2026, 1,477,202 and 2,490,500 shares, respectively, were issued under the ATM program. During the three and nine months ended September 30, 2025, 1,677,683 and 2,347,137 shares, respectively, were issued under the ATM program. As of September 30, 2026, the Company had approximately $198.4 million remaining that may be 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
September 30,		Nine Months Ended September 30,
2026202520262025
Shares issued
1,477 1,678 2,491 2,347 
Gross proceeds received
$34,366 $25,988 $54,834 $35,776 
Issuance fees and costs(340)(520)(661)(716)
Net proceeds received $34,026 $25,468 $54,173 $35,060 
Weighted average gross sales price per share$23.26 $15.49 $22.02 $15.24 
During the three and nine months ended September 30, 2026, the Company incurred $0.6 million and $1.0 million, respectively, of other costs in connection with its ATM Program which is excluded from the tables above. During the three and nine months ended September 30, 2025, the Company incurred $0.1 million and $0.3 million, respectively, of other costs in connection with its ATM Program which is excluded from the tables above.
Dividends and Distributions

During the three and nine months ended September 30, 2026, the Company's Board of Directors approved and the Company declared and paid dividends or distributions, as applicable, of $9.3 million and $26.7 million, respectively, to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $0.245 and $0.735, 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 
May 5, 2026May 15, 2026May 29, 2026$0.245 
August 3, 2026August 14, 2026August 28, 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 nine months ended September 30, 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, 34,112 LTIP Units in June 2026 to the Board of Directors for their annual retainers as compensation for their services and for long term incentive compensation and 92,891 LTIP Units to certain other employees for their 2025 incentive bonus and for long term incentive compensation and 4,194 LTIP Units to a consultant under the consultancy agreement with the
Company. In addition, during the nine months ended September 30, 2026, the Company issued 353,342 OP Units, to contributors in connection with property and portfolio acquisitions (for further details, see Note 3. Real Estate Transactions).

As of September 30, 2026 and December 31, 2025, non-controlling interests consisted of 5,690,522 OP Units and 2,069,726 LTIP Units and 5,384,016 OP Units and 1,669,217 LTIP Units, respectively. This represented approximately 18.7% and 20.7% of the outstanding Operating Partnership units as of September 30, 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 nine months ended September 30, 2026, (i) 6,852 LTIP Units were redeemed for 6,852 OP Units (the "Converted LTIP Units") and (ii) 53,688 OP Units (inclusive of the Converted LTIP Units) were redeemed for 53,688 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 September 30, 2026, the remaining shares available under the Plan for future issuance was 1,088,411. 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 September 30, 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 
Granted81,674 407,361 82,365 571,400 $18.95 
Earned at completion of three-year performance period(5)
— — 12,052 12,052 $19.35 
Conversion to common stock — (6,852)— (6,852)$14.66 
Vesting of restricted shares and RSUs(6)
(62,797)— (70,869)(133,666)$15.75 
Outstanding, as of September 30, 2026496,329 2,069,726 385,600 2,951,655 $15.81 
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 34,112 LTIP Units granted to the Company's independent directors that vest over three years or cliff vest at the end of three years, 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 three years or eight years and 4,194 LTIP Units granted to a consultant under the consultancy agreement with the Company, which shares will vest on June 30, 2027.
(4)Includes 71,041 RSUs granted to certain officers and employees of the Company during the nine months ended September 30, 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 and nine months ended September 30, 2026, the Company recognized compensation expense of $1.7 million and $5.6 million, respectively, and during the three and nine months ended September 30, 2025, the Company recognized compensation expense of $0.7 million and $4.2 million, respectively, in “General and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Income related to all awards. During the three and nine months ended September 30, 2026, the Company recognized compensation expense of $0.1 million and $0.6 million, respectively, and during the three and nine months ended September 30, 2025, the Company recognized compensation expense of $0.1 million and $0.6 million, respectively, in "Property operating expenses" in the Consolidated Statements of Operations and Comprehensive Income related to all awards.
As of September 30, 2026, there was $21.9 million of total unrecognized compensation cost related to unvested awards, which is expected to be recognized over a weighted average period of 4.6 years.
Employee Stock Purchase Plan
The Company's ESPP allows its employees to purchase shares of the Class A common stock at a discount. At plan adoption, a total of 100,000 shares of Class A common stock was initially reserved for sale and authorized for issuance under the ESPP. After giving effect to an amendment approved by the Company's Board of Directors and stockholders, the number of shares of the Company's Class A common stock that is reserved for sale and authorized for issuance under the ESPP is 200,000
shares. 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 September 30, 2026 and December 31, 2025, 87,243 shares and 73,990 shares have been issued under the ESPP since commencement, respectively. During the three and nine months ended September 30, 2026, the Company recognized compensation expense of $0.02 million and $0.1 million, respectively, and during the three and nine months ended September 30, 2025, the Company recognized compensation expense of $0.01 million and $0.05 million, respectively, related to the ESPP.