What changed in Postal Realty Trust, Inc.'s 2023 10-K compared to 2022?

Across the narrative sections we track, Postal Realty Trust, Inc. (PSTL) added 295 paragraphs, removed 238, and edited 220 between the 2022 and 2023 10-K filings. The biggest movers are Item 1A. Risk Factors (+173/−120), Item 7. Management's Discussion & Analysis (+82/−83), Item 1. Business (+25/−22).

Did Postal Realty Trust, Inc. add new Risk Factors in the 2023 10-K?

Yes — Item 1A Risk Factors shows 173 new/edited paragraphs and 120 removed paragraphs versus the 2022 10-K.

What changed in Postal Realty Trust, Inc.'s MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 82 new/edited paragraphs and 83 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did Postal Realty Trust, Inc.'s Legal Proceedings (Item 3) change in 2023?

Item 3 shows 1 added/edited paragraphs and 1 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this PSTL 10-K diff come from?

The source filings are Postal Realty Trust, Inc.'s official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Postal Realty Trust, Inc.'s 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of Postal Realty Trust, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+295 added−238 removedSource: 10-K (2024-02-29) vs 10-K (2023-03-07)

Item 1. Business

Business — how the company describes what it does

21 edited+4 added−1 removed22 unchanged

2022 filing

2023 filing

Biggest changeWe continue to execute our strategy to acquire and consolidate postal properties that we believe will generate strong earnings for our shareholders. 2022 Highlights • We collected 100% of our contractual rents and our owned portfolio was 99.7% occupied as of December 31, 2022. • We acquired 320 properties leased primarily to the USPS totaling approximately 869,000 net leasable interior square feet, for approximately $123 million, excluding closing costs, during 2022. • We amended our existing Credit Facilities (as defined below) in May 2022 to, among other things, add the 2022 Term Loan (as defined below), replace the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate ("SOFR") as the benchmark interest rate and allow for a decrease in the applicable margin by 0.02% if we achieve certain sustainability targets.

Biggest changeWe may also sell assets from time to time to recycle capital. 2023 Highlights • We collected 100% of our contractual rents and our owned portfolio was 99.7% occupied as of December 31, 2023. • We acquired 223 properties leased primarily to the USPS totaling approximately 532,000 net leasable interior square feet, for approximately $78 million, excluding closing costs, during 2023. • We amended our existing Credit Facilities (as defined below) in July 2023 to, among other things, add a daily simple Secured Overnight Financing Rate ("SOFR") based option to the term SOFR-based floating interest rate option as a benchmark rate for borrowings under the Credit Facilities and further exercised $35.0 million of accordion under the term loans.

ITEM 1. BUSINESS General We are an internally managed REIT with a focus on acquiring and managing properties leased primarily to the USPS, ranging from last-mile post offices to larger industrial facilities. We believe that we are the largest owner and manager, measured by net leasable square footage, of properties that are leased to the USPS.

ITEM 1. BUSINESS General We are an internally managed REIT with a focus on acquiring and managing properties leased primarily to the USPS, ranging from last-mile post offices to industrial facilities. We believe that we are the largest owner and manager, measured by net leasable square footage, of properties that are leased to the USPS.

All corporate employees, 2 Table of Contents including members of our management team, receive periodic training about our business, the Company’s structure and the important laws and policies that affect the Company. In addition, many of our employees hold professional licenses and we encourage them to, and reimburse them, for qualified ongoing continuing professional education.

All corporate employees, including 2 Table of Contents members of our management team, receive periodic training about our business, the Company’s structure and the important laws and policies that affect the Company. In addition, many of our employees hold professional licenses and we encourage them to attend, and reimburse them for, qualified ongoing continuing professional education.

The majority of our leases are modified double-net leases, whereby the USPS is responsible for utilities, routine maintenance and reimbursement of property taxes and the landlord is responsible for insurance, roof and structure. We believe this structure helps insulate us from increases in certain operating expenses and provides a more predictable cash flow.

The majority of our leases are modified double-net leases, whereby the USPS is responsible for utilities, certain maintenance obligations and reimbursement of property taxes and the landlord is responsible for insurance, roof and structure. We believe this structure helps insulate us from increases in certain operating expenses and provides a more predictable cash flow.

As of December 31, 2022, we manage, through our taxable REIT subsidiary ("TRS"), an additional 397 properties owned by our chief executive officer, Andrew Spodek, and his affiliates. We have a right of first offer to purchase 250 of our 397 managed properties.

As of December 31, 2023, we manage, through our taxable REIT subsidiary ("TRS"), an additional 397 properties owned by our chief executive officer, Andrew Spodek, and his affiliates. We have a right of first offer to purchase 250 of our 397 managed properties.

We offer a comprehensive benefits program as well as a 401(k) program, flexible spending accounts, income protection through our sick pay and long-term disability policies, paid vacation, paid maternity and paternity leave and holiday and personal days to balance work and personal life.

We offer a comprehensive benefits program as well as a 401(k) program, flexible spending accounts, income protection through our sick pay and long-term disability policies, paid vacation, paid parental leave and holiday and personal days to balance work and personal life.

The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations as appropriate in this respect. Human Capital Resource Management As of December 31, 2022, we employed 42 full-time employees. Our employees are primarily located at our corporate office in Cedarhurst, New York.

The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations as appropriate in this respect. Human Capital Resource Management As of December 31, 2023, we employed 46 full-time employees. Our employees are primarily located at our corporate office in Cedarhurst, New York.

We maintain an insurance policy for environmental liabilities at all of our properties. However, any potential or existing environmental contamination liabilities may be in excess of the coverage limits of, or not covered by, such insurance policy. We may also not be aware of all potential or existing environmental contamination liabilities at the properties in our portfolio.

The properties are located in 49 states and one territory, totaling approximately 5.3 million net leasable interior square feet in the aggregate and were 99.7% occupied as of December 31, 2022 with a weighted average remaining lease term of approximately three years.

The properties are located in 49 states and one territory, totaling approximately 5.9 million net leasable interior square feet in the aggregate and were 99.7% occupied as of December 31, 2023 with a weighted average remaining lease term of approximately three years.

We are the sole general partner of our Operating Partnership through which our properties are directly or indirectly owned. As of December 31, 2022, we owned approximately 80.8% of the outstanding common units of limited partnership interest in our Operating Partnership (the “OP Units”), including long term incentive units of our Operating Partnership (the “LTIP Units”).

We are the sole general partner of our Operating Partnership through which our properties are directly or indirectly owned. As of December 31, 2023, we owned approximately 80.7% of the outstanding common units of limited partnership interest in our Operating Partnership (the “OP Units”), including long term incentive units of our Operating Partnership (the “LTIP Units”).

As of December 31, 2022, 31% of our employees, 20% of our named executive officers and key employees (defined as all employees with a title of vice president and higher) and 20% of the members of our Board of Directors were female and 21% of our employees identified as a member of an ethnic and/or racial minority group.

As of December 31, 2023, 26% of our employees, 19% of our named executive officers and key employees (defined as all employees with a title of vice president and higher) and 20% of the members of our Board of Directors were female and 35% of our employees identified as a member of an ethnic and/or racial minority group.

In addition, some of our buildings contain, or at one time contained, lead-based paint, asbestos containing materials or underground storage tanks used to store petroleum products or other potentially hazardous or toxic substances or may contain or develop harmful mold or suffer from other indoor air quality issues, which could lead to liability for adverse health effects or property damage or costs for remediation.

In addition, some of our buildings contain, or at one time contained, lead-based paint, asbestos containing materials, underground storage tanks used to store petroleum products or other potentially hazardous or toxic substances, which could lead to liability for adverse health effects or property damage or costs for remediation.

Our Board of Directors oversees our business and affairs. Real Estate Investments As of December 31, 2022, we had net investments of approximately $459.9 million in 1,286 real estate properties (including two properties accounted for as financing leases).

Our Board of Directors oversees our business and affairs. Real Estate Investments As of December 31, 2023, we had net investments of approximately $528.8 million in 1,509 real estate properties (including two properties accounted for as financing leases).

Our dividend per share has increased for the past fourteen consecutive quarters. Although we expect to continue our policy of paying regular dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our recent pattern of increasing dividends per share or what our actual dividend yield will be in any future period.

Our dividend per share has increased every year since our IPO. Although we expect to continue our policy of paying regular dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our recent pattern of increasing dividends per share or what our actual dividend yield will be in any future period.

As a result, the presence of lead, asbestos, mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation.

As a result, the presence of lead, asbestos, underground storage tanks, mold or other airborne contaminants or other potentially hazardous or toxic substances at any of our properties could require us to undertake a costly remediation program to contain or remove such contaminants from the affected property.

Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to lead, asbestos, or airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions.

Indoor exposure to lead, asbestos or airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions.

We also entered into five interest rate swaps with a total notional amount of $165.0 million to manage our interest rate risks under the Credit Facilities. • We issued 751,382 shares of Class A common stock under our at-the-market equity offering programs during 2022, raising approximately $11.9 million in gross proceeds. 1 Table of Contents Dividends • We have increased our quarterly dividend from $0.2275 for the fourth quarter 2021 dividend to $0.2375 for the fourth quarter 2022 dividend.

We also entered into two interest rate swaps in 2023 with a total notional amount of $35.0 million to manage our interest rate risks under the Credit Facilities. • We issued 1,861,407 shares of Class A common stock under our at-the-market equity offering program (the "ATM Program") during 2023, raising approximately $27.8 million in gross proceeds.

We believe the overall opportunity for consolidation that exists within the postal logistics network is very attractive.

We believe the overall opportunity for consolidation that exists within the postal logistics network is very attractive. We continue to execute our strategy to acquire and consolidate postal properties that we believe will generate strong earnings for our shareholders.

These laws often impose liability without regard to fault including whether the owner or operator knew of, or were responsible for, the presence or release of such materials. Some of our properties may be impacted by contamination arising from current or prior uses of the property or adjacent properties for commercial, industrial or other purposes.

Some of our properties have been, or may in the future be, impacted by contamination arising from current or prior uses of the property or adjacent properties for commercial, industrial or other purposes.

In addition, the presence of lead, asbestos, mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs. We are not presently aware of any material adverse indoor air quality issues at our properties.

In addition, the presence of potentially hazardous or toxic substances could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs.

As a result, we could potentially incur material liability for these issues.

We may also not be aware of all potential or existing environmental contamination liabilities at the properties in our portfolio or the properties that we acquire in the future. As a result, we could potentially incur material liability for these issues.

Removed

In December 2022, we further exercised $40.0 million of term loan accordion under the Credit Facilities.

Added

In August 2023, we also amended the ATM Program to increase the aggregate offering amount under the program from up to $50.0 million to up to $150.0 million. 1 Table of Contents Dividends • We have increased our quarterly dividend from $0.2375 for the fourth quarter 2022 dividend to $0.24 for the fourth quarter 2023 dividend.

Added

These laws often impose liability without regard to fault including whether the owner or operator knew of, or were responsible for, the presence or release of such materials and, therefore, it is possible that we could incur these costs even after we sell some of the properties.

Added

In addition to the costs of cleanup, environmental contamination can affect the value of a property and, therefore, an owner’s ability to borrow using the property as collateral or to sell the property.

Added

Some of our properties have also at one time developed and may in future develop harmful mold or other indoor air quality issues. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources and other biological contaminants such as pollen, viruses and bacteria.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

116 edited+57 added−4 removed303 unchanged

2022 filing

2023 filing

Biggest changeIn addition, the Internal Revenue Code of 1986, as amended (the "Code"), imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies.

Biggest changeFurthermore, if we dispose any property in transactions that are intended to qualify for federal income tax deferral as a “like-kind exchange” under Section 1031 of the Code, it is possible that such transaction could later be determined to have been taxable or that we may be unable to identify and complete the acquisition of a suitable replacement property to complete a 1031 exchange and therefore face adverse tax consequences. 11 Table of Contents In addition, the Internal Revenue Code of 1986, as amended (the "Code"), imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies.

The USPS has a substantial amount of indebtedness and is subject to rising expenses. The USPS has significant outstanding debt obligations to the Federal Financing Bank (the “FFB”). Under the note purchase agreement between the USPS and the FFB (the "NPA"), USPS can issue short-term or long-term notes to the FFB and receive funds within two business days.

The USPS has a substantial amount of indebtedness and is subject to rising expenses. The USPS has significant outstanding debt obligations to the Federal Financing Bank (the “FFB”). Under the note purchase agreement between the USPS and the FFB (the "NPA"), the USPS can issue short-term or long-term notes to the FFB and receive funds within two business days.

We have acquired and may continue to acquire properties that are (i) leased to both the USPS and non-postal tenants, (ii) leased solely to non-postal tenants or (iii) in markets that are new to us, and we may not be able to adapt to these new business models.

Certain provisions of the Maryland General Corporation Law ("MGCL") may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our Class A common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including: • “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes certain fair price and/or supermajority stockholder voting requirements on these combinations; and 19 Table of Contents • “control share” provisions that provide that holders of “control shares” of our company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights with respect to their control shares, except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

Certain provisions of the Maryland General Corporation Law ("MGCL") may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our Class A common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including: • “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes certain fair price and/or supermajority stockholder voting requirements on these combinations; and • “control share” provisions that provide that holders of “control shares” of our company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting 22 Table of Contents rights with respect to their control shares, except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

In particular, our ability to dispose of one or more postal properties within a specific time period is subject to certain limitations imposed by our tax protection agreements, as well as weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located.

In particular, our ability to dispose of one or more properties within a specific time period is subject to certain limitations imposed by our tax protection agreements, as well as weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located.

Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements and any related expenses exceed insured levels, could adversely impact our earnings and cash flows, thereby having an adverse effect on our financial condition, results of operations, cash flow, cash available for distribution and our ability to service our debt obligations.

Resolution of these types of matters against us may result in our having to pay significant fines, judgments, legal expenses or settlements, which, if uninsured, or if the fines, judgments, and settlements and any related expenses exceed insured levels, could adversely impact our earnings and cash flows, thereby having an adverse effect on our financial condition, results of operations, cash flow, cash available for distribution and our ability to service our debt obligations.

Although we do not believe that bankruptcy protection under the United States bankruptcy code is available to the USPS, the law is unclear. If the USPS were to file for bankruptcy, we would become a creditor, but we may not be able to collect all or any of the pre-bankruptcy amounts owed to owe us by the USPS.

We also face significant competition for acquisition opportunities for properties leased to the USPS from other market participants, including private investment funds, individual investors and others, and, as a result, we may be unable to acquire a desired property at competitive price, or at all.

We also face regular and significant competition for acquisition opportunities for properties leased to the USPS from other market participants, including private investment funds, individual investors and others, and, as a result, we may be unable to acquire a desired property at competitive price, or at all.

Our ability to promptly sell one or more postal properties in our portfolio in response to changing economic, financial and investment conditions and conditions of the USPS may be limited. Certain types of real estate and in particular, postal offices, may have limited alternative uses and thus are relatively illiquid.

Our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions and conditions of the USPS may be limited. Certain types of real estate and in particular, postal properties, may have limited alternative uses and thus are relatively illiquid.

These provisions include, among others: • redemption rights; • a requirement that we may not be removed as the general partner of our Operating Partnership without our consent; • transfer restrictions on OP Units; 20 Table of Contents • our ability, as general partner, in some cases, to amend the partnership agreement and to cause the Operating Partnership to issue units with terms that could delay, defer or prevent a merger or other change of control of us or our Operating Partnership without the consent of the limited partners; and • the right of the limited partners to consent to direct or indirect transfers of the general partnership interest, including as a result of a merger or a sale of all or substantially all of our assets, in the event that such transfer requires approval by our common stockholders.

These provisions include, among others: • redemption rights; • a requirement that we may not be removed as the general partner of our Operating Partnership without our consent; • transfer restrictions on OP Units; • our ability, as general partner, in some cases, to amend the partnership agreement and to cause the Operating Partnership to issue units with terms that could delay, defer or prevent a merger or other change of control of us or our Operating Partnership without the consent of the limited partners; and 23 Table of Contents • the right of the limited partners to consent to direct or indirect transfers of the general partnership interest, including as a result of a merger or a sale of all or substantially all of our assets, in the event that such transfer requires approval by our common stockholders.

Accordingly, we cannot be certain that we will be successful in qualifying as a REIT. 22 Table of Contents If we fail to maintain our qualification as a REIT in any taxable year, we will face serious tax consequences that will substantially reduce the funds available for distributions to our stockholders because: • we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates; • we could be subject to increased state and local taxes; and • unless we are entitled to relief under certain federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.

Accordingly, we cannot be certain that we will be successful in qualifying as a REIT. 25 Table of Contents If we fail to maintain our qualification as a REIT in any taxable year, we will face serious tax consequences that will substantially reduce the funds available for distributions to our stockholders because: • we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates; • we could be subject to increased state and local taxes; and • unless we are entitled to relief under certain federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.

In addition, any change in the U.S. federal government’s treatment of the USPS as an independent agency, including, but not limited to, the privatization of all or a portion of the USPS business operations, may have a material adverse effect on our business.

In addition, any change in the U.S. federal government’s treatment of the USPS as an independent agency, including, but not limited to, the privatization or outsourcing of all or a portion of the USPS business operations, may have a material adverse effect on our business.

Inflation, changes in building codes and ordinances, environmental considerations and other factors, including terrorism or acts of war, may make any insurance proceeds we receive insufficient to repair or replace a property if it is damaged or destroyed.

Inflation, changes in building codes and ordinances, environmental considerations and other factors, including terrorism or acts of war, may also make any insurance proceeds we receive insufficient to repair or replace a property if it is damaged or destroyed.

In addition to the information set forth herein, in this Annual Report on Form 10-K, one should carefully review and consider the information contained in our other reports and periodic filings that we make with the SEC.

In addition to the information set forth in this Annual Report on Form 10-K, one should carefully review and consider the information contained in our other reports and periodic filings that we make with the SEC.

We may not be aware of all potential or existing environmental contamination liabilities at the properties in our portfolio. As a result, we could potentially incur material liability for these issues.

We may not be aware of all potential or existing environmental contamination liabilities at the properties in our portfolio or at the properties we acquire. As a result, we could potentially incur material liability for these issues.

If we cease to qualify as a REIT, we would become subject to federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders. 24 Table of Contents Our transactions with our TRS will cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms.

If we cease to qualify as a REIT, we would become subject to federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders. 27 Table of Contents Our transactions with our TRS will cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms.

Additionally, on March 23, 2021, the USPS released a ten-year plan entitled Delivering for America: Our Vision and Ten-Year Plan to Achieve Financial Sustainability and Service Excellence (the “Ten-Year Plan”), which includes evaluating the facility consolidations that were deferred in 2015 and potentially consolidating the facilities that remain underutilized.

Additionally, on March 23, 2021, the USPS released the Delivering for America: Our Vision and Ten-Year Plan to Achieve Financial Sustainability and Service Excellence (the “Ten-Year Plan”), which includes evaluating the facility consolidations that were deferred in 2015 and potentially consolidating the facilities that remain underutilized.

The Ten-Year Plan includes realignment, procurement of new facilities, expansion of existing facilities and consolidation of underused facilities as well as modernization of retail lobbies to enable expanded digital, small, medium-sized business and government services, which could affect our operations if our postal properties are consolidated.

The Ten-Year Plan includes realignment, procurement of new facilities, expansion of existing facilities and consolidation of underused facilities and delivery routes as well as modernization of retail lobbies to enable expanded digital, small, medium-sized business and government services, which could affect our operations if our postal properties are consolidated.

There can be no assurance that our efforts to maintain the security and integrity of the information we and our service providers collect and our and their computer systems will be effective or that attempted security breaches or disruptions would not be successful or damaging with the potential for disruption in our operations, material harm to our financial condition, cash flows and the market price of our common shares, increased cybersecurity protection and insurance costs, regulatory enforcement, litigation and damage to our stakeholder relationships.

There can be no assurance that our efforts to maintain the security and 32 Table of Contents integrity of the information we and our service providers collect and our and their computer systems will be effective or that attempted security breaches or disruptions would not be successful or damaging with the potential for disruption in our operations, material harm to our financial condition, cash flows and the market price of our common shares, increased cybersecurity protection and insurance costs, regulatory enforcement, litigation and damage to our stakeholder relationships.

The USPS has recently begun to undertake a number of operational reforms and cost reduction measures under the Ten-Year Plan, such as higher rates, slower deliveries for certain services, formation of large sorting and delivery centers and closure, relocation or consolidation of certain facilities and delivery units.

We and our stockholders could be adversely affected by any new federal income tax law, regulation or administrative interpretation. 26 Table of Contents General Risk Factors An increase in market interest rates may have an adverse effect on the market price of our securities.

We and our stockholders could be adversely affected by any new federal income tax law, regulation or administrative interpretation. 29 Table of Contents General Risk Factors An increase in market interest rates may have an adverse effect on the market price of our securities.

In addition, while hedging agreements would be intended to lessen the impact of rising interest rates on us, they could also expose us to the risk that the other parties to the agreements would not perform, we could incur significant costs associated with the settlement of the agreements or that the underlying transactions could fail to qualify as highly-effective cash flow hedges under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"), Topic 815, Derivatives and Hedging.

In addition, while hedging agreements would be intended to lessen the impact of rising interest rates on us, they could also expose us to the risk 13 Table of Contents that the other parties to the agreements would not perform, we could incur significant costs associated with the settlement of the agreements or that the underlying transactions could fail to qualify as highly-effective cash flow hedges under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"), Topic 815, Derivatives and Hedging.

These assessments may be influenced by factors beyond our control, such as early vacating or relocation by a tenant or damage to properties due to earthquakes, tornadoes, hurricanes and other natural disasters, fire, civil unrest, terrorist acts or acts of war.

These assessments may be influenced by factors beyond our control, such as early vacating or relocation by a tenant or damage to properties due to flooding, earthquakes, tornadoes, hurricanes and other natural disasters, accidents, fire, civil unrest, terrorist acts or acts of war.

These actions could have the effect of reducing our income and amounts available for distribution to our stockholders. 23 Table of Contents The prohibited transactions tax may limit our ability to dispose of our properties. A REIT’s net income from prohibited transactions is subject to a 100% tax.

These actions could have the effect of reducing our income and amounts available for distribution to our stockholders. 26 Table of Contents The prohibited transactions tax may limit our ability to dispose of our properties. A REIT’s net income from prohibited transactions is subject to a 100% tax.

As a partnership, our Operating Partnership generally will not be subject to federal income tax on its income. Instead, 25 Table of Contents each of its partners, including us, will be allocated, and may be required to pay tax with respect to, its share of our Operating Partnership’s income.

As a partnership, our Operating Partnership generally will not be subject to federal income tax on its income. Instead, 28 Table of Contents each of its partners, including us, will be allocated, and may be required to pay tax with respect to, its share of our Operating Partnership’s income.

Climate change also may have indirect adverse effects on our business by increasing the cost of (or making unavailable) 15 Table of Contents property insurance on terms we find acceptable, increasing the cost of energy, maintenance, repair of water and/or wind damage, cost of snow removal or related costs at our properties or causing the USPS to relocate its postal offices to other locations.

Climate change also may have indirect adverse effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy, maintenance, repair of water and/or wind damage, cost of snow removal or related costs at our properties or causing the USPS to relocate its postal offices to other locations.

Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our 13 Table of Contents business.

Certain litigation or the resolution of certain litigation may adversely affect our relationship with tenants, vendors and other parties involved in the disputes and impact the availability or cost of some of our insurance coverage, which could materially adversely affect our results of operations and cash flows, expose us to increased risks that would be uninsured and/or adversely impact our ability to attract officers and directors.

Certain litigation or the resolution of certain litigation 14 Table of Contents may adversely affect our relationship with tenants, vendors and other parties involved in the disputes and impact the availability or cost of some of our insurance coverage, which could materially adversely affect our results of operations and cash flows, expose us to increased risks that would be uninsured and/or adversely impact our ability to attract officers and directors.

In addition, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures that will adversely impact our financial condition, results of operations and cash flow. 16 Table of Contents We are also subject to compliance with a wide variety of complex legal requirements because we are a federal government contractor.

In addition, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures that will adversely impact our financial condition, results of operations and cash flow. We are also subject to compliance with a wide variety of complex legal requirements because we are a federal government contractor.

On March 8, 2022, Congress passed the Postal Service Reform Act, which significantly alleviated the obligations of the USPS by repealing the requirement for USPS to pre-fund the PSRHBF, forgiving the USPS' $57 billion outstanding liability under the PSRHBF and requiring future postal retirees to enroll 6 Table of Contents in Medicare, although significant underfunded liability remains under the PSRHBF in the long term.

On March 8, 2022, Congress passed the Postal Service Reform Act, which significantly alleviated the obligations of the USPS by repealing the requirement for USPS to pre-fund the PSRHBF, forgiving the USPS' $57 billion outstanding liability under the PSRHBF and requiring future postal retirees to enroll in Medicare, although significant underfunded liability remains under the PSRHBF in the long term.

Deficiencies in our internal controls over financial reporting that may occur in the future could result in misstatements of our results of operations, restatements of our financial statements or otherwise adversely impact our financial condition, results of operations, cash flows, or the market price of our Class A common stock and our ability to satisfy our debt service obligations and to pay dividends and distributions to the holders of our Class A common stock.

Deficiencies in our internal controls over financial reporting that may occur in the future could result in misstatements of our results of operations, restatements of our financial statements or otherwise adversely impact our financial condition, results of operations, cash flows, or the market price of our Class A 30 Table of Contents common stock and our ability to satisfy our debt service obligations and to pay dividends and distributions to the holders of our Class A common stock.

In addition, while we expect to continue to make regular quarterly distributions to the holders of our Class A common stock, if sufficient cash is not available for distribution from our operations, we may have to fund distributions from working capital or net proceeds from asset sales, borrow to provide funds for such distributions, or reduce the amount of such distributions.

In addition, while we expect to continue to make regular quarterly distributions to the holders of our Class A common stock, if sufficient cash is not available for distribution from our operations, we may have to fund distributions from working 31 Table of Contents capital or net proceeds from asset sales, borrow to provide funds for such distributions, or reduce the amount of such distributions.

Spodek and his affiliates own, directly or indirectly, a substantial beneficial interest in our company. • Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership. • Our charter contains certain provisions restricting the ownership and transfer of our stock. • We could increase the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval. • Certain provisions of the Maryland General Corporation Law could inhibit changes of control. 4 Table of Contents • Certain provisions of our Operating Partnership may delay or prevent unsolicited acquisitions of us. • Tax protection agreements may limit our ability to sell or otherwise dispose of certain properties and may require our Operating Partnership to maintain certain debt levels that otherwise would not be required. • Our Board of Directors may change our strategies, policies and procedures without stockholder approval, and we may become more highly leveraged, which may increase our risk of default under our debt obligations. • Our rights and the rights of our stockholders to take action against our directors and officers are limited. • We are a holding company with no direct operations, and the interests of our stockholders are structurally subordinated to all liabilities and obligations of our Operating Partnership and its subsidiaries. • Our Operating Partnership may issue additional OP Units to third parties without the consent of our stockholders.

Spodek and his affiliates own, directly or indirectly, a substantial beneficial interest in our company. • Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership. • Our charter contains certain provisions restricting the ownership and transfer of our stock. 4 Table of Contents • We could increase our equity issuance without stockholder approval. • Certain provisions of the Maryland General Corporation Law could inhibit changes of control. • Certain provisions of our Operating Partnership may delay or prevent unsolicited acquisitions of us. • Tax protection agreements may limit our ability to sell or otherwise dispose of certain properties and may require our Operating Partnership to maintain certain debt levels that otherwise would not be required. • Our Board of Directors may change our strategies, policies and procedures without stockholder approval, and we may become more highly leveraged, which may increase our risk of default under our debt obligations. • Our rights and the rights of our stockholders to take action against our directors and officers are limited. • We are a holding company with no direct operations, and the interests of our stockholders are structurally subordinated to all liabilities and obligations of our Operating Partnership and its subsidiaries. • Our Operating Partnership may issue additional OP Units to third parties without the consent of our stockholders.

These agreements involve risks, such as the risk that such arrangements would not be effective in reducing our exposure to interest rate changes or that a court could rule that such an agreement is not legally enforceable. In addition, interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates.

If we were to fail to meet these obligations, then the tenant could abate rent or terminate the applicable lease, which could have a material adverse effect on our business, financial condition and results of operations. 9 Table of Contents Property vacancies could result in significant capital expenditures and illiquidity.

If we were to fail to meet these obligations, then the tenant could abate rent or terminate the applicable lease, which could have a material adverse effect on our business, financial condition and results of operations. Property vacancies could result in significant capital expenditures and illiquidity.

We have entered into indemnification agreements with each of our executive officers and directors whereby we will indemnify our directors and executive officers to the fullest extent permitted by Maryland law against all expenses and liabilities incurred in their capacity as an officer and/or director, subject to limited exceptions.

We have entered into indemnification agreements with each of our executive officers and directors whereby we will indemnify our directors and executive officers to the fullest extent permitted by Maryland law 24 Table of Contents against all expenses and liabilities incurred in their capacity as an officer and/or director, subject to limited exceptions.

RISK FACTORS Risk Factor Summary Risks Related to the USPS • Our business is substantially dependent on the demand for leased postal properties. • The USPS’ inability to meet its financial obligations may have a material adverse effect on our business. • The USPS has a substantial amount of indebtedness and is subject to rising expenses. • The USPS is subject to congressional oversight and regulation by the PRC and other agencies. • Intense competition faced by the USPS. • The USPS’ potential insolvency, inability to pay rent or bankruptcy. • Implementation of the Ten-Year Plan proposed by the USPS. • Our properties may have a higher risk of terrorist attacks. • Litigation and catastrophic events involving the USPS may disrupt our business.

RISK FACTORS Risk Factor Summary Risks Related to the USPS • Our business is substantially dependent on the demand for leased postal properties. • The USPS’ inability to meet its financial obligations may have a material adverse effect on our business. • The USPS has a substantial amount of indebtedness and is subject to rising expenses. • The USPS is subject to congressional oversight and regulation by the PRC and other agencies. • Intense competition faced by the USPS. • The USPS’ potential insolvency, inability to pay rent or bankruptcy. • Our properties may have a higher risk of terrorist attacks. • Litigation and catastrophic events involving the USPS may disrupt our business.

If the USPS defaults, we may experience delays in enforcing our rights as landlord 7 Table of Contents and may incur substantial costs in protecting our investment. Because we depend on rental payments from the USPS, the inability of the USPS to make its lease payments could adversely affect us and our ability to make distributions to our stockholders.

If the USPS defaults, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment. Because we depend on rental payments from the USPS, the inability of the USPS to make its lease payments could adversely affect us and our ability to make distributions to our stockholders.

In addition, the presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability for costs of remediation and/or personal or property damage or materially adversely affect our ability to sell, lease or develop our properties or to borrow using the properties as collateral.

In addition, the presence of contamination or the failure to remediate contamination at our properties may expose us to third-party 16 Table of Contents liability for costs of remediation and/or personal or property damage or materially adversely affect our ability to sell, lease or develop our properties or to borrow using the properties as collateral.

Sales of a substantial number of these securities in the public 28 Table of Contents market, including sales upon the redemption of OP Units, or the perception that these sales might occur, may cause the market price of our common shares to decline and you could lose all or a portion of your investment.

Sales of a substantial number of these securities in the public market, including sales upon the redemption of OP Units, or the perception that these sales might occur, may cause the market price of our common shares to decline and you could lose all or a portion of your investment.

There can be no assurance that the USPS will be able to extend the term of the NPA beyond expiration or, if the FFB declines to purchase the notes issued by the USPS, obtain alternative sources of financing on the terms or timing that it expects or at all.

Difficulties in implementing new or upgraded information technology systems or significant system failures or delays or the failure to successfully modify our systems and respond to changes in our business needs could adversely affect our business and results of operations. 17 Table of Contents Use of social media may adversely impact our reputation and business.

Difficulties in implementing new or upgraded information technology systems or significant system failures or delays or the failure to successfully modify our systems and respond to changes in our business needs could adversely affect our business and results of operations. Use of social media may adversely impact our reputation and business.

This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases.

This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties and increasing our tax compliance and other administrative expenses, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases.

Terrorist attacks, to the extent that these properties are uninsured or underinsured, could have a material adverse effect on our business, financial condition and results of operations. Litigation and catastrophic events involving the USPS may disrupt our business.

Terrorist attacks, to the extent that these properties are uninsured or underinsured, could have a material adverse effect on our business, financial condition and results of operations. 8 Table of Contents Litigation and catastrophic events involving the USPS may disrupt our business.

While we currently anticipate that we will renew the leases that have expired or will expire, there can be no guarantee that we will be successful in renewing these leases, obtaining positive rent renewal spreads or renewing the leases on terms comparable to those of the expiring leases.

While we currently anticipate that we will renew the leases that have expired or will expire, there can be no guarantee that we will be successful in renewing these leases, obtaining positive rent renewal spreads or renewing the leases in an expeditious manner on terms comparable to those of the expiring leases.

If we fail to satisfy the expectations of investors, tenants and other stakeholders or our initiatives are not executed as planned, our reputation and financial results could be adversely affected. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 29 Table of Contents

If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to qualify and maintain our qualification as a REIT.

If we cannot obtain capital from third-party sources on cost effective terms, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to qualify and maintain our qualification as a REIT.

In accordance with U.S. generally accepted accounting practices ("GAAP"), we are required to assess any goodwill and indefinite-lived intangible assets assumed in any acquisition transactions, annually, or more frequently whenever events or changes in circumstances indicate potential impairment, such as changing market conditions or any changes in key assumptions.

In accordance with U.S. generally accepted accounting practices ("GAAP"), we are required to assess any goodwill and indefinite-lived intangible assets assumed in any acquisition transactions, annually, or more frequently whenever events or 19 Table of Contents changes in circumstances indicate potential impairment, such as changing market conditions or any changes in key assumptions.

These restrictions could limit our ability to sell properties at a time, or on terms, that would be favorable absent such restrictions. Illiquidity of postal properties could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

These restrictions could limit our ability to sell properties at a time, or on terms, that would be favorable absent such restrictions. Illiquidity of commercial real estate could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

General Risk Factors • An increase in market interest rates may have an adverse effect on the market price of our securities. • Inflation may adversely affect our financial condition and results of operations. • Changes in accounting pronouncements could adversely impact our reported financial performance. • We could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting. • Future offerings of equity securities may adversely affect the market price of our Class A common stock. • The market price of our Class A common stock has been, and may continue to be, volatile and has declined, and may continue to decline. • We face cybersecurity risks and risks associated with security breaches. • Risks associated with third-party expectations relating to environmental, social and governance factors.

General Risk Factors • An increase in market interest rates may have an adverse effect on the market price of our securities. • Inflation may adversely affect our financial condition and results of operations. • Changes in accounting pronouncements could adversely impact our reported financial performance. • We could be adversely impacted if there are deficiencies in our disclosure controls or internal controls. • Future offerings of equity securities may adversely affect the market price of our Class A common stock. • The market price of our Class A common stock may be volatile and may decline. • We face cybersecurity risks and risks associated with security breaches. • Risks associated with third-party expectations relating to environmental, social and governance factors.

In addition, to the extent we are unable to refinance our debt when it becomes due, we will have fewer debt guarantee opportunities available to offer under our tax protection agreements, which could trigger an obligation to indemnify the protected parties under the tax protection agreements.

In 12 Table of Contents addition, to the extent we are unable to refinance our debt when it becomes due, we will have fewer debt guarantee opportunities available to offer under our tax protection agreements, which could trigger an obligation to indemnify the protected parties under the tax protection agreements.

Risks Related to Our Organizational Structure Mr. Spodek and his affiliates own, directly or indirectly, a substantial beneficial interest in our company on a fully diluted basis and have the ability to exercise significant influence on our company and our Operating Partnership, including the approval of significant corporate transactions. Mr.

Spodek and his affiliates own, directly or indirectly, a substantial beneficial interest in our company on a fully diluted basis and have the ability to exercise significant influence on our company and our Operating Partnership, including the approval of significant corporate transactions. Mr.

We face cybersecurity risks and risks associated with security breaches or disruptions, such as through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to emails, social engineering and phishing schemes or persons inside our organization.

We face cybersecurity risks and risks associated with security breaches or disruptions, such as through physical or electronic break-ins, cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to emails, social engineering and phishing schemes or persons inside our organization.

Moreover, technological innovations, such as autonomous delivery devices, may decrease the need for hand delivery or in-person pick up, thereby decreasing the demand for retail post offices.

Moreover, technological innovations, such as autonomous delivery devices, may decrease the need for hand delivery or in-person pick up, thereby decreasing the demand for retail post offices or other postal properties.

The USPS is facing legislative constraints that are hindering its ability to maintain adequate liquidity to sustain its current operations. If the USPS’ revenues decrease due to reduced demand for postal services, then the USPS may reduce its number of post office locations.

Developments or conditions in these regions that may adversely affect our occupancy levels and renewals, our rental revenues, our funds from operations or the value of our properties include the following, among others: • downturns in economic conditions, including as a result of the COVID-19 pandemic; • unforeseen events beyond our control, including, among others, natural disasters, terrorist attacks and travel related health concerns including pandemics and epidemics; • possible reduction of the USPS workforce, relocation of postal offices or consolidation of delivery units by the USPS; and • economic conditions that could cause an increase in our operating expenses, insurance and routine maintenance.

Developments or conditions in these regions that may adversely affect our occupancy levels and renewals, our rental revenues, our funds from operations or the value of our properties include the following, among others: • downturns in economic conditions; • unforeseen events beyond our control, including, among others, natural disasters, terrorist attacks and travel related health concerns including pandemics and epidemics; • possible reduction of the USPS workforce, relocation of postal offices or consolidation of delivery routes by the USPS; and • economic conditions that could cause an increase in our operating expenses, insurance and routine maintenance.

In addition, the presence of significant mold or other airborne contaminants could expose us to liability from the USPS, employees of the USPS or others if property damage or personal injury is alleged to have occurred. We are subject to risks from natural disasters, such as earthquakes and severe weather, and the risks associated with climate change.

Future issuances of these securities also could adversely affect the terms upon which we obtain additional capital through the sale of equity securities. In addition, future sales or issuances of our Class A common stock may be dilutive to existing stockholders. We face cybersecurity risks.

Risks Related to Our Business Operations • We may be unable to acquire and/or manage additional USPS-leased properties at competitive prices or at all. • Concentration of our postal properties in certain regions. • We may be unable to renew leases or sell vacated properties on favorable terms, or at all, as leases expire. • Property vacancies could result in significant capital expenditures and illiquidity. • As of March 7, 2023, the leases at 100 of our properties were expired. • Our use of OP Units as consideration to acquire properties. • Postal properties are illiquid. • An increase in the amount of USPS or U.S. government-owned real estate may adversely affect us. • Our real estate taxes for properties where we are not reimbursed could increase. • Increases in interest rates or unavailability of debt financing. • Mortgage debt obligations expose us to the possibility of foreclosure. • Failure to comply with covenants in our debt instruments could adversely affect our financial condition. • Failure to hedge effectively against interest rate changes may have a material adverse effect on our business. • Our success depends on key personnel whose continued service is not guaranteed. • Risks associated with on-going or future litigation. • Insurance on our properties may not adequately cover all losses and uninsured losses. • Risks associated with joint venture investments. • Competition for skilled personnel could increase our labor costs. • Our growth depends on external sources of capital. • We could incur significant costs and liabilities related to environmental matters. • Our properties may contain or develop harmful mold or suffer from other air quality issues. • We are subject to risks from natural disasters and risks associated with climate change. • Our properties may be subject to impairment charges. • Our title insurance policies may not cover all title defects. • Significant costs for complying with various federal, state and local laws, regulations and covenants. • We may not be able to adapt to potential new business models. • We have acquired properties that are subject to purchase options in favor of the USPS. • We may incur goodwill and other intangible asset impairment charges. • We may have difficulty implementing changes to our information technology systems. • Use of social media may adversely impact our reputation and business.

Risks Related to Our Business and Operations • We may be unable to acquire and/or manage additional USPS-leased properties at competitive prices or at all. • Our acquisitions may not achieve the returns we expect. • Concentration of our postal properties in certain regions. • We may be unable to renew leases or sell vacated properties on favorable terms, or at all, as leases expire. • We may incur significant maintenance, repair and capital expenses under our leases. • Property vacancies could result in significant capital expenditures and illiquidity. • As of February 29, 2024, the leases at 91 of our properties were expired. • Our use of OP Units as consideration to acquire properties. • Commercial real estate investments may be illiquid. • An increase in the amount of USPS or U.S. government-owned real estate may adversely affect us. • Our real estate taxes for properties where we are not reimbursed could increase. • We may be exposed to risks associated with property development and redevelopment. • Increases in interest rates or unavailability of debt financing. • Mortgage debt obligations expose us to the possibility of foreclosure. • Failure to comply with covenants in our debt instruments could adversely affect our financial condition. • Failure to hedge effectively against interest rate changes may have a material adverse effect on our business. • Our success depends on key personnel whose continued service is not guaranteed. • Risks associated with on-going or future litigation. • Insurance on our properties may not adequately cover all losses. • Risks associated with potential joint venture investments. • Competition for skilled personnel could increase our labor costs. • Our growth depends on external sources of capital. • We could incur significant costs and liabilities related to environmental matters. • Our properties may contain or develop harmful mold or suffer from other air quality issues. • We are subject to risks from natural disasters and risks associated with climate change. • Our properties may be subject to impairment charges or reduction in value. • Our title insurance policies may not cover all title defects. • Significant costs for complying with various federal, state and local laws, regulations and covenants. • We may not be able to adapt to potential new business models. • We have acquired properties that are subject to purchase options in favor of the USPS. • We may incur goodwill and other intangible asset impairment charges. • We may have difficulty implementing changes to our information technology systems. • Use of social media may adversely impact our reputation and business. • Our ability to pay dividends in the future.

As a result, we may need to expend significant resources to source acquisition opportunities and complete our due diligence, underwriting and acquisition accounting process on many individual properties, thereby increasing our acquisition costs, lengthening the acquisition timeline and possibly reducing the amount that we are able to pay for a particular property.

As a result, we have expended, and may in the future continue to expend, significant resources to source acquisition opportunities and complete our due diligence, underwriting and acquisition accounting process on many individual properties, thereby increasing our acquisition costs, lengthening the acquisition timeline and possibly reducing the amount that we are able to pay for a particular property.

While we carry insurance to cover a substantial portion of the cost of such events, our insurance includes deductible amounts and certain items may not be covered by insurance.

While we carry insurance to cover a substantial portion of the cost of such events, our insurance includes significant deductible amounts and certain items are not covered by insurance.

The USPS has recently began to undertake, and proposes to further undertake, a number of operational reforms and cost reduction measures under the Ten-Year Plan, such as higher rates, slower deliveries for certain services, formation of large sorting and delivery centers and closure, relocation or consolidation of certain facilities and delivery units.

The USPS has begun to undertake, and proposes to further undertake, a number of operational reforms and cost reduction measures under the Ten-Year Plan and other USPS initiatives, such as higher rates, slower deliveries for certain services, formation of large sorting and delivery centers and closure, relocation or consolidation of certain facilities and delivery routes.

If the property taxes we pay increase, our financial condition, results of operations, cash flows, per share trading price of our Class A common stock and our ability to satisfy our principal and interest obligations and to make distributions to our stockholders could be adversely affected.

"Business—Environmental Matters.” Some of our properties may have been or may be impacted by contamination arising from current or prior uses of the property, or adjacent properties, for commercial or industrial purposes. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials.

Some of our properties have been or may in the future be impacted by contamination arising from current or prior uses of the property, or adjacent properties, for commercial or industrial purposes. Such contamination can arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials.

Another possible 11 Table of Contents cross default could occur between the credit facilities that we enter into and any senior unsecured notes that we issue.

Another possible cross default could occur between the credit facilities that we enter into and any senior unsecured notes that we issue.

Furthermore, a change in the structure, mission or leasing requirements of the USPS, a significant reduction in the USPS’ workforce, relocation of personnel resources, delivery units or postal offices, other internal reorganization or a change in the post offices or delivery units occupying our properties would affect our lease renewal opportunities and have a material adverse effect on our business.

Furthermore, a change in the structure, mission or leasing requirements of the USPS, a significant reduction in the USPS’ workforce, relocation of personnel resources, delivery routes or postal offices, other internal reorganization or a change in the delivery routes serviced by our properties could affect our lease renewal opportunities and have a material adverse effect on our business.

If our operating and other expenses are increasing faster than anticipated due to inflation, our financial condition, results of operations, cash flow, cash available for distributions and our ability to service our debt obligations could be materially adversely affected. Changes in accounting pronouncements could adversely impact our reported financial performance.

As of March 7, 2023, the leases at 100 of our properties were expired and the USPS is occupying such properties as a holdover tenant. If we are not successful in renewing these expired leases, we will likely experience reduced occupancy, rental income and net operating income and potential impairment loss.

As of February 29, 2024, the leases at 91 of our properties were expired and the USPS is occupying such properties as a holdover tenant. If we are not successful in renewing these expired leases, we will likely experience reduced occupancy, rental income and net operating income and potential impairment loss.

Natural disasters and severe weather such as flooding, earthquakes, tornadoes or hurricanes may result in significant damage to our properties. Many of our properties are located in states like Oklahoma, Texas, Missouri, Louisiana and Florida that historically have experienced heightened risk for natural disasters like tornados and hurricanes.

Natural disasters and severe weather such as flooding, wildfires, earthquakes, tornadoes or hurricanes have resulted in the past and may in the future result in damages to our properties. Many of our properties are located in states like Oklahoma, Texas, Missouri, Louisiana and Florida that historically have experienced heightened risk for natural disasters like tornados and hurricanes.

In addition, package delivery service providers, such as FedEx, Amazon, UPS and DHL, begun implementing autonomous delivery devices to assist retail companies with same-day and last-mile deliveries, in addition to publicly stating their intention to expand their last-mile delivery capabilities. The development, implementation and broad adoption of these devices may decrease the demand for postal services.

In addition, package delivery service providers, such as FedEx, Amazon, UPS and DHL, began implementing autonomous delivery devices to assist retail companies with same-day and last-mile deliveries, in addition to significantly expanding their own last-mile delivery capabilities. The development, implementation and broad adoption of these devices may decrease the demand for postal services.

Specifically, the claim process first requires a contractor to file a claim with a USPS-assigned contracting officer. After the contracting officer has issued a final decision, the contractor may appeal such decision before the Postal Service Board of Contract Appeals or the U.S. Court of Federal Claims. We generally intend to vigorously defend ourselves or pursue our claims.

In addition, rising interest rates would result in increased interest expense on our variable rate debt, thereby adversely affecting cash flow and our ability to service our indebtedness and pay dividends. Inflation may adversely affect our financial condition and results of operations.

The level of demand for postal properties may be impacted by a variety of factors outside of our control, including changes in U.S. federal government and USPS policies or funding, changes in population density, the health and sustainability of local, regional and national economies, the existence of epidemics and pandemics, such as the ongoing COVID-19 pandemic, and the demand and use of the USPS.

The level of demand for postal properties may also be impacted by a variety of factors outside of our control, including changes in U.S. federal government and USPS policies or funding, changes in population density, the health and sustainability of local, regional and national economies, the existence of epidemics and pandemics, such as the COVID-19 pandemic, changes in demand for the products and services of the USPS by its customers and the changing demands and uses of the USPS itself for postal properties.

These incidents may result in disruption of our operations, material harm to our financial condition, cash flows and the market price of our common shares, misappropriation of assets, compromise or corruption of confidential information collected in the course of conducting our business, liability for stolen information or assets, increased cybersecurity protection and insurance costs, regulatory enforcement, litigation and damage to our stakeholder relationships.

These incidents may result in disruption of our operations, delays or interruptions to our ability to meet tenant needs, material harm to our financial condition, cash flows and the market price of our common shares, misappropriation of assets, compromise or corruption of confidential information collected in the course of conducting our business, liability for stolen information or assets, increased cybersecurity protection and insurance costs, regulatory enforcement, litigation, inability to access or rely upon critical business records and damage to our stakeholder relationships.

As of March 7, 2023, approximately 20.0% of the outstanding OP Units (including the LTIP Units) of our Operating Partnership were held by third parties. We may, in connection with our acquisition of properties or otherwise, continue to issue additional OP Units to third parties.

As of February 29, 2024, approximately 19.7% of the outstanding OP Units (including the LTIP Units) of our Operating Partnership were held by third parties. We may, in connection with our acquisition of properties or otherwise, continue to issue additional OP Units to third parties.

An increase in the amount of USPS or U.S. government-owned real estate may adversely affect us. 10 Table of Contents If there is a large increase in the amount of real estate owned by the USPS or other U.S. government agencies, the USPS may relocate from our properties to such USPS or U.S. government-owned facilities at the expiration of their respective leases.

If there is a large increase in the amount of real estate constructed and owned by the USPS or other U.S. government agencies, the USPS may relocate from our properties to such USPS or U.S. government-owned facilities at the expiration of their respective leases.

Spodek and his affiliates owned approximately 39.2% of the outstanding OP Units (including LTIP Units) that are not owned by us and approximately 4.1% of the outstanding shares of our Class A common stock and all of the Voting Equivalency stock, which together represent an approximate 11.2% beneficial economic interest in our Company on a fully diluted basis.

Spodek and his affiliates owned approximately 37.5% of the outstanding OP Units (including LTIP Units) that are not owned by us and approximately 3.9% of the outstanding shares of our Class A common stock and all of the Voting Equivalency stock, which together represent an approximate 10.6% beneficial economic interest in our Company on a fully diluted basis.

Any significant decrease in the demand for leased postal properties could have a material adverse effect on our business. The number of retail postal locations nationwide has been decreasing over the prior decade.

Substantially all of our revenue come from properties leased to the USPS. Any significant decrease in the demand for leased postal properties could have a material adverse effect on our business. The number of postal locations nationwide has been decreasing over the prior decade.

A significant portion of our business plan is to acquire additional properties that are leased to the USPS. There are a limited number of such properties, and we will have fewer opportunities to grow our investments than REITs that purchase properties that are leased to a variety of tenants or that are not leased when they are acquired.

There are a limited number of such properties, and we will have fewer opportunities to grow our investments than REITs that purchase properties that are leased to a variety of tenants or that are not leased when they are acquired.

Spodek and his affiliates held approximately 10.3% of the combined voting power of our outstanding shares of common stock as of March 7, 2023. Pursuant to his ownership of Class A common stock and Class B common stock, $0.01 par value per share (the “Voting Equivalency stock”), Mr.

Spodek and his affiliates held approximately 9.4% of the combined voting power of our outstanding shares of common stock as of February 29, 2024. Pursuant to his ownership of Class A common stock and Class B common stock, $0.01 par value per share (the “Voting Equivalency stock”), Mr.

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Item 2. Properties

Properties — owned and leased real estate

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2022 filing

2023 filing

Biggest changeFor leases in holdover, rent is calculated based on market rent determined by the USPS as a part of ongoing lease renewal negotiations and then annualized. (2) Includes approximately 278,000 of interior lease square footage and annualized lease revenue of $3.4 million occupied by month-to-month holdover leases or leases that expired during the year ended December 31, 2022.

Biggest change(2) Includes approximately 588,000 of interior lease square footage occupied by month-to-month holdover leases or leases that expired during the year ended December 31, 2023. Holdover rent is typically paid as the greater of estimated market rent or the rent amount due under the expired lease.

The table below details scheduled lease expirations, as of December 31, 2022, for our properties for the periods indicated.

The table below details scheduled lease expirations, as of December 31, 2023, for our properties for the periods indicated.

Scheduled Lease Expirations As of December 31, 2022, the weighted average remaining years to maturity pursuant to our leases with the USPS was approximately three years, with expirations through 2031, assuming tenants do not exercise any existing renewal, termination 30 Table of Contents or purchase options.

Scheduled Lease Expirations As of December 31, 2023, the weighted average remaining years to maturity pursuant to our leases with the USPS was approximately three years, with expirations through 2031, assuming tenants do not exercise any existing renewal, termination or purchase options.

ITEM 2. PROPERTIES As of December 31, 2022, we owned a portfolio of 1,286 properties located in 49 states and one territory, comprising approximately of 5.3 million net leasable interior square feet. Our properties are leased primarily to the USPS. The following map shows our footprint of owned properties as of December 31, 2022.

ITEM 2. PROPERTIES As of December 31, 2023, we owned a portfolio of 1,509 properties located in 49 states and one territory, comprising approximately of 5.9 million net leasable interior square feet. Our properties are leased primarily to the USPS. The following 34 Table of Contents map shows our footprint of owned properties as of December 31, 2023.

Information regarding our properties as of December 31, 2022 are included in Item 15. “Exhibits and Financial Statement Schedules—Schedule III. Real Estate and Accumulated Depreciation” of this Annual Report on Form 10-K.

As of December 31, 2023, we also managed an additional 397 properties owned by our chief executive officer and his affiliates. Information regarding our properties as of December 31, 2023 are included in Item 15. “Exhibits and Financial Statement Schedules—Schedule III. Real Estate and Accumulated Depreciation” of this Annual Report on Form 10-K.

Removed

Number of Leases Expiring Total Lease Square Footage Annualized Lease Revenue (1) Year Amount % Amount % 2022 (2) 88 297,501 5.6 % $ 3,602,163 7.6 % 2023 88 610,311 11.5 % 4,010,679 8.5 % 2024 98 547,030 10.3 % 5,240,508 11.1 % 2025 196 1,164,639 21.8 % 8,102,408 17.1 % 2026 255 995,492 18.7 % 9,385,862 19.9 % 2027 298 955,871 17.9 % 8,505,476 18.0 % 2028 80 250,637 4.7 % 2,657,741 5.6 % 2029 91 262,973 4.9 % 2,955,526 6.2 % 2030 91 234,670 4.4 % 2,769,196 5.9 % 2031 3 8,786 0.2 % 65,620 0.1 % Totals 1,288 5,327,910 100.0 % $ 47,295,179 100.0 % Explanatory Notes : (1) Annualized contractual rent in effect on December 31, 2022 for all of our leases (including those accounted for as direct financing leases).

Added

Number of Leases Expiring Total Lease Square Footage Annualized Lease Revenue (1) Year Amount % Amount % 2023 (2)(3) 88 619,182 10.6 % 4,077,999 7.4 % 2024 107 474,895 8.1 % 4,851,676 8.8 % 2025 217 618,453 10.5 % 7,306,019 13.3 % 2026 302 1,099,533 18.8 % 10,823,220 19.7 % 2027 431 1,372,088 23.4 % 14,094,974 25.7 % 2028 109 324,231 5.5 % 4,018,369 7.3 % 2029 124 427,532 7.3 % 4,641,361 8.4 % 2030 127 890,854 15.2 % 4,863,592 8.9 % 2031 6 35,800 0.6 % 258,126 0.5 % Totals 1,511 5,862,568 100.0 % $ 54,935,336 100.0 % 35 Table of Contents Explanatory Notes : (1) Annualized contractual rent in effect on December 31, 2023 for all of our leases (including those accounted for as direct financing leases).

Added

(3) Includes a property for which we received notice in August 2023 from the USPS to terminate the lease for such property, which termination became effective in February 2024.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 31 Table of Contents PART II

Biggest changeITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 36 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A common stock trades on the New York Stock Exchange under the symbol “PSTL”. As of March 7, 2023, there were 19,683,253 shares of Class A common stock issued and outstanding and seven stockholders of record.

Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A common stock trades on the New York Stock Exchange under the symbol “PSTL”. As of February 29, 2024, there were 22,511,828 shares of Class A common stock issued and outstanding and four stockholders of record.

Securities Authorized for Issuance Under Equity Compensation Plans The information required by Item 5 is incorporated by reference to our Definitive Proxy Statement for our 2023 annual stockholders’ meeting. ITEM 6. RESERVED

In addition, as of March 7, 2023, there were 27,206 shares of Voting Equivalency stock issued and outstanding and 4,952,337 OP Units and LTIP units held by limited partners other than the Company outstanding. All shares of Voting Equivalency stock issued and outstanding are held by Mr. Spodek and his affiliates.

In addition, as of February 29, 2024, there were 27,206 shares of Voting Equivalency stock issued and outstanding and 5,581,207 OP Units and LTIP units held by limited partners other than the Company outstanding. All shares of Voting Equivalency stock issued and outstanding are held by Mr. Spodek and his affiliates.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations Comparison of the years ended December 31, 2022 and December 31, 2021 (Amounts in thousands) For the Year Ended December 31, 2022 2021 $ Change % Change Revenues Rental income $ 50,876 $ 38,276 $ 12,600 33 % Fee and other 2,454 1,662 792 48 % Total revenues 53,330 39,938 13,392 34 % Operating expenses Real estate taxes 7,168 5,399 1,769 33 % Property operating expenses 5,625 3,987 1,638 41 % General and administrative 13,110 10,643 2,467 23 % Depreciation and amortization 17,727 13,990 3,737 27 % Total operating expenses 43,630 34,019 9,611 28 % Income from operations 9,700 5,919 3,781 64 % Other income 1,029 401 628 157 % Interest expense, net Contractual interest expense (5,378) (2,739) (2,639) 96 % Write-off and amortization of deferred financing fees (596) (714) 118 (17) % Loss on early extinguishment of debt — (202) 202 100 % Interest income 1 2 (1) (50) % Total interest expense, net (5,973) (3,653) (2,320) 64 % Income before income tax expense 4,756 2,667 2,089 78 % Income tax expense (12) (111) 99 (89) % Net income $ 4,744 $ 2,556 $ 2,188 86 % Revenues Rental income – Rental income includes net rental income as well as the recovery of certain operating costs and property taxes from tenants.

Biggest change"Risk Factors—Risks Related to the USPS". 40 Table of Contents Results of Operations Comparison of the years ended December 31, 2023 and December 31, 2022 (Amounts in thousands) For the Year Ended December 31, 2023 2022 $ Change % Change Revenues Rental income $ 60,970 $ 50,876 $ 10,094 19.8 % Fee and other 2,742 2,454 288 11.7 % Total revenues 63,712 53,330 10,382 19.5 % Operating expenses Real estate taxes 8,549 7,168 1,381 19.3 % Property operating expenses 6,825 5,625 1,200 21.3 % General and administrative 14,654 13,110 1,544 11.8 % Depreciation and amortization 19,688 17,727 1,961 11.1 % Total operating expenses 49,716 43,630 6,086 13.9 % Income from operations 13,996 9,700 4,296 44.3 % Other income 679 1,029 (350) (34.0) % Interest expense, net Contractual interest expense (9,339) (5,378) (3,961) 73.7 % Write-off and amortization of deferred financing fees (686) (596) (90) 15.1 % Interest income 5 1 4 400.0 % Total interest expense, net (10,020) (5,973) (4,047) 67.8 % Income before income tax expense 4,655 4,756 (101) (2.1) % Income tax expense (72) (12) (60) 500.0 % Net income $ 4,583 $ 4,744 $ (161) (3.4) % Revenues Rental income – Rental income includes net rental income as well as the recovery of certain operating costs and property taxes from tenants.

Indebtedness and Interest Expense On August 9, 2021, we entered into a $150.0 million senior unsecured revolving credit facility (the "2021 Revolving Credit Facility") and a $50.0 million senior unsecured term loan facility (the "2021 Term Loan").

Indebtedness and Interest Expense On August 9, 2021, we entered into a $150.0 million senior unsecured revolving credit facility (the "Revolving Credit Facility") and a $50.0 million senior unsecured term loan facility (the "2021 Term Loan").

On May 11, 2022, we amended the Credit Facilities (the "First Amendment") to, among other things, add a new $75.0 million senior unsecured delayed draw term loan facility (the "2022 Term Loan" and, together with the 2021 Revolving Credit Facility and the 2021 Term Loan, the “Credit Facilities”), replace LIBOR with SOFR as the benchmark interest rate and allow for a decrease in the applicable margin by 0.02% if we achieve certain sustainability targets.

On May 11, 2022, we amended the Credit Facilities (the "First Amendment") to, among other things, add a new $75.0 million senior unsecured delayed draw term loan facility (the "2022 Term Loan" and, together with the Revolving Credit Facility and the 2021 Term Loan, the “Credit Facilities”), replace LIBOR with SOFR as the benchmark interest rate and allow for a decrease in the applicable margin by 0.02% if we achieve certain sustainability targets.

The 2021 Revolving Credit Facility matures in January 2026, which may be extended for two six-month periods subject to customary conditions, the 2021 Term Loan matures in January 2027 and the 2022 Term Loan matures in February 2028.

The Revolving Credit Facility matures in January 2026, which may be extended for two six-month periods subject to customary conditions, the 2021 Term Loan matures in January 2027 and the 2022 Term Loan matures in February 2028.

Borrowings under the Credit Facilities carry an interest rate of, (i) in the case of the 2021 Revolving Credit Facility, either a base rate plus a margin ranging from 0.5% to 1.0% per annum or Adjusted Term SOFR (as defined below) plus a margin ranging from 1.5% to 2.0% per annum, or (ii) in the case of the Term Loans, either a base rate plus a margin ranging from 0.45% to 0.95% per annum or Adjusted Term SOFR plus a margin ranging from 1.45% to 1.95% per annum, in each case depending on a consolidated leverage ratio.

Borrowings under the Credit Facilities carry an interest rate of, (i) in the case of the Revolving Credit Facility, either a base rate plus a margin ranging from 0.5% to 1.0% per annum or Adjusted Term SOFR (as defined below) plus a margin ranging from 1.5% to 2.0% per annum, or (ii) in the case of the Term Loans, either a base rate plus a margin ranging from 0.45% to 0.95% per annum or Adjusted Term SOFR plus a margin ranging from 1.45% to 1.95% per annum, in each case depending on a consolidated leverage ratio.

With respect to the 2021 Revolving Credit Facility, we will pay, if the usage is equal to or less than 50%, an unused facility fee of 0.20% per annum, or if the usage is greater than 50%, an unused facility fee of 0.15% per annum, in each case on the average daily unused commitments under the 2021 Revolving Credit Facility.

With respect to the Revolving Credit Facility, we will pay, if the usage is equal to or less than 50%, an unused facility fee of 0.20% per annum, or if the usage is greater than 50%, an unused facility fee of 0.15% per annum, in each case on the average daily unused commitments under the Revolving Credit Facility.

Additionally, any income earned by our existing TRS and any other TRS we form in the future will be subject to federal, state and local corporate income tax.

Additionally, any income earned by our existing TRS and any other TRS we may form in the future will be subject to federal, state and local corporate income tax.

While the USPS has recently undertaken, and proposes to undertake, a number of operational reforms and cost reduction measures, such as higher rates and slower deliveries for certain services and potential closure, relocation or consolidation of certain facilities and delivery units, the USPS has taken the position such measures alone will not be sufficient to maintain its ability to meet all of its existing obligations when due or allow it to make the critical infrastructure investments that have been deferred in recent years.

While the USPS has recently undertaken, and proposes to undertake, a number of operational reforms and cost reduction measures, such as higher rates and slower deliveries for certain services and closure, relocation or consolidation of certain facilities and delivery routes, the USPS has taken the position such measures alone will not be sufficient to maintain its ability to meet all of its existing obligations when due or allow it to make the critical infrastructure investments that have been deferred in recent years.

As of December 31, 2022 and 2021, no impairment related to our long-lived assets was identified. New Accounting Pronouncements For a discussion of our adoption of new accounting pronouncements, please see Note 2. Summary of Significant Accountant Policies in the Notes to the Consolidated Financial Statements.

As of December 31, 2023 and 2022, no impairment related to our long-lived assets was identified. New Accounting Pronouncements For a discussion of our adoption of new accounting pronouncements, please see Note 2. Summary of Significant Accountant Policies in the Notes to the Consolidated Financial Statements.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis is based on, and should be read in conjunction with, the Consolidated Financial Statements and the related notes thereto of the Company as of and for the years ended December 31, 2022 and December 31, 2021.

Cash flow from investing activities – Net cash used in investing activities of $120.1 million for the year ended December 31, 2022 primarily consisted of $119.9 million of acquisitions and capital improvements offset by $0.8 million of insurance proceeds that were received.

Net cash used in investing activities of $120.1 million for the year ended December 31, 2022 primarily consisted of $119.9 million of acquisitions and capital improvements offset by $0.8 million of insurance proceeds that were received.

Revolving Credit Facility and Term loans On August 9, 2021, we entered into the Credit Facilities, which include the $150.0 million 2021 Revolving Credit Facility and the $50.0 million 2021 Term Loan, with Bank of Montreal, as administrative agent, and BMO Capital Markets Corp., M&T Bank, JPMorgan Chase Bank, N.A. and Truist Securities, Inc. as joint lead arrangers and joint book runners.

Revolving Credit Facility and Term Loans On August 9, 2021, we entered into the Credit Facilities, which initially included the $150.0 million Revolving Credit Facility and the $50.0 million 2021 Term Loan, with Bank of Montreal, as administrative agent, and BMO Capital Markets Corp., M&T Bank, JPMorgan Chase Bank, N.A. and Truist Securities, Inc. as joint lead arrangers and joint book runners.

The loan has a fixed interest rate of 3.625% for the first five years (ending in August 2026), then adjusting annually thereafter to a variable annual rate of Wall Street Journal Prime Rate with a minimum annual rate of 3.625%. (5) The loan is collateralized by first mortgage liens on one property and a personal guarantee of payment by Mr.

The loan has a fixed interest rate of 3.625% for the first five years (ending in August 2026), then adjusting annually thereafter to a variable annual rate of Wall Street Journal Prime Rate with a minimum annual rate of 3.625%. 44 Table of Contents (5) The loan is collateralized by first mortgage liens on one property and a personal guarantee of payment by Mr.

Operating Expenses Real estate taxes – Real estate taxes increased by $1.8 million to $7.2 million for the year ended December 31, 2022 from $5.4 million for the year ended December 31, 2021, primarily due to the volume of our acquisitions.

Operating Expenses Real estate taxes – Real estate taxes increased by $1.4 million to $8.5 million for the year ended December 31, 2023 from $7.2 million for the year ended December 31, 2022, primarily due to the volume of our acquisitions.

As a result, if revenues decrease in the future, static operating costs may adversely affect our future cash flow and results of operations. General and Administrative General and administrative expense represents personnel costs, professional fees, legal fees, insurance, consulting fees, information technology costs and other expenses related to our day-to-day activities of being a public company.

As a result, if revenues decrease in the future, static operating costs may adversely affect our future cash flow and results of operations. 39 Table of Contents General and Administrative Expense General and administrative expense represents personnel costs, professional fees, legal fees, insurance, consulting fees, information technology costs and other expenses related to our day-to-day activities of being a public company.

As long as we qualify as a REIT, we generally will not be subject to federal income tax to the extent that we distribute our taxable income for each tax year to our stockholders. 33 Table of Contents Factors That May Influence Future Results of Operations The USPS We are dependent on the USPS’ financial and operational stability.

As long as we qualify as a REIT, we generally will not be subject to federal income tax to the extent that we distribute our taxable income for each tax year to our stockholders. Factors That May Influence Future Results of Operations The USPS We are dependent on the USPS’ financial and operational stability.

The USPS is currently facing a variety of circumstances that are threatening its ability to fund its operations and other obligations as currently conducted without intervention by the federal government. The USPS is constrained by laws and regulations that restrict revenue sources and pricing, mandate certain expenses and cap its borrowing capacity.

The USPS is currently facing a variety of circumstances that are threatening its ability to fund its operations and other obligations as currently conducted without 38 Table of Contents intervention by the federal government. The USPS is constrained by laws and regulations that restrict revenue sources and pricing, mandate certain expenses and cap its borrowing capacity.

These transactions were accounted for as asset 41 Table of Contents acquisitions, and the purchase price of each was allocated based on the relative fair value of the asset acquired and liabilities assumed. Revenue Recognition We have operating lease agreements with tenants, some of which contain provisions for future rental increases.

These transactions were accounted for as asset acquisitions, and the purchase price of each was allocated based on the relative fair value of the asset acquired and liabilities assumed. Revenue Recognition We have operating lease agreements with tenants, some of which contain provisions for future rental increases.

(7) The loan is secured by a first mortgage lien on an industrial property located in Warrendale, Pennsylvania. The loan has a fixed interest rate of 2.80% with interest-only payments for the first five years and fixed payments of principal and interest thereafter based on a 30-year amortization schedule.

(7) The loan is secured by a first mortgage lien on an industrial property located in Warrendale, Pennsylvania. The loan has a fixed interest rate of 2.80% with interest-only payments for the first five years (ending in January 2026) and fixed payments of principal and interest thereafter based on a 30-year amortization schedule.

We have an effective shelf registration statement on file with the SEC under which we may issue equity financing through the instruments and on the terms most attractive to us at such time, including through our $50.0 million 2022 ATM Program.

Operating Expenses We lease our properties primarily to the USPS. The majority of our leases are modified double-net leases, whereby the tenant is responsible for utilities, routine maintenance and reimbursement of property taxes and the landlord is responsible for insurance, roof and structure.

Operating Expenses We lease our properties primarily to the USPS. The majority of our leases are modified double-net leases, whereby the tenant is responsible for utilities, certain maintenance obligations and reimbursement of property taxes and the landlord is responsible for insurance, roof and structure.

Dividends To maintain our qualification as a REIT, we are required to pay dividends to stockholders at least equal to 90% of our REIT taxable income determined without regard to the deduction for dividends paid and excluding net capital gains. During the year ended December 31, 2022, we paid cash dividends of $0.925 per share.

This initial net investment is determined by aggregating the total future minimum lease payments attributable to the direct financing lease and the estimated residual value of the property, if any, less unearned income.

This initial net investment is determined by aggregating the total future minimum lease payments attributable to the direct financing 46 Table of Contents lease and the estimated residual value of the property, if any, less unearned income.

As of December 31, 2022, properties leased to our tenants had an average remaining lease term of approximately three years.

As of December 31, 2023, properties leased to our tenants had an average remaining lease term of approximately three years.

The COVID-19 pandemic and other geopolitical and economic factors have also created significant inflationary pressures resulting in higher compensation, benefits, transportation and fuel costs for the USPS.

The lingering effect of the COVID-19 pandemic and other geopolitical and economic factors have also created significant inflationary pressures resulting in higher compensation, benefits, transportation and fuel costs for the USPS.

During the years ended December 31, 2022 and 2021, we incurred $0.3 million and $0.1 million, respectively, of unused facility fees related to our previous credit facility and the 2021 Revolving Credit Facility. (2) Based upon the one-month Adjusted Term SOFR, which is SOFR plus a term SOFR adjustment of 0.10%, subject to a 0% floor (the “Adjusted Term SOFR”).

During the years ended December 31, 2023 and 2022, we incurred $0.3 million and $0.3 million, respectively, of unused facility fees related to the Revolving Credit Facility. (2) Based upon the one-month Adjusted Term SOFR, which is SOFR plus a term SOFR adjustment of 0.10%, subject to a 0% floor (the “Adjusted Term SOFR”).

On December 6, 2022, we further exercised $40.0 million of accordion feature under the 2022 Term Loan.

On December 6, 2022, we exercised $40.0 million of term loan accordion under the 2022 Term Loan.

Contractual Obligations and Other Long-Term Liabilities The following table provides information with respect to our commitments as of December 31, 2022, including any guaranteed or minimum commitments under contractual obligations.

Contractual Obligations and Other Long-Term Liabilities The following table provides information with respect to our commitments as of December 31, 2023, including any guaranteed or minimum commitments under contractual obligations (in thousands).

Direct and certain indirect costs clearly associated with the development, construction, leasing or expansion of real estate assets are capitalized as a cost of the property. Repairs and maintenance costs are expensed as incurred. We acquired 320 properties for approximately $123 million, excluding closing costs, during 2022 and 238 properties for approximately $103 million, excluding closing costs, during 2021.

Direct and certain indirect costs clearly associated with the development, construction, leasing or expansion of real estate assets are capitalized as a cost of the property. Repairs and maintenance costs are expensed as incurred. We acquired 223 properties for approximately $78 million, excluding closing costs, during 2023 and 320 properties for approximately $123 million, excluding closing costs, during 2022.

Capital Resources and Financing Strategy Our short-term liquidity requirements primarily consist of operating expenses and other expenditures associated with our properties, distributions to our limited partners and distributions to our stockholders required to qualify for REIT status, 38 Table of Contents capital expenditures and, potentially, acquisitions.

Cash Flows Comparison of the year ended December 31, 2022 and the year ended December 31, 2021 We had $1.5 million of cash and $0.5 million of escrows and reserves as of December 31, 2022 compared to $5.9 million of cash and $1.2 million of escrows and reserves as of December 31, 2021.

Cash Flows Comparison of the year ended December 31, 2023 and the year ended December 31, 2022 We had $2.2 million of cash and $0.6 million of escrows and reserves as of December 31, 2023 compared to $1.5 million of cash and $0.5 million of escrows and reserves as of December 31, 2022.

Depreciation and amortization – Depreciation and amortization expense increased by $3.7 million to $17.7 million for the year ended December 31, 2022 from $14.0 million for the year ended December 31, 2021, primarily due to the volume of our acquisitions. Other Income Other income primarily includes insurance recoveries related to property damage claims.

Depreciation and amortization – Depreciation and amortization expense increased by $2.0 million to $19.7 million for the year ended December 31, 2023 from $17.7 million for the year ended December 31, 2022, primarily due to the volume of our acquisitions. Other Income Other income primarily includes insurance recoveries related to property damage claims.

On November 4, 2022, we terminated the 2020 ATM Program and entered into separate open market sale agreements with each of Jefferies LLC, BMO Capital Markets Corp., Janney Montgomery Scott LLC, Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc. as agents (the "2022 ATM Program"), pursuant to which we may offer and sell, from time to time, shares of our Class A common stock having an aggregate sales price of up to $50.0 million.

Our Board of Directors oversees our business and affairs. 37 Table of Contents ATM Program On November 4, 2022, we entered into separate open market sale agreements with each of Jefferies LLC, BMO Capital Markets Corp., Janney Montgomery Scott LLC, Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc. as agents, pursuant to which we may offer and sell, from time to time, shares of our Class A common stock having an aggregate sales price of up to $50.0 million.

Rental income represents the lease revenue recognized under leases primarily with the USPS which includes the impact of above and below market lease intangibles as well as tenant reimbursements for payments made by our tenants under the leases to reimburse us for the majority of real estate taxes paid at each property.

Rental income represents the lease revenue recognized under the leases primarily with the USPS which includes the impact of above and below market lease intangibles as well as reimbursements to us made by our tenants for the real estate taxes paid at each property where tenants are responsible for such taxes under the leases.

Subsequent Events 2023 Financing Activity We had net credit facility activity of $17.0 million during the period subsequent to December 31, 2022.

Subsequent Events 2024 Financing Activity We had net credit facility activity of $2.0 million during the period subsequent to December 31, 2023.

The following table sets forth information as of December 31, 2022 and 2021 with respect to our outstanding indebtedness (in thousands): Amount Outstanding as of December 31, 2022 Amount Outstanding as of December 31, 2021 Interest Rate as of December 31, 2022 Maturity Date Revolving Credit Facility (1) : 2021 Revolving Credit Facility $ — $ 13,000 SOFR+150 bps (2) January 2026 2021 Term Loan 50,000 50,000 SOFR+145 bps (2) January 2027 2022 Term Loan 115,000 — SOFR+145 bps (2) February 2028 Secured Borrowings: Vision Bank (3) 1,409 1,409 3.69 % September 2041 First Oklahoma Bank (4) 333 349 3.63 % December 2037 Vision Bank – 2018 (5) 844 844 3.69 % September 2041 Seller Financing (6) 282 366 6.00 % January 2025 AIG – December 2020 (7) 30,225 30,225 2.80 % January 2031 Total Principal $ 198,093 $ 96,193 39 Table of Contents Explanatory Notes: (1) See above under "—Revolving Credit Facility and Term loans" for details regarding the Credit Facilities.

The following table sets forth information as of December 31, 2023 and 2022 with respect to our outstanding indebtedness (in thousands): Amount Outstanding as of December 31, 2023 Amount Outstanding as of December 31, 2022 Interest Rate as of December 31, 2023 Maturity Date Revolving Credit Facility (1) : Revolving Credit Facility $ 9,000 $ — SOFR+148 bps (2) January 2026 2021 Term Loan 75,000 50,000 SOFR+143 bps (2) January 2027 2022 Term Loan 125,000 115,000 SOFR+143 bps (2) February 2028 Secured Borrowings: Vision Bank (3) 1,409 1,409 3.69 % September 2041 First Oklahoma Bank (4) 316 333 3.63 % December 2037 Vision Bank – 2018 (5) 844 844 3.69 % September 2041 Seller Financing (6) 194 282 6.00 % January 2025 AIG – December 2020 (7) 30,225 30,225 2.80 % January 2031 Total Principal $ 241,988 $ 198,093 Explanatory Notes: (1) See above under "—Revolving Credit Facility and Term Loans" for details regarding the Credit Facilities.

Secured Borrowings as of December 31, 2022 As of December 31, 2022, we had approximately $33.1 million of secured borrowings outstanding, all of which are currently fixed-rate debt with a weighted average interest rate of 2.90% per annum.

Secured Borrowings as of December 31, 2023 As of December 31, 2023, we had approximately $33.0 million of secured borrowings outstanding, all of which are currently fixed-rate debt with a weighted average interest rate of 2.89% per annum.

(2) Operating lease obligations relate to two leases for our corporate headquarters and seven ground leases at certain of our properties.

(2) Operating lease obligations relate to three leases for our corporate headquarters and eight ground leases at certain of our properties.

If revenues drop, we may not be able to reduce our expenses accordingly. Costs associated with real estate investments generally will not be materially reduced even if a property is not fully occupied or other circumstances cause our revenues to decrease.

Costs associated with real estate investments generally will not be materially reduced even if a property is not fully occupied or other circumstances cause our revenues to decrease.

The decrease was primarily related to a reduction in net proceeds from issuance of shares, increased payments of dividends and 37 Table of Contents distributions and a decrease in net proceeds received from the 2021 Revolving Credit Facility during the year ended December 31, 2022, partially offset by an increase in net proceeds received from the 2022 Term Loan and lower amount of repayments under the 2021 Revolving Credit Facility during the year ended December 31, 2022.

The decrease was primarily related to an increase in payments of dividends and distributions and a decrease in net proceeds received from term loans and the Revolving Credit Facility during the year ended December 31, 2023, partially offset by an increase in net proceeds from issuance of shares and lower amount of repayments under the Revolving Credit Facility during the year ended December 31, 2023.

For the year ended December 31, 2022, we acquired 320 properties leased primarily to the USPS for approximately $123 million, excluding closing costs. As of December 31, 2022, our portfolio consists of 1,286 owned properties, located in 49 states and one territory and comprising approximately 5.3 million net leasable interior square feet.

For the year ended December 31, 2023, we acquired 223 properties leased to the USPS for approximately $78 million, excluding closing costs. As of December 31, 2023, our portfolio consists of 1,509 owned properties, located in 49 states and one territory and comprising approximately 5.9 million net leasable interior square feet.

Additional participants in the Credit Facilities include Stifel Bank & Trust and TriState Capital Bank. On May 11, 2022, we entered into the First Amendment to, among other things, add the 2022 Term Loan (and, together with the 2021 Term Loan, the "Term Loans").

We are the sole general partner of our Operating Partnership through which our properties are directly or indirectly owned. As of March 7, 2023, we owned approximately 80.0% of our outstanding OP Units, including LTIP Units.

We are the sole general partner of our Operating Partnership through which our properties are directly or indirectly owned. As of February 29, 2024, we owned approximately 80.3% of our outstanding OP Units, including LTIP Units.

For additional information regarding the risks associated with the USPS, see Item 1A. "Risk Factors—Risks Related to the USPS".

For additional information regarding the risks associated with the USPS, see Item 1A.

Property operating expenses – Property operating expenses increased by $1.6 million to $5.6 million for the year ended December 31, 2022 from $4.0 million for the year ended December 31, 2021.

Property operating expenses – Property operating expenses increased by $1.2 million to $6.8 million for the year ended December 31, 2023 from $5.6 million for the year ended December 31, 2022.

Dividends Our Board of Directors approved, and on February 1, 2023, we declared a fourth quarter common stock dividend of $0.2375 per share which was paid on February 28, 2023 to stockholders of record on February 15, 2023.

Dividends Our Board of Directors approved and, on February 2, 2024, we declared a fourth quarter 2023 common stock dividend of $0.24 per share which was paid on February 29, 2024 to stockholders of record on February 16, 2024.

As of December 31, 2022, we had $165.0 million of aggregate principal amount outstanding under our Credit Facilities, with $50.0 million drawn on the 2021 Term Loan and $115.0 million drawn on the 2022 Term Loan and $150.0 million of borrowing capacity remaining under the 2021 Revolving Credit Facility.

As of December 31, 2023, we had $209.0 million of aggregate principal amount outstanding under our Credit Facilities, with $75.0 million drawn on the 2021 Term Loan, $115.0 million drawn on the 2022 Term Loan and $9.0 million drawn on the Revolving Credit Facility.

The ongoing COVID-19 pandemic (including new or mutated variants of COVID-19) and measures taken to prevent its spread also continue to have a material and unpredictable effect on the USPS’ operations and liquidity, including significant additional operating expenses caused by pandemic-related disruptions.

The occurrence of a regional epidemic or a global pandemic, such as the COVID-19 pandemic, and measures taken to prevent its spread may also have a material and unpredictable effect on the USPS’ operations and liquidity, including significant additional operating expenses caused by pandemic-related disruptions.

Liquidity and Capital Resources We had approximately $1.5 million of cash and $0.5 million of escrows and reserves as of December 31, 2022.

Liquidity and Capital Resources We had approximately $2.2 million of cash and $0.6 million of escrows and reserves as of December 31, 2023.

As of the date of this report, we had $182.0 million drawn on the Credit Facilities, with $50.0 million drawn on the 2021 Term Loan, $115.0 million drawn on the 2022 Term Loan and $17.0 million drawn on the 2021 Revolving Credit Facility. 2023 Real Estate Acquisitions Subsequent to December 31, 2022, we have acquired 24 properties in individual or small portfolio transactions for approximately $12.7 million, excluding closing costs.

As of the date of this report, we had $211.0 million drawn on the Credit Facilities, with $75.0 million drawn on the 2021 Term Loan, $125.0 million drawn on the 2022 Term Loan and $11.0 million drawn on the Revolving Credit Facility. 45 Table of Contents 2024 Real Estate Acquisitions Subsequent to December 31, 2023, we have acquired eight properties in individual or small portfolio transactions for approximately $4.5 million, excluding closing costs.

General and administrative – General and administrative expenses increased by $2.5 million to $13.1 million for the year ended December 31, 2022 from $10.6 million for the year ended December 31, 2021, primarily due to expanding our staff and increase in information technology costs as a result of our continued growth as well as an increase in equity-based compensation expense related to awards that have been granted to our employees throughout 2021 and 2022.

The remainder of the increase of $0.9 million is related to expenses for repairs and maintenance and insurance, which increase is primarily due to the volume of our acquisitions. 41 Table of Contents General and administrative – General and administrative expenses increased by $1.5 million to $14.7 million for the year ended December 31, 2023 from $13.1 million for the year ended December 31, 2022, primarily due to expanding our staff, an increase in information technology related costs as a result of our continued growth and an increase in equity-based compensation expense related to awards that have been granted to our employees throughout 2022 and 2023.

Other income increased by $0.6 million to $1.0 million for the year ended December 31, 2022 from $0.4 million for the year ended December 31, 2021, primarily due to higher insurance recoveries.

Other income decreased by $0.4 million to $0.7 million for the year ended December 31, 2023 from $1.0 million for the year ended December 31, 2022, primarily due to lower insurance recoveries from claims.

Total Interest Expense, Net During the year ended December 31, 2022, we incurred total interest expense, net of $6.0 million compared to $3.7 million for the year ended December 31, 2021. The increase in interest expense of $2.3 million was primarily related to higher amount of borrowings under our Credit Facilities to finance our acquisitions and increased interest rates.

Total Interest Expense, Net During the year ended December 31, 2023, we incurred total interest expense, net of $10.0 million compared to $6.0 million for the year ended December 31, 2022. The increase in interest expense of $4.0 million was primarily due to additional borrowings under the Credit Facilities and increased interest rates.

Cash flow from financing activities – Net cash provided by financing activities decreased by $2.8 million to $90.6 million for the year ended December 31, 2022 compared to $93.4 million for the year ended December 31, 2021.

Cash flows from financing activities – Net cash provided by financing activities decreased by $45.6 million to $45.0 million for the year ended December 31, 2023 compared to $90.6 million for the year ended December 31, 2022.

Consolidated Indebtedness As of December 31, 2022, we had approximately $198.1 million of outstanding consolidated principal indebtedness.

Consolidated Indebtedness As of December 31, 2023, we had approximately $242.0 million of outstanding consolidated principal indebtedness.

Tenant reimbursements and the related property operating expenses are recognized on a gross basis, because (i) generally, we are the primary obligor with respect to the real estate taxes and (ii) we bear the credit risk in the event the tenant does not reimburse the real estate taxes. 34 Table of Contents The expenses of owning and operating a property are not necessarily reduced when circumstances, such as market factors and competition, cause a reduction in income from the property.

The success of our business strategy will depend, to a significant degree, on our ability to access these various capital sources. In addition, we continuously evaluate possible acquisitions of postal properties, which largely depend on, among other things, the market for owning and leasing postal properties and the terms on which the USPS will enter into new or renewed leases.

In addition, we continuously evaluate possible acquisitions of postal properties, which largely depend on, among other 43 Table of Contents things, the market for owning and leasing postal properties and the terms on which the USPS will enter into new or renewed leases.

Net cash used in investing activities for the year ended December 31, 2021 primarily consisted of $91.4 million of acquisitions and capital improvements and $15.7 million of investment in a financing lease offset by $1.2 million of insurance proceeds that were received.

Cash flows from investing activities – Net cash used in investing activities of $72.6 million for the year ended December 31, 2023 primarily consisted of $73.1 million of acquisitions and capital improvements offset by $0.7 million of insurance proceeds that were received.

Fee and other principally represent (i) revenue our TRS received from postal properties owned by Mr.

Certain of our leases include annual rent escalators. Fee and other principally represents (i) revenue our TRS received from postal properties owned by Mr.

Cash flow from operating activities – Net cash provided by operating activities increased by $7.5 million to $24.6 million for the year ended December 31, 2022 compared to $17.1 million for the year ended December 31, 2021.

Cash flows from operating activities – Net cash provided by operating activities increased by $3.8 million to $28.4 million for the year ended December 31, 2023 compared to $24.6 million for the year ended December 31, 2022.

The Credit Facilities include an accordion feature which permit us to borrow up to an additional $150.0 million under the 2021 Revolving Credit Facility and up to an additional $35.0 million under the Term Loans (after our exercise of the $40.0 million term loan accordion in December 2022), in each case subject to customary terms and conditions.

The Credit Facilities include an accordion feature which permit us to borrow up to an additional $150.0 million under the Revolving Credit Facility subject to customary terms and conditions.

Lease Renewal As of March 7, 2023, the leases at 100 of our properties, representing approximately 320,000 net leasable interior square feet and $4.0 million in annual contractual rental revenue, were expired and the USPS was occupying such properties as a holdover tenant. See Item 2. "Properties—Lease Expiration Schedule”.

Lease Renewal As of February 29, 2024, the leases at 91 of our properties, representing approximately 631,000 net leasable interior square feet, had expired and the USPS was occupying such properties as a holdover tenant. See Item 2. "Properties—Lease Expiration Schedule”.

As of December 31, 2022, we were in compliance with all of the Credit Facilities’ debt covenants. We have five interest rate swaps with a total notional amount of $165.0 million that are used to manage our interest rate risk and fix the SOFR component on the Credit Facilities (together, the "Interest Rate Swaps").

As of December 31, 2023, we had seven interest rate swaps with a total notional amount of $200.0 million that are used to manage our interest rate risk and fix the SOFR component on the Term Loans of the Credit Facilities (together, the "Interest Rate Swaps"). See Note 6.

Factors that may affect our ability to control these operating costs include but are not limited to: the cost of periodic repair, renovation costs, the cost of re-leasing space, inflation and the potential for liability under applicable laws. Recoveries from the tenant are recognized as revenue on an accrual basis over the periods in which the related expenditures are incurred.

Factors that may affect our ability to control these operating costs include but are not limited to: the cost of periodic repair, age and durability of our properties, renovation costs, landlord’s responsibilities under the leases, the cost of re-leasing space, inflation and the potential for liability under applicable laws.

(3) Five properties are collateralized under this loan and Mr. Spodek also provided a personal guarantee of payment for 50% of the outstanding amount thereunder.

Spodek also provided a personal guarantee of payment for 50% of the outstanding amount thereunder.

As of December 31, 2022, we had approximately $41.9 million of availability remaining under the 2022 ATM Program. Executive Overview We are an internally managed REIT with a focus on acquiring and managing properties leased primarily to the USPS, ranging from last-mile post offices to larger industrial facilities.

Executive Overview We are an internally managed REIT with a focus on acquiring and managing properties leased primarily to the USPS, ranging from last-mile post offices to industrial facilities. We believe the overall opportunity for consolidation that exists within the postal logistics network is very attractive.

Geographic Concentration As of December 31, 2022, we owned a portfolio of 1,286 properties located in 49 states and one territory and leased primarily to the USPS. For the year ended December 31, 2022, approximately 15.1% of our total rental income was concentrated in Pennsylvania.

We continue to execute our strategy to acquire and consolidate postal properties that we believe will generate strong earnings for our shareholders. Geographic Concentration As of December 31, 2023, we owned a portfolio of 1,509 properties located in 49 states and one territory and leased primarily to the USPS.

Rental income increased by $12.6 million to $50.9 million for the year ended December 31, 2022 from $38.3 million for the year ended December 31, 2021, primarily due to the volume of our acquisitions. 36 Table of Contents Fee and other - Fee and other revenue increased by $0.8 million to $2.5 million for the year ended December 31, 2022 from $1.7 million for the year ended December 31, 2021, primarily due to higher income received from properties accounted for as financing leases.

Rental income increased by $10.1 million to $61.0 million for the year ended December 31, 2023 from $50.9 million for the year ended December 31, 2022, primarily due to the volume of our acquisitions.

Payments Due by Period Contractual Obligations Total 2023 2024 to 2025 2026 to 2027 More than five years Credit Facilities $ 165,000 $ — $ — $ 50,000 $ 115,000 Principal payments on mortgage loans 33,093 106 229 1,412 31,346 Interest payments (1) 41,543 7,800 15,583 13,858 4,302 Operating lease obligations (2) 1,885 245 167 86 1,387 Total $ 241,521 $ 8,151 $ 15,979 $ 65,356 $ 152,035 Explanatory Notes : (1) The amounts shown relate to (i) the 2021 Revolving Credit Facility based on the outstanding balance and interest rate in effect as of December 31, 2022 and assuming an unused facility fee under the 2021 Revolving Credit Facility through the remainder of the term based on such outstanding balance, (ii) the Term Loans based on the interest rate fixed through the 40 Table of Contents Interest Rate Swaps and outstanding balance as of December 31, 2022 and (iii) the mortgage loans based on the outstanding balance and interest rate in effect as of December 31, 2022.

Payments Due by Period Contractual Obligations Total 2024 2025 to 2026 2027 to 2028 More than five years Credit Facilities $ 209,000 $ — $ 9,000 $ 200,000 $ — Principal payments on mortgage loans 32,988 112 754 1,579 30,543 Interest payments (1) 41,999 10,443 20,038 8,811 2,707 Operating lease obligations (2) 2,032 162 162 90 1,618 Total $ 286,019 $ 10,717 $ 29,954 $ 210,480 $ 34,868 Explanatory Notes : (1) The amounts shown relate to (i) the Revolving Credit Facility based on the outstanding balance and interest rate in effect as of December 31, 2023 and assuming an unused facility fee under the Revolving Credit Facility through the remainder of the term based on such outstanding balance, (ii) the Term Loans based on the interest rate fixed through the Interest Rate Swaps and outstanding balance as of December 31, 2023 and (iii) the mortgage loans based on the outstanding balance and, for mortgage loans with interest rates adjustable after a certain period, interest rate in effect as of December 31, 2023 with respect to their future interest payments.

The agreements also provide that we may enter into one or more forward sale agreements under separate master forward confirmations and related supplemental confirmations with affiliates of certain agents. During the year ended December 31, 2022, 751,382 shares were issued under the 2020 ATM Program and the 2022 ATM Program, raising approximately $11.9 million in gross proceeds.

On August 8, 2023, we amended the ATM Program to increase the aggregate offering amount under the program from up to $50.0 million to up to $150.0 million. The agreements also provide that we may enter into one or more forward sale agreements under separate master forward confirmations and related supplemental confirmations with affiliates of certain agents.

Property management expenses are included within property operating expenses and increased by $0.6 million to $2.1 million for the year ended December 31, 2022 from $1.5 million for the year ended December 31, 2021, due to expanding our property management staff as a result of our continued growth as well as an increase in equity-based compensation expense related to awards that have been granted to our property management employees throughout 2021 and 2022.

Property management expenses are included within property operating expenses and increased by $0.4 million to $2.5 million for the year ended December 31, 2023 from $2.1 million for the year ended December 31, 2022.

Removed

Our Board of Directors oversees our business and affairs. 32 Table of Contents ATM Programs On December 14, 2020, we entered into separate open market sale agreements for our at-the-market offering program (the "2020 ATM Program"), pursuant to which we may offer and sell, from time to time, shares of our Class A common stock having an aggregate sales price of up to $50.0 million.

Added

During the year ended December 31, 2023, 1,861,407 shares were issued under the ATM Program, raising approximately $27.8 million in gross proceeds. As of December 31, 2023, we had approximately $114.1 million of availability remaining under the ATM Program.

Removed

Added

For the year ended December 31, 2023, approximately 13.2% of our total rental income was concentrated in Pennsylvania.

Removed

In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

Added

Recoveries from the tenant are recognized as revenue on an accrual basis over the periods in which the related expenditures are incurred.

Removed

In 2022, in connection with our ongoing lease renewal negotiations with the USPS, we filed claims with the USPS regarding market rent and other amounts due under the expired leases during the holdover period.

Added

The expenses of owning and operating a property are not necessarily reduced when circumstances, such as market factors and competition, cause a reduction in income from the property. If revenues drop, we may not be able to reduce our expenses accordingly.

Removed

The USPS subsequently determined that market rent for the expired leases was generally greater than the rent amount under the expired leases and agreed to pay us (i) a lump sum catch-up payment for increased rents from the date of lease expiration and (ii) increased rents reflecting the market rent 35 Table of Contents determined by USPS going forward.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+1 added−0 removed3 unchanged

2022 filing

2023 filing

Biggest changeThe $165.0 million variable-rate debt, all of which relate to the Term Loans, have been fixed through 42 Table of Contents the Interest Rate Swaps. When factoring in the Term Loans as fixed-rate debt through the Interest Rate Swaps, as of December 31, 2022, none of our indebtedness was variable-rate debt, as the entire 2021 Revolving Credit Facility was undrawn.

Biggest changeOf the $209.0 million variable-rate debt, $200.0 million relates to the Term Loans, which have been fixed through the Interest Rate Swaps. When factoring in the Term Loans as fixed-rate debt through the Interest Rate Swaps, as of December 31, 2023, approximately $9.0 million of our indebtedness was variable-rate debt and approximately $233.0 million was fixed-rate debt.

Our objective when undertaking such arrangements will be to reduce our floating rate exposure. However, we provide no assurance that our efforts to manage interest rate volatility will successfully mitigate the risks of such volatility in our portfolio and we do not intend to enter into hedging arrangements for speculative purposes. 43 Table of Contents POSTAL REALTY TRUST, INC.

Our primary market risk results from our indebtedness, which bears interest at both fixed and variable rates. As of December 31, 2022, our indebtedness was approximately $198.1 million, consisting of approximately $165.0 million of variable-rate debt and approximately $33.1 million of fixed-rate debt.

Our primary market risk results from our indebtedness, which bears interest at both fixed and variable rates. As of December 31, 2023, our indebtedness was approximately $242.0 million, consisting of approximately $209.0 million of variable-rate debt and approximately $33.0 million of fixed-rate debt.

Added

Assuming no increase in the amount of our outstanding variable-rate indebtedness, if the one-month Adjusted Term SOFR were to increase or decrease by 1.0%, our cash flows would decrease or increase by approximately $0.1 million on an annualized basis.

What changed in Postal Realty Trust, Inc.'s 10-K — 2022 vs 2023

Top changes in Postal Realty Trust, Inc.'s 2023 10-K

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 3. Legal Proceedings

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other PSTL 10-K year-over-year comparisons