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What changed in Postal Realty Trust, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Postal Realty Trust, Inc.'s 2024 and 2025 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 2025 report.

+248 added−226 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-27)

Top changes in Postal Realty Trust, Inc.'s 2025 10-K

248 paragraphs added · 226 removed · 181 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

16 edited+5 added−1 removed30 unchanged
Biggest changeWe may also sell assets from time to time to recycle capital. 2024 Highlights • Our owned portfolio was 99.6% occupied as of December 31, 2024. • We acquired 197 properties leased primarily to the USPS totaling approximately 560,895 net leasable interior square feet, for approximately $90.8 million, excluding closing costs, during 2024. • We sold two real estate properties for net proceeds of $6.0 million and recorded a net gain of $2.4 million. • We amended our existing Credit Facilities (as defined below) in October 2024 to among other things, replace the Bank of Montreal with Truist Bank as the administrative agent, letter of credit issuer and swingline lender.
Biggest changeWe may also sell assets from time to time to recycle capital, including through transactions that are intended to qualify for federal income tax deferral as a “like-kind exchange” under Section 1031 of the Internal Revenue Code of 1986, as amended (the " Code "). 2025 Highlights • Our owned portfolio was 99.8% occupied as of December 31, 2025. • We acquired 216 properties leased primarily to the USPS totaling approximately 641,599 net leasable interior square feet, for approximately $123.1 million , excluding closing costs, during 2025. • We amended our existing Credit Facilities (as defined below) in September 2025 to, among other things, (i) upsize the capacity of our Credit Facilities to $440 million and (ii) extend the maturity dates on each of our senior unsecured revolving credit facility (from January 2026 to November 2029) and Term Loan (from January 2027 to January 2030). • We issued 3,154,321 shares of Class A common stock under our at-the-market equity offering program (the "ATM Program") during 2025, raising approximately $48.4 million in gross proceeds. 1 Table of Contents Dividends • We have increased our quarterly dividend from $0.2425 for the fourth quarter 2024 dividend to $0.2450 for the fourth quarter 2025 dividend.
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.
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 stockholders.
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.
All corporate employees, 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 attend, and reimburse them for, qualified ongoing continuing professional education.
Our telephone number is (516) 295-7820. The information on or accessible through our website is not, and shall not be deemed to be, a part of this Annual Report or incorporated into any other filing we file or furnish with the SEC.
Our telephone number is (516) 295-7820. The information on or accessible through our website is not, and shall not be deemed 3 Table of Contents to be, a part of this Annual Report or incorporated into any other filing we file or furnish with the SEC.
The SEC also maintains a website that contains reports, proxy and information statements and other information we file with the SEC at www.sec.gov. 3 Table of Contents
The SEC also maintains a website that contains reports, proxy and information statements and other information we file with the SEC at www.sec.gov. 4 Table of Contents
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, 2024, we employed 45 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, 2025, we employed 42 full-time employees. Our employees are primarily located at our corporate office in Cedarhurst, New York.
As of December 31, 2024, 27% of our employees, 21% 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 29% of our employees identified as a member of an ethnic and/or racial minority group.
As of December 31, 2025, 33% of our employees, 24% 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 29% of our employees identified as a member of an ethnic and/or racial minority group.
The properties are located in 49 states and one territory, totaling approximately 6.4 million net leasable interior square feet in the aggregate and were 99.6% occupied as of December 31, 2024 with a weighted average remaining lease term of approximately four years.
The properties are located in 49 states and one territory, totaling approximately 7.1 million net leasable interior square feet in the aggregate and were 99.8% occupied as of December 31, 2025 with a weighted average remaining lease term of approximately 4 years.
As of December 31, 2024, we manage, through our taxable REIT subsidiary ("TRS"), an additional 360 properties owned by our chief executive officer, Andrew Spodek, and his affiliates.
As of December 31, 2025, we manage, through our taxable REIT subsidiary ("TRS"), an additional 333 postal properties owned by our chief executive officer, Andrew Spodek, and his affiliates.
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.
We offer a comprehensive benefits program, including programs that promote mental health awareness, 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 2 Table of Contents balance work and personal life.
During the year ended December 31, 2024, we acquired from our chief executive officer, Andrew Spodek, and his affiliates a portfolio of 36 properties currently leased to the USPS for approximately $12.5 million in cash, excluding closing costs. We have a remaining right of first offer to purchase 214 of our 360 managed properties.
During the year ended December 31, 2025, we acquired from our chief executive officer, Andrew Spodek, and his affiliates a portfolio of 25 postal properties currently leased to the USPS for approximately $13.9 million in cash, excluding closing costs. We have a remaining right of first offer to purchase 189 of our 333 managed postal properties.
We also provide all of our employees with biannual performance and career development reviews.
We also provide all of our employees with biannual performance and career development reviews. Our commitment to the health and safety of our employees and contractors is paramount.
Our Board of Directors oversees our business and affairs. Real Estate Investments As of December 31, 2024, we had net investments of approximately $606.0 million in 1,703 real estate properties (including two properties accounted for as financing leases).
Real Estate Investments As of December 31, 2025, we had net investments of approximately $716.6 million in 1,917 real estate properties (including two properties accounted for as financing leases).
In addition to our benefits program, we offer a number of work life enhancements at our corporate headquarters, including, but not limited to, healthy snacks and ergonomic workstations. We encourage our employees to take advantage of various internal training opportunities and those provided by outside service providers to the extent these are business related.
In addition to our benefits program, we offer a number of work life enhancements at our corporate headquarters, including, but not limited to, healthy snacks and ergonomic workstations.
We are the sole general partner of our Operating Partnership through which our properties are directly or indirectly owned. As of December 31, 2024, we owned approximately 79.2% 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, 2025, we owned approximately 79.3% 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”). Our Board of Directors oversees our business and affairs.
We elected to be taxed as a REIT for U.S. federal income tax purposes, commencing with our short tax year ended December 31, 2019. We conduct our business through a traditional UPREIT structure in which our properties are owned by our Operating Partnership directly or through limited partnerships, limited liability companies or other subsidiaries.
We elected to qualify to be taxed as a REIT for U.S. federal income tax purposes, commencing with our short tax year ended December 31, 2019.
Removed
In addition, we increased the 2022 Term Loan commitments in an aggregate principal amount of up to $50.0 million, which we fully exercised. • We issued 1,420,791 shares of Class A common stock under our at-the-market equity offering program (the "ATM Program") during 2024, raising approximately $20.4 million in gross proceeds. 1 Table of Contents Dividends • We have increased our quarterly dividend from $0.2375 for the fourth quarter 2023 dividend to $0.2425 for the fourth quarter 2024 dividend.
Added
We conduct our business through an umbrella partnership, commonly referred to as an UPREIT structure, in which our properties are owned by our Operating Partnership directly or through limited partnerships, limited liability companies or other subsidiaries. We are the sole general partner of our Operating Partnership through which our properties are directly or indirectly owned.
Added
As of December 31, 2025, 10 of our full-time employees were between the ages of 18 and 29 years old; 14 of our full-time employees were between the ages of 30 and 39 years old; 12 of our full-time employees were between the ages of 40 and 49 years old; four of our full-time employees were between the ages of 50 and 59 years old; one employee was between the ages of 60 and 69; and one employee was over 70 years old.
Added
We encourage our employees to take advantage of various internal training opportunities, and those provided by outside service providers to the extent these are business related, and solicit feedback from our employees on the effectiveness of such training programs.
Added
We have memorialized our commitment to the health and safety of our employees and contractors in our Code of Business Conduct and Ethics, which is overseen by the Corporate Governance and Compensation Committee.
Added
For the year ended December 31, 2025, none of our employees or, to our knowledge, contractors we hired, suffered any fatalities or injuries while physically at work, or working at our properties.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

85 edited+21 added−27 removed371 unchanged
Biggest changeAlthough we ceased to be an “emerging growth company,” on December 31, 2024, as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, we remain a “smaller reporting company.” We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million.
Biggest changeBecause (x) our annual revenue was less than $100.0 million during the most recently completed fiscal year and (y) the market value of our stock held by non-affiliates was less than $700.0 million on the last day of our most recently completed second quarter, we are a "smaller reporting company" as defined under the Exchange Act.
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.
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 a competitive price, or at all.
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.
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.
However, our acquisitions and our ability to successfully integrate and operate the acquired properties are subject to the following significant risks: • we may acquire properties that are not accretive to our results upon acquisition; 9 Table of Contents • we may not successfully manage and lease newly acquired properties to meet our financial or strategic goals and realize the anticipated benefits; • we may have to spend more than budgeted to make necessary improvements to acquired properties and we may underestimate the repair, maintenance and capital expenses for the acquired properties; • we may not be able to obtain sufficient and economical insurance coverage for the acquired properties; • our cash flows from the acquired properties may be insufficient to meet the required principal and interest payments on the property-level financing, if any; • the integration of acquired properties into our existing portfolio may require significant expenses and time from our management team and may divert attention from other important areas of our business; • changing market and regulatory conditions, particularly those associated with the USPS, may result in higher-than-expected vacancy rates and lower than expected rental rates on newly acquired properties; and • we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties and liabilities incurred in the ordinary course of business.
However, our acquisitions and our ability to successfully integrate and operate the acquired properties are subject to the following significant risks: • we may acquire properties that are not accretive to our results upon acquisition; 10 Table of Contents • we may not successfully manage and lease newly acquired properties to meet our financial or strategic goals and realize the anticipated benefits; • we may have to spend more than budgeted to make necessary improvements to acquired properties and we may underestimate the repair, maintenance and capital expenses for the acquired properties; • we may not be able to obtain sufficient and economical insurance coverage for the acquired properties; • our cash flows from the acquired properties may be insufficient to meet the required principal and interest payments on the property-level financing, if any; • the integration of acquired properties into our existing portfolio may require significant expenses and time from our management team and may divert attention from other important areas of our business; • changing market and regulatory conditions, particularly those associated with the USPS, may result in higher-than-expected vacancy rates and lower than expected rental rates on newly acquired properties; and • we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties and liabilities incurred in the ordinary course of business.
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 23 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.
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 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.
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. 5 Table of Contents The following risk factors may adversely affect our overall business, financial condition, results of operations, cash flows and prospects; our ability to make distributions to our stockholders; our access to capital; or the market price of our Class A common stock, as further described in each risk factor below.
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. 6 Table of Contents The following risk factors may adversely affect our overall business, financial condition, results of operations, cash flows and prospects; our ability to make distributions to our stockholders; our access to capital; or the market price of our Class A common stock, as further described in each risk factor below.
If we are subject to below-market lease rates on a significant number of our properties, rental rates for our properties decrease, our existing tenants do not renew their leases or we do not sell vacated properties on favorable terms, 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. 10 Table of Contents We may incur significant maintenance, repair and capital expenses under our leases.
If we are subject to below-market lease rates on a significant number of our properties, rental rates for our properties decrease, our existing tenants do not renew their leases or we do not sell vacated properties on favorable terms, 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. 11 Table of Contents We may incur significant maintenance, repair and capital expenses under our leases.
If we are not able to offset any reduction in demand from the foregoing developments through repurposing space, property dispositions, or other means, the realization of any of the aforementioned risks could have a material adverse impact on our revenues, net operating income, results of operations, funds from operations, operating margins, occupancy, earnings per share, FFO per share, our overall business, and the market value of our common stock.
If we are not able to offset any reduction in demand from the foregoing developments through repurposing space, property dispositions, or other means, the realization of any of the aforementioned risks could have a material adverse impact on our revenues, net operating income, results of operations, funds from operations ("FFO"), adjusted funds from operations ("AFFO"), operating margins, occupancy, earnings per share, FFO per share, AFFO per share, our overall business, and the market value of our common stock.
Among the reasons that these individuals are important to our success is that each has a national or regional industry reputation that attracts business and investment opportunities and assists us in negotiations with investors, lenders, the USPS and owners of postal properties. If we lose their services, such relationships could diminish or be adversely affected. Our employment agreements with Messrs.
Among the reasons that these individuals are important to our success is that each has a national or regional industry reputation that attracts business and investment opportunities and assists us in negotiations with investors, lenders, the USPS and owners of postal properties. If we lose their services, such relationships could diminish or be adversely affected. Our employment arrangements with Messrs.
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 24 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.
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 • 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.
In addition, we will be subject to income tax at regular corporate rates to the extent that we 16 Table of Contents distribute less than 100% of our REIT taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary capital expenditures, from operating cash flow.
In addition, we will be subject to income tax at regular corporate rates to the extent that we 17 Table of Contents distribute less than 100% of our REIT taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary capital expenditures, from operating cash flow.
As a result, we could potentially incur material liability for these issues. 17 Table of Contents As the owner of the buildings on our properties, we could face liability for the presence of hazardous materials, such as asbestos, lead or underground storage tanks used to store petroleum products or other potentially hazardous or toxic substances, or other adverse conditions, such as poor indoor air quality, in our buildings.
As a result, we could potentially incur material liability for these issues. 18 Table of Contents As the owner of the buildings on our properties, we could face liability for the presence of hazardous materials, such as asbestos, lead or underground storage tanks used to store petroleum products or other potentially hazardous or toxic substances, or other adverse conditions, such as poor indoor air quality, in our buildings.
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. 12 Table of Contents We may be exposed to risks associated with property development and redevelopment.
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. 13 Table of Contents We may be exposed to risks associated with property development and redevelopment.
We cannot predict whether any currently contemplated reforms or any 6 Table of Contents reforms pursued by the U.S. federal government will ultimately take effect and, if so, how such reforms would specifically affect us. The USPS has a substantial amount of indebtedness and is subject to rising expenses.
We cannot predict whether any currently contemplated reforms or any 7 Table of Contents reforms pursued by the U.S. federal government will ultimately take effect and, if so, how such reforms would specifically affect us. The USPS has a substantial amount of indebtedness and is subject to rising expenses.
Should the impact of climate change be material in nature or occur for lengthy periods of time, our properties, operations or business would be adversely affected. 18 Table of Contents Our properties may be subject to impairment charges and we are subject to risks related to commercial real estate ownership that could reduce the value of our properties.
Should the impact of climate change be material in nature or occur for lengthy periods of time, our properties, operations or business would be adversely affected. 19 Table of Contents Our properties may be subject to impairment charges and we are subject to risks related to commercial real estate ownership that could reduce the value of our properties.
Such a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets. 13 Table of Contents Covenants in our debt instruments could adversely affect our financial condition. Our Credit Facilities and other debt instruments contain certain customary restrictions, requirements and other limitations on our ability to incur indebtedness.
Such a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets. 14 Table of Contents Covenants in our debt instruments could adversely affect our financial condition. Our Credit Facilities and other debt instruments contain certain customary restrictions, requirements and other limitations on our ability to incur indebtedness.
These restrictions could limit our ability to sell properties at a time, or on terms, that would be favorable absent such restrictions. 11 Table of Contents 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.
These restrictions could limit our ability to sell properties at a time, or on terms, that would be favorable absent such restrictions. 12 Table of Contents 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.
The market price of our Class A common stock could be subject to wide fluctuations in response to a number of factors, including: • our operating performance and the performance of other similar companies; • the operating performance of the USPS; • actual or anticipated differences in our operating results; • changes in our revenues or earnings estimates or recommendations by securities analysts; • publication of research reports about us or our industry by securities analysts; • additions and departures of key personnel; 32 Table of Contents • strategic decisions by us or our competitors, such as mergers and acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy; • the passage of legislation or other regulatory developments or executive policies that adversely affect us or our industry; • speculation in the press or investment community; • actions by institutional stockholders; • changes in accounting principles; • terrorist acts; • general market conditions, including factors unrelated to our performance; and • pandemics and epidemics, such as the COVID-19 pandemic, and the related governmental and economic responses thereto.
The market price of our Class A common stock could be subject to wide fluctuations in response to a number of factors, including: • our operating performance and the performance of other similar companies; • the operating performance of the USPS; • actual or anticipated differences in our operating results; • changes in our revenues or earnings estimates or recommendations by securities analysts; • publication of research reports about us or our industry by securities analysts; • additions and departures of key personnel; • strategic decisions by us or our competitors, such as mergers and acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy; • the passage of legislation or other regulatory developments or executive policies that adversely affect us or our industry; • speculation in the press or investment community; • actions by institutional stockholders; • changes in accounting principles; 33 Table of Contents • terrorist acts; • general market conditions, including factors unrelated to our performance; and • pandemics and epidemics, and the related governmental and economic responses thereto.
The partnership agreement provides that, in the event of a conflict between the interests of our Operating Partnership or any partner, on the one hand, and the separate interests of our company or our stockholders, on the other hand, we, in our capacity as the general partner of our Operating Partnership, are under no obligation not to give priority to the separate interests of our company or our stockholders, and that any action or failure to act on our part or on the part of our Board of Directors that gives priority to the separate interests of our company or our stockholders that does not result in a violation of the contract rights of the limited partners of the Operating Partnership under its partnership agreement does not violate the duty of loyalty that we, in our capacity as the general partner of our Operating Partnership, owe to the Operating Partnership and its partners.
The partnership agreement provides that, in the event of a conflict between the interests of our Operating Partnership or any partner, on the one hand, and the separate interests of our company or our stockholders, on the other hand, we, in our capacity as the general partner of our Operating Partnership, are under no obligation not to give priority to the separate interests of our company or our stockholders, and that any action or failure to act on our part or on the part of our Board of Directors that 23 Table of Contents gives priority to the separate interests of our company or our stockholders that does not result in a violation of the contract rights of the limited partners of the Operating Partnership under its partnership agreement does not violate the duty of loyalty that we, in our capacity as the general partner of our Operating Partnership, owe to the Operating Partnership and its partners.
We also continually evaluate 20 Table of Contents whether events or circumstances have occurred that indicate the remaining estimated useful lives of definite-lived intangible assets, excluding goodwill, and other long-lived assets may warrant revision or whether the remaining balance of such assets may not be recoverable.
We also continually evaluate 21 Table of Contents whether events or circumstances have occurred that indicate the remaining estimated useful lives of definite-lived intangible assets, excluding goodwill, and other long-lived assets may warrant revision or whether the remaining balance of such assets may not be recoverable.
In 19 Table of Contents 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.
In 20 Table of Contents 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.
Certain types of 15 Table of Contents losses, generally of a catastrophic nature, such as earthquakes, storms, hurricanes and floods, are often subject to material deductibles, may be uninsurable or are not economically insurable by us.
Certain types of 16 Table of Contents losses, generally of a catastrophic nature, such as earthquakes, storms, hurricanes and floods, are often subject to material deductibles, may be uninsurable or are not economically insurable by us.
If our or our tenants’ reputation is damaged, it could adversely affect our business, results of operations, financial condition or ability to attract the most highly qualified employees. We cannot assure shareholders of our ability to pay dividends in the future.
If our or our tenants’ reputation is damaged, it could adversely affect our business, results of operations, financial condition or ability to attract the most highly qualified employees. We cannot assure stockholders of our ability to pay dividends in the future.
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 32 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.
The USPS is also at risk of the adverse impact of another regional epidemic, global pandemic or other adverse public health developments in the future, such as those experienced during the COVID-19 pandemic, which could reduce demand for USPS properties and adversely affect our business, financial condition and results of operations.
The USPS is also at risk of the adverse impact of another regional epidemic, global pandemic or other adverse public health developments in the future, such as those experienced during the COVID-19 pandemic several years ago, which could reduce demand for USPS properties and adversely affect our business, financial condition and results of operations.
The USPS has also been exposed to rising commodity prices, primarily for diesel fuel, unleaded gasoline, and aircraft fuel for transportation of mail and natural gas and heating oil for its facilities.
The USPS has also been exposed to fluctuating commodity prices, primarily for diesel fuel, unleaded gasoline, and aircraft fuel for transportation of mail and natural gas and heating oil for its facilities.
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.
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 29 Table of Contents required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders.
Our REIT status depends upon various factual matters and circumstances that may not be entirely within our control. Moreover, our 26 Table of Contents qualification and taxation as a REIT depend upon our ability to meet on a continuing basis, through actual annual operating results, certain qualification tests set forth in the federal tax laws.
Our REIT status depends upon various factual matters and circumstances that may not be entirely within our control. Moreover, our qualification and taxation as a REIT depend upon our ability to meet on a continuing basis, through actual annual operating results, certain qualification tests set forth in the federal tax laws.
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. Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs.
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. Overall, no more than 20% (25% commencing in 2026) of the value of a REIT’s assets may consist of stock or securities of one or more TRSs.
In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by the securities of one or more TRSs.
In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% (25% commencing in 2026) of the value of our total assets can be represented by the securities of one or more TRSs.
Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel, particularly Messrs. Spodek, Garber and Klein who have extensive market knowledge and relationships and 14 Table of Contents exercise substantial influence over our acquisition, operational and financing activities.
Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel, particularly Messrs. Spodek, Garber and Bakke who have extensive market knowledge and relationships and 15 Table of Contents exercise substantial influence over our acquisition, operational and financing activities.
Changes to our policies with regards to the foregoing could materially adversely affect our financial condition, results of operations and cash flow. 25 Table of Contents Our rights and the rights of our stockholders to take action against our directors and officers are limited.
Changes to our policies with regards to the foregoing could materially adversely affect our financial condition, results of operations and cash flow. Our rights and the rights of our stockholders to take action against our directors and officers are limited.
The remainder of our investment in securities (other 27 Table of Contents than government securities, securities of TRSs and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.
The remainder of our investment in securities (other than government securities, securities of TRSs and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.
Spodek, Garber and Klein do not guarantee their continued employment with us. Many of our other senior executives also have extensive experience and strong reputations in the real estate industry, particularly in the postal real estate sector, which aid us in identifying opportunities, having opportunities brought to us and negotiating.
Spodek, Garber and Bakke do not guarantee their continued employment with us. Many of our other senior employees also have extensive experience and strong reputations in the real estate industry, particularly in the postal real estate sector, which aid us in identifying opportunities, having opportunities brought to us and negotiating.
There can be no assurance, however, that we will be able to comply with the 20% limitation discussed above or to avoid application of the 100% excise tax. You may be restricted from acquiring or transferring certain amounts of our Class A common stock.
There can be no assurance, however, that we will be able to comply with the 20% (25% commencing in 2026) limitation discussed above or to avoid application of the 100% excise tax. You may be restricted from acquiring or transferring certain amounts of our Class A common stock.
Spodek and his affiliates owned approximately 34.6% 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 10.7% beneficial economic interest in our Company on a fully diluted basis.
Spodek and his affiliates owned approximately 33.6% of the outstanding OP Units (including LTIP Units) that are not owned by us and approximately 3.4% of the outstanding shares of our Class A common stock and all of the Voting Equivalency stock, which together represent an approximate 9.9% beneficial economic interest in our Company on a fully diluted basis.
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 26, 2025, the leases at seven 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. • 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. • We may incur 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. • The increased use of artificial intelligence and automation activities by our USPS and non-postal tenants may affect our owned properties in currently unforeseen ways. • 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 and incorporating artificial intelligence into our business. • We may not be as successful as our competitors incorporating artificial intelligence into our business. • Use of social media may adversely impact our reputation and business. • Our ability to pay dividends in the future. 4 Table of Contents Risks Related to Our Organizational Structure • Mr.
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 24, 2026 , the leases at nine 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. • 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. • We may incur 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. • The increased use of artificial intelligence and automation activities by our USPS and non-postal tenants may affect our owned properties in currently unforeseen ways. • 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 and incorporating artificial intelligence into our business. • We may not be as successful as our competitors incorporating artificial intelligence into our business. • Use of social media may adversely impact our reputation and business. • Our ability to pay dividends in the future. 5 Table of Contents • The U.S. federal income tax treatment of the cash that we might receive from cash settlement of our forward equity sales agreements is unclear and could jeopardize our ability to meet REIT qualification requirements.
We cannot assure you that future dividends will be made or sustained or that our board of directors will not change our dividend policy in the future.
We cannot assure you that future dividends will 22 Table of Contents be made or sustained or that our board of directors will not change our dividend policy in the future.
We also rely on distributions from our Operating Partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our Operating Partnership.
We also 27 Table of Contents rely on distributions from our Operating Partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our Operating Partnership.
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 our equity issuance without stockholder approval. • Certain provisions of the Maryland General Corporation Law could inhibit changes of control. • Our choice of venue for certain types of actions and proceedings may limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. • 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. • Although we are no longer an “emerging growth company,” we are still a “smaller reporting company,” with reduced disclosure requirements. • 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. • We could increase our equity issuance without stockholder approval. • Certain provisions of the Maryland General Corporation Law could inhibit changes of control. • Our choice of venue for certain types of actions and proceedings may limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. • 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. • We are a “smaller reporting company,” with reduced disclosure requirements. • If there are deficiencies in our disclosure controls and procedures or internal control over financial reporting, we may be unable to accurately present our financial statements, which could materially and adversely affect us. • 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.
As of February 26, 2025, the leases at seven 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 24, 2026 , the leases at nine 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.
The extent to which the implementation of this Ten-Year Plan will affect our business, liquidity, financial condition and results of operations will depend on numerous factors that we may not be able to accurately predict or assess.
Whether continued implementation of the Ten-Year Plan will affect our business, liquidity, financial condition and results of operations will depend on numerous factors that we may not be able to accurately predict or assess.
Changes in federal, state, and local legislation and regulation based on concerns about climate change could result in increased capital expenditures on our properties (for example, to improve their energy efficiency and/or resistance to severe weather or limit greenhouse gas emissions) and administrative expenses (such as the climate change disclosure rules proposed by the SEC) without a corresponding increase in revenue, which may result in adverse impacts to our net income.
Changes in federal, state, and local legislation and regulation based on concerns about climate change could result in increased capital expenditures on our properties (for example, to improve their energy efficiency and/or resistance to severe weather or limit greenhouse gas emissions) and administrative expenses without a corresponding increase in revenue, which may result in adverse impacts to our net income.
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 routes.
The USPS has undertaken a number of operational reforms and cost reduction measures under its 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 routes.
Nevertheless, we have entered and may in the future enter into tax protection agreements to assist contributors of properties to our Operating Partnership in deferring the recognition of taxable gain as a result of and after any such contribution. Although we are no longer an “emerging growth company,” we are still a “smaller reporting company,” with reduced disclosure requirements.
Nevertheless, we have entered and may in the future enter into tax protection agreements to assist contributors of properties to our Operating Partnership in deferring the recognition of taxable gain as a result of and after any such contribution. We are a “smaller reporting company,” with reduced disclosure requirements.
We believe that the aggregate value of the stock and securities of our TRS will be less than 20% of the value of our total assets (including our TRS stock and securities).
We believe that the aggregate value of the stock and securities of our TRS will be less than 20% (25% commencing in 2026) of the value of our total assets (including our TRS stock and securities).
Tax rates could be changed in future legislation. If our Operating Partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences. We believe that our Operating Partnership has been and will be treated as a partnership for federal income tax purposes.
If our Operating Partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences. We believe that our Operating Partnership has been and will be treated as a partnership for federal income tax purposes.
Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, excluding net capital gains. No assurances can be given that our actual results of operations for any particular taxable year will satisfy such requirements.
Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deductions and excluding net capital gains. No assurances can be given that our actual results of operations for any particular taxable year will satisfy such requirements.
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.
In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies.
Any dividends or other distributions that we pay in the future will depend upon our actual results of operations, economic conditions, debt service 21 Table of Contents requirements, capital expenditures and other factors that could differ materially from our current expectations. We may also pay a portion of our dividends in common stock. Risks Related to Our Organizational Structure Mr.
Any dividends or other distributions that we pay in the future will depend upon our actual results of operations, economic conditions, debt service requirements, capital expenditures and other factors that could differ materially from our current expectations. We may also pay a portion of our dividends in common stock.
If the FFB elects not to purchase the USPS' notes, the USPS would need to issue and sell such notes potentially in the public or private debt markets to other parties or seek financing through other means. The NPA will expire on September 30, 2025.
If the FFB elects not to purchase the USPS' notes, the USPS would need to issue and sell such notes potentially in the public or private debt markets to other parties or seek financing through other means.
We also rely extensively on computer systems to process transactions and manage our business. We can provide no assurance that the data security measures designed to protect confidential information on our systems established by us and our service providers will be able to prevent unauthorized access to this personal information.
We can provide no assurance that the data security measures designed to protect confidential information on our systems established by us and our service providers will be able to prevent unauthorized access to this personal information.
As of February 26, 2025, approximately 22.0% 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 24, 2026 , approximately 21.2% 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.
We adopted this provision because Maryland judges have more experience in dealing with issues of Maryland corporate law than judges in any other state and we believe it makes it less likely that we will be forced to incur the expense of defending duplicative actions in multiple forums and less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce us into otherwise unjustified settlements.
We adopted this provision because Maryland judges have more experience in dealing with issues of Maryland corporate law than judges in any other state and we believe it makes it less likely that we will be forced to incur the expense of defending duplicative actions in multiple forums and less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce us into otherwise unjustified settlements. 25 Table of Contents Certain provisions in the partnership agreement of our Operating Partnership may delay or prevent unsolicited acquisitions of us.
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 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. 34 Table of Contents Third-party expectations relating to environmental, social and governance factors may impose additional costs and expose us to new risks.
Spodek and his affiliates held approximately 9.2% of the combined voting power of our outstanding shares of common stock as of February 26, 2025. 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 approximatel y 8.0% of the combined voting power of our outstanding shares of common stock as of February 24, 2026 . 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.
This would have a severe adverse effect on our business, financial condition and results of operations. Implementation of the Ten-Year Plan proposed by the USPS could have a material adverse effect on our operations, financial position and results of operations.
This would have a severe adverse effect on our business, financial condition and results of operations. Operational Decisions by the USPS could have a material adverse effect on our operations, financial position and results of operations.
("UPH"). • A sale of assets acquired as part of the merger between us and UPH within five years after the merger would result in corporate income tax. • The ability of our Board of Directors to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders. • 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. • We have restrictions on acquiring or transferring certain amounts of our Class A common stock. • Dividends payable by REITs generally do not qualify for the reduced tax rates on dividend income from regular corporations. • If our Operating Partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT. • To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions or on unfavorable terms at desired times. • Covenants in our debt instruments may restrict our ability to pay distributions. • New legislation or administrative or judicial action could adversely affect us or our stockholders.
Risks Related to Our Status as a REIT • Failure to remain qualified to be taxed as a REIT would cause us to be taxed as a regular corporation. • Failure to make required distributions would subject us to federal corporate income tax. • Complying with REIT requirements may cause us to forego certain opportunities or investments. • The prohibited transactions tax may limit our ability to dispose of our properties. • The ability of our Board of Directors to revoke our REIT election without stockholder approval may cause adverse consequences to our stockholders. • 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. • We have restrictions on acquiring or transferring certain amounts of our Class A common stock. • Dividends payable by REITs generally do not qualify for the reduced tax rates on dividend income from regular corporations. • If our Operating Partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify to be taxed as a REIT. • To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions or on unfavorable terms at desired times. • Covenants in our debt instruments may restrict our ability to pay distributions. • New legislation or administrative or judicial action could adversely affect us or our stockholders.
Specifically, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.
Specifically, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.
From time to time the Financial Accounting Standards Board and the SEC, which create and interpret appropriate accounting standards, may change the financial accounting and reporting standards or their interpretation and application of these standards that govern the preparation of our financial statements.
From time to time the Financial Accounting Standards Board and the SEC, which create and interpret appropriate accounting standards, may change the financial accounting and reporting standards or their interpretation and application of these standards that govern the preparation of our financial statements. These changes could have a material impact on our reported financial condition and results of operations.
As of February 26, 2025, the leases at seven of our properties, representing approximately 28,258 net leasable interior square feet, were expired and the USPS is occupying such properties as a holdover tenant.
As of February 24, 2026 , the leases at nine of our properties, representing approximately 29,000 net leasable interior square feet, were expired and the USPS is occupying such properties as a holdover tenant.
While it is currently unclear what, if any, potential DOGE or other reformations to federal government organization, processes and expenditures as it relates to the USPS will be implemented, 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. 7 Table of Contents The business and results of operations of the USPS are significantly affected by competition from both competitors in the delivery marketplace as well as substitute products and digital communication.
While DOGE was disbanded in November 2025, 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. 8 Table of Contents The business and results of operations of the USPS are significantly affected by competition from both competitors in the delivery marketplace as well as substitute products and digital communication.
Even if we qualify as a REIT, we may be subject to some U.S. federal, state and local income, property and excise taxes on our income or property, including tax on income from some activities conducted as a result of foreclosure, and state or local income, property and transfer taxes, and, in certain cases, a 100% penalty tax, in the event we sell property that we hold primarily for sale to customers in the ordinary course of business.
As a result of all these factors, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it would adversely affect the value of our Class A common stock. 28 Table of Contents Even if we qualify as a REIT, we may be subject to some U.S. federal, state and local income, property and excise taxes on our income or property, including tax on income from some activities conducted as a result of foreclosure, and state or local income, property and transfer taxes, and, in certain cases, a 100% penalty tax, in the event we sell property that we hold primarily for sale to customers in the ordinary course of business.
These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some of our stockholders might consider such proposals, if made, desirable.
Provisions in the partnership agreement of our Operating Partnership may delay, or make more difficult, unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some of our stockholders might consider such proposals, if made, desirable.
Although our Board of Directors has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our Class A common stock or that our stockholders otherwise believe to be in their best interests.
Although our Board of Directors has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our Class A common stock or that our stockholders otherwise believe to be in their best interests. 24 Table of Contents Certain provisions of the Maryland General Corporation Law could inhibit changes of control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our Class A common stock or that our stockholders otherwise believe to be in their best interests.
This as well as other restrictions on transferability and ownership will not apply, however, if our Board of Directors determines that it is no longer in our best interests to continue to qualify as a REIT. Dividends payable by REITs generally do not qualify for the reduced tax rates on dividend income from regular corporations.
This as well as other restrictions on transferability and ownership will not apply, however, if our Board of Directors determines that it is no longer in our best interests to continue to qualify as a REIT.
There can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time.
An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. There can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time.
Under agreements for our Credit Facilities or other borrowings, we may be subject to various financial covenants that may inhibit our ability to make distributions to our stockholders, which could restrict us from making sufficient distributions to maintain our REIT status. 30 Table of Contents New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could adversely affect us or our stockholders.
Under agreements for our Credit Facilities or other borrowings, we may be subject to various financial covenants that may inhibit our ability to make distributions to our stockholders, which could restrict us from making sufficient distributions to maintain our REIT status.
Additionally, we rely on third-party service providers in our conduct of day-to-day property management, leasing and other activities at our properties and we can provide no assurance that the networks and systems that our third-party vendors have established or used will be effective. 33 Table of Contents In the normal course of business, we and our service providers (including service providers engaged in providing property management, leasing, accounting and/or payroll services) collect and retain certain personal information provided by our tenants, employees and vendors.
Additionally, we rely on third-party service providers in our conduct of day-to-day property management, leasing and other activities at our properties and we can provide no assurance that the networks and systems that our third-party vendors have established or used will be effective.
Third-party expectations relating to environmental, social and governance factors may impose additional costs and expose us to new risks. Certain investors may use environmental, social and governance factors to guide their investment strategies and, in some cases, may choose not to invest in our securities if they believe our policies relating to corporate responsibility are inadequate.
Certain investors may use environmental, social and governance factors to guide their investment strategies and, in some cases, may choose not to invest in our securities if they believe our policies relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased in number, resulting in varied and in some cases inconsistent standards.
The USPS’ failure to implement the Ten-Year Plan or receive Congressional approval may affect its ability to maintain adequate liquidity to sustain its current operations, which may result in the USPS reducing its number of postal locations and adversely affecting our business and results of operations.
The USPS’ failure to implement the Ten-Year Plan or receive Congressional approval may affect its ability to maintain adequate liquidity to sustain its current operations, which may result in the USPS reducing its number of postal locations and adversely affecting our business and results of operations. 9 Table of Contents Because the USPS is an independent agency of the U.S. federal government, our properties may have a higher risk of terrorist attacks than similar properties leased to non-governmental tenants.
To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities or dispose of assets at inopportune times and/or on unfavorable terms, which could materially adversely affect our financial condition, results of operations and cash flow.
Also, the failure of our Operating Partnership or any subsidiary partnerships to qualify as a partnership could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us. 30 Table of Contents To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities or dispose of assets at inopportune times and/or on unfavorable terms, which could materially adversely affect our financial condition, results of operations and cash flow.
The federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time, which could affect the federal income tax treatment of an investment in us. The federal income tax rules dealing with REITs constantly are under review by persons involved in the legislative process, the IRS and the U.S.
New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could adversely affect us or our stockholders. The federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time, which could affect the federal income tax treatment of an investment in us.
Our Operating Partnership will not indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person’s right to indemnification under the partnership agreement) or if the person is found to be liable to our Operating Partnership on any portion of any claim in the action. 22 Table of Contents Our charter contains certain provisions restricting the ownership and transfer of our stock that may delay, defer or prevent a change of control transaction that might involve a premium price for our Class A common stock or that our stockholders otherwise believe to be in their best interests.
Our Operating Partnership will not indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person’s right to indemnification under the partnership agreement) or if the person is found to be liable to our Operating Partnership on any portion of any claim in the action.
Consequently, we may choose not to engage in certain sales of our properties or may conduct such sales through our TRS, which would be subject to federal and state income taxation. We could be affected by tax liabilities or earnings and profits of our predecessor.
Consequently, we may choose not to engage in certain sales of our properties or may conduct such sales through our TRS, which would be subject to federal and state income taxation. The ability of our Board of Directors to revoke our REIT election without stockholder approval may cause adverse consequences to our stockholders.
We could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting. Our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations.
Our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. There can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time.
Treasury Department, which could result in statutory changes as well as frequent revisions to regulations and interpretations. We and our stockholders could be adversely affected by any new federal income tax law, regulation or administrative interpretation. General Risk Factors An increase in market interest rates may have an adverse effect on the market price of our securities.
The federal income tax rules dealing with REITs constantly are under review by persons involved in the legislative process, the IRS and the U.S. Treasury Department, which could result in statutory changes as well as frequent revisions to regulations and interpretations. We and our stockholders could be adversely affected by any new federal income tax law, regulation or administrative interpretation.
Periodical advertising has also experienced a decline as a result of move to electronic media. The growth in the USPS’ competitive service volumes, such as Priority Mail, Priority Mail Express, First-Class Package Service, Parcel Select, Parcel Return Service and some types of International Mail, is largely attributable to certain of the USPS’ largest customers, including UPS, FedEx and Amazon.
The growth in the USPS’ competitive service volumes, such as Priority Mail, Priority Mail Express, First-Class Package Service, Parcel Select, Parcel Return Service and some types of International Mail, is largely attributable to certain of the USPS’ largest customers, including UPS, FedEx and Amazon, and more recently fueled by the expanding parcel market due to the ongoing e-commerce expansion, the demand for faster, more flexible delivery services, and by innovations in last-mile logistics.
We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies.
In addition, the criteria by which corporate responsibility practices are assessed are evolving, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies.
In recent years, each of these customers has been significantly expanding its own delivery capability that enables it to divert volume away from the USPS over time.
In recent years, the USPS' largest customers have been expanding their own delivery capabilities, which have enabled them to divert volume away from the USPS over time.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe and our MSP identify, assess and manage material cybersecurity threats and risks to our Information Systems and Sensitive Data through the following, among others: • a multidisciplinary team, including a dedicated technology committee (the “Technology Committee”) comprising members from senior management, asset management and accounting and legal functions, in conjunction with our MSP and other third-party service vendors, to identify, assess and manage cybersecurity threats and risks; • various internal processes and procedures to monitor and evaluate threat environment and our risk profile using methods such as manual and automated tools, subscribing to reports and services that identify and analyze cybersecurity threats, conducting scans of the threat environment, evaluating our industry’s risk profile, utilizing internal and external audits and conducting threat and vulnerability assessments; 34 Table of Contents • various technical, physical and organizational processes and policies to manage and mitigate material cybersecurity risks, such as risk assessments, incident detection and response, vulnerability management, disaster recovery and business continuity plans, internal controls within our accounting and financial reporting functions, encryption of data, network security controls, access controls, physical security, asset management, systems monitoring, vendor risk management program, employee training and penetration testing; and • working with third-party vendors from time to time that assist us to identify, assess and manage cybersecurity risks, such as professional services firms and penetration testing firms.
Biggest changeWe and our MSP identify, assess and manage material cybersecurity threats and risks to our Information Systems and Sensitive Data through the following, among others: • a multidisciplinary team, including a dedicated technology committee (the “Technology Committee”) comprising members from senior management, asset management and accounting and legal functions, in conjunction with our MSP and other third-party service vendors, to identify, assess and manage cybersecurity threats and risks; • various internal processes and procedures to monitor and evaluate threat environment and our risk profile using methods such as manual and automated tools, subscribing to reports and services that identify and analyze cybersecurity threats, conducting scans of the threat environment, evaluating our industry’s risk profile, utilizing internal and external audits and conducting threat and vulnerability assessments; • various technical, physical and organizational processes and policies to manage and mitigate material cybersecurity risks, such as risk assessments, incident detection and response, vulnerability management, disaster recovery and business continuity plans, internal controls within our accounting and financial reporting functions, encryption of data, network security controls, access controls, physical security, asset management, systems monitoring, vendor risk management program, employee training and penetration testing; and • working with third-party vendors from time to time that assist us to identify, assess and manage cybersecurity risks, such as professional services firms and penetration testing firms.
Our internal cybersecurity incident response processes are designed to escalate cybersecurity incidents to members of management depending on the circumstances and reporting to the Audit Committee for certain cybersecurity incidents, which also allows decisions regarding the public disclosure and reporting of such incidents to be made by management, the Audit Committee and the Board in a timely manner. 35 Table of Contents
Our internal cybersecurity incident response processes are designed to escalate cybersecurity incidents to members of management depending on the circumstances and reporting to the Audit Committee for certain cybersecurity incidents, which also allows decisions regarding the public disclosure and reporting of such incidents to be made by management, the Audit Committee and the Board in a timely manner.
Depending on the nature and risk profile of the services provided and the sensitivity of information processed, we may from time to time conduct a review of the cybersecurity practices of such vendor, contractually imposing obligations on the vendor and conducting periodic reassessments during their engagement.
Depending on the nature and risk profile of the services provided and the sensitivity of information processed, we may from time to time conduct a review of the cybersecurity practices of such vendor, contractually imposing obligations on the vendor and conducting periodic reassessments during their 35 Table of Contents engagement.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2024, we also managed 360 properties owned by our chief executive officer and his affiliates. Information regarding our properties as of December 31, 2024 are included in Item 15. “Exhibits and Financial Statement Schedules—Schedule III.
Biggest changeAs of December 31, 2025, we also managed 333 postal properties owned by our chief executive officer and his affiliates. 36 Table of Contents Information regarding our properties as of December 31, 2025 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.
The table below details scheduled lease expirations, as of December 31, 2024, for our properties for the periods indicated.
The table below details scheduled lease expirations, as of December 31, 2025, for our properties for the periods indicated.
(2) Includes approximately 164,247 of interior lease square footage occupied by month-to-month holdover leases or leases that expired during the year ended December 31, 2024. Holdover rent is typically paid as the greater of estimated market rent or the rent amount due under the expired lease.
(2) Includes approximately 8,646 of interior lease square footage occupied by month-to-month holdover leases or leases that expired during the year ended December 31, 2025. Holdover rent is typically paid as the greater of estimated market rent or the rent amount due under the expired lease.
ITEM 2. PROPERTIES As of December 31, 2024, we owned a portfolio of 1,703 properties located in 49 states and one territory, comprising approximately of 6.4 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, 2024.
ITEM 2. PROPERTIES As of December 31, 2025, we owned a portfolio of 1,917 properties located in 49 states and one territory, comprising approximately of 7.1 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, 2025.
Real Estate and Accumulated Depreciation” of this Annual Report on Form 10-K. 36 Table of Contents Scheduled Lease Expirations As of December 31, 2024, the weighted average remaining years to maturity pursuant to our leases with the USPS was approximately four years, with expirations through 2035, assuming tenants do not exercise any existing renewal, termination or purchase options.
Scheduled Lease Expirations As of December 31, 2025, the weighted average remaining years to maturity pursuant to our leases with the USPS was approximately four years, with expirations through 2038, assuming tenants do not exercise any existing renewal, termination or purchase options.
Removed
Number of Leases Expiring Total Lease Square Footage Annualized Lease Revenue (1) Year Amount % Amount % 2024 (2) 9 166,714 2.6 % $ 854,847 1.3 % 2025 234 632,008 9.8 % $ 7,160,770 10.5 % 2026 327 1,178,991 18.4 % $ 11,663,548 17.1 % 2027 460 1,462,512 22.8 % $ 15,444,195 22.8 % 2028 208 857,213 13.4 % $ 10,491,028 15.4 % 2029 152 606,954 9.5 % $ 7,687,053 11.3 % 2030 162 1,008,281 15.7 % $ 6,660,686 9.8 % 2031 26 78,766 1.2 % $ 839,861 1.2 % 2032 2 9,354 0.1 % $ 140,000 0.2 % 2033 1 7,512 0.1 % $ 130,742 0.2 % 2034 115 384,418 6.0 % $ 6,617,743 9.7 % 2035 9 26,564 0.4 % $ 358,890 0.5 % Totals 1,705 6,419,287 100.0 % $ 68,049,363 100.0 % Explanatory Notes : (1) Annualized contractual rent in effect on December 31, 2024 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 % 2026 (2) 260 1,020,593 14.5 % $ 9,938,401 11.9 % 2027 469 1,469,422 20.9 % $ 15,820,069 18.8 % 2028 243 874,958 12.4 % $ 11,526,336 13.8 % 2029 179 656,950 9.3 % $ 8,417,209 10.1 % 2030 202 1,179,723 16.7 % $ 9,911,018 11.8 % 2031 112 288,065 4.1 % $ 3,460,861 4.1 % 2032 30 110,500 1.6 % $ 2,821,251 3.4 % 2033 7 307,498 4.4 % $ 2,517,400 3.0 % 2034 129 484,234 6.9 % $ 8,917,587 10.7 % 2035 250 565,361 8.0 % $ 9,523,749 11.4 % 2036 38 87,257 1.2 % $ 824,942 1.0 % 2037 — — — % $ — — % 2038 1 852 — % $ 6,240 — % Totals 1,920 7,045,413 100.0 % $ 83,685,063 100.0 % Explanatory Notes : (1) Annualized contractual rent in effect on December 31, 2025 for all of our leases (including those accounted for as direct financing leases).

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans The information required by Item 5 is incorporated by reference to our Definitive Proxy Statement for our 2025 annual stockholders’ meeting. ITEM 6. RESERVED
Biggest changeAs of December 31, 2025, the dollar value of Class A common stock shares that remains available to be repurchased under the Share Repurchase Program is $25.0 million. 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 2026 annual stockholders’ meeting. ITEM 6. RESERVED
ITEM 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 26, 2025, there were 23,556,545 shares of Class A common stock issued and outstanding and five stockholders of record.
ITEM 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 24, 2026, there were 27,467,131 shares of Class A common stock issued and outstanding and five stockholders of record.
In addition, as of February 26, 2025, there were 27,206 shares of Voting Equivalency stock issued and outstanding and 6,685,791 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 24, 2026, there were 27,206 shares of Voting Equivalency stock issued and outstanding and 7,422,288 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.
No public trading market exists for such shares or units. We intend to continue to declare quarterly dividends on our Class A common stock.
No public trading market exists for such shares or units. We intend to continue to declare quarterly dividends on our Class A common stock. During the year ended December 31, 2025, we paid cash dividends of $0.97 per share.
Added
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities As disclosed in more detail in Item 7 below, during the three months ended December 31, 2025, no shares of our Class A common stock were repurchased pursuant to the Share Repurchase Program.

Item 7. Management's Discussion & Analysis

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

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Biggest change"Risk Factors—Risks Related to the USPS". 41 Table of Contents Results of Operations Comparison of the years ended December 31, 2024 and December 31, 2023 (Amounts in thousands) For the Year Ended December 31, 2024 2023 $ Change % Change Revenues Rental income $ 73,143 $ 60,970 $ 12,173 20.0 % Fee and other 3,229 2,742 487 17.8 % Total revenues 76,372 63,712 12,660 19.9 % Operating expenses Real estate taxes 9,850 8,549 1,301 15.2 % Property operating expenses 9,124 6,825 2,299 33.7 % General and administrative 16,008 14,654 1,354 9.2 % Casualty and impairment losses, net 404 — 404 N/A Depreciation and amortization 22,202 19,688 2,514 12.8 % Total operating expenses 57,588 49,716 7,872 15.8 % Gain on sale of real estate assets 2,393 — 2,393 N/A Income from operations 21,177 13,996 7,181 51.3 % Other income 21 679 (658) (96.9) % Interest expense, net Contractual interest expense (12,041) (9,339) (2,702) 28.9 % Write-off and amortization of deferred financing fees (746) (686) (60) 8.7 % Interest income 26 5 21 420.0 % Total interest expense, net (12,761) (10,020) (2,741) 27.4 % Income before income tax expense 8,437 4,655 3,782 81.2 % Income tax expense (116) (72) (44) 61.1 % Net income $ 8,321 $ 4,583 $ 3,738 81.6 % Revenues Rental income – Rental income includes net rental income as well as the recovery of certain operating costs and property taxes from tenants.
Biggest changeResults of Operations Comparison of the years ended December 31, 2025 and December 31, 2024 (Amounts in thousands) For the Year Ended December 31, 2025 2024 $ Change % Change Revenues Rental income $ 93,305 $ 73,143 $ 20,162 27.6 % Fee and other 2,518 3,229 (711) (22.0) % Total revenues 95,823 76,372 19,451 25.5 % Operating expenses Real estate taxes 11,326 9,850 1,476 15.0 % Property operating expenses 9,704 9,124 580 6.4 % General and administrative 17,192 16,008 1,184 7.4 % Casualty and impairment (gains) losses, net (775) 404 (1,179) (291.8) % Depreciation and amortization 23,989 22,202 1,787 8.0 % Total operating expenses 61,436 57,588 3,848 6.7 % (Loss) gain on sale of real estate assets (49) 2,393 (2,442) (102.0) % Income from operations 34,338 21,177 13,161 62.1 % Other income 30 21 9 42.9 % Interest expense, net Contractual interest expense (15,239) (12,041) (3,198) 26.6 % Write-off and amortization of deferred financing fees and amortization of debt discount (869) (746) (123) 16.5 % Loss on early extinguishment of debt (142) — (142) N/A Interest income 7 26 (19) (73.1) % Total interest expense, net (16,243) (12,761) (3,482) 27.3 % Income before income tax expense 18,125 8,437 9,688 114.8 % Income tax expense (27) (116) 89 (76.7) % Net income $ 18,098 $ 8,321 $ 9,777 117.5 % Revenues Rental income – Rental income includes net rental income as well as the recovery of certain operating costs and property taxes from tenants.
Cash flows from investing activities – Net cash used in investing activities of $79.1 million for the year ended December 31, 2024 primarily consisted of $84.8 million of acquisitions and capital improvements offset by $6.0 million in proceeds received from the sale of real estate assets.
Net cash used in investing activities of $79.1 million for the year ended December 31, 2024 primarily consisted of $84.8 million of acquisitions and capital improvements offset by $6.0 million in proceeds received from the sale of real estate assets.
Even though we qualify as a REIT for federal income tax purposes, we may still be subject to state and local taxes on our income and assets and to federal income and excise taxes on our undistributed income.
Even though we qualify to be taxed as a REIT for federal income tax purposes, we may still be subject to state and local taxes on our income and assets and to federal income and excise taxes on our undistributed income.
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, 2024 and 2023.
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, 2025 and 2024.
(8) In connection with the acquisition of two properties, the Company obtained seller financing secured by the properties in the amount of $1.4 million based on a fixed interest rate of 5.00% with interest-only payments through September 1, 2039.
(8) In connection with the acquisition of two properties, we obtained seller financing secured by the properties in the amount of $1.4 million based on a fixed interest rate of 5.00% with interest-only payments through September 1, 2039.
The Credit Facilities include an accordion feature which permit us to borrow up to an additional (i) $150.0 million under the Revolving Credit Facility and (ii) $50.0 million under the Term Loans, subject to customary terms and conditions.
The Credit Facilities include an accordion feature which permit us to borrow up to an additional (i) $150.0 million under the Revolving Credit Facility and (ii) $100.0 million under the Term Loans, subject to customary terms and conditions.
Contractual Obligations and Other Long-Term Liabilities The following table provides information with respect to our commitments as of December 31, 2024, including any guaranteed or minimum commitments under contractual obligations (in thousands).
Contractual Obligations and Other Long-Term Liabilities The following table provides information with respect to our commitments as of December 31, 2025, including any guaranteed or minimum commitments under contractual obligations (in thousands).
All real estate acquisitions in the periods presented qualified as asset acquisitions and, as such, acquisition-related fees and acquisition-related expenses related to these asset acquisitions are capitalized as part of the acquisition. 47 Table of Contents Investments in real estate generally include land, buildings, tenant improvements and identified intangible assets, such as in-place lease intangibles and above or below-market lease intangibles.
All real estate acquisitions in the periods presented qualified as asset acquisitions and, as such, acquisition-related fees and acquisition-related expenses related to these asset acquisitions are capitalized as part of the acquisition. Investments in real estate generally include land, buildings, tenant improvements and identified intangible assets, such as in-place lease intangibles and above or below-market lease intangibles.
We have also elected to be treated as a REIT under the Code beginning with our short taxable year ended December 31, 2019 and intend to continue to qualify as a REIT.
We have also elected to qualify to be taxed as a REIT under the Code beginning with our short taxable year ended December 31, 2019 and intend to continue to qualify to be taxed as a REIT.
The Credit Facilities also contain certain customary events of default, including the failure to make timely payments under the Credit Facilities, any event or condition that makes other material indebtedness due prior to its scheduled maturity, the failure to satisfy certain covenants and specified events of bankruptcy and insolvency.
The Credit Facilities also contain certain customary events of default, including the failure to make timely payments under the Credit Facilities, any event 44 Table of Contents or condition that makes other material indebtedness due prior to its scheduled maturity, the failure to satisfy certain covenants and specified events of bankruptcy and insolvency.
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 41 Table of Contents 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.
Our long-term liquidity requirements primarily consist of funds necessary for the repayment of debt at maturity, distributions to our limited partners and distributions to our stockholders required to qualify for REIT status, property 44 Table of Contents acquisitions and non-recurring capital improvements.
Our long-term liquidity requirements primarily consist of funds necessary for the repayment of debt at maturity, distributions to our limited partners and distributions to our stockholders required to qualify for REIT status, property acquisitions and non-recurring capital improvements.
The remainder of the increase of $2.0 million is related to expenses for repairs and maintenance and insurance, which increase is primarily due to the volume of our acquisitions.
The remainder of the increase of $0.4 million is related to expenses for repairs and maintenance and insurance, which increase is primarily due to the volume of our acquisitions.
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, 2024, we paid cash dividends of $0.96 per share.
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, 2025, we paid cash dividends of $0.97 per share.
Secured Borrowings as of December 31, 2024 As of December 31, 2024, we had approximately $34.3 million of secured borrowings outstanding, all of which are currently fixed-rate debt with a weighted average interest rate of 2.96% per annum.
Secured Borrowings as of December 31, 2025 As of December 31, 2025, we had approximately $34.2 million of secured borrowings outstanding, all of which are currently fixed-rate debt with a weighted average interest rate of 2.96% per annum.
As of December 31, 2024, properties leased to our tenants had an average remaining lease term of approximately four years.
As of December 31, 2025, properties leased to our tenants had an average remaining lease term of approximately four years.
The increase is due to the volume of our acquisitions and the execution of new leases with rental escalations, all of which have generated additional rental income and related changes in working capital.
The increase 43 Table of Contents is due to the volume of our acquisitions and the execution of new leases with rental escalations, all of which have generated additional rental income and related changes in working capital.
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.
The occurrence of a regional epidemic or a global 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.
Property management expenses are included within property operating expenses and increased by $0.3 million to $2.8 million for the year ended December 31, 2024 from $2.5 million for the year ended December 31, 2023.
Property management expenses are included within property operating expenses and increased by $0.2 million to $3.0 million for the year ended December 31, 2025 from $2.8 million for the year ended December 31, 2024.
As of December 31, 2024, we were in compliance with all of the Credit Facilities’ debt covenants.
As of December 31, 2025, we were in compliance with all of the Credit Facilities’ debt covenants.
As of February 26, 2025, no shares of our Class A common stock were repurchased pursuant to the Share Repurchase Program and the dollar value of Class A common stock shares that remained available to be repurchased under the Share Repurchase Program was $25.0 million.
As of February 24, 2026, no shares of our Class A common stock were repurchased pursuant to the Share Repurchase Program and the dollar value of Class A common stock shares that remained available to be repurchased under the Share Repurchase Program was $25.0 million.
Casualty and impairment losses, net – Casualty and impairment losses, net for the year ended December 31, 2024 was $0.4 million which primarily reflects a casualty loss for an asset damaged as a result of vandalism. No casualty and impairment losses, net occurred for the year ended December 31, 2023.
Casualty and impairment (gains) losses, net for the year ended December 31, 2024 was $0.4 million which primarily reflects a casualty loss for an asset damaged as a result of vandalism.
As of December 31, 2024, we had nine interest rate swaps with a total notional amount of $250.0 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.
As of December 31, 2025, we had eleven interest rate swaps with a total notional amount of $290.0 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.
Cash Flows Comparison of the year ended December 31, 2024 and the year ended December 31, 2023 We had $1.8 million of cash and $0.7 million of escrows and reserves as of December 31, 2024 compared to $2.2 million of cash and $0.6 million of escrows and reserves as of December 31, 2023.
Cash Flows Comparison of the year ended December 31, 2025 and the year ended December 31, 2024 We had $1.5 million of cash and $0.6 million of escrows and reserves as of December 31, 2025 compared to $1.8 million of cash and $0.7 million of escrows and reserves as of December 31, 2024.
As a result, among other consequences, the USPS is unable to fund its mandated expenses and continues to be subject to mandated payments to its retirement system and benefits.
As a result, among other consequences, the USPS is unable 39 Table of Contents to fund its mandated expenses and continues to be subject to mandated payments to its retirement system and benefits.
The following table sets forth information as of December 31, 2024 and 2023 with respect to our outstanding indebtedness (in thousands): Amount Outstanding as of December 31, 2024 Amount Outstanding as of December 31, 2023 Interest Rate as of December 31, 2024 Maturity Date Revolving Credit Facility (1) : Revolving Credit Facility $ 14,000 $ 9,000 SOFR+148 bps (2) January 2026 2021 Term Loan 75,000 75,000 SOFR+143 bps (2) January 2027 2022 Term Loan 175,000 125,000 SOFR+143 bps (2) February 2028 Secured Borrowings: Vision Bank (3) 1,409 1,409 3.69 % September 2041 First Oklahoma Bank (4) 299 316 3.63 % December 2037 Vision Bank – 2018 (5) 844 844 3.69 % September 2041 Seller Financing (6) 100 194 6.00 % January 2025 AIG (7) 30,225 30,225 2.80 % January 2031 Seller Financing - 2024 (8) 1,400 — 5.00 % September 2039 Total Principal $ 298,277 $ 241,988 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, 2025 and 2024 with respect to our outstanding indebtedness (in thousands): Amount Outstanding as of December 31, 2025 Amount Outstanding as of December 31, 2024 Interest Rate as of December 31, 2025 Maturity Date Revolving Credit Facility (1)(2)(3) $ 39,000 $ 14,000 SOFR+150 bps (2) November 2029 2030 Term Loan (formerly 2021 Term Loan )(2) 115,000 75,000 SOFR+145 bps (2) January 2030 2028 Term Loan (formerly 2022 Term Loan) 175,000 175,000 SOFR+145 bps (2) February 2028 Secured Borrowings: Vision Bank (3) 1,409 1,409 3.69 % September 2041 First Oklahoma Bank (4) 280 299 3.63 % December 2037 Vision Bank – 2018 (5) 844 844 3.69 % September 2041 Seller Financing (6) — 100 — % January 2025 AIG (7) 30,225 30,225 2.80 % January 2031 Seller Financing - 2024 (8) 1,400 1,400 5.00 % September 2039 Total Principal $ 363,158 $ 298,277 Explanatory Notes: (1) See above under "—Revolving Credit Facility and Term Loans" for details regarding the Credit Facilities.
Our Board of Directors oversees our business and affairs. 38 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.
ATM Program On November 4, 2022, we entered into separate open market sale agreements (the "Sale Agreements") for our at the market offering program with each of Jefferies LLC, BMO Capital Markets Corp., Janney Montgomery Scott LLC, Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc., as agents (the "ATM Program"), pursuant to which we may offer and sell shares of our Class A common stock having an aggregate sales price of up to $50.0 million.
We used two significant unobservable inputs which was the cash flow discount rate (11.0%) and the terminal capitalization rate (10.0%). The remeasurement resulted in an impairment loss of $0.1 million, which is included in "Casualty and impairment loss, net" in the Consolidated Statements of Operations and Comprehensive Income. No impairment was recorded during the year ended December 31, 2023.
We used two significant unobservable inputs which was the cash flow discount rate (11.0%) and the terminal capitalization rate (10.0%). The remeasurement resulted in an impairment loss of $0.1 million, which is included in "Casualty and impairment (gains) losses, net" in the Consolidated Statements of Operations and Comprehensive Income.
Lease Renewal As of February 26, 2025, the leases at seven of our properties, representing approximately 28,258 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”.
Lease Renewal As of February 24, 2026, the leases at nine of our properties, representing approximately 29,000 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”.
For additional information regarding the risks associated with the USPS, see Item 1A.
For additional information regarding the risks associated with the USPS, see Item 1A. "Risk Factors—Risks Related to the USPS".
Operating Expenses Real estate taxes – Real estate taxes increased by $1.3 million to $9.9 million for the year ended December 31, 2024 from $8.5 million for the year ended December 31, 2023, primarily due to the volume of our acquisitions. 42 Table of Contents Property operating expenses – Property operating expenses increased by $2.3 million to $9.1 million for the year ended December 31, 2024 from $6.8 million for the year ended December 31, 2023.
Operating Expenses Real estate taxes – Real estate taxes increased by $1.5 million to $11.3 million for the year ended December 31, 2025 from $9.9 million for the year ended December 31, 2024, primarily due to the volume of our acquisitions.
Depreciation and amortization – Depreciation and amortization expense increased by $2.5 million to $22.2 million for the year ended December 31, 2024 from $19.7 million for the year ended December 31, 2023, primarily due to the volume of our acquisitions.
Depreciation and amortization – Depreciation and amortization expense increased by $1.8 million to $24.0 million for the year ended December 31, 2025 from $22.2 million for the year ended December 31, 2024, primarily due to the volume of our acquisitions.
Cash flows from operating activities – Net cash provided by operating activities increased by $5.1 million to $33.5 million for the year ended December 31, 2024 compared to $28.4 million for the year ended December 31, 2023.
Cash flows from operating activities – Net cash provided by operating activities increased by $11.0 million to $44.5 million for the year ended December 31, 2025 compared to $33.5 million for the year ended December 31, 2024.
(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.
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.
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 39 Table of Contents the USPS.
Geopolitical and other economic factors have also created significant inflationary pressures resulting in higher compensation, benefits, transportation and fuel costs for the USPS.
Cash flows from financing activities – Net cash provided by financing activities decreased by $(0.3) million to $45.3 million for the year ended December 31, 2024 compared to $45.0 million for the year ended December 31, 2023.
Cash flows from financing activities – Net cash provided by financing activities increased by $33.4 million to $78.7 million for the year ended December 31, 2025 compared to $45.3 million for the year ended December 31, 2024.
As of December 31, 2024, we had $264.0 million of aggregate principal amount outstanding under our Credit Facilities, with $75.0 million drawn on the 2021 Term Loan, $175.0 million drawn on the 2022 Term Loan and $14.0 million drawn on the Revolving Credit Facility.
As of December 31, 2025, we had $329.0 million of aggregate principal amount outstanding under our Credit Facilities, with $175.0 million drawn on the 2028 Term Loan, $115.0 million drawn on the 2030 Term Loan and $39.0 million drawn on the Revolving Credit Facility.
Registrant Elections We are a “smaller reporting company” as defined in Regulation S-K under the Securities Act and have elected to take advantage of certain scaled disclosures available to smaller reporting companies.
For the year ended December 31, 2025, approximately 10.4% of our total rental income was concentrated in Pennsylvania. Registrant Elections We are a “smaller reporting company” as defined in Regulation S-K under the Securities Act and have elected to take advantage of certain scaled disclosures available to smaller reporting companies.
Equity-Based Compensation Expense All equity-based compensation expense is recognized in our Consolidated Statements of Operations and Comprehensive Income as components of general and administrative expense and property operating expenses.
Equity-Based Compensation Expense All equity-based compensation expense is recognized in our Consolidated Statements of Operations and Comprehensive Income as components of general and administrative expense and property operating expenses. We issue share-based awards to align our directors’ and employees’ interests with those of our investors.
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. As a result, if revenues decrease in the future, static operating costs may adversely affect our future cash flow and results of operations.
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.
We amortize on a non-cash basis the deferred financing costs associated with our debt to interest expense using the straight-line method, which approximates the effective interest rate method over the terms of the related loans.
We intend to use the Credit Facilities for working capital purposes, which may include repayment of mortgage indebtedness, property acquisitions and other general corporate purposes. We amortize on a non-cash basis the deferred financing costs associated with our debt to interest expense using the straight-line method, which approximates the effective interest rate method over the terms of the related loans.
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 a result, if revenues decrease in the future, static operating costs may adversely affect our future cash flow and results of operations. 40 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.
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.
Cash flows from investing activities – Net cash used in investing activities of $123.7 million for the year ended December 31, 2025 primarily consisted of $126.3 million of acquisitions and capital improvements offset by $3.0 million in proceeds received from the sale of real estate assets and property damage claims.
Fee and other - Fee and other revenue increased by $0.5 million to $3.2 million for the year ended December 31, 2024 from $2.7 million for the year ended December 31, 2023, primarily due to an increase in income received from advisory services and management fees.
Rental income increased by $20.2 million to $93.3 million for the year ended December 31, 2025 from $73.1 million for the year ended December 31, 2024, primarily due to the volume of our acquisitions and the execution of new leases with annual escalations. 42 Table of Contents Fee and other - Fee and other revenue decreased by $(0.7) million to $2.5 million for the year ended December 31, 2025 from $3.2 million for the year ended December 31, 2024, primarily due to a decrease in management fees and income received from advisory services.
New Accounting Pronouncements For a discussion of our adoption of new accounting pronouncements, please see Note 2.
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.
Subsequent to December 31, 2024, we sold one vacant property for a total sales price of approximately $0.8 million. Dividends Our Board of Directors approved and, on January 30, 2025, we declared a fourth quarter 2024 common stock dividend of $0.2425 per share which is payable on February 28, 2025 to stockholders of record on February 14, 2025.
Dividends Our Board of Directors approved and, on January 29, 2026, we declared a fourth quarter 2025 common stock dividend of $0.245 per share which is payable on February 27, 2026 to stockholders of record on February 13, 2026.
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 197 properties for approximately $90.8 million, excluding closing costs, during 2024 and 223 properties for approximately $78.0 million, excluding closing costs, during 2023.
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.
Total Interest Expense, Net During the year ended December 31, 2024, we incurred total interest expense, net of $12.8 million compared to $10.0 million for the year ended December 31, 2023. The increase in interest expense of $2.7 million was primarily due to additional borrowings under the Credit Facilities and increased interest rates.
Total Interest Expense, Net During the year ended December 31, 2025, we incurred total interest expense, net of $16.2 million compared to $12.8 million for the year ended December 31, 2024.
Payments Due by Period Contractual Obligations Total 2025 2026 to 2027 2028 to 2029 More than five years Credit Facilities $ 264,000 $ — $ 89,000 $ 175,000 $ — Principal payments on mortgage loans 34,277 118 1,409 1,628 31,122 Interest payments (1) 41,317 13,403 22,332 3,054 2,528 Operating lease obligations (2) 3,628 325 643 643 2,017 Total $ 343,222 $ 13,846 $ 113,384 $ 180,325 $ 35,667 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, 2024 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, 2024 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, 2024 with respect to their future interest payments. 46 Table of Contents (2) Operating lease obligations relate to three leases for our corporate headquarters and 10 ground leases at certain of our properties.
Payments Due by Period Contractual Obligations Total 2026 2027 to 2028 2029 to 2030 More than five years Credit Facilities $ 329,000 $ — $ 175,000 $ 154,000 $ — Principal payments on mortgage loans 34,158 637 1,583 1,694 30,244 Interest payments (1) 51,588 16,358 25,205 8,577 1,448 Operating lease obligations (2) 3,378 327 668 430 1,953 Total $ 418,124 $ 17,322 $ 202,456 $ 164,701 $ 33,645 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, 2025 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, 2025 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, 2025 with respect to their future interest payments.
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. On November 4, 2024, we entered into separate open market sales agreements with each of Mizuho Securities USA LLC (“Mizuho”) and M&T Securities, Inc.
On November 4, 2024, we entered into separate open market sale agreements for the ATM Program with each of Mizuho Securities USA LLC (“Mizuho”) and M&T Securities, Inc. (“M&T”), as additional sales agents and affiliates of Mizuho, as forward sellers.
As of December 31, 2024, we had approximately $93.7 million of availability remaining under the 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 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.
A majority of our leases provide for tenant reimbursement of real estate taxes and thus the tenant must reimburse us for real estate taxes. We believe that if inflation increases expenses over time, increases in lease renewal rates will materially offset such increase.
We believe that if inflation increases expenses over time, increases in lease renewal rates will materially offset such increase.
Summary of Significant Accountant Policies in the Notes to the Consolidated Financial Statements. 48 Table of Contents Inflation Because most of our leases provide for fixed annual rental payments without annual rent escalations, our rental revenues are fixed while our property operating expenses are subject to inflationary increases.
Inflation Because many of our leases provide for fixed annual rental payments without annual rent escalations, our rental revenues are fixed while our property operating expenses are subject to inflationary increases. A majority of our leases provide for tenant reimbursement of real estate taxes and thus the tenant must reimburse us for real estate taxes.
Geographic Concentration As of December 31, 2024, we owned a portfolio of 1,703 properties located in 49 states and one territory and leased primarily to the USPS. For the year ended December 31, 2024, approximately 11.9% 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 stockholders. Geographic Concentration As of December 31, 2025, we owned a portfolio of 1,917 properties located in 49 states and one territory and leased primarily to the USPS.
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, 2024, 1,420,791 shares were issued under the ATM Program, raising approximately $20.4 million in gross proceeds.
The agreements also provide that the Company may enter into one or more forward sale agreements under separate master forward confirmations and related supplemental confirmations with affiliates of certain agents. On August 8, 2023, we amended the ATM Program to increase the aggregate offering amount under the program to $150.0 million.
The decrease was primarily related to an increase in payments of dividends and distributions and a decrease in net proceeds from issuance of shares partially offset by an increase in borrowings from term loans and the Revolving Credit Facility during the year ended December 31, 2024. 43 Table of Contents Liquidity and Capital Resources We had approximately $1.8 million of cash and $0.7 million of escrows and reserves as of December 31, 2024.
This is offset by debt issuance costs on our Credit Facility and an increase in the payment of dividends and distributions for the year ended December 31, 2025. Liquidity and Capital Resources We had approximately $1.5 million of cash and $0.6 million of escrows and reserves as of December 31, 2025.
During the years ended December 31, 2024 and 2023, 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”).
During the years ended December 31, 2025 and 2024, we incurred $0.2 million and $0.3 million, respectively, of unused facility fees related to the Revolving Credit Facility. (2) The Revolving Credit Facility matures in November 2029 and the 2030 Term Loan matures in January 2030, each of which may be extended for one twelve-month period at the Company's sole option.
Subsequent Events 2025 Financing Activity As of the date of this report, we had $26.0 million drawn on the Revolving Credit Facility. 2025 Real Estate Transactions Subsequent to December 31, 2024, we have acquired 18 properties in individual or small portfolio transactions for approximately $8.4 million, excluding closing costs.
Subsequent Events 2026 Financing Activity As of the date of this report, we had $31.0 million drawn on the Revolving Credit Facility.
For the year ended December 31, 2024, we acquired 197 properties leased to the USPS for approximately $90.8 million, excluding closing costs. As of December 31, 2024, our portfolio consists of 1,703 owned properties, located in 49 states and one territory and comprising approximately 6.4 million net leasable interior square feet.
As of December 31, 2025, our portfolio consists of 1,917 owned properties, located in 49 states and one territory and comprising approximately 7.1 million net leasable interior square feet. 38 Table of Contents We are the sole general partner of our Operating Partnership through which our properties are directly or indirectly owned.
General and administrative – General and administrative expenses increased by $1.4 million to $16.0 million for the year ended December 31, 2024 from $14.7 million for the year ended December 31, 2023, 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 2023 and 2024.
General and administrative – General and administrative expenses increased by $1.2 million to $17.2 million for the year ended December 31, 2025 from $16.0 million for the year ended December 31, 2024, primarily due to an increase in public-company related costs, an increase in net compensation costs and the reclassification to compensation cost of the amount of dividends and distributions previously charged to retained earnings and noncontrolling interest related to awards that were forfeited.
We issue share-based awards to align our directors’ and employees’ interests with those of our investors. 40 Table of Contents 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").
Indebtedness and Interest Expense On August 9, 2021, we entered into a Credit Agreement, as amended from time-to-time (the "Prior Credit Facilities"), which included a (i) $150.0 million revolving credit facility, (ii) $75.0 million unsecured term loan and (iii) $175.0 million senior unsecured delayed draw term loan.
Rental income increased by $12.2 million to $73.1 million for the year ended December 31, 2024 from $61.0 million for the year ended December 31, 2023, primarily due to the volume of our acquisitions.
Property operating expenses – Property operating expenses increased by $0.6 million to $9.7 million for the year ended December 31, 2025 from $9.1 million for the year ended December 31, 2024.
Gain on sale of real estate assets Gain on sale of real estate assets includes the sale of two properties during the year ended December 31, 2024. No properties were sold during the year ended December 31, 2023. Other Income Other income primarily includes insurance recoveries related to property damage claims.
(Loss) gain on sale of real estate assets During the year ended December 31, 2025, the Company sold two real estate properties for net proceeds of $1.4 million and recorded a loss of $0.05 million. Gain on sale of real estate assets includes the sale of two properties during the year ended December 31, 2024.
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.
Revolving Credit Facility and Term Loans On August 9, 2021, we entered into the Prior Credit Facilities, which included a (i) $150.0 million Revolving Credit Facility, (ii) $75.0 million unsecured term loan and (iii) $175.0 million senior unsecured delayed draw term loan.
Removed
We are the sole general partner of our Operating Partnership through which our properties are directly or indirectly owned. As of February 26, 2025, we owned approximately 78.0% of our outstanding OP Units, including LTIP Units.
Added
For the year ended December 31, 2025, we acquired 216 properties leased to the USPS for approximately $123.1 million, excluding closing costs.
Removed
(“M&T”), as additional sales agents, Mizuho Markets Americas LLC, as additional forward purchaser, and Mizuho, as additional forward seller (in its capacity as agent for its affiliated forward purchaser).
Added
As of February 24, 2026 , we owned approximately 78.8% of our outstanding OP Units, including LTIP Units. Our Board of Directors oversees our business and affairs.
Removed
On November 4, 2024, we also amended the existing open market sale agreements to reflect the addition of Mizuho and M&T as sales agents, Mizuho Markets Americas LLC as forward purchaser and Mizuho as forward seller.
Added
During the year ended December 31, 2025, 3,154,321 shares were issued under the ATM Program, raising approximately $48.4 million in gross proceeds. As of December 31, 2025, we had approximately $45.3 million of availability remaining under the ATM Program.
Removed
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.
Added
Subsequent to the end of the year, on February 24, 2026 we amended the ATM Program to increase the aggregate amount under the program to $300.0 million. On February 24, 2026, we also entered into a separate open market sale agreements for the ATM Program (the "Additional Sale Agreements") with each of (i) J.P. Morgan Securities LLC (“J.P.
Removed
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.
Added
Morgan”) and Scotia Capital (USA) Inc. (“ScotiaBank”), as additional sales agents, (ii) JPMorgan Chase Bank, National Association, and The Bank of Nova Scotia, as additional forward purchasers and (iii) J.P. Morgan and ScotiaBank as additional forward sellers (in each case in its capacity as agent for its affiliated forward purchaser).
Removed
On December 6, 2022, we exercised $40.0 million of term loan accordion under the 2022 Term Loan.
Added
The Additional Sale Agreements also provide that, in addition to the issuance and sale of shares of our Class A common stock by us through J.P.
Removed
On July 24, 2023, we further amended the Credit Facilities (the "Second Amendment") to, among other things, add a daily simple SOFR-based option to the term SOFR-based floating interest rate option as a benchmark rate for borrowings under the Credit Facilities and exercised $35.0 million of accordion under the term loans.
Added
Morgan and ScotiaBank, we may also enter into one or more forward sale agreements under a master forward confirmation and related supplemental confirmations, each between us and JPMorgan Chase Bank, National Association and The Bank of Nova Scotia.
Removed
On October 25, 2024, we amended the Credit Facilities (the "Third Amendment") to, among other things, replace the Bank of Montreal with Truist Bank as the administrative agent, letter of credit issuer and swingline lender.
Added
On September 19, 2025 (the "CF Closing Date"), we amended and restated the Prior Credit Facilities in their entirety to provide for a (1) $150.0 million senior unsecured revolving credit facility (the "Revolving Credit Facility") and (2) $290.0 million term loan facility consisting of a (I) $175.0 million delayed drawn term loan (the "2028 Term Loan"), all of which was previously advanced to us under the Prior Credit Facilities and (II) $115.0 million senior unsecured term loan (the “2030 Term Loan,” and, collectively with the 2028 Term Loan, the "Term Loans").

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed3 unchanged
Biggest changeOf the $264.0 million variable-rate debt, $250.0 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, 2024, approximately $14.0 million of our indebtedness was variable-rate debt and approximately $284.3 million was fixed-rate debt.
Biggest changeOf the $329.0 million variable-rate debt, $290.0 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, 2025, approximately $39.0 million of our indebtedness was variable-rate debt and approximately $324.2 million was fixed-rate debt.
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.
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 $0.4 million on an annualized basis.
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. 49 Table of Contents POSTAL REALTY TRUST, INC.
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. 50 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, 2024, our indebtedness was approximately $298.3 million, consisting of approximately $264.0 million of variable-rate debt and approximately $34.3 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, 2025, our indebtedness was approximately $363.2 million, consisting of approximately $329.0 million of variable-rate debt and approximately $34.2 million of fixed-rate debt.

Other PSTL 10-K year-over-year comparisons