Pres., Treasurer & Secretary Garber Jeremy was granted 12,003 shares, converted options into 17,300 shares and covered exercise/tax liability with 12,025 shares, increasing direct ownership by 8% to 243,365 units (SEC Form 4)
$PSTL
Real Estate Investment Trusts
Real Estate
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Postal Realty Trust, Inc. [ PSTL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/29/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A common stock | 01/29/2026 | M | 17,300(1) | A | $0(2) | 243,387 | D | |||
| Class A common stock | 01/29/2026 | F | 6,761(3) | D | $17.67 | 236,626 | D | |||
| Class A common stock | 02/01/2026 | A | 12,003(4) | A | $0 | 248,629 | D | |||
| Class A common stock | 02/01/2026 | F | 5,264(5) | D | $18.23 | 243,365 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (6) | 01/29/2026 | M | 14,052 | (1) | (1) | Class A common stock | 14,052 | $0(1) | 36,568 | D | ||||
| LTIP Units(7)(8)(9) | (7) | 02/01/2026 | A | 91,288 | (8) | (7) | Class A common stock | 91,288 | $17.7136(10) | 309,176 | D | ||||
| Restricted Stock Units(11) | (12) | 02/01/2026 | A | 14,671 | (12) | (12) | Class A common stock | 14,671 | $0(12) | 51,239 | D | ||||
| Explanation of Responses: |
| 1. As previously reported, on February 2, 2023, the Reporting Person was granted 14,052 performance-based restricted stock units (the "2023 RSUs"), and, depending on the level of achievement of certain performance-based hurdles during the three-year performance period ended on December 31, 2025 (the "Measurement Period"), the actual number of 2023 RSUs earned could range from 0% to 200% of Target 2023 RSUs. On January 29, 2026, 17,300 2023 RSUs, equating to 123.1% of Target 2023 RSUs, vested based on the achievement of certain performance goals during the Measurement Period after the Corporate Governance and Compensation Committee of the Board of Directors of Postal Realty Trust, Inc. (the "Issuer") certified the Reporting Person's achievement relative to the applicable performance objectives during the Measurement Period and approved the vesting of the 2023 RSUs with respect to these shares. |
| 2. In accordance with the Issuer's 2019 Equity Incentive Plan, as amended (the "Plan"), the 2023 RSUs convert into the Issuer's Class A common stock on a one-for-one basis. |
| 3. Reflects shares of the Issuer's Class A common stock withheld to satisfy a tax withholding obligation in connection with the vesting of 2023 RSU's reported herein. |
| 4. Reflects a grant of restricted shares of the Issuer's Class A common stock that vest ratably on the first, second and third anniversaries of February 1, 2026, subject to the Reporting Person's continued service as an employee through the applicable vesting date. |
| 5. Reflects shares of the Issuer's Class A common stock withheld to satisfy a tax withholding obligation in connection with the vesting of restricted stock awards granted to the reporting person on January 31, 2023, February 12, 2024 and January 31, 2025. |
| 6. Each RSU represents a contingent right to receive shares of the Issuer's Class A common stock. |
| 7. Following the occurrence of certain events and upon vesting, the LTIP Units are convertible into an equivalent number of limited partnership units ("OP Units") of Postal Realty LP (the "Operating Partnership"). OP Units are redeemable by the Reporting Person for cash or, at the election of the Issuer, shares of Class A common stock of the Issuer on a one-for-one basis or the cash value of such shares. LTIP Units do not have expiration dates. |
| 8. Reflects LTIP Unit grants in lieu of cash compensation that vest on the eighth anniversary of February 1, 2026, subject to certain conditions. |
| 9. The LTIP Units are a class of limited partnership units of the Operating Partnership. |
| 10. The LTIP Units were granted in lieu of cash compensation. The price of the securities acquired by the Reporting Person is based on the volume weighted average price of the Issuer's Class A common stock for the 10 trading days immediately preceding February 1, 2026, which was $17.7136 |
| 11. The Reporting Person may earn between 0% and 200%, inclusive, of the Restricted Stock Units granted herein (the "2026 RSUs"). |
| 12. The 2026 RSUs are market-based awards that are subject to, and will vest upon, achievement of certain performance-based hurdles and continued employment with the Issuer during the three-year performance period ending on December 31, 2028. Upon vesting, the 2026 RSUs that vest will be settled in shares of the Issuer's Class A common stock and the Reporting Person will be entitled to receive the distributions that would have been paid with respect to each share of the Issuer's Class A common stock received upon settlement on or after the date the 2026 RSUs were initially granted. |
| Remarks: |
| /s/ Joseph Antignani, attorney-in-fact | 02/02/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||