Broadstone Net Lease (NYSE: BNL) uses forward sale for 12.65M-share offering
Rhea-AI Filing Summary
Broadstone Net Lease, Inc. entered into an Underwriting Agreement on August 6, 2026 to offer 11,000,000 shares of common stock at a public offering price of $20.50 per share. The underwriters’ option to purchase up to an additional 1,650,000 shares was exercised in full on August 9, 2026, bringing the total shares sold in the offering to 12,650,000. The offering closed on August 10, 2026.
In connection with this offering, the company entered into Forward Sale Agreements with Morgan Stanley & Co. LLC and JPMorgan Chase Bank, National Association, under which the Forward Purchasers or their affiliates borrowed and sold the 12,650,000 shares to the underwriters. The company will not initially receive proceeds from these sales. The Forward Sale Agreements provide an initial forward sale price of $19.7825 per share and are expected to be physically settled in cash for shares delivered by September 30, 2027, though the company may elect cash or net share settlement, which could result in the company receiving or owing cash or shares.
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Base shares offered: 11,000,000 shares
Underwriters’ option shares: 1,650,000 shares
Total shares in offering: 12,650,000 shares
+4 more
7 metrics
Base shares offered
11,000,000 shares
Common stock sold at $20.50 per share under the August 6, 2026 Underwriting Agreement
Underwriters’ option shares
1,650,000 shares
Additional common shares; option exercised in full on August 9, 2026
Total shares in offering
12,650,000 shares
Aggregate common stock borrowed and sold by Forward Purchasers or affiliates to underwriters
Public offering price
$20.50 per share
Price to the public for the common stock offering
Initial forward sale price
$19.7825 per share
Initial price under the Forward Sale Agreements, subject to adjustment
Forward settlement deadline
September 30, 2027
Latest date by which the Forward Sale Agreements are expected to be settled
Shelf registration file number
333-279115
Form S-3 shelf registration statement effective May 3, 2024
Key Terms
Underwriting Agreement, Forward Sale Agreement, Forward Sellers, Forward Purchasers, +2 more
6 terms
Underwriting Agreement financial
"entered into an Underwriting Agreement with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Forward Sale Agreement financial
"entered into forward sale agreements and amendments thereto (each, as amended, a “Forward Sale Agreement”)"
A forward sale agreement is a contract where a holder of securities or assets agrees to sell them at a fixed price on a specific future date, like a farmer locking in a price for next season’s crop. For investors this matters because it creates predictable future cash or supply and reduces price uncertainty, but it can limit upside if prices rise and introduces risk if the other party fails to deliver or payment affects shareholder value through dilution or financing choices.
Forward Sellers financial
"Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, in their capacities as Forward Sellers"
Forward sellers are individuals or entities that agree to sell an asset at a predetermined price on a future date. This arrangement allows them to lock in a price now, regardless of how market values change later. For investors, forward sellers can help manage risk or plan for future needs, but they also face the possibility of missing out on potential price increases.
Forward Purchasers financial
"Morgan Stanley & Co. LLC and JPMorgan Chase Bank, National Association, in their capacities as Forward Purchasers"
Forward purchasers are investors or firms who agree ahead of time to buy a specific number of securities or assets at a set price on a future date, similar to placing a pre-order for a product that will ship later. They matter to investors because these commitments provide predictable demand and funding for the issuer, but they can also affect share supply and pricing when the agreed sales are fulfilled, influencing market value and dilution risk.
shelf registration statement regulatory
"made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-279115)"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"as supplemented by the preliminary prospectus supplement, dated August 6, 2026, and the final prospectus supplement"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
FAQ
What stock offering did Broadstone Net Lease (BNL) announce on August 6, 2026?
Broadstone Net Lease agreed to sell 11,000,000 shares of common stock at a public offering price of $20.50 per share. Underwriters later exercised an option for an additional 1,650,000 shares, bringing the total to 12,650,000 shares.
What forward sale price was set in Broadstone Net Lease’s August 2026 Forward Sale Agreements?
The Forward Sale Agreements specify an initial forward sale price of $19.7825 per share. This price is subject to adjustments under the agreement terms and applies to the 12,650,000 shares sold through the forward structure.
When does Broadstone Net Lease (BNL) expect to settle the Forward Sale Agreements?
Broadstone Net Lease expects to physically settle the Forward Sale Agreements by delivering shares and receiving cash proceeds by September 30, 2027. The company may alternatively elect cash or net share settlement for all or part of the agreements.
Does Broadstone Net Lease receive cash proceeds at closing of the August 2026 offering?
Broadstone Net Lease will not initially receive proceeds from shares sold by the Forward Sellers. The company expects to receive cash proceeds later upon settlement of the Forward Sale Agreements, which may be physical, cash, or net share settlement.
Under what registration statement was Broadstone Net Lease’s August 2026 offering made?
The offering was made under Broadstone Net Lease’s shelf registration statement on Form S-3 (File No. 333-279115). This statement became effective upon filing with the SEC on May 3, 2024 and was supplemented by August 6, 2026 prospectus supplements.
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