Broadstone Net Lease prices 12.65M-share stock offering

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.

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.

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, or 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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 is the total number of BNL shares involved in the August 2026 offering?

The total number of Broadstone Net Lease shares involved is 12,650,000. This includes the initial 11,000,000 shares plus the underwriters’ fully exercised option for 1,650,000 additional shares of common stock.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/10/2026 - 04:58 PM EDT Learn about SEC filing dates

false 0001424182 0001424182 2026-08-06 2026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026)

BROADSTONE NET LEASE, INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland		001-39529		26-1516177
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

207 High Point Drive Suite 300
Victor, New York		14564
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 585 287-6500

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00025 par value		BNL		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On August 6, 2026, Broadstone Net Lease, Inc. (the “Company”) and Broadstone Net Lease, LLC entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule 1 thereto (the “Underwriters”), Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, in their capacities as Forward Sellers (the “Forward Sellers”) and Morgan Stanley & Co. LLC and JPMorgan Chase Bank, National Association, in their capacities as Forward Purchasers (the “Forward Purchasers”), pursuant to which the Company agreed to sell 11,000,000 shares of the Company’s common stock, par value $0.00025 per share (“Common Stock”), at a public offering price of $20.50 per share (the “Offering”). In connection with the Offering, the Company granted the Underwriters an option to purchase up to an additional 1,650,000 shares of Common Stock, which was exercised in full on August 9, 2026. The Company will not initially receive any proceeds from the sale of shares of its Common Stock by the Forward Sellers. The Offering closed on August 10, 2026.

In connection with the Offering, the Company entered into forward sale agreements and amendments thereto (each, as amended, a “Forward Sale Agreement” and collectively, the “Forward Sale Agreements”) with each of the Forward Purchasers. In connection with the Forward Sale Agreements, the Forward Purchasers or their affiliates borrowed from third parties and sold to the Underwriters an aggregate of 12,650,000 shares of Common Stock in the Offering. The Company expects to physically settle the Forward Sale Agreements (by the delivery of shares of Common Stock) and receive proceeds from the sale of those shares upon one or more forward settlement dates, which shall occur no later than September 30, 2027. Although the Company expects to settle the Forward Sale Agreements entirely by the physical delivery of shares of Common Stock for cash proceeds, the Company may also elect to cash or net share settle all or a portion of its obligations under the Forward Sale Agreements, in which case the Company may receive, or the Company may owe, cash or shares of Common Stock from or to the Forward Purchasers. The Forward Sale Agreements provide for an initial forward sale price of $19.7825 per share, subject to certain adjustments pursuant to the terms of each of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.

The Offering described in this Current Report on Form 8-K was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-279115), which became effective upon filing with the Securities and Exchange Commission on May 3, 2024, as supplemented by the preliminary prospectus supplement, dated August 6, 2026, and the final prospectus supplement, dated August 6, 2026.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification of the Underwriters by the Company for certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The foregoing description of the terms of the Underwriting Agreement and Forward Sale Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement and Forward Sale Agreements, each of which is attached hereto as an exhibit and incorporated herein by reference.

The legality opinion of Ballard Spahr LLP is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated August 6, 2026, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as representatives of the several underwriters named in Schedule 1 thereto and the Forward Sellers and Forward Purchasers party thereto.
1.2		Forward Sale Agreement, dated August 6, 2026 between Broadstone Net Lease, Inc. and Morgan Stanley & Co. LLC.
1.3		Amendment to Forward Sale Agreement, dated August 9, 2026 between Broadstone Net Lease, Inc. and Morgan Stanley & Co. LLC.
1.4		Forward Sale Agreement, dated August 6, 2026 between Broadstone Net Lease, Inc. and JPMorgan Chase Bank, National Association.
1.5		Amendment to Forward Sale Agreement, dated August 9, 2026 between Broadstone Net Lease, Inc. and JPMorgan Chase Bank, National Association.
5.1		Opinion of Ballard Spahr LLP.
23.1		Consent of Ballard Spahr LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						BROADSTONE NET LEASE, INC.
Date: August 10, 2026				By:		/s/ John D. Callan
						Name: John D. Callan Title: Senior Vice President, General Counsel and Secretary

Filing Exhibits & Attachments

9 documents

Other Documents

• EX-1.1 EX-1.1 253.0 KB
• EX-1.2 EX-1.2 142.6 KB
• EX-1.3 EX-1.3 17.7 KB
• EX-1.4 EX-1.4 140.3 KB
• EX-1.5 EX-1.5 18.5 KB
• EX-5.1 EX-5.1 16.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB