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Broadstone Net Lease (BNL) CEO awarded shares, withholds stock to pay taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Broadstone Net Lease, Inc. CEO John David Moragne reported equity compensation and related tax withholding in company stock. He received a grant of 148,741 shares of common stock at no cash cost, issued after achieving performance goals for a three-year period ending February 28, 2026.

To cover tax obligations from vesting under the 2020 Omnibus Equity and Incentive Plan, 75,933 shares were withheld by the company at a price of $18.97 per share. After these transactions, he directly holds 576,550 shares of common stock, including 337,517 unvested restricted shares that are held jointly with his spouse with shared voting and investment power.

Positive

  • None.

Negative

  • None.

Insights

CEO equity grant paired with routine tax withholding in shares.

The CEO of Broadstone Net Lease received 148,741 common shares as a performance-based equity award, reflecting achievement of specified criteria for a three-year performance period. This is compensation, not an open-market purchase, and does not involve cash paid by the executive.

The company withheld 75,933 shares at $18.97 per share to satisfy tax obligations tied to vesting, a common mechanism that avoids a separate cash payment. Following these actions, the CEO holds 576,550 shares, including 337,517 unvested restricted shares, so the net position remains sizable and the transactions appear routine.

Insider Moragne John David
Role CEO
Type Security Shares Price Value
Grant/Award Common Stock 148,741 $0.00 --
Tax Withholding Common Stock 75,933 $18.97 $1.44M
Holdings After Transaction: Common Stock — 652,483 shares (Direct)
Footnotes (1)
  1. Represents shares issued upon the determination of achievement of specified criteria in the three year performance period that ended on February 28, 2026 pursuant to performance-based awards granted on February 28, 2023. This amount includes 337,517 shares of unvested restricted stock. The reported shares are owned jointly with the reporting person's spouse, with respect to which the reporting person shares voting and investment power. Represents shares withheld by the issuer to cover tax obligations of the reporting person in connection with the vesting of shares awarded pursuant to the Company's 2020 Omnibus Equity and Incentive Plan.
SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Moragne John David

(Last) (First) (Middle)
207 HIGH POINT DRIVE, SUITE 300

(Street)
VICTOR NY 14564

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Broadstone Net Lease, Inc. [ BNL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 03/12/2026 A 148,741(1) A $0 652,483(2)(3) D
Common Stock 03/12/2026 F 75,933(4) D $18.97 576,550(2)(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Explanation of Responses:
1. Represents shares issued upon the determination of achievement of specified criteria in the three year performance period that ended on February 28, 2026 pursuant to performance-based awards granted on February 28, 2023.
2. This amount includes 337,517 shares of unvested restricted stock.
3. The reported shares are owned jointly with the reporting person's spouse, with respect to which the reporting person shares voting and investment power.
4. Represents shares withheld by the issuer to cover tax obligations of the reporting person in connection with the vesting of shares awarded pursuant to the Company's 2020 Omnibus Equity and Incentive Plan.
Remarks:
/s/ John D. Callan, Jr., as Attorney-in-Fact 03/16/2026
** 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.

FAQ

What did BNL CEO John David Moragne report in this Form 4?

John David Moragne reported a performance-based stock grant of 148,741 Broadstone Net Lease common shares and a related tax-withholding disposition of 75,933 shares. These transactions reflect equity compensation and tax payments rather than open-market buying or selling activity.

How many Broadstone Net Lease (BNL) shares does the CEO hold after these transactions?

After the transactions, the CEO directly holds 576,550 Broadstone Net Lease common shares. This total includes 337,517 unvested restricted shares and is reported as jointly owned with his spouse, with shared voting and investment power over the stock position.

Was the BNL CEO stock transaction a market sale or purchase?

The filing shows no open-market purchase or sale by the BNL CEO. Instead, he received a stock grant and had 75,933 shares withheld by the company at $18.97 per share to cover tax obligations arising from equity vesting under a company incentive plan.

What triggered the 148,741-share award to Broadstone Net Lease’s CEO?

The 148,741-share award was issued after determining achievement of specified performance criteria over a three-year period ending February 28, 2026. It relates to performance-based awards originally granted on February 28, 2023 under the company’s equity and incentive compensation framework.

Why were 75,933 BNL shares withheld from the CEO’s award?

Broadstone Net Lease withheld 75,933 shares from the CEO to satisfy his tax obligations tied to vesting of equity awards. The withholding was priced at $18.97 per share and represents a non-market disposition used to pay taxes due on the compensation event.