Broadstone Net Lease (NYSE: BNL) CFO awarded shares, withholds stock for taxes

Rhea-AI Filing Summary

Broadstone Net Lease, Inc. reported that EVP, CFO & Treasurer Kevin Fennell received a grant of 55,778 shares of common stock on performance-based awards that covered a three-year period ending on February 28, 2026. These shares were issued upon determination that specified performance criteria tied to awards granted on February 28, 2023 were achieved.

On the same date, 28,475 shares were withheld by the company at a price of $18.97 per share to cover his tax obligations related to the vesting of equity under the 2020 Omnibus Equity and Incentive Plan. After these transactions, he held 220,036.11 shares of common stock directly, including 133,950 shares of unvested restricted stock.

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

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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^*

Fennell Kevin

(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)
	EVP, CFO & Treasurer

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		55,778(1)	A	$0	248,511.11(2)	D
Common Stock	03/12/2026		F		28,475(3)	D	$18.97	220,036.11(2)	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 133,950 shares of unvested restricted stock.

3. 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).
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FAQ

What insider transaction did BNL CFO Kevin Fennell report on March 12, 2026?

Kevin Fennell reported receiving 55,778 shares of Broadstone Net Lease common stock as a performance-based equity award. The shares were issued after achieving specified criteria over a three-year period ending February 28, 2026, tied to awards granted February 28, 2023.

How many BNL shares were withheld for Kevin Fennell’s taxes in this Form 4?

Broadstone Net Lease withheld 28,475 shares of common stock from Kevin Fennell at $18.97 per share. These shares covered his tax obligations arising from the vesting of equity granted under the company’s 2020 Omnibus Equity and Incentive Plan.

Is the BNL Form 4 transaction for Kevin Fennell an open-market sale or purchase?

The Form 4 shows no open-market buy or sell by Kevin Fennell. It records a stock award and shares withheld by the issuer solely to satisfy tax obligations related to vesting, rather than a discretionary market transaction.

How many Broadstone Net Lease shares does Kevin Fennell hold after these transactions?

After the reported transactions, Kevin Fennell directly holds 220,036.11 Broadstone Net Lease common shares. This amount includes 133,950 shares of unvested restricted stock, reflecting both vested holdings and ongoing long-term equity incentives tied to his role.

What performance period was tied to Kevin Fennell’s BNL stock award?

The 55,778-share award relates to a three-year performance period ending on February 28, 2026. The shares were issued after Broadstone Net Lease determined that specified performance criteria from awards granted on February 28, 2023 were achieved.

Which equity plan governed Kevin Fennell’s tax-withholding shares at Broadstone Net Lease?

The tax-withholding disposition of 28,475 shares was connected to vesting under Broadstone Net Lease’s 2020 Omnibus Equity and Incentive Plan. The company withheld these shares instead of cash to satisfy Kevin Fennell’s related tax obligations on the vested equity.