Broadstone Net Lease (BNL) SVP awarded 12,397 shares, 4,470 withheld for tax

Rhea-AI Filing Summary

Broadstone Net Lease, Inc. senior vice president Michael B. Caruso reported equity compensation tied to long-term performance. He received 12,397 shares of common stock at no cost upon achieving specified criteria for a three-year performance period that ended on February 28, 2026, from awards granted on February 28, 2023.

To cover related tax obligations, the company withheld 4,470 shares valued at $18.97 per share, treated as a disposition but not an open-market sale. After these transactions, Caruso directly holds 112,947 shares of common stock, which includes 69,293 shares of unvested restricted stock, reflecting a substantial ongoing equity stake aligned with company performance.

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^*

Caruso Michael B.

(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)
	SVP, Underwriting & Strategy

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		12,397(1)	A	$0	117,417(2)	D
Common Stock	03/12/2026		F		4,470(3)	D	$18.97	112,947(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 69,293 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Broadstone Net Lease (BNL) executive Michael Caruso report on this Form 4?

Michael B. Caruso reported a performance-based stock award and related tax withholding. He received 12,397 Broadstone Net Lease common shares at no cost, with 4,470 shares withheld by the company to satisfy tax obligations tied to the vesting event.

How many Broadstone Net Lease (BNL) shares did Michael Caruso receive and at what cost?

Caruso received 12,397 shares of Broadstone Net Lease common stock at a price of $0.00 per share. These shares were issued after achievement of specified criteria in a three-year performance period ending February 28, 2026, from awards granted in 2023.

Why were 4,470 Broadstone Net Lease (BNL) shares disposed of in Michael Caruso’s Form 4?

The 4,470 shares were withheld by Broadstone Net Lease to cover Caruso’s tax obligations triggered by vesting. This F-code transaction is a tax-withholding disposition under the company’s 2020 Omnibus Equity and Incentive Plan, not an open-market sale of shares.

What is Michael Caruso’s total Broadstone Net Lease (BNL) shareholding after these transactions?

Following the reported grant and tax withholding, Caruso directly holds 112,947 shares of Broadstone Net Lease common stock. This amount includes 69,293 shares of unvested restricted stock, indicating a meaningful ongoing equity position tied to future service and performance.

How were Michael Caruso’s performance-based Broadstone Net Lease (BNL) awards structured?

The shares were issued upon determination of achieving specified criteria over a three-year period ending February 28, 2026. They relate to performance-based awards originally granted on February 28, 2023, rewarding longer-term performance rather than short-term results or open-market purchases.

Is Michael Caruso’s Form 4 transaction a market buy or sell of Broadstone Net Lease (BNL) shares?

No, the filing reflects equity compensation and tax withholding, not market trading. Caruso received 12,397 shares as a performance-based award, while 4,470 shares were withheld by the issuer to satisfy tax liabilities arising from the vesting of those awards.