Postal Realty Trust (PSTL) investors approve ESPP share boost and elect directors

Rhea-AI Filing Summary

Postal Realty Trust, Inc. held its 2026 Annual Meeting of Stockholders, where all proposals were approved. Stockholders approved Amendment No. 1 to the 2019 Employee Stock Purchase Plan, increasing the Class A common stock authorized under the plan by 100,000 shares to 200,000 shares.

Five directors were elected to serve until the 2027 Annual Meeting, including Patrick R. Donahoe and Andrew Spodek, each receiving over 18.2 million votes for. Stockholders also ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.

In advisory votes, stockholders approved the compensation of named executive officers and the ESPP Amendment, both with more than 18.0 million votes in favor, with broker non-votes of 5,237,135 reported on these items.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ESPP share increase: 100,000 shares Total ESPP pool: 200,000 shares Votes for ESPP Amendment: 18,416,454 votes +5 more

8 metrics

ESPP share increase 100,000 shares Additional Class A common stock authorized under ESPP Amendment

Total ESPP pool 200,000 shares Class A common stock authorized for issuance under 2019 ESPP after amendment

Votes for ESPP Amendment 18,416,454 votes Stockholder approval of ESPP Amendment at 2026 Annual Meeting

Broker non-votes on ESPP 5,237,135 votes Broker non-votes reported on ESPP Amendment proposal

Auditor ratification votes for 24,048,377 votes Votes for ratifying Deloitte & Touche LLP for 2026

Say-on-pay votes for 18,086,794 votes Advisory approval of named executive officer compensation

Votes for Patrick R. Donahoe 18,299,599 votes Director election at 2026 Annual Meeting

Votes for Andrew Spodek 18,301,120 votes Director election at 2026 Annual Meeting

Key Terms

Employee Stock Purchase Plan, broker non-votes, independent registered public accounting firm, advisory vote on executive compensation, +2 more

6 terms

Employee Stock Purchase Plan financial

"the Company’s 2019 Employee Stock Purchase Plan (the “ESPP”)"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

broker non-votes financial

"Votes For | | Votes Against | | Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote on executive compensation financial

"An advisory vote on executive compensation; and"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”)"

ESPP Amendment financial

"Amendment No. 1 (the “ESPP Amendment”) to the Company’s 2019 Employee Stock Purchase Plan"

Understanding 8-K Material Events →

0001759774False00017597742026-05-152026-05-15

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): May 15, 2026

POSTAL REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-38903

83-2586114

(State or other jurisdiction of Incorporation or organization)

Commission File Number

(I.R.S. Employer Identification No.)

75 Columbia Avenue

Cedarhurst, NY 11516

(Address of principal executive offices and zip code)

(516) 295-7820

(Registrant’s telephone number)

Not Applicable

(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 (see General Instruction A.2. below):

☐			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

Class A Common Stock, par value $0.01 per share

PSTL

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On Friday, May 15, 2026, Postal Realty Trust, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). As described below in Item 5.07 of this Current Report on Form 8-K, at the 2026 Annual Meeting, the Company’s stockholders voted to approve Amendment No. 1 (the “ESPP Amendment”) to the Company’s 2019 Employee Stock Purchase Plan (the “ESPP”). The ESPP Amendment increases the number of shares of the Company’s Class A common stock authorized for issuance under the ESPP by 100,000 shares to 200,000 shares. The foregoing summary of the ESPP Amendment is qualified in its entirety by reference to the full text of the ESPP Amendment, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The proposals considered and approved by stockholders at the 2026 Annual Meeting were the following:

•The election of five directors nominated by the Company’s Board of Directors, each to serve until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies;

•The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

•An advisory vote on executive compensation; and    

•A vote to approve the ESPP Amendment.

Election of Directors

Each of the individuals listed below was duly elected as a director of the Company to serve until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies. Set forth below are the results of the vote for the election of directors:

Name						Votes For						Withheld						Broker Non-Votes
Patrick R. Donahoe						18,299,599						646,633						5,237,135
Barry Lefkowitz						13,785,823						5,160,409						5,237,135
Jane Gural-Senders						13,770,053						5,176,179						5,237,135
Anton Feingold						12,329,232						6,617,000						5,237,135
Andrew Spodek						18,301,120						645,112						5,237,135

Ratification of Independent Registered Public Accounting Firm

A proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved at the 2026 Annual Meeting. Set forth below are the results of the vote for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm:

Votes For						Votes Against						Abstentions
24,048,377						32,943						102,047

Advisory Vote on Executive Compensation

Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the Proxy Statement. The results of the vote were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
18,086,794						713,474						145,964						5,237,135

Approval of ESPP Amendment

The stockholders approved the ESPP Amendment. The results of the vote were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
18,416,454						424,909						104,869						5,237,135

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Document
10.1*						Amendment No. 1 to the Postal Realty Trust, Inc. 2019 Employee Stock Purchase Plan.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

SIGNATURE

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 hereunto duly authorized.

Date: May 19, 2026

			POSTAL REALTY TRUST, INC.
			By:			/s/ Jeremy Garber
						Name: Jeremy Garber
						Title: President, Treasurer & Secretary

FAQ

What did Postal Realty Trust (PSTL) stockholders approve at the 2026 Annual Meeting?

Stockholders approved all proposals, including director elections, auditor ratification, executive pay, and an ESPP amendment. These actions maintain board composition, confirm Deloitte & Touche LLP as auditor, and expand shares available under the 2019 Employee Stock Purchase Plan.

How did Postal Realty Trust (PSTL) change its Employee Stock Purchase Plan?

The company approved Amendment No. 1 to its 2019 Employee Stock Purchase Plan. The amendment increases Class A common stock authorized for issuance under the plan by 100,000 shares, bringing the total ESPP pool to 200,000 shares available for eligible employees.

Which directors were elected at Postal Realty Trust’s 2026 meeting and how strong was support?

Five directors were elected: Patrick R. Donahoe, Barry Lefkowitz, Jane Gural-Senders, Anton Feingold, and Andrew Spodek. Donahoe and Spodek each received more than 18.29 million votes for, with relatively low withheld votes, indicating broad stockholder support.

Did Postal Realty Trust (PSTL) stockholders ratify Deloitte & Touche LLP as auditor?

Yes, stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026. The proposal received 24,048,377 votes for, 32,943 votes against, and 102,047 abstentions, indicating strong overall approval.

How did Postal Realty Trust stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of named executive officers. The vote totals were 18,086,794 for, 713,474 against, and 145,964 abstentions, with 5,237,135 broker non-votes, reflecting majority support for the company’s executive pay practices.

What were the voting results on the ESPP Amendment for Postal Realty Trust (PSTL)?

The ESPP Amendment was approved with 18,416,454 votes for, 424,909 votes against, and 104,869 abstentions, plus 5,237,135 broker non-votes. This approval expands the share pool available for employee stock purchases under the existing 2019 plan.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 6.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB