Postal Realty Trust (PSTL) EVP reports vesting, new stock and LTIP grants

Rhea-AI Filing Summary

Postal Realty Trust EVP & Chief Accounting Officer Matt Brandwein reported multiple equity compensation events. On January 29, 2026, 5,900 performance-based restricted stock units vested after goals for the 2023–2025 measurement period were certified, and shares were issued on a one-for-one basis into Class A common stock with some shares withheld for taxes.

On February 1, 2026, he received additional Class A common stock granted in lieu of cash compensation, based on a volume-weighted average price of $17.7136, plus longer-vesting restricted shares. He was also granted LTIP units and new performance-based 2026 RSUs and LTIP awards that vest over time or upon meeting performance hurdles through December 31, 2028.

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

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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^*

Brandwein Matt

(Last) (First) (Middle)

C/O POSTAL REALTY TRUST, INC.

75 COLUMBIA AVENUE

(Street)

CEDARHURST NY 11516

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Postal Realty Trust, Inc. [ PSTL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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
Class A common stock	01/29/2026		M		5,900(1)	A	$0(2)	113,819	D
Class A common stock	01/29/2026		F		2,459(3)	D	$17.67	111,360	D
Class A common stock	02/01/2026		A		4,763(4)	A	$17.7136(5)	116,123	D
Class A common stock	02/01/2026		A		4,763(6)	A	$0	120,886	D
Class A common stock	02/01/2026		A		2,350(7)	A	$0	123,236	D
Class A common stock	02/01/2026		F		1,667(8)	D	$18.23	121,569	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
Restricted Stock Units	(9)	01/29/2026		M			4,792	(1)	(1)	Class A common stock	4,792	$0(1)	12,634	D
LTIP Units(10)(11)(12)	(10)	02/01/2026		A		4,763		(12)	(10)	Class A common stock	4,763	$17.7136(13)	22,964	D
LTIP Units(10)(11)(14)	(10)	02/01/2026		A		4,763		(14)	(10)	Class A common stock	4,763	$0(10)	27,727	D
Restricted Stock Units(15)	(16)	02/01/2026		A		5,744		(16)	(16)	Class A common stock	5,744	$0(16)	18,378	D
LTIP Units(10)(11)(17)	(10)	02/01/2026		A		2,350		(17)	(10)	Class A common stock	2,350	$0(10)	30,077	D

Explanation of Responses:

1. As previously reported, on February 2, 2023, the Reporting Person was granted 4,792 performance-based restricted stock units (the "2023 RSUs"), and, depending on the level of achievement of certain performance-based hurdles during the three-year performance period ended on December 31, 2025 (the "Measurement Period"), the actual number of 2023 RSUs earned could range from 0% to 200% of Target 2023 RSUs. On January 29, 2026, 5,900 2023 RSUs, equating to 123.1% of Target 2023 RSUs, vested based on the achievement of certain performance goals during the Measurement Period after the Corporate Governance and Compensation Committee of the Board of Directors of Postal Realty Trust, Inc. (the "Issuer") certified the Reporting Person's achievement relative to the applicable performance objectives during the Measurement Period and approved the vesting of the 2023 RSUs with respect to these shares.

2. In accordance with the Issuer's 2019 Equity Incentive Plan, as amended (the "Plan"), the 2023 RSUs convert into the Issuer's Class A common stock on a one-for-one basis.

3. Reflects shares of the Issuer's Class A common stock withheld to satisfy a tax withholding obligation in connection with the vesting of 2023 RSU's reported herein.

4. Reflects the right to receive shares of the Issuer's Class A common stock in lieu of cash compensation, all of which vested immediately.

5. The shares of the Issuer's Class A common stock were granted in lieu of cash compensation. The price of the securities acquired by the Reporting Person is based on the volume weighted average price of the Issuer's Class A common stock for the 10 trading days immediately preceding February 1, 2026, which was $17.7136

6. Reflects restricted share grants of the Issuer's Class A common stock that vest on the eighth anniversary of February 1, 2026, subject to certain conditions.

7. Reflects a grant of restricted shares of the Issuer's Class A common stock that vest ratably on the first, second and third anniversaries of February 1, 2026, subject to the Reporting Person's continued service as an employee through the applicable vesting date.

8. Reflects shares of the Issuer's Class A common stock withheld to satisfy a tax withholding obligation in connection with the vesting of restricted stock awards granted to the reporting person on January 31, 2023, February 12, 2024 and January 31, 2025.

9. Each RSU represents a contingent right to receive shares of the Issuer's Class A common stock.

10. Following the occurrence of certain events and upon vesting, the LTIP Units are convertible into an equivalent number of limited partnership units ("OP Units") of Postal Realty LP (the "Operating Partnership"). OP Units are redeemable by the Reporting Person for cash or, at the election of the Issuer, shares of Class A common stock of the Issuer on a one-for-one basis or the cash value of such shares. LTIP Units do not have expiration dates.

11. The LTIP Units are a class of limited partnership units of the Operating Partnership.

12. Reflects LTIP Unit grants in lieu of cash compensation, all of which vested immediately.

13. The LTIP Units were granted in lieu of cash compensation. The price of the securities acquired by the Reporting Person is based on the volume weighted average price of the Issuer's Class A common stock for the 10 trading days immediately preceding February 1, 2026, which was $17.7136

14. Reflects LTIP Unit grants in lieu of cash compensation that vest on the eighth anniversary of February 1, 2026, subject to certain conditions.

15. The Reporting Person may earn between 0% and 200%, inclusive, of the Restricted Stock Units granted herein (the "2026 RSUs").

16. The 2026 RSUs are market-based awards that are subject to, and will vest upon, achievement of certain performance-based hurdles and continued employment with the Issuer during the three-year performance period ending on December 31, 2028. Upon vesting, the 2026 RSUs that vest will be settled in shares of the Issuer's Class A common stock and the Reporting Person will be entitled to receive the distributions that would have been paid with respect to each share of the Issuer's Class A common stock received upon settlement on or after the date the 2026 RSUs were initially granted.

17. The LTIP Units will vest ratably on the first, second and third anniversaries of February 1, 2026, subject to continued employment with the Issuer.

Remarks:

	/s/ Joseph Antignani, attorney-in-fact	02/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did PSTL executive Matt Brandwein report on this Form 4?

Matt Brandwein reported vesting and new grants of equity awards. Performance-based RSUs from a 2023 grant vested into 5,900 Class A shares, with some shares withheld for taxes, and he received new stock, LTIP units, and performance-based 2026 RSUs and LTIP awards as part of compensation.

How many Postal Realty Trust performance RSUs vested for Matt Brandwein?

Brandwein had 5,900 performance-based RSUs vest. These RSUs related to a 2023 grant, where actual earned units equaled 123.1% of the target based on performance over the 2023–2025 period, and they converted into an equal number of Class A common shares under the company’s equity plan.

Were any Postal Realty Trust shares withheld for taxes in this Form 4?

Yes, shares were withheld to cover tax obligations. The filing notes shares of Class A common stock were withheld in connection with the vesting of both performance RSUs and earlier restricted stock awards, reflecting standard tax withholding rather than open-market sales by the executive.

What new stock grants did PSTL award to Matt Brandwein on February 1, 2026?

Brandwein received new Class A stock in lieu of cash. Some shares were granted at a reference price of $17.7136, based on the 10-day volume-weighted average price, along with restricted shares that vest over time, including on the eighth anniversary of February 1, 2026, subject to conditions.

What LTIP unit grants for Postal Realty Trust were reported for Matt Brandwein?

Brandwein reported several LTIP unit awards. These LTIP units can convert into OP Units of Postal Realty LP and then into cash or Class A common shares on a one-for-one basis. Some LTIP units were granted in lieu of cash and vest immediately, while others vest over multiple years.

What are the terms of the 2026 RSUs granted to PSTL executive Matt Brandwein?

The 2026 RSUs are market-based performance awards. Brandwein may earn between 0% and 200% of the granted 2026 RSUs, which vest based on performance hurdles and continued employment over a three-year period ending December 31, 2028, and settle in Class A common stock upon vesting.