Postal Realty Trust (NYSE: PSTL) CEO Spodek reports RSU vesting and major LTIP awards

Rhea-AI Filing Summary

Postal Realty Trust CEO Andrew Spodek reported equity compensation activity and share holdings. On January 29, 2026, 24,736 performance-based RSUs granted in 2023 vested and converted one-for-one into Class A common stock, with 9,485 shares withheld at $17.67 to cover taxes. Following these transactions, he holds 29,346 Class A shares directly, plus 277,518 shares through the Spodek 2016 Family Trust and 637,058 shares through PSTL Nextgen LLC.

On February 1, 2026, Spodek received 169,431 LTIP Units granted in lieu of cash compensation at a reference price of $17.7136, additional 15,446 LTIP Units that vest over three years, and 18,878 performance-based 2026 RSUs that can pay out between 0% and 200% based on market and 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^*

Spodek Andrew

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Director

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		24,736(1)	A	$0(2)	38,831	D
Class A common stock	01/29/2026		F		9,485(3)	D	$17.67	29,346	D
Class A common stock								277,518	I	By Spodek 2016 Family Trust
Class A common stock								637,058	I	By PSTL Nextgen LLC(4)

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	(5)	01/29/2026		M			20,091	(1)	(1)	Class A common stock	20,091	$0(1)	49,404	D
LTIP Units(6)(7)(8)	(7)	02/01/2026		A		169,431		(6)	(7)	Class A common stock	169,431	$17.7136(9)	1,148,627	D
Restricted Stock Units(10)	(11)	02/01/2026		A		18,878		(11)	(11)	Class A common stock	18,878	$0(11)	68,282	D
LTIP Units(7)(8)(12)	(7)	02/01/2026		A		15,446		(12)	(7)	Class A common stock	15,446	$0(7)	1,164,073	D

Explanation of Responses:

1. As previously reported, on February 2, 2023, the Reporting Person was granted 20,091 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, 24,736 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 shares of the Issuer's Class A common stock that were previously directly owned by the Reporting Person and for which the Reporting Person retains voting control.

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

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

7. 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.

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

9. 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

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

11. 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.

12. 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 transactions did PSTL CEO Andrew Spodek report on this Form 4?

Andrew Spodek reported vesting of 24,736 performance-based RSUs that converted into Class A common stock and tax withholding of 9,485 shares. He also reported new grants of 169,431 LTIP Units, 15,446 additional LTIP Units, and 18,878 performance-based 2026 RSUs tied to future performance.

How many Postal Realty Trust (PSTL) shares does Andrew Spodek own after these transactions?

After these transactions, Andrew Spodek directly owns 29,346 Class A common shares. Indirectly, he holds 277,518 shares through the Spodek 2016 Family Trust and 637,058 shares through PSTL Nextgen LLC, giving him substantial economic and voting interests associated with these entities.

What are the key terms of the 2023 RSUs that vested for PSTL’s CEO?

The 2023 RSUs were a 20,091-unit performance-based grant whose payout could range from 0% to 200% of target. Based on performance through December 31, 2025, 24,736 units (123.1% of target) vested on January 29, 2026 and converted one-for-one into Class A common stock.

What LTIP Unit awards did Andrew Spodek receive from Postal Realty Trust?

He received 169,431 LTIP Units granted in lieu of cash compensation, valued using a volume-weighted average price of $17.7136, and an additional 15,446 LTIP Units. These LTIP Units vest on different schedules and can later convert into OP Units and potentially Class A common stock.

How do the 2026 RSUs granted to PSTL’s CEO work?

The 2026 RSUs total 18,878 units and are market-based awards. Spodek may ultimately earn between 0% and 200% of this amount depending on performance hurdles and continued employment through December 31, 2028, after which vested units will be settled in Class A common stock.

Were any Postal Realty Trust shares sold by Andrew Spodek in this Form 4?

The filing shows 9,485 Class A shares withheld at $17.67 to satisfy tax obligations on vested RSUs. This withholding reduces shares delivered but is not an open-market sale. The rest of the activity reflects vesting of prior awards and new equity grants, not discretionary sales.