Postal Realty Trust Inc.

02/02/2026 | Press release | Distributed by Public on 02/02/2026 20:07

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Spodek Andrew
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
(Last) (First) (Middle)
C/O POSTAL REALTY TRUST, INC., 75 COLUMBIA AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026
(Street)
CEDARHURST, NY 11516
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Spodek Andrew
C/O POSTAL REALTY TRUST, INC.
75 COLUMBIA AVENUE
CEDARHURST, NY 11516
X X CEO and Director

Signatures

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

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Postal Realty Trust Inc. published this content on February 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 03, 2026 at 02:07 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]