Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On August 5, 2026, Postal Realty Trust, Inc., a Maryland corporation (the "Company"), and Postal Realty LP, a Delaware limited partnership (the "Operating Partnership"), entered into separate sales agreements, each dated August 5, 2026 (each a "Sales Agreement" and, collectively, the "Sales Agreements"), with each of J.P. Morgan Securities LLC ("J.P. Morgan"), Colliers Securities LLC ("Colliers"), Jefferies LLC ("Jefferies"), M&T Securities, Inc. ("M&T"), Mizuho Securities USA LLC ("Mizuho"), Scotia Capital (USA) Inc. ("Scotiabank"), Stifel, Nicolaus & Company, Incorporated ("Stifel") and Truist Securities, Inc. ("Truist"), as sales agents (each, a "sales agent" and, collectively, the "sales agents"), each of JPMorgan Chase Bank, National Association, Jefferies, Mizuho Markets Americas LLC, Stifel, The Bank of Nova Scotia and Truist Bank, as forward purchasers (each, a "Forward Purchaser" and, collectively, the "Forward Purchasers"), and each of J.P. Morgan, Jefferies, Mizuho, Scotiabank, Stifel and Truist, as forward sellers (each, in its capacity as agent for the relevant Forward Purchaser, a "Forward Seller" and, collectively, the "Forward Sellers"), relating to the offer and sale of shares of the Company's Class A common stock, par value $0.01 per share ("common stock"), having an aggregate offering price of up to $300,000,000 from time to time through the sales agents, through the Forward Sellers, acting as sales agents for the relevant Forward Purchasers, or directly to one or more of the sales agents, acting as principal.

Sales of shares of the common stock, if any, as contemplated by the Sales Agreements made through the sales agents, as the Company's agents, or the Forward Sellers on behalf of the Forward Purchasers will be made by means of ordinary brokers' transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, by privately negotiated transactions (including block sales) or by any other methods permitted by applicable law.

The Sales Agreements contemplate that, in addition to the issuance and sale by the Company of shares of the Company's common stock to or through the sales agents, the Company may enter into separate forward sale agreements (each, a "Forward Sale Agreement" and, collectively, the "Forward Sale Agreements"), each with a Forward Purchaser. If the Company enters into a Forward Sale Agreement with any Forward Purchaser, the Company expects that such Forward Purchaser or its affiliate will attempt to borrow from third parties and sell, through the relevant Forward Seller, acting as sales agent for such Forward Purchaser, shares of the Company's common stock to hedge such Forward Purchaser's exposure under such Forward Sale Agreement.

In one form of Forward Sale Agreement, which the Company refers to as a "Contingent Forward Sale Agreement" that the Company may enter into with the Forward Purchasers, the Company's obligation to sell and the applicable Forward Purchaser's obligation to purchase, shares of the Company's common stock underlying such Forward Sale Agreement at the applicable forward sale price is contingent on the applicable Forward Purchaser's exercise (or deemed exercise) of such contingency, which may occur in whole or in part from time to time prior to specified contingency expiration dates. The Company refers to each Forward Purchaser when acting in such capacity as a "Contingent Forward Purchaser" and, collectively, the "Contingent Forward Purchasers." To the extent such contingency is exercised with respect to a portion of such Contingent Forward Sale Agreement, the Company refers to such portion as the "Contingency Exercised Portion" of such Contingent Forward Sale Agreement.

In another form of Forward Sale Agreement, which the Company refers to as a "Non-Contingent Forward Sale Agreement" that the Company may enter into with any of the Forward Purchasers, the Company's obligation to sell and the applicable Forward Purchaser's obligation to purchase, shares of the Company's common stock underlying such Forward Sale Agreement at the applicable forward sale price is not subject to the contingency described above. The Company refers to such Non-Contingent Forward Sale Agreement and the Contingency Exercised Portion of a Contingent Forward Sale Agreement herein as a "Fixed Share Forward Sale Agreement."