Material Agreement, Financial Obligation (Form 8-K)

The information set forth in Item 2.03 of this Current Report on Form 8-Kis incorporated by reference into this Item 1.01.

On September 26, 2025, Broadstone Net Lease, LLC (the "Issuer"), the operating partnership of Broadstone Net Lease, Inc. (the "Company"), closed an underwritten public offering of $350 million aggregate principal amount of its 5.000% Senior Notes due 2032 (the "Notes").

The Notes are fully and unconditionally guaranteed (the "Guarantee") by the Company (in such capacity, the "Guarantor"). The terms of the Notes are governed by an indenture, dated as of September 15, 2021 (the "Base Indenture"), by and among the Issuer, the Guarantor and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the "Trustee"), as supplemented by a second supplemental indenture, dated as of September 26, 2025 (the "Second Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), by and among the Issuer, the Guarantor and the Trustee. The Indenture contains various restrictive covenants, including requirements to maintain a certain percentage of total unencumbered assets by the Company. Copies of the Base Indenture and the Second Supplemental Indenture, including the form of Notes and the Guarantee, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

Under certain circumstances, the Indenture will require certain of the Company's subsidiaries (other than the OP) to guarantee the Notes in the future if, and for so long as, such subsidiary, directly or indirectly, guarantees or otherwise becomes obligated in respect of the Issuer's revolving credit facility, senior unsecured notes and unsecured term loans.

The purchase price paid by the underwriters for the Notes was 98.526% of the principal amount thereof. The Notes are the Issuer's senior unsecured obligations and rank equally in right of payment with all of the Issuer's other existing and future senior unsecured indebtedness. However, the Notes are effectively subordinated in right of payment to: (i) all of the Issuer's existing and future mortgage indebtedness and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness); (ii) all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Issuer's subsidiaries that do not guarantee the Notes and of any entity the Issuer accounts for using the equity method of accounting; and (iii) all preferred equity not owned by the Issuer, if any, in any of the Issuer's subsidiaries that do not guarantee the Notes and in any entity the Issuer accounts for using the equity method of accounting. The Notes bear interest at 5.000% per annum. Interest is payable on May 1 and November 1 of each year, beginning May 1, 2026, until the maturity date of November 1, 2032.

The Notes will be redeemable in whole at any time or in part from time to time, at the Issuer's option, at a redemption price equal to the sum of:

Notwithstanding the foregoing, if any of the Notes are redeemed on or after September 1, 2032 (two months prior to the maturity date of the Notes), the redemption price will not include a make-whole premium.

Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:

The descriptions of the Base Indenture and the Second Supplemental Indenture in this Current Report on Form 8-Kare summaries and are qualified in their entirety by the terms of the Base Indenture and the Second Supplemental Indenture, respectively.

The Notes were offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on May 3, 2024 (Registration Nos. 333-279115and 333-279115-01),a base prospectus, dated May 3, 2024, and a prospectus supplement, dated September 23, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

On September 23, 2025, the Issuer and the Guarantor entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, with respect to the offering of the Notes, which will be fully and unconditionally guaranteed by the Guarantor. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-Kand is incorporated herein by reference.