DEF 14A of Broadstone Net Lease, Inc., Mar 20, 2026

DEF 14A of Broadstone Net Lease, Inc.

Filed Mar 20, 2026 · FY20250001424182-26-000025

Open on EDGAR

  1. TABLE OF CONTENTS

    | CEO PAY RATIO | 58 | | PAY VERSUS PERFORMANCE DISCLOSURE | 59 | | Pay Versus Performance Table | 59 | | Analysis of the Information Presented in the Pay Versus Performance Table | 60 | | BENEFICIAL OWNERSHIP | 63 | | Security Ownership of Certain Beneficial Owners and Management | 63 | | Delinquent Section 16(a) Reports | 64 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 65 | | AUDIT COMMITTEE REPORT | 66 | | PROPOSAL NO. 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 67 | | OTHER MATTERS | 69 | | HOUSEHOLDING OF PROXY MATERIALS | 70 | | PROPOSALS FOR NEXT ANNUAL MEETING | 71 | | ANNUAL REPORT | 72 |

  2. Identification of Director Nominees

    Identification of Director Nominees The Governance Committee may identify potential candidates for our Board of Directors from other members of the Board of Directors, executive officers, and other contacts. Further, the Governance Committee may engage the services of an independent third-party search firm to assist it in identifying and evaluating potential director candidates who will bring to the Board of Directors specific skill sets as established by the Governance Committee. While we do not have any minimum qualifications with respect to director nominees, the Governance Committee considers many factors in connection with each candidate, including but not limited to the candidate’s character, wisdom, judgment, ability to make independent analytical inquiries, business experiences, understanding of our business environment, acumen, and ability to devote the time and effort necessary to fulfill his or her responsibilities, all in the context of the perceived needs of our Board of Directors at that time. While individual diversity as well as diversity in experience and areas of expertise are factors that are considered by the Governance Committee in its assessment of candidates, neither the Board of Directors nor the Governance Committee has adopted any specific diversity-driven criteria or composition requirements. Our Board of Directors seeks individuals who have knowledge and experience in finance and accounting, corporate governance, risk management, and senior leadership. The Governance Committee also considers factors such as experience in the Company’s industry, experience as a board member of another corporation, and public company experience. The Board of Directors also seeks individuals who bring unique and varied perspectives and life experiences to the Board of Directors. As such, the Governance Committee assists the Board of Directors by selecting or recommending candidates who it believes will enhance the overall composition of the Board of Directors. The Governance Committee does not have a policy with regard to the consideration of any director candidates recommended by stockholders. The Governance Committee believes that such a policy is not necessary because the members of our Board of Directors have access to a sufficient number of qualified candidates from which to select a nominee if and when a vacancy occurs on the Board of Directors. However, the Governance Committee will consider stockholder recommendations for candidates for our Board of Directors. Nominations by stockholders must be provided in a timely manner and must include sufficient biographical information so that the Governance Committee can appropriately assess the proposed nominee’s background and qualifications. For a stockholder to have his or her candidate considered by the Governance Committee for inclusion as a director nominee at the 2027 annual meeting of stockholders, stockholder submissions of candidates for nomination to the Board of Directors must be received in writing at our offices by the Company’s Secretary, 207 High Point Drive, Suite 300, Victor, New York 14564 no earlier than October 21, 2026 and no later than 5:00 p.m., Eastern Time, on November 20, 2026; provided, however, that in the event that the date of the 2027 annual meeting of stockholders is advanced or delayed by more than thirty days from the first anniversary of the date of the Annual Meeting, written notice of a stockholder proposal must be delivered not earlier than the 150th day prior to the date of the 2027 annual meeting of stockholders and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of the 2027 annual meeting of stockholders or the tenth day following the day on which public announcement of the date of the 2027 annual

  3. Identification of Director Nominees

    | | 14 | 2026 Proxy Statement |

  4. Identification of Director Nominees

    meeting of stockholders is first made. Potential nominees recommended by a stockholder in accordance with these procedures will be considered and evaluated in the same manner as other potential nominees.

  5. Our Board of Directors unanimously recommends a vote “FOR” each of the nominees listed above

    Our Board of Directors unanimously recommends a vote “FOR” each of the nominees listed above for election to our Board of Directors.

  6. Our Board of Directors unanimously recommends a vote “FOR” each of the nominees listed above

    | | 18 | 2026 Proxy Statement |

  7. Director Nominee Biographies

    Director Nominee Biographies

  8. Director Nominee Biographies

    | Laurie A. Hawkes Chairman of the Board Independent Director Director since 2016 Chairman since 2021 Age 70 | Career Highlights •Various roles at American Residential Properties, Inc. (NYSE: ARPI) from 2008 through 2016, including co-founder, director, and President and Chief Operating Officer. •Various roles at U.S. Realty Advisors, LLC, a single-tenant real estate investment and asset management firm, including partner from 1997 through 2007 and President from 2003 through 2007. •Former Managing Director in Real Estate Investment Banking of CS First Boston Corp. from 1993 through 1995. •Former Director of Real Estate Investment Banking of Salomon Brothers Inc. from 1979 through 1993. •Service on numerous other public, private, and nonprofit boards. •Ms. Hawkes holds a B.A. from Bowdoin College and an M.B.A. from Cornell University. Committee Membership(s) •Compensation Qualifications We believe that Ms. Hawkes’ investment and business experience, including her service as the President, Chief Operating Officer, and board member of a publicly traded REIT, as well as her extensive net leased investment experience, are invaluable to the Company. | | | | Other Current Public Directorships •None | Other Public Directorships (Past 5 Years) •Appreciate Holdings, Inc. (NASDAQ: SFR) | | John D. Moragne Chief Executive Officer and Director Director since 2023 Age 43 | Career Highlights •Chief Executive Officer of Broadstone Net Lease, Inc. since March 2023. •Former Executive Vice President and Chief Operating Officer of Broadstone Net Lease, Inc. from 2018 through 2023. •Former Secretary of Broadstone Net Lease, Inc. from 2016 through 2021. •Former General Counsel and Chief Compliance Officer of Broadstone Net Lease, Inc. from 2016 through 2018. •Former corporate, securities and M&A attorney from 2007 through 2016. •Mr. Moragne holds a B.A. from SUNY Geneseo and a J.D. from The George Washington University Law School. Committee Membership(s) •None Qualifications We believe that Mr. Moragne’s familiarity with our operations and investment and corporate strategies, having worked with or for the Company since its inception, as well as his management and leadership skills, qualify him to serve on our Board of Directors and provides the Board of Directors with invaluable insight into our operations. | | | | Other Current Public Directorships •None | Other Public Directorships (Past 5 Years) •None |

  9. Director Nominee Biographies

    | | 19 | 2026 Proxy Statement |

  10. Director Nominee Biographies

    | Michael A. Coke Independent Director Director since 2021 Age 58 | Career Highlights •President and Co-Founder of Terreno Realty Corp. (NYSE: TRNO) ("Terreno"), a publicly traded REIT focusing on industrial real estate properties in six major U.S. coastal markets, since 2010. •Former Chief Financial Officer of Terreno from 2010 through 2013. •Former Managing Partner and Co-Founder of Terreno Capital Partners LLC from 2007 to 2010. •Former President and Chief Executive Officer of IAT Aviation Facilities, Inc. from 2005 through 2007. •Various roles at AMB Property Corporation (now known as Prologis) (NYSE: PLD) from 1997 through 2007, including Chief Financial Officer and Executive Vice President from 1999 through 2007. •Former real estate auditor for Arthur Anderson, LLP from 1990 through 1997. •Member of the board of trustees of the California State University East Bay Educational Foundation. •Mr. Coke holds a B.A. in Business Administration and Accounting from California State University, Hayward. Committee Membership(s) •Audit (Chair) Qualifications We believe that Mr. Coke’s extensive financial and business experience, including his role as the president of a publicly traded REIT, his current and prior service as a board member of publicly traded companies, and expertise in the industrial sector of the REIT space provide great value to the Board of Directors and the Company. | | | | Other Current Public Directorships •Terreno Realty Corp. | Other Public Directorships (Past 5 Years) •Digital Realty Trust (NYSE: DLR) | | Jessica Duran Independent Director Director since 2023 Age 51 | Career Highlights •Managing Director and Chief Financial Officer of TSG Consumer Partners since 2017 and Chief Operating Officer of TSG Consumer Partners since May 2025. •Various roles at Deloitte & Touche, LLP, including Tax Senior Manager from 2009 through 2012 and Partner from 2012 through 2017. •Vice President, Tax at AMB Property Corporation (now known as Prologis) (NYSE: PLD) from 2004 through 2009. •Ms. Duran holds a B.S. in Business Administration with a concentration in Accounting from Sonoma State University and a Master of Laws from the University of Edinburgh. •Ms. Duran is a Certified Public Accountant. Committee Membership(s) •Audit •Compensation (Chair) Qualifications We believe that Ms. Duran’s in-depth knowledge of the private equity industry and her extensive tax and REIT experience are extremely beneficial to the Board of Directors and the Company. | | | | Other Current Public Directorships •None | Other Public Directorships (Past 5 Years) •None |

  11. Director Nominee Biographies

    | | 20 | 2026 Proxy Statement |

  12. Director Nominee Biographies

    | Laura Felice Independent Director Director since 2023 Age 44 | Career Highlights •Executive Vice President, Chief Financial Officer of BJ’s Wholesale Club Holdings, Inc. (NYSE: BJ) (“BJ’s”) since 2021. •Senior Vice President, Controller of BJ’s from 2016 through 2021. •Various roles at Clarks Americas, Inc., a British shoe manufacturer and retailer, from 2008 through 2016, including Senior Vice President of Finance from 2015 through 2016. •Various roles at PricewaterhouseCoopers LLP from 2003 through 2008. •Chair of the Board of Directors Massachusetts Society of CPAs, and past Chair of its Finance Committee. •Member of the Board of Advisors of the Boston Ballet. •Ms. Felice holds a Master's degree in Accounting and a B.S. with a double major in Finance and Accounting from Boston College. •Ms. Felice is a Certified Public Accountant. Committee Membership(s) •Audit •Nominating and Corporate Governance (Chair) Qualifications We believe that Ms. Felice’s wide-ranging knowledge of the retail industry and her service as the chief financial officer of a publicly traded company provide valuable insight to the Board of Directors and the Company. | | | | Other Current Public Directorships •None | Other Public Directorships (Past 5 Years) •None | | Richard Imperiale Independent Director Director since 2025 Age 66 | Career Highlights •Founding member of Uniplan Investment Counsel, Inc. in 1984, its Chief Investment Officer since 2011, current Chairman of its Investment Policy Committee, and member of its Compliance Committee. •Former Corporate Credit Analyst with B.C. Ziegler from 1982 through 1984. •Former Credit Analyst at First Wisconsin Bank (now U.S. Bank) from 1978 through 1982. •Mr. Imperiale holds a B.S. in Finance and MBA from Marquette University. •Mr. Imperiale is a National Association of Corporate Directors (NACD) Board Fellow. Committee Membership(s) •Audit •Nominating and Corporate Governance Qualifications We believe Mr. Imperiale’s extensive experience investing in REITs and managing alternative asset strategies, and his previous service as a director for multiple publicly traded REITs, will provide invaluable insight to the Board of Directors and the Company. | | | | Other Current Public Directorships •None | Other Public Directorships (Past 5 Years) •Retail Properties of America Inc. (NYSE: RPAI) |

  13. Director Nominee Biographies

    | | 21 | 2026 Proxy Statement |

  14. Director Nominee Biographies

    | David M. Jacobstein Independent Director Director since 2013 Age 79 | Career Highlights •Provider of real estate consulting services since 2009. •Former member of the Board of Directors of Corporate Office Properties Trust, now known as COPT Defense Properties (NYSE: CDP) (“COPT”) from 2009 through 2022. •Former senior advisor to the real estate industry group at Deloitte & Touche LLP from 2007 through 2009. •Former President and Chief Operating Officer of Developers Diversified Realty Corp., now known as SITE Centers (NYSE: SITC) (“DDR”) from 1999 through 2007. •Former member of the Board of Directors of DDR from 2000 through 2004. •Former Vice Chairman and Chief Operating Officer of Wilmorite, Inc. from 1986 through 1999. •Mr. Jacobstein holds a B.A. from Colgate University and a J.D. from The George Washington University Law School. Committee Membership(s) •Compensation •Nominating and Corporate Governance Qualifications We believe that Mr. Jacobstein’s extensive financial and business experience, including his service as the chief operating officer of DDR and a board member of DDR and COPT, two large publicly traded REITs, as well as his legal background, provide the Board of Directors with a unique perspective that is beneficial to the Board of Directors and the Company. | | | | Other Current Public Directorships •None | Other Public Directorships (Past 5 Years) •Corporate Office Properties Trust, now known as COPT Defense Properties (NYSE: CDP) | | Joseph Saffire Independent Director Director since 2025 Age 56 | Career Highlights •Chief Executive Officer of Life Storage, Inc. (formerly NYSE: LSI) ("LSI") from 2019 to 2023. •Chief Investment Officer of LSI from 2017 to 2019. •EVP and Head of Commercial Banking at First Niagara Bank from 2014 to 2016. •EVP and Head of Global Banking, EMEA at Wells Fargo between 2012 and 2014. •Served in numerous leadership roles at HSBC Bank between 1992 and 2012. •Current board member of Extra Space Storage Inc. (NYSE: EXR). •Mr. Saffire holds a B.A. in Finance and International Management from the University at Buffalo, a B.S. in Finance from Boston College, and attended Masters and Undergrad abroad programs at the London School of Economics and Czech Management Centre. Committee Membership(s) •Compensation Qualifications We believe that Mr. Saffire’s experience as a publicly traded REIT CEO, and his deep knowledge of the publicly traded REIT space from an operational, capital markets, and executive perspective, will be extremely beneficial to the Board of Directors and the Company. | | | | Other Current Public Directorships •Extra Space Storage Inc. (NYSE: EXR) | Other Public Directorships (Past 5 Years) •Life Storage Inc. (formerly NYSE: LSI) |

  15. Director Nominee Biographies

    | | 22 | 2026 Proxy Statement |

  16. Director Nominee Biographies

    | Dr. James H. Watters Independent Director Director since 2007 Age 72 | Career Highlights •Senior Vice President and Treasurer, Finance, and Administration of Rochester Institute of Technology (“RIT”) since 1997. •Vice Chairman of RIT’s global subsidiary, where he negotiates business models and real estate transactions for RIT’s global campuses. •Various roles at the University of Pittsburgh from 1981 through 1997, including Assistant Vice Chancellor for Finance and Business and Assistant Vice Chancellor for Real Estate and Management. •Service on various profit and nonprofit boards throughout Rochester, New York, including Canandaigua National Corporation. •Dr. Watters holds a B.S., M.S., and Ph.D. from the University of Pittsburgh. Committee Membership(s) •Compensation •Nominating and Corporate Governance Qualifications We believe that Mr. Watters’ extensive financial and business experience, leadership skills, and experience in strategic planning are of great benefit to the Board of Directors and the Company. Further, Mr. Watters’ tenure on the Board of Directors since the Company’s inception provides institutional knowledge and insights that are invaluable to the Board of Directors and the Company. | | | | Other Current Public Directorships •None | Other Public Directorships (Past 5 Years) •None |

  17. Director Nominee Biographies

    | | 23 | 2026 Proxy Statement |

  18. Director Nominee Biographies

    | PROPOSAL NO. 2: SAY ON PAY |

  19. Board Recommendation

    | COMPENSATION OF DIRECTORS |

  20. Director Compensation Program for 2025

    Director Compensation Program for 2025 During 2025, our non-employee directors each received compensation pursuant to the Company's Non-Employee Director Compensation Policy (the "Compensation Policy") including an annual cash retainer of $60,000 for their service as our directors, payable in arrears in equal quarterly installments. The following additional annual cash retainers were paid to directors in arrears in quarterly installments: (a) $70,000 to the Chairman of the Board; (b) $20,000 to the chairperson of the Audit Committee; (c) $15,000 to each of the chairpersons of the Compensation Committee and Governance Committee; (d) $10,000 to each non- chairperson member of the Audit Committee; and (e) $7,500 to each non-chairperson member of each of the Compensation Committee and Governance Committee. In addition to the cash retainers discussed above, each non-employee director received an annual equity grant in the form of restricted stock with a fair market value on the date of grant equal to $100,000 (each an “Annual Equity Award”). Non-employee directors received an Annual Equity Award on the close of business on the date of the Company’s 2025 annual meeting of stockholders. Shares of restricted stock issued pursuant to the 2025 Annual Equity Award will vest on the earlier of (i) the one-year anniversary of the date of grant; and (ii) the date of the next annual meeting of stockholders, provided that the next annual meeting of stockholders is at least 50 weeks after the applicable date of grant. We also reimburse our directors for reasonable travel and other reasonable expenses incurred in connection with attending meetings of our Board of Directors and committees thereof and otherwise performing their duties as directors. The table below sets forth certain information regarding the compensation earned by or paid to our directors during the fiscal year ended December 31, 2025.

  21. Director Compensation in Fiscal 2025

    Director Compensation in Fiscal 2025

  22. Director Compensation in Fiscal 2025

    | Name | Fees Earned or Paid-In Cash | Stock Awards (1) | Total | | John D. Moragne | $- | $- | $- | | Denise Brooks-Williams (2)(3) | 40,240 | - | 40,240 | | Michael A. Coke (2) | 80,000 | 100,000 | 180,000 | | Jessica Duran (2) | 80,529 | 100,000 | 180,529 | | Laura Felice (2) | 80,529 | 100,000 | 180,529 | | Laurie A. Hawkes (2) | 137,500 | 100,000 | 237,500 | | Richard Imperiale (2)(4) | 44,901 | 100,000 | 144,901 | | David M. Jacobstein (2) | 79,471 | 100,000 | 179,471 | | Shekar Narasimhan (2)(3) | 40,240 | - | 40,240 | | Joseph Saffire (2)(4) | 40,862 | 100,000 | 140,862 | | James H. Watters (2) | 79,471 | 100,000 | 179,471 | | Totals | $703,743.58 | $800,000.00 | $1,503,743.58 |

  23. Director Compensation in Fiscal 2025

    (1)The amounts shown in this column reflect the aggregate fair value of shares of our Common Stock computed as of the grant date in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 2 – Summary of Significant Accounting Policies – Stock-Based Compensation to the audited consolidated financial statements of the Company included in the Annual Report on Form 10-K for the year ended December 31, 2025. (2)2025 non-employee Directors. (3)Ms. Brooks-Williams and Mr. Narasimhan each departed from the Board of Directors effective at the conclusion of the Company's 2025 Annual Meeting on May 1, 2025. (4)Messrs. Imperiale and Saffire each joined the Board of Directors on February 13, 2025.

  24. Director Compensation in Fiscal 2025

    | | 25 | 2026 Proxy Statement |

  25. Director Compensation in Fiscal 2025

    | EXECUTIVE OFFICERS OF THE COMPANY |

  26. Director Compensation in Fiscal 2025

    The biographical descriptions of our executive officers are set forth below. See the biography of Mr. Moragne under “Director Nominee Biographies” above.

  27. Director Compensation in Fiscal 2025

    | Ryan M. Albano President and Chief Operating Officer Age 44 | Current Role •President and Chief Operating Officer since March 2023. Career Highlights •Joined the Company in 2013 and previously served as the Company’s Executive Vice President and Chief Financial Officer from February 2017 to March 2023 and Vice President of Finance from 2013 to February 2017. •Served in various roles at Manning & Napier, Inc. (NYSE: MN), including Assistant CFO of the company’s mutual fund division, and assisted in the successful execution of the company’s IPO from 2011 to 2013. •Held multiple positions at KPMG LLP serving both public and private companies from 2004 to 2011. •Mr. Albano holds an M.B.A. in finance and competitive strategy from the Simon Graduate School of Business at the University of Rochester and a B.S. in accounting from St. John Fisher College. Responsibilities •Leads and manages the Company's acquisitions, build-to-suit development, dispositions, real estate underwriting and strategy, leasing, and property management functions and affairs. | | Kevin M. Fennell Executive Vice President, Chief Financial Officer, and Treasurer Age 40 | Current Role •Executive Vice President and Chief Financial Officer since March 2023. •Treasurer since September 2024. Career Highlights •Joined the Company in 2019 and previously served as the Company’s Senior Vice President, Capital Markets & Credit Risk from March 2019 to March 2023. •Served in various positions at BMO Capital Markets/BMO Harris Bank, including Real Estate Corporate Banking, where he focused on debt financing for private and public REITs and real estate operating companies, from 2009 to 2019. •Mr. Fennell holds a B.S. in Finance from the University of Illinois at Urbana-Champaign. Responsibilities •Leads and manages the Company's accounting, tax, internal audit, finance, capital markets, investor relations, and IT/IS functions. |

  28. Director Compensation in Fiscal 2025

    | | 26 | 2026 Proxy Statement |

  29. Director Compensation in Fiscal 2025

    | John D. Callan, Jr. Senior Vice President, General Counsel, and Secretary Age 41 | Current Role •General Counsel since August 2018. •Senior Vice President since February 2020. •Secretary since July 2021. Career Highlights •Joined the Company in 2017 and previously served as the Company’s Associate Counsel from November 2017 to August 2018. •Former Corporate Counsel at Kodak Alaris from 2015 to 2017. •Former Corporate and Securities attorney at Harter Secrest & Emery from 2011 to 2015. •Mr. Callan holds a B.A. from SUNY Oneonta and a J.D. from Albany Law School. Responsibilities •Leads and manages the Company's legal, corporate governance, and risk management functions, and oversees the Company's Enterprise Risk Management Committee and sustainability matters. | | Michael B. Caruso Senior Vice President, Underwriting and Strategy Age 32 | Current Role •Senior Vice President, Underwriting and Strategy since October 2023. Career Highlights •Joined the Company in 2015 and previously served as the Company’s Senior Vice President, Corporate Strategy and Investor Relations, Senior Vice President, Corporate Finance and Investor Relations, and Vice President, Finance. •Mr. Caruso holds a B.S. in Finance and a B.A. in Economics from St. Joseph’s University. Responsibilities •Oversees the Company's real estate underwriting, property management, leasing, disposition, and general investment strategy and research functions. |

  30. Director Compensation in Fiscal 2025

    | | 27 | 2026 Proxy Statement |

  31. Director Compensation in Fiscal 2025

    | William D. Garner Senior Vice President, Acquisitions Age 41 | Current Role •Senior Vice President, Acquisitions since March 2024. Career Highlights •Joined the Company in 2018 and previously served as the Company’s Vice President, Acquisitions. •Former Vice President at SunTrust Robinson Humphrey (now Truist Securities) and a member of the firm's Structured Real Estate group from 2012 to 2018. •Served in various positions at Marsh in its property practice from 2007 to 2010. •Mr. Garner holds a B.A.A. in Risk Management and M.B.A in Finance from the University of Georgia. Responsibilities •Oversees all acquisition and build-to-suit development activities of the Company, including identifying, analyzing, and acquiring investment opportunities. | | Jennie O'Brien Senior Vice President and Chief Accounting Officer Age 43 | Current Role •Senior Vice President and Chief Accounting Officer since September 2024. Career Highlights •Joined the Company in 2014 and previously served as the Company’s Senior Vice President, Accounting and Controller; Vice President, Accounting and Controller; and Controller. •Served in various roles at a regional public accounting firm in Rochester, New York, most recently serving as an Assurance Manager providing audit and tax services to companies in various industries. •Ms. O’Brien is a certified public accountant and holds a B.S. in Accounting from SUNY Geneseo. Responsibilities •Oversees the Company's SEC reporting, accounting, tax, and treasury management functions. |

  32. Director Compensation in Fiscal 2025

    | | 28 | 2026 Proxy Statement |

  33. Director Compensation in Fiscal 2025

    | Molly Kelly Wiegel Senior Vice President, Human Resources and Administration Age 55 | Current Role •Senior Vice President, Human Resources and Administration since March 2023. Career Highlights •Joined the Company in 2013 and previously served as the Company's Senior Vice President, Human Resources from February 2020 to March 2023, and in various roles for Broadstone Real Estate, LLC, including as its Senior Vice President, Human Resources from August 2018 to February 2020. •Former Human Resources Director of Rochester Optical from 2012 to 2013. •Former Director of Staff Professional Development, and Director of Human Resources Operations at Nixon Peabody LLP from 2002 to 2011. •Ms. Wiegel holds a M.S. in Career and Human Resource Development from the Rochester Institute of Technology and a B.A. in Psychology from the University of Rochester. Responsibilities •Leads and manages the Company’s human resources and administration functions, including talent acquisition, integration, and development, performance management, compensation, benefits, payroll, internal and external communications, and office operations and services. |

  34. Director Compensation in Fiscal 2025

    | | 29 | 2026 Proxy Statement |

  35. Director Compensation in Fiscal 2025

    | EXECUTIVE COMPENSATION |

  36. 2025 Executive Compensation Highlights

    Based on our annual assessment of market practices and our compensation objectives, we have implemented a pay-for-performance annual compensation structure that includes: •Salary – Provides a fixed level of compensation •Bonus – Cash bonus opportunities to our NEOs that are calculated based on the achievement of pre-established performance factors •LTIP – Annual stock grants are allocated 40% to time-based restricted shares and 60% to performance-based restricted stock units for our CEO, President, and CFO, and 60% to time-based restricted shares and 40% to performance-based restricted stock units for our Senior Vice Presidents (each an “SVP” and collectively the “SVPs”).

  37. Compensation Philosophy

    Compensation Philosophy Our executive compensation program is designed to attract and retain the leadership needed for the success of our business. The Compensation Committee, working with Ferguson Partners Consulting, L.P. (“FPC”) as its independent compensation consultant, has reviewed, approved, and implemented an overall philosophy and framework for executive compensation matters. The Compensation Committee maintains a framework that sets forth a compensation strategy intended to support the Company’s strategic plan, business objectives, and competitive outlook. The pillars of the Company’s philosophy, used as guideposts for the Compensation Committee’s work in selecting and evaluating executive compensation elements and design, include the following: •Competitive in the Marketplace: Attract, retain, and motivate highly skilled executives by providing a total compensation package that is competitive in the market, taking into account the size and characteristics of the Company. •Alignment of Stockholder Interests: Align the interests of management and the Company’s stockholders through the use of performance-based restricted stock units (a performance incentive) and time-based restricted stock awards (a retention incentive) and by encouraging executives to accumulate substantial ownership in the Company. •Balance of Elements: Encourage management to balance short-term goals against longer- term objectives and to take risks consistent with the Company’s financial and strategic goals. •Pay-for-performance Culture: Emphasize variable performance-based compensation, with metrics aligned to the Company’s short-term and long-term financial results and business strategy, ensuring a high degree of performance orientation in our executive compensation program. Elements of Annual Compensation Our executive compensation program consists of a mix of fixed and variable pay elements, with the latter tied to both short- and long-term company success. Performance-based pay elements are linked to goals that we believe will deliver both year-to-year and long-term increases in stockholder value. The elements of total direct executive compensation include:

  38. Peer Group Data

    Peer Group Data

  39. Peer Group Data

    | Key Actions The Compensation Committee approved a 2025 Peer Group using objective selection criteria such that BNL approximates the median of the peer set in terms of size. |

  40. Peer Group Data

    The Compensation Committee, working with FPC, considers competitive market compensation data as one of many factors in determining the types of compensation in its executive compensation program and the level of compensation paid to each of the NEOs. In addition, with the support of FPC, the Compensation Committee reviews peer group data on an annual basis to ensure it remains valid for benchmarking purposes and evaluating whether to make any changes to the levels of compensation or compensation pay mix in respect of compensation for the NEOs. In establishing the composition of our peer group, the Compensation Committee considered the following criteria: •Size Parameters: REITs within an appropriate size range in terms of implied equity market capitalization and total capitalization, which we define as approximately 0.5x to no more than 2.5x relative to BNL •Asset Focus: Focus on net lease REITs that use similar lease structures and who we most directly compete with for investment opportunities and talent •Overall Composition: Aim to approximate the median of the peer group in terms of implied equity market capitalization and total capitalization Following the review of the peer group in July 2024, the Compensation Committee determined that no changes were necessary to the 2024 peer group for the 2025 fiscal year. The resulting group of peer companies (the “Compensation Peer Group”) consists of 14 real estate investment trusts. In establishing the Compensation Peer Group, the Company considered total capitalization and implied equity market capitalization according to S&P Global Market Intelligence data, seeking a peer group in which the Company falls at approximately the midpoint of both measurement ranges. The Compensation Peer Group for the 2025 fiscal year included:

  41. Peer Group Data

    | 2025 Compensation Peer Group | | | | Freestanding REITs | •Agree Realty Corporation (ADC) •Essential Properties Realty Trust, Inc. (EPRT) | •Four Corners Property Trust, Inc. (FCPT) •NNN REIT, Inc. (NNN) | | Industrial REITs | •EastGroup Properties, Inc. (EGP) •First Industrial Realty Trust, Inc. (FR) •LXP Industrial Trust (LXP) | •Plymouth Industrial REIT, Inc. (PLYM) •STAG Industrial, Inc. (STAG) | | Other Net Lease REITs (Healthcare, Office or Specialty) | •CareTrust REIT, Inc. (CTRE) •Easterly Government Properties, Inc. (DEA) •EPR Properties (EPR) | •LTC Properties, Inc. (LTC) •Sila Realty Trust, Inc. (SILA) |

  42. Peer Group Data

    The Compensation Committee utilized data from the Compensation Peer Group in connection with 2025 compensation matters. A second group of peer companies has been adopted as part of the Company’s long-term incentive program performance-based awards, as discussed more fully below.

  43. Peer Group Data

    | | 35 | 2026 Proxy Statement |

  44. Base Salary

    | Key Actions Limited salary increases were provided in 2025, consistent with our pay-for-performance culture and our annual benchmarking processes. |

  45. Annual Bonus

    Annual Bonus

  46. Annual Bonus

    | Key Actions The Company approved a bonus program that was based on the achievement of pre-established financial and strategic goals, with actual payouts determined in accordance with the approved scorecard. Target and maximum bonus opportunities for Mr. Caruso and Ms. O’Brien were increased to be more competitive with market peers. |

  47. Annual Bonus

    During 2025, our NEOs were eligible for annual cash bonus payments based in part upon: •Achieving objective financial performance goals during the year, and •The achievement of certain strategic priorities and individual performance. We believe that the above annual cash bonus programs are important incentive tools for motivating achievement of the Company’s goals for the forthcoming fiscal year. We believe that the Company’s 2025 annual bonus program is consistent with market and best practices.

  48. Annual Bonus

    | | 36 | 2026 Proxy Statement |

  49. Annual Bonus

    Cash bonus opportunities are determined at the beginning of each year by the Compensation Committee based on the review of competitive market data and internal pay considerations.

  50. Annual Bonus

    | NEO | Threshold Bonus (as a % of Base Salary) | Target Bonus (as a % of Base Salary) | Maximum Bonus (as a % of Base Salary) | | John D. Moragne | 60% | 120% | 240% | | Ryan M. Albano | 50% | 100% | 200% | | Kevin M. Fennell | 50% | 100% | 200% | | Michael B. Caruso | 30% | 65% | 100% | | Jennie O'Brien | 30% | 52.5% | 75% |

  51. 2025 Bonus Measures

    2025 Bonus Measures For 2025, our bonus program applicable to all NEOs and SVPs allocated 75% of the target bonus opportunity to objective corporate metrics. The Compensation Committee approved the objective corporate financial goals consistent with the Company’s Board‑approved budget. The AFFO target was set at the midpoint of the Company’s publicly disclosed guidance range, representing an approximately 3% increase over prior‑year AFFO, with the maximum set at approximately 4% increase over prior-year AFFO. In establishing these goals, the Committee sought to ensure that incentive opportunities were aligned with externally communicated expectations and required disciplined execution maintaining a clear link between pay and performance. Additionally, 25% of the target bonus opportunity was allocated to the assessment of key strategic priorities and individual performance (the “Structured Discretionary Bonus Program”). Bonus payouts under the annual incentive program are not guaranteed and are earned only upon the achievement of applicable performance criteria. In March 2025, the Compensation Committee approved metrics and goals for the annual cash bonus program in respect of 2025, with 2025 scorecard objective components that are weighted as follows:

  52. 2025 Bonus Measures

    | Metric | Weighting | Threshold | Target | Maximum | Actual Performance Payout | | AFFO per Share | 50% | $1.45 | $1.47 | $1.49 | $1.49 | | Net Debt to Annualized Adjusted EBITDAre | 15% | 5.75x | 5.5x | 5.25x | 5.77x | | Economic Occupancy | 10% | 97.0% | 98.0% | 99.0% | 99.8% | | Structured Discretionary Bonus Program (1) | 25% | 63 (out of 125 possible points) | 91 (out of 125 possible points) | 125 (out of 125 possible points) | 112 (out of 125 possible points) |

  53. 2025 Bonus Measures

    (1)For the assessment of the Structured Discretionary Bonus Program, the Compensation Committee reviewed performance as compared to strategic priorities that had an impact on the Company’s overall performance for the year (with each priority providing the ability to earn a set number of points that varies based on the importance and effort required under each category), including: (a) investment activity: (i) successful development of the Company’s build-to-suit pipeline; (ii) successful commitment to fund revenue generating capital expenditure projects with existing tenants; and (iii) accretive deployment of capital into investment opportunities, generally; (b) in- place portfolio management: (i) successful management of lease rollover process; (ii) successful collection of at least 99% of contractually owed rents; and (iii) successful resolution of various distressed-tenant situations; (c) investor relations: (i) increased stockholder engagement; (ii) hosting of “Investor Day” with stockholders and potential investors; and (iii) improvements to external communications materials; (d) additional strategic priorities: (i) internal reporting and data storage enhancements; (ii) completion of treasury management review and transition to new financial reporting platform; and (iii) ongoing financial reporting and SOX compliance; and (e) culture of inclusion and belonging and sustainability: (i) completion of Mission, Vision, and Values project; (ii) continued development and implementation of various training programs, including programs dedicated to management, functional areas of expertise, and ongoing inclusivity training; and (iii) third annual sustainability report. Based on its assessment of performance in these areas, the Compensation Committee approved a 90% achievement on the program.

  54. 2025 Bonus Measures

    | | 37 | 2026 Proxy Statement |

  55. 2025 Bonus Measures

    In addition to formulaic results under the annual bonus program, the Compensation Committee retained the ability to apply individual performance adjustments to final cash bonus payouts. For fiscal year 2025, such adjustments for executive officers (other than the Chief Executive Officer) were approved ranging from $15,000 to $50,000. In evaluating individual performance, the Committee considered factors such as leadership effectiveness, execution against strategic priorities, and contributions to overall Company performance. For the Chief Executive Officer, the bonus was only paid in accordance with the formulaic results.

  56. 2025 Bonus Payouts

    2025 Bonus Payouts In February 2026, the Compensation Committee approved annual cash awards calculated under the annual bonus plan as follows:

  57. 2025 Bonus Payouts

    | Name | 2025 Actual Bonus Awarded | 2025 Actual Bonus (as a % of maximum payout) | 2025 Actual Bonus (as a % of Base Salary) | | John D. Moragne | $1,187,770 | 82% | 198% | | Ryan M. Albano | $874,840 | 87% | 175% | | Kevin M. Fennell | $736,114 | 87% | 173% | | Michael B. Caruso | $260,079 | 91% | 91% | | Jennie O’Brien | $185,123 | 88% | 67% |

  58. Annual Long-Term Incentive Program

    Annual Long-Term Incentive Program

  59. Annual Long-Term Incentive Program

    | Key Actions We continue to target outperformance in our performance-based equity awards with relative TSR goals calibrated above our peers. In 2025, the target LTI opportunities were increased to better align each NEO’s total compensation opportunity with the median of our Compensation Peer Group for comparable roles, consistent with our compensation philosophy to emphasize alignment of the interests of management and the Company’s stockholders. |

  60. Annual Long-Term Incentive Program

    The main objectives of our long-term equity incentive program are to (1) incentivize our executives to work toward the achievement of our long-term performance goals, (2) provide competitive compensation opportunities in order to attract and retain key individuals, (3) promote retention of executives through multi-year vesting periods with a combination of performance-based and time-based equity awards, and (4) create strong alignment with stockholders’ interests by fostering an “ownership mentality” among our executives. The Compensation Committee believes the structure of the program appropriately reflects these objectives and supports a pay-for-performance philosophy consistent with REIT industry practice.

  61. Annual Long-Term Incentive Program

    | | 38 | 2026 Proxy Statement |

  62. Annual Long-Term Incentive Program

    For 2025, the Company’s long-term incentive program utilized the following mix of equity vehicles, which was designed to be more rigorous and target outperformance as compared to the Compensation Peer Group:

  63. Annual Long-Term Incentive Program

    | Type of Equity Award | Weighting | Key Features | | Performance-Based Restricted Stock Units ("RSUs") | 60% (40% for Mr. Caruso and Ms. O'Brien) | •Vest solely on relative total shareholder return (“rTSR”) versus a group of net lease peer companies (50%) and the MSCI US REIT Index (50%) •Requires 80% percentile relative performance to achieve the maximum payout and 55th percentile performance to achieve the target •Earned awards are subject to a reduction of 25% if TSR is negative (but in no event will such payout be reduced below target) •Earned awards cliff vest at the end of the three-year performance period | | Time-Based Restricted Shares | 40% (60% for Mr. Caruso and Ms. O'Brien) | •Vest 25% per year over four years |

  64. Annual Long-Term Incentive Program

    Vesting may be accelerated in the case of certain involuntary termination events, as more fully described under Potential Payments in Event of Termination or Change in Control.

  65. 2025 Target Award Values

    2025 Target Award Values The Compensation Committee considers relevant market data when establishing target award opportunities. The Committee believes that selectively increasing long‑term incentive (“LTI”) opportunities to better align total compensation with the market median emphasizes stockholder alignment by increasing the proportion of compensation that is equity‑based and performance‑oriented, thereby reinforcing an ownership mindset focused on long‑term stockholder value creation. The 2025 annual LTI targets values for the CEO and other NEOs, as compared to the prior year, are shown in the following table (the number of shares associated with each award is set forth in the Grants of Plan- Based Awards table). Prior to the 2025 LTI target value adjustments, our CEO’s total compensation opportunity was below the 25th percentile of the Compensation Peer Group and accordingly, a more meaningful increase was provided. However, following the adjustments, our CEO’s total compensation opportunity still fell below the median of the Compensation Peer Group.

  66. 2025 Target Award Values

    | | 2025 | | | | | | NEO | Time-Based Restricted Stock Award | Performance- Based RSUs | Total Target Long-Term Incentive Value(1) | 2024 Target LTI Value | Increase in Target Value | | John D. Moragne | $1,280,000 | $1,920,000 | $3,200,000 | $2,000,000 | +$1,200,000 | | Ryan M. Albano | $660,000 | $990,000 | $1,650,000 | $1,500,000 | +$150,000 | | Kevin M. Fennell | $330,000 | $495,000 | $825,000 | $750,000 | +$75,000 | | Michael B. Caruso | $180,000 | $120,000 | $300,000 | $300,000 | - | | Jennie O’Brien | $150,000 | $100,000 | $250,000 | $250,000 | - |

  67. 2025 Relative Total Shareholder Return Grants

    | Performance Level(1) | Relative Ranking(2) | Shares Earned as a Percentage of Target | Relative Ranking(2) | Shares Earned as a Percentage of Target | | Index | BNL vs. rTSR Peer Group (50% of Award) | | BNL vs. MSCI US REIT (50% of Award) | | | < Threshold | <30th Percentile | 0% | <30th Percentile | 0% | | Threshold | 30th Percentile | 50% | 30th Percentile | 50% | | Target | 55th Percentile | 100% | 55th Percentile | 100% | | Maximum | 80th Percentile | 200% | 80th Percentile | 200% |

  68. 2025 Relative Total Shareholder Return Grants

    (1)Straight-line interpolation is applied for performance between threshold and target, and target and maximum (2)Measured at the end of the three-year performance period of February 28, 2025 to February 28, 2028, subject to the Compensation Committee’s discretion to recognize special or non-recurring situations or circumstances at peer companies Beginning with rTSR grants made in 2024, the Company has incorporated an absolute total shareholder return modifier. Payouts will be reduced by 25% if total shareholder return during an applicable performance period exceeds target on a relative basis but is negative on an absolute basis; provided, however, that in such instances payouts will never be reduced below target. The rTSR peer group consists of net lease REITs that were selected by the Compensation Committee, in consultation with FPC, that are most comparable to the Company in terms of asset type, business model, and with whom the Company most directly competes with for investor capital. While there is a high degree of overlap between the rTSR peer group and the Compensation Peer Group, the rTSR peer group places less emphasis on company size.

  69. 2025 Relative Total Shareholder Return Grants

    | rTSR Performance Peer Group | | | Agree Realty Corporation* | LXP Industrial Trust* | | EPR Properties* | NETSTREIT Corp. | | Essential Properties Realty Trust, Inc.* | NNN REIT, Inc.* | | Four Corners Property Trust, Inc.* | Plymouth Industrial REIT, Inc.* | | Getty Realty Corp | Realty Income Corporation | | Gladstone Commercial Corporation | Sila Realty Trust, Inc.* | | Global Medical REIT, Inc. | STAG Industrial, Inc.* | | Global Net Lease, Inc. | W.P. Carey, Inc. |

  70. Settlement of rTSR Grants

    | Performance Results of 2022 rTSR Grants | | The 2022 rTSR grants were earned as of February 28, 2025: •vs. rTSR Peer Group: 13th Percentile and 0% earned •vs. MSCI US REIT Peer Group: 48th percentile and 86% earned •Total payout: 43% of target earned |

  71. Settlement of rTSR Grants

    The rTSR performance period for the rTSR RSUs granted in 2022 ended, and the performance-based RSUs have vested in the following amounts as of February 28, 2025.

  72. Settlement of rTSR Grants

    (1)Ms. O’Brien did not receive rTSR RSUs granted in 2022. (2)The rTSR RSUs granted in 2022 were awarded to Messrs. Moragne, Albano, Fennell, and Caruso while they served in their then- current roles of: EVP and Chief Operating Officer (Mr. Moragne); EVP and Chief Financial Officer (Mr. Albano); SVP, Capital Markets & Credit Risk (Fennell); and SVP, Corporate Finance & Investor Relations (Mr. Caruso). (3)Includes 2,049 shares representing accrued dividends during the applicable performance period. (4)Includes 125 shares representing accrued dividends during the applicable performance period. (5)Includes 137 shares representing accrued dividends during the applicable performance period. The performance period for the rTSR RSUs granted in 2025, 2024, and 2023 had not yet ended as of December 31, 2025. The performance period for the 2023 rTSR grants ended on February 27, 2026 and resulted in the following payouts.

  73. Settlement of rTSR Grants

    | Performance Results of 2023 rTSR Grants | | The 2023 rTSR grants were earned as of February 27, 2026 and better reflect our recent outperformance relative to peers: •vs. rTSR Peer Group: 85th Percentile and 200% earned •vs. MSCI US REIT Peer Group: 74th percentile and 177% earned •Total payout: 188.5% of target earned |

  74. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation Committee does not believe that any of the Company’s compensation programs expose the Company to excessive risk but instead encourage behavior that supports sustainable value creation for stockholders by appropriately balancing risk and reward. In approving compensation programs, the Compensation Committee considers whether the compensation programs encourage unnecessary or excessive risk taking. Our Compensation Committee designed our compensation programs to mitigate any potential risks by utilizing compensation vehicles with the following characteristics: •A mix of compensation elements that provide focus on both short- and long-term goals, as well as cash and equity-based compensation so as not to inappropriately emphasize one measure of our performance; •Caps on the maximum payouts available and minimum thresholds required before payment under certain incentive programs, including our annual and long-term incentive programs; •Stock ownership guidelines that require our executive officers to accumulate and maintain a significant ownership interest in the Company; •Oversight of programs (or components of programs) by a broad-based group of individuals, including human resources, finance, internal audit, and an independent compensation consultant; •Setting performance goals that are intended to be challenging yet provide employees with a reasonable opportunity to reach the threshold amount, while requiring meaningful performance to reach the target level and substantial performance to reach the maximum level; •Final awards under the annual incentive program are subject to the discretion of the Compensation Committee which may consider both quantitative and qualitative factors in respect of Company and individual achievements; •Our insider trading policy prohibits all employees (including officers) and directors and certain of their respective family members and controlled entities from engaging in transactions in our securities that are speculative in nature, including, but not limited to prohibiting short selling, purchasing options, taking out margin loans against stock options, hedging or engaging in any other type of speculative arrangement that has a similar economic effect without the full risk or benefit of ownership, and transacting in the securities of any entity with which the Company is discussing significant business matters; •All shares awarded under the equity awards are payable in the form of performance-based restricted stock units that are earned and become vested at the end of a three-year performance period or time- based restricted shares that vest annually over a period of three or four years based on the executive’s continued employment on the applicable vesting date. Specifically, the performance-based restricted stock units are based on performance criteria relative to total shareholder return ensuring that our executives’ interests align with those of our stockholders over the long term; and •FPC assists with the review of the executive compensation policies and practices.

  75. Summary Compensation Table

    Summary Compensation Table The following table sets forth the portion of compensation paid to the NEOs that is attributable to services performed during the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023.

  76. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | John D. Moragne | 2025 | 600,000 | - | 3,918,506 | 1,187,770 | 358,725(3) | 6,065,001 | | Chief Executive Officer | 2024 | 600,000 | - | 4,361,782 | 1,392,785 | 259,155 | 6,613,722 | | | 2023 | 575,000 | - | 2,393,189 | 1,143,692 | 83,706 | 4,195,587 | | Ryan M. Albano | 2025 | 500,000 | - | 2,020,498 | 874,840 | 210,368(4) | 3,605,706 | | President and Chief Operating Officer | 2024 | 500,000 | - | 2,677,590 | 967,212 | 166,483(5) | 4,311,285 | | | 2023 | 491,667 | - | 1,794,897 | 794,231 | 75,125 | 3,155,920 | | Kevin M. Fennell | 2025 | 425,000 | - | 1,010,260 | 736,114 | 168,059(5) | 2,339,432 | | Executive Vice President and Chief Financial Officer | 2024 | 375,000 | - | 1,932,556 | 725,409 | 139,828 | 3,172,793 | | | 2023 | 354,821 | | 1,197,449 | 595,673 | 53,431 | 2,201,374 | | Michael B. Caruso | 2025 | 285,000 | - | 351,210 | 260,079 | 106,057(6) | 1,002,346 | | Senior Vice President, Underwriting and Strategy | 2024 | 285,000 | - | 1,124,951 | 208,558 | 87,709 | 1,706,218 | | Jennie O'Brien | 2025 | 275,000 | - | 452,149 | 185,123 | 73,816(7) | 986,089 | | Senior Vice President, Chief Accounting Officer | | | | | | | |

  77. Summary Compensation Table

    (1)The amounts included in the “Stock Awards” column represent the grant date fair value of the restricted shares computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 2 – Summary of Significant Accounting Policies – Stock-Based Compensation to the audited consolidated financial statements of Broadstone Net Lease, Inc. included in our Form 10-K for the fiscal year ended December 31, 2025. The grant date fair value of the performance-based restricted stock unit awards in this column is based on the Monte Carlo value of $21.12 per share and at the target level of performance, which for each of Messrs. Moragne, Albano, Fennell, and Caruso, and Ms. O’Brien is $2,557,970, $1,318,965, $659,493, $159,878, and $133,246, respectively. The grant date fair value of the performance-based restricted stock unit awards based on the maximum level of performance for each of Messrs. Moragne, Albano, Fennell, and Caruso, and Ms. O’Brien is $5,115,940, $2,637,930, $1,318,986, $319,757, and $266,492, respectively. (2)The amounts included in the “Non-Equity Incentive Plan Compensation” column include the amount of the 2025 annual bonus paid to each of the NEOs in February 2026. (3)This amount includes (i) $14,000 in matching contributions made to the 401(k) Plan on behalf of Mr. Moragne, (ii) $342,225 in dividends received with respect to unvested restricted shares, (iii) $1,300 in employer contributions made to a health savings account, and (iv) $1,200 for a monthly mobile phone stipend or fees. (4) This amount includes (i) $14,000 in matching contributions made to the 401(k) Plan on behalf of Mr. Albano, (ii) $195,168 in dividends received with respect to unvested restricted shares and (iii) $1,200 for a monthly mobile phone stipend or fees. (5)This amount includes (i) $14,000 in matching contributions made to the 401(k) Plan on behalf of Mr. Fennell, (ii) $150,659 in dividends received with respect to unvested restricted, (iii) $1,300 in employer contributions made to a health savings account, (iv) $1,200 for a monthly mobile phone stipend or fees, and (v) $900 for a monthly internet stipend or fees. (6)This amount includes (i) $9,767 in matching contributions made to the 401(k) Plan on behalf of Mr. Caruso, (ii) $87,993 in dividends received with respect to unvested restricted shares, (iii) $4,233 in a true-up matching contribution made to the 401(k) Plan in 2025 in respect of contributions made in 2024, (iv) $1,300 in employer contributions made to a health savings account, (v) $1,564 in respect of the Service Anniversary Award for 2025, and (vi) $1,200 for a monthly mobile phone stipend or fees. (7)This amount includes (i) $14,000 in matching contributions made to the 401(k) Plan on behalf of Ms. O’Brien, (ii) $57,766 in dividends received with respect to unvested restricted shares, (iii) $850 in employer contributions made to a health savings account and (iv) $1,200 for a monthly mobile phone stipend or fees.

  78. Summary Compensation Table

    | | 44 | 2026 Proxy Statement |

  79. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table summarizes the awards granted to each of the NEOs during the fiscal year ended December 31, 2025.

  80. Grant of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)(1) | Target (#)(1) | Maximum (#)(1) | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards ($)(4) | | John D. Moragne | 2/28/2025 | — | — | — | — | — | — | 80,744 (2) | 1,360,536 | | | 2/28/2025 | — | — | — | 60,558 | 121,116 | 242,232 | — | 2,557,970 | | | — | 360,000 | 720,000 | 1,440,000 | — | — | — | — | — | | Ryan M. Albano | 2/28/2025 | — | — | — | — | — | — | 41,634 (2) | 701,533 | | | 2/28/2025 | — | — | — | 31,226 | 62,451 | 124,902 | — | 1,318,965 | | | — | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | Kevin M. Fennell | 2/28/2025 | — | — | — | — | — | — | 20,817 (2) | 350,766 | | | 2/28/2025 | — | — | — | 15,613 | 31,226 | 62,452 | — | 659,493 | | | — | 212,500 | 425,000 | 850,000 | — | — | — | — | — | | Michael B. Caruso | 2/28/2025 | — | — | — | — | — | — | 11,355 (2) | 191,332 | | | 2/28/2025 | — | — | — | 3,785 | 7,570 | 15,140 | — | 159,878 | | | — | 85,500 | 185,250 | 285,000 | — | — | — | — | — | | Jennie O'Brien | 2/28/2025 | — | — | — | — | — | — | 9,463 (2) | 159,452 | | | 2/28/2025 | — | — | — | — | — | — | 9,463 (3) | 159,452 | | | 2/28/2025 | — | — | — | 3,155 | 6,309 | 12,618 | — | 133,246 | | | — | 82,500 | 144,375 | 206,250 | — | — | — | — | — |

  81. Grant of Plan-Based Awards

    (1)Represents grant of performance-based restricted stock units made on February 28, 2025 with market vesting conditions. Under the terms of the award agreement, the restricted stock units are scheduled to vest on February 28, 2028, with the ability to earn shares of the Company’s Common Stock in a range of 0% to 200% of the awarded number of restricted stock units based on linear interpolation of the relative total shareholder return of shares of the Company’s Common Stock relative to the total shareholder return of other publicly traded REIT companies in a selected peer group identified in the award agreement and the MSCI US REIT index. (2)Represents grant of time-based restricted shares made on February 28, 2025. Under the terms of the award agreement, the restricted shares are scheduled to vest in equal installments on each of February 28, 2026, February 28, 2027, February 28, 2028, and February 28, 2029. (3)Represents a one-time promotion grant award to Ms. O’Brien in connection with her promotion to Chief Accounting Officer. Under the terms of the award agreement, the restricted shares are scheduled to vest in equal installments on each of February 28, 2026, February 28, 2027, and February 28, 2028. (4)Grant date fair value of restricted stock units with market vesting conditions assumes that awards will vest at target. If highest levels of market conditions are achieved, grant date fair value would be higher.

  82. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  83. Outstanding Equity Awards Table for Fiscal Year End

    Outstanding Equity Awards Table for Fiscal Year End

  84. Outstanding Equity Awards Table for Fiscal Year End

    | Name | Year of Grant | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | John D. Moragne | 2022 | 4,083 (3) | 70,922 | — | — | | | 2023 | 22,332 (3) | 387,907 | 133,994 | 2,327,476 | | | 2024 | 200,069 (3) | 3,475,199 | 154,894 | 2,690,509 | | | 2025 | 80,744 (3) | 1,402,523 | 242,232 | 4,207,570 | | Ryan M. Albano | 2022 | 4,083 (4) | 70,922 | — | — | | | 2023 | 16,749 (4) | 290,930 | 100,496 | 1,745,616 | | | 2024 | 109,716 (4) | 1,905,767 | 116,170 | 2,017,873 | | | 2025 | 41,634 (4) | 723,183 | 124,902 | 2,169,548 | | Kevin M. Fennell | 2022 | 873 (5) | 15,164 | — | — | | | 2023 | 13,958 (5) | 242,450 | 50,248 | 872,808 | | | 2024 | 95,194 (5) | 1,653,520 | 58,086 | 1,008,954 | | | 2025 | 20,817 (5) | 361,591 | 62,452 | 1,084,791 | | Michael B. Caruso | 2022 | 952 (6) | 16,536 | — | — | | | 2023 | 4,187 (6) | 72,728 | 11,168 | 193,988 | | | 2024 | 58,730 (6) | 1,020,140 | 15,490 | 269,061 | | | 2025 | 11,355 (6) | 197,236 | 15,140 | 262,982 | | Jennie O'Brien | 2022 | 453 (7) | 7,869 | — | — | | | 2023 | 7,072 (7) | 122,841 | 8,934 | 155,184 | | | 2024 | 28,397 (7) | 493,256 | 10,328 | 179,397 | | | 2025 | 18,926 (7) | 328,745 | 12,618 | 219,175 |

  85. Outstanding Equity Awards Table for Fiscal Year End

    (1)Value based on the per-share closing market price of the Company’s Common Stock on December 31, 2025, which was $17.37. (2)The number of performance-based restricted stock units with respect to the Company’s Common Stock included in this column includes the maximum number of performance-based restricted stock units for each of the 2023, 2024, and 2025 grants, each subject to vesting based on total shareholder return as described in the Grants of Plan-Based Awards Table. (3)Mr. Moragne’s restricted shares are scheduled to vest as follows: (i) 44,260 restricted shares will vest on February 28, 2027, (ii) 33,093 restricted shares will vest on February 28, 2028, and (iii) 181,532 restricted shares will vest on February 28, 2029. 48,343 of Mr. Moragne’s restricted shares vested in February 2026. (4)Mr. Albano’s restricted shares are scheduled to vest as follows: (i) 28,463 restricted shares will vest on February 28, 2027, (ii) 20,009 restricted shares will vest on February 28, 2028, and (iii) 91,081 restricted shares will vest on February 28, 2029. 32,548 of Mr. Albano’s restricted shares vested in February 2026. (5)Mr. Fennell’s restricted shares are scheduled to vest as follows: (i) 14,232 restricted shares will vest on February 28, 2027, (ii) 10,044 restricted shares will vest on February 28, 2028, and (iii) 85,877 restricted shares will vest on February 28, 2029. 20,689 of Mr. Fennell’s restricted shares vested in February 2026. (6)Mr. Caruso’s restricted shares are scheduled to vest as follows: (i) 14,290 restricted shares will vest on February 28, 2027, (ii) 5,743 restricted shares will vest on February 28, 2028, and (iii) 39,948 restricted shares will vest on February 28, 2029. 15,243 of Mr. Caruso’s restricted shares vested in February 2026. (7)Ms. O’Brien’s restricted shares are scheduled to vest as follows: (i) 9,131 restricted shares will vest on February 28, 2027, (ii) 7,456 restricted shares will vest on February 28, 2028, and (iii) 24,954 restricted shares will vest on February 28, 2029. 13,307 of Ms. O’Brien’s restricted shares vested in February 2026.

  86. Outstanding Equity Awards Table for Fiscal Year End

    | | 48 | 2026 Proxy Statement |

  87. Stock Vested and Settled

    Stock Vested and Settled The following table summarizes the number of securities underlying the equity awards held by each of the NEOs as of the fiscal year ended December 31, 2025.

  88. Stock Vested and Settled

    | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Settlement or Vesting ($)(2) | | John D. Moragne | 44,256 | 744,314 | | Ryan M. Albano | 38,238 | 643,151 | | Kevin M. Fennell | 17,716 | 297,829 | | Michael B. Caruso | 14,706 | 247,233 | | Jennie O'Brien | 8,191 | 137,691 |

  89. Stock Vested and Settled

    (1)For each of Messrs. Moragne, Albano, Fennell, and Caruso and Ms. O’Brien, an aggregate of 22,594, 19,521, 6,923, 5,302, and 2,953 restricted shares, respectively, were withheld to cover taxes. (2)Represents the fair value of the shares of the Company’s Common Stock following the lapse of the vesting conditions for the restricted shares.

  90. Potential Payments in Event of Termination or Change in Control

    Potential Payments in Event of Termination or Change in Control

  91. Description of the 2020 Omnibus Equity Incentive Plan

    | CEO PAY RATIO |

  92. Description of the 2020 Omnibus Equity Incentive Plan

    | PAY VERSUS PERFORMANCE DISCLOSURE |

  93. Pay Versus Performance Table

    Pay Versus Performance Table As required by the Securities and Exchange Commission, the following table is intended to illustrate compensation “actually paid” to our NEOs as compared to (i) our total shareholder return (“TSR”) performance (on an absolute and relative basis), (ii) net income, and (iii) AFFO per share, the Company’s selected measure. Differences in our summary compensation table amounts and compensation actually paid reflect changes in the fair value of equity awards, both outstanding and vested in each year, and the probability assessment of performance under our performance share plan (“PSP”) at the end of each fiscal year. The tabular and narrative disclosures provided below are intended to be calculated in a manner consistent with the applicable SEC rules and may reflect reasonable estimates and assumptions where appropriate. The following table provides information required under the SEC’s Item 402(v) of Regulation S-K disclosing (i) a measure of total compensation (calculated in the same manner as used for the Summary Compensation Table for our principal executive officer (“PEO”) and, as an average, for our other NEOs (“Non- PEO NEOs”)), (ii) a measure of compensation referred to as “compensation actually paid” (or “CAP”) and calculated in accordance with the available SEC guidance for our PEO and, as an average, for our Non-PEO NEOs, and (iii) certain financial performance measures, in each case, for our four most recently completed fiscal years.

  94. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO (Mr. Czarnecki) ($)(1) | Compensation Actually Paid to PEO (Mr. Czarnecki) ($) | Summary Compensation Table Total for PEO (Mr. Moragne) ($)(1) | Compensation Actually Paid to PEO (Mr. Moragne) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Company TSR ($)(3) | MSCI US REIT TSR ($)(3) | Net Income (Loss) ($ in thousands) | AFFO per Share ($) | | 2025 | - | - | 6,065,001 | 9,787,375 | 2,147,408 | 3,169,615 | 121.16 | 137.53 | 99,416 | 1.49 | | 2024 | - | - | 6,613,722 | 7,479,764 | 2,708,110 | 2,748,950 | 103.42 | 133.59 | 168,989 | 1.43 | | 2023 | 944,354 | 1,141,357 | 4,195,587 | 4,328,743 | 1,854,801 | 1,940,203 | 104.72 | 122.84 | 163,312 | 1.41 | | 2022 | 4,464,584 | 2,089,127 | - | - | 1,522,899 | 1,018,135 | 91.93 | 108.00 | 129,475 | 1.40 | | 2021 | 4,428,205 | 5,989,430 | - | - | 1,475,820 | 1,615,407 | 132.66 | 143.06 | 109,528 | 1.31 |

  95. Pay Versus Performance Table

    (1)In accordance with applicable SEC rules, since Mr. Czarnecki and Mr. Moragne each served as CEO during 2023, they are both included in the table above as a PEO. (2)Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  96. Pay Versus Performance Table

    | Year | PEO 1 | PEO 2 | Non-PEO NEOs | | 2025 | - | John D. Moragne | Ryan M. Albano, Kevin M. Fennell, Michael B. Caruso, Jennie O'Brien | | 2024 | - | John D. Moragne | Ryan M. Albano, Kevin M. Fennell, Michael B. Caruso, William D. Garner | | 2023 | Christopher J. Czarnecki | John D. Moragne | Ryan M. Albano, Roderick A. Pickney, John D. Callan, Jr., Kevin M. Fennell | | 2022 | Christopher J. Czarnecki | - | Ryan M. Albano, John D. Moragne, Roderick A. Pickney, John D. Callan, Jr. | | 2021 | Christopher J. Czarnecki | - | Ryan M. Albano, John D. Moragne, Roderick A. Pickney, Andrea T. Wright, Sean T. Cutt |

  97. Pay Versus Performance Table

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  98. Pay Versus Performance Table

    Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined based on the stock price at the end of each fiscal year taking into account the probable outcome as of the end of the year for outstanding performance awards. The following table sets forth the adjustments we made in the pay-versus-performance table in order to arrive at the amount of compensation “actually paid” to our NEOs:

  99. Pay Versus Performance Table

    | Adjustments to Determine Compensation “Actually Paid” for PEO2 (Mr. Moragne) | 2025 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | $(3,918,506) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | $4,542,456 | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | $2,521,792 | | Increase for Fair Value of Awards Granted during year that Vested | $— | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $(87,802) | | Increase based on Dividends paid or accrued prior to Vesting Date of Award | $664,434 | | Total Adjustments | $3,722,373 | | Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs (Average) | 2025 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | $(1,097,716) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | $1,099,786 | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | $827,161 | | Increase for Fair Value of Awards Granted during year that Vested | $— | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $(17,597) | | Increase based on Dividends paid or accrued prior to Vesting Date of Award | $210,572 | | Total Adjustments | $1,022,208 |

  100. Pay Versus Performance Table

    (3)The reported cumulative TSR is calculated by the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s closing share price at the end of the first trading day and at the end of the measurement period, based on an initial $100 investment on this date.

  101. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the descriptions below of the relationships between the reported CAP amounts and each of the financial performance measures presented in the Pay Versus Performance Table. While the Company utilizes several financial performance measures to provide incentives to the executives with a goal of aligning executive compensation with Company performance, all of these performance measures are not presented in the Pay Versus Performance Table. Moreover, the Company makes compensation decisions based on a number of factors, as more fully described in the section of this Proxy Statement entitled “Compensation Discussion and Analysis,” and has not, specifically evaluated the performance measures reported in the Pay Versus Performance Table with the NEOs’ CAP amounts (as calculated in accordance with Item 402(v) of Regulation S-K) for a particular year. Therefore, the alignment outcomes reported below may not accurately reflect the Company’s goals of linking pay with performance and aligning the interests of NEOs with those of our stockholders.

  102. Relationship Between Compensation Actually Paid and Financial Measures

    Relationship Between Compensation Actually Paid and Financial Measures The graphs below compare the Compensation Actually Paid to our CEO and the average of the Compensation Actually Paid to our remaining NEOs, with (i) our cumulative TSR, (ii) the MSCI US REIT Index TSR (Index TSR), (iii) our AFFO per share, and (iv) our net income, in each case, for the fiscal years ended December 31, 2025, 2024, 2023, 2022, and 2021. As is typical for a company in the REIT industry, the Company does not consider net income (loss) as a key indicator of Company performance or stockholder value creation, and as such, it is not used directly as a performance metric in either the annual incentive program or the long-term incentive program. Therefore, there is no specific relationship between the Company’s net income (loss) outcome for a particular year and our compensation decisions. TSR amounts reported in the graphs below assume an initial fixed investment of $100 invested on December 31, 2020, and that all dividends were reinvested into additional shares of common stock during the applicable performance period.

  103. Compensation Actually Paid and AFFO Per Share

    Compensation Actually Paid and AFFO Per Share

  104. Compensation Actually Paid and AFFO Per Share

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  105. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR

  106. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss)

  107. Compensation Actually Paid and Net Income (Loss)

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  108. Compensation Actually Paid and Net Income (Loss)

    | BENEFICIAL OWNERSHIP |