🧾 What This Document Is

This is a Proxy Statement (DEF 14A) for Postal Realty Trust, Inc. Think of it as an invitation and information packet for the company's owners (stockholders). It explains what will be voted on at the annual meeting and provides all the details you need to make informed decisions.

👉 In simple terms: If you own stock in Postal Realty, this is your guide to the upcoming meeting where you get to vote on key company matters.

🏢 What The Company Does

Postal Realty Trust is a real estate investment trust (REIT) that specializes in owning and operating properties leased to the United States Postal Service (USPS). They are the "landlord" for post offices across the country.

Business Model: They buy postal properties, lease them back to the USPS on long-term contracts, and collect the rent. This provides stable, predictable income. They also manage properties for other postal property owners.

🗳️ The Annual Meeting & Your Vote

When & Where: Friday, May 15, 2026, at 10:00 a.m. ET, at their office: 75 Columbia Avenue, Cedarhurst, NY 11516.

Record Date: You must have owned shares by the close of business on March 16, 2026, to vote.

How to Vote: You can vote by internet, phone, or mail before the meeting. Your vote matters, even if you can't attend in person!

The 4 Main Proposals You'll Vote On:

Elect 5 Directors to the board.
Ratify (approve) Deloitte & Touche LLP as the company's auditor for 2026.
Say-on-Pay: A non-binding vote to approve the 2025 compensation of top executives.
Amend the Employee Stock Purchase Plan (ESPP) to add 100,000 more shares for employees to buy.

👉 The Board recommends a "FOR" vote on all 4 proposals.

👥 The Board of Directors & Governance

The board has 5 members, 4 of whom are considered independent. Here are the nominees for election:

Patrick R. Donahoe (Age 70): Former Postmaster General of the USPS. Brings deep postal service knowledge.
Barry Lefkowitz (Age 64): Real estate executive and former CFO of major REITs. The board's "financial expert."
Jane Gural-Senders (Age 77): Real estate executive from a major NYC property firm. Provides real estate expertise.
Anton Feingold (Age 45): Partner and General Counsel at Ares Management, a major investment firm. Legal & capital markets expert.
Andrew Spodek (Age 50): The company's CEO and founder. Has over 20 years of experience focused solely on postal real estate.

Why it matters: This board has a very specific skill set tailored to the company's niche: postal service relationships, real estate, finance, and legal expertise from the investment world.

⚖️ Governance & Policies (The Rulebook)

The company highlights its strong governance structure:

Separate CEO & Board Chair: Andrew Spodek (CEO) is not the Board Chair (that's Patrick Donahoe). This provides checks and balances.
No Anti-Takeover Defenses: They've opted out of certain Maryland laws that could make them harder to acquire.
Stock Ownership Rules: Executives and directors must hold significant company stock, aligning their interests with yours.
Anti-Hedging & Pledging: Executives and directors are prohibited from hedging the company's stock or pledging it as loan collateral.
Clawback Policy: The company can reclaim incentive compensation from executives if financial results are restated due to error.

🔍 Cybersecurity & Risk Oversight

The board takes cybersecurity seriously. They report that:

Employees get annual training.
They work with external providers to identify risks.
They have not experienced any material cybersecurity breaches in the last three years.

💼 Executive Compensation & Key Employees

The document details the pay for the "Named Executive Officers" (NEOs), including CEO Andrew Spodek. Compensation includes base salary, annual cash bonuses, and long-term equity awards (like stock) designed to tie pay to company performance.

Human Capital: As of Dec 31, 2025, the company has 42 full-time employees. They report that 33% of employees, 24% of NEOs, and 20% of the board are female.

📅 Key Dates & Deadlines

Annual Meeting: May 15, 2026
Deadline to Vote by Mail/Proxy: Must be received by May 14, 2026 (5:00 p.m. ET for mail, 11:59 p.m. ET for internet/phone).
Deadline for 2027 Shareholder Proposals: December 2, 2026 (for inclusion in next year's proxy).

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Niche Focus: Expertise in a specialized, stable asset class (post offices).
Predictable Income: Long-term leases with the USPS, a government entity.
Aligned Governance: Strong policies that align management with shareholders.
Experienced Board: Deep industry-specific expertise.

⚠️ Risks:

Single-Tenant Concentration: Heavily reliant on the financial health and stability of the USPS.
Interest Rate Sensitivity: As a REIT, rising interest rates can affect borrowing costs and property valuations.
Regulatory & Political Risk: Changes to the USPS or government policy could impact the business.

🧠 The Analogy

Think of Postal Realty Trust as the specialized "campus landlord" for the USPS. Instead of serving many different students or companies, they own and manage the perfect buildings (post offices) for one very large, stable tenant (the USPS) and charge them rent. This proxy statement is the annual meeting of the building ownership association, where the owners (you, if you're a shareholder) review the property manager's (the board and executives) performance and vote on major rules and spending.

📇 Key Contacts & People

Investor Inquiries: Can call (516) 232-8900 for information about attending the meeting.
Proxy Solicitor: Broadridge Financial Solutions is assisting. Contact for householding questions: 1-866-540-7095 or Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717.
Company Secretary (for proposals): Send to 75 Columbia Avenue, Cedarhurst, NY 11516, Attention: Secretary.

🧩 Final Takeaway

This document sets the stage for a routine annual meeting where shareholders will re-approve the experienced board and auditor. The key takeaway is that Postal Realty Trust is a highly specialized company with governance tailored to its unique niche as the landlord to the U.S. Postal Service. Your vote on director compensation and the ESPP amendment helps shape how this specialized business is run and how its employees are rewarded.

Postal Realty Trust, Inc. — DEF 14A Filing