Broadstone Net Lease, Inc. Announces Public Offering of Common Stock

VICTOR, N.Y.--(BUSINESS WIRE)--Broadstone Net Lease, Inc. (NYSE: BNL), (“BNL”), today announced that it is commencing an underwritten public offering of 11,000,000 shares of its common stock, par value $0.00025 per share, in connection with the forward sale agreements described below. BNL expects to grant the underwriters a 30-day option to purchase up to 1,650,000 additional shares of common stock.

Morgan Stanley and J.P. Morgan are acting as joint book-running managers of the offering.

BNL expects to enter into forward sale agreements with each of Morgan Stanley & Co. LLC and JPMorgan Chase Bank, National Association or their affiliates (the “forward purchasers”). In connection with the forward sale agreements, the forward purchasers or their affiliates are expected to borrow and sell to the underwriters an aggregate of 11,000,000 shares of common stock that will be delivered in this offering (or an aggregate of 12,650,000 shares of common stock if the underwriters exercise their option to purchase additional shares in full). Subject to its right to elect cash or net share settlement, which right is subject to certain conditions, BNL intends to deliver, upon physical settlement of such forward sale agreements on one or more dates specified by BNL occurring no later than September 30, 2027, an aggregate of 11,000,000 shares of common stock (or an aggregate of 12,650,000 shares of common stock if the underwriters exercise their option to purchase additional shares in full) to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price, less underwriting discounts and commissions, and will be subject to certain adjustments as provided in the forward sale agreements.

BNL will not initially receive any proceeds from the sale of shares of common stock by the forward purchasers and their affiliates in the offering. BNL intends to contribute the net proceeds, if any, it receives upon the future settlement of the forward sale agreements to its operating company (the “OP”). The OP intends to subsequently use such net proceeds to fund potential investment activity, to repay amounts outstanding from time to time under its unsecured revolving credit facility and other indebtedness, and for other general corporate and working capital purposes.

A shelf registration statement (including a prospectus) relating to these securities was filed on May 3, 2024 with the Securities and Exchange Commission (the “SEC”) and automatically became effective upon filing. The offering will be made only by means of a prospectus supplement and an accompanying prospectus. Copies of these documents are available at no charge on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and the accompanying prospectus may be obtained, when available, from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd floor, New York, NY 10014; and J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: [phone] or email: [e-mail].

About Broadstone Net Lease, Inc.

BNL is an industrial-focused, diversified net lease REIT that invests in primarily single-tenant commercial real estate properties that are net leased on a long-term basis to a diversified group of tenants. Utilizing an investment strategy underpinned by strong fundamental credit analysis and prudent real estate underwriting, as of June 30, 2026, BNL’s diversified portfolio consisted of 766 individual net leased commercial properties with 759 properties located in 44 U.S. states and seven properties located in four Canadian provinces across the industrial, retail, and other property types.

Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our proposed public offering and our plans, strategies, and prospects, both business and financial. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “outlook,” “potential,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,” “expect,” “intends,” “anticipates,” “estimates,” “plans,” “would be,” “believes,” “continues,” or the negative version of these words or other comparable words. Forward-looking statements involve known and unknown risks and uncertainties, which may cause BNL’s actual future results to differ materially from expected results, including, without limitation, risks and uncertainties related to general economic conditions, including but not limited to increases in the rate of inflation and/or fluctuation of interest rates, local real estate conditions, tenant financial health, property investments and acquisitions, and the timing and uncertainty of completing these property investments and acquisitions, and uncertainties regarding future distributions to our stockholders. These and other risks, assumptions, and uncertainties are described in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 19, 2026 which you are encouraged to read, and is available on the SEC’s website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company assumes no obligation to, and does not currently intend to, update any forward-looking statements after the date of this press release, whether as a result of new information, future events, changes in assumptions, or otherwise.