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Stockholder's Equity | 6 Months Ended
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Jun. 30, 2025
Stockholders' Equity Note [Abstract] |
Stockholder’s Equity | Stockholders’ Equity ATM Program On November 4, 2022, the Company entered into separate open market sale agreements for its at-the-market offering programs with each of Jefferies LLC, BMO Capital Markets Corp., Janney Montgomery Scott LLC, Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc., as agents (the "ATM Program"), pursuant to which the Company may offer and sell shares of its Class A common stock having an aggregate sales price of up to $50.0 million. The agreements also provide that the Company may enter into one or more forward sale agreements under separate master forward confirmations and related supplemental confirmations with affiliates of certain agents. On August 8, 2023, the Company amended the ATM Program to increase the aggregate offering amount under the program to $150.0 million. On November 4, 2024, the Company entered into separate open market sale agreements for the ATM Program with each of Mizuho Securities USA LLC (“Mizuho”) and M&T Securities, Inc. (“M&T”), as additional sales agents, and affiliates of Mizuho, as forward sellers. The following table summarizes the activity under the ATM Program for the period presented (dollars and shares issued in thousands, except per share amounts). During the three and six months ended June 30, 2025, 529,828 and 669,454 shares, respectively, were issued under the ATM program. During the three and six months ended June 30, 2024, 57,993 and 634,080 shares, respectively, were issued under the ATM program. As of June 30, 2025, the Company had approximately $83.9 million remaining that may be issued under the ATM Program.
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 | 2024 |  | 2025 | 2024
Shares issued | 530 |  | 58 |  |  | 669 |  | 634 |
Gross proceeds received | $ | 7,805 |  | $ | 824 |  |  | $ | 9,788 |  | $ | 9,034 |
Fees, issuance and other costs | (244) |  | (139) |  |  | (407) |  | (482) |
Net proceeds received | $ | 7,561 |  | $ | 685 |  |  | $ | 9,381 |  | $ | 8,552 |
Average gross sales price per share | $ | 14.73 |  | $ | 14.20 |  |  | $ | 14.62 |  | $ | 14.25 |
Dividends and Distributions During the three and six months ended June 30, 2025, the Company's Board of Directors approved and the Company declared and paid dividends or distributions, as applicable, of $7.6 million and $14.9 million, respectively to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $0.2425 and $0.485 per share or unit, respectively as shown in the table below.
Declaration Date |  | Record Date |  | Date Paid |  | Amount Per Share or Unit
January 30, 2025 |  | February 14, 2025 |  | February 28, 2025 |  | $ | 0.2425 |
April 21, 2025 |  | May 1, 2025 |  | May 30, 2025 |  | $ | 0.2425 |
Non-controlling Interests Non-controlling interests in the Company represent OP Units held by the Company's prior investors and certain sellers of properties to the Company and LTIP Units primarily issued to the Company’s employees and the Board of Directors in connection with the IPO and/or as a part of their compensation. During the six months ended June 30, 2025, the Company issued 219,335 LTIP Units to the Company’s CEO for his 2024 incentive bonus, his election to defer 100% of his 2025 annual salary and for long term incentive compensation, 90,909 LTIP Units to the Company’s President for his 2024 incentive bonus, 12,952 LTIP Units to the Company's Principal Financial Officer for his long term incentive compensation, 46,944 LTIP Units in May 2025 to the Board of Directors for their annual retainers as compensation for their services and for long term incentive compensation and 121,913 LTIP Units to certain other employees for their 2024 incentive bonus and for long term incentive compensation. As of June 30, 2025 and December 31, 2024, non-controlling interests consisted of 5,463,804 OP Units and 1,722,799 LTIP Units and 4,998,738 OP Units and 1,241,944 LTIP Units, respectively. This represented approximately 22.7% and 20.9% of the outstanding Operating Partnership units as of June 30, 2025 and December 31, 2024, respectively. OP Units and shares of Class A common stock generally have the same economic characteristics, as they share equally in the total net income or loss and distributions of the Operating Partnership. Beginning on or after the date which is 12 months after the date on which a person first became a holder of common units, each limited partner and assignees of limited partners will generally have the right, subject to the terms and conditions set forth in the partnership agreement, to require the Operating Partnership to redeem all or a portion of the OP Units held by such limited partner or assignee in exchange for cash, or at the Company's sole discretion, shares of Class A common stock, on an one-for-one basis determined in accordance with and subject to adjustment under the partnership agreement. During the six months ended June 30, 2025, 11,198 LTIP Units were redeemed for 11,198 OP Units (the "Converted Units"). The Converted United were then immediately redeemed for 11,198 shares of Class A common stock (such transaction, including the transaction governing the Converted Units, the "Conversion"). In connection with the Conversion, the Company adjusted the carrying value of non-controlling interests to reflect its share of the book value of the Operating Partnership reflecting the change in the Company’s ownership of the Operating Partnership. Such adjustments are recorded to additional paid-in capital as a reallocation of non-controlling interest in the Consolidated Statements of Changes in Equity. Operating Partnership unitholders are entitled to share in cash distributions from the Operating Partnership in proportion to their percentage ownership of OP Units. Restricted Stock and Other Awards Pursuant to the Postal Realty Trust Inc., 2019 Equity Incentive Plan, (the "Plan"), the Company may grant equity incentive awards to its directors, officers, employees and consultants. As of June 30, 2025, the remaining shares available under the Plan for future issuance was 945,434. The Plan provides for grants of stock options, stock awards, stock appreciation rights, performance units, incentive awards, other equity-based awards (including LTIP Units) and dividend equivalents in connection with the grant of performance units and other equity-based awards. The following table presents a summary of the Company's outstanding restricted shares of Class A common stock, LTIP Units and RSUs. The balance as of June 30, 2025 represents unvested restricted shares of Class A common stock and LTIP Units and RSUs that are outstanding, whether vested or not:
| Restricted Shares (1)(2) |  | LTIP Units (3) |  | RSUs (4) |  | Total Shares/Units/RSUs |  | Weighted Average Grant Date Fair Value
Outstanding, as of January 1, 2025 | 505,342 |  |  | 1,241,944 |  |  | 346,946 |  |  | 2,094,232 |  |  | $ | 15.76 |
Granted | 76,180 |  |  | 492,053 |  |  | 104,176 |  |  | 672,409 |  |  | $ | 12.88 |
Conversion to common stock | — |  |  | (11,198) |  |  | — |  |  | (11,198) |  |  | $ | 15.13 |
Vesting of restricted shares and RSUs(5) | (54,375) |  |  | — |  |  | (1,442) |  |  | (55,817) |  |  | $ | 15.33 |
Forfeited | — |  |  | — |  |  | (47,005) |  |  | (47,005) |  |  | $ | 12.28 |
Outstanding, as of June 30, 2025 | 527,147 |  |  | 1,722,799 |  |  | 402,675 |  |  | 2,652,621 |  |  | $ | 15.10 |
Explanatory Notes: (1)Represents restricted shares awards included in Class A common stock. (2)The time-based restricted share awards granted to the Company's officers and employees typically vest in three annual installments or cliff vest at the end of three years, five years or eight years. (3)Includes 219,335 LTIP Units granted to the Company’s CEO, 90,909 LTIP Units granted to the Company’s President and 12,952 LTIP Units granted to the Company's Principal Financial Officer, which vest over three years or cliff vest at the end of eight years. Also, includes 46,944 LTIP Units granted to the Company's independent directors that vest over three years or cliff vest at the end of three years and 121,913 LTIP Units granted to certain other employees of the Company, certain of which vested fully on the date of grant with the remaining vesting over three years or cliff vest at the end of eight years. (4)Includes 90,362 RSUs granted to certain officers and employees of the Company during the six months ended June 30, 2025, subject to the achievement of a service condition and a market condition. Such RSUs are market-based awards and are subject to the achievement of performance-based hurdles relating to the Company’s specified absolute and relative total stockholder return goals and continued employment with the Company over the approximately three-year period from the grant date through December 31, 2027. The number of market-based RSUs is based on the number of shares issuable upon achievement of the market-based metric at target. Also, includes 13,814 time-based RSUs issued for 2024 incentive bonuses to certain employees that vested fully on February 1, 2025, the date of grant. RSUs reflect the right to receive shares of Class A common stock, subject to the applicable vesting criteria. (5)Includes 34,725 of restricted shares and RSUs that vested and 21,092 shares of restricted shares that were withheld to satisfy minimum statutory withholding requirements. During the year ended December 31, 2021, the Company issued 46,714 RSUs (the “2021 Performance-Based Awards”) to certain employees that were market-based awards and subject to the achievement of performance-based hurdles relating to the Company’s absolute total stockholder return goals and continued employment with the Company over the approximately three-year performance period ended December 31, 2023. In February 2024, the Company's Corporate Governance and Compensation Committee of the Board of Directors ("CGC Committee") determined that the Company's total stockholder return for such three-year performance period met the threshold performance hurdles for the 2021 Performance-Based Awards and, as a result, approved the payout of (i) 23,357 RSUs for such awards, which were settled using the Company’s shares of Class A common stock, and (ii) their cash dividends for the three-year performance period. During the year ended December 31, 2022, the Company issued 47,005 RSUs (the “2022 Performance-Based Awards”) to certain employees that were market-based awards and subject to the achievement of performance-based hurdles relating to the Company’s absolute total stockholder return goals and continued employment with the Company over the approximately three-year performance period ended December 31, 2024. In January 2025, the Company's CGC Committee determined that the Company's total stockholder return for such three-year performance period did not meet the threshold performance hurdles for the 2022 Performance-Based Awards and, as a result, approved the cancellation of 47,005 RSUs for such awards. During the three and six months ended June 30, 2025, the Company recognized compensation expense of $1.5 million and $3.4 million, respectively, and during the three and six months ended June 30, 2024, the Company recognized compensation expense of $1.4 million and $3.2 million, respectively, in “General and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Income related to all awards. During the three and six months ended June 30, 2025, the Company recognized compensation expense of $0.1 million and $0.5 million, respectively, and during the three and six months ended June 30, 2024, the Company recognized compensation expense of $0.1 million and $0.4 million, respectively, in "Property operating expenses" in the Consolidated Statements of Operations and Comprehensive Income related to all awards. As of June 30, 2025, there was $21.1 million of total unrecognized compensation cost related to unvested awards, which is expected to be recognized over a weighted average period of 4.9 years. In July 2025, the Company issued 3,998 LTIP Units to a consultant under a consultancy agreement with the Company. Employee Stock Purchase Plan The Company's ESPP allows its employees to purchase shares of the Class A common stock at a discount. A total of 100,000 shares of Class A common stock was reserved for sale and authorized for issuance under the ESPP. The Code permits the Company to provide up to a 15% discount on the lesser of the fair market value of such shares of Class A common stock at the beginning of the offering period and the close of the offering period. As of June 30, 2025 and December 31, 2024, 64,096 and 58,569 shares have been issued under the ESPP since commencement, respectively. During the three and six months ended June 30, 2025, the Company recognized compensation expense of $0.02 million and $0.04 million, respectively, and during the three and six months ended June 30, 2024, the Company recognized compensation expense of $0.01 million and $0.02 million, respectively, related to the ESPP.

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