Jeremy Garber - Jan 31, 2023 Form 4 Insider Report for Postal Realty Trust, Inc. (PSTL)

Role: Pres., Treasurer & Secretary
Signature: /s/ Jie Chai, attorney-in-fact
Stock symbol: PSTL
Transactions as of: Jan 31, 2023
Transactions value $: $1,142,217
Form type: 4
Date filed: 2/2/2023, 06:40 PM
Previous filing: Jan 4, 2023
Next filing: Jun 9, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PSTL	Class A common stock	Options Exercise		+10.1K	+4.4%		239K	Jan 31, 2023	Direct	F1, F2
transaction	PSTL	Class A common stock	Tax liability		-4.17K	-1.74%		235K	Jan 31, 2023	Direct	F2
transaction	PSTL	Class A common stock	Award	$0	+14.1K	+5.97%	$0.00	249K	Jan 31, 2023	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PSTL	LTIP Units	Award	$1.14M	+75.5K		$15.13	75.5K	Jan 31, 2023	Class A common stock	75.5K		Direct	F4, F5, F6, F7
transaction	PSTL	Restricted Stock Units	Options Exercise		-10.1K	-28.31%		25.5K	Jan 31, 2023	Class A common stock	10.1K		Direct	F1, F8
transaction	PSTL	Restricted Stock Units	Award		+14.1K	+55.05%		39.6K	Jan 31, 2023	Class A common stock	14.1K		Direct	F9, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	1. As previously reported, on March 20, 2020, the Reporting Person was granted 14,196 performance-based restricted stock units (the "RSUs"), and, depending on the level of achievement of certain performance-based hurdles during the three-year performance period ended on December 31, 2022 (the "Measurement Period"), the actual number of RSUs earned could range from 50% to 150% of the target RSUs. On January 31, 2023, 10,079 RSUs vested based on the achievement of certain performance goals during the Measurement Period after the Corporate Governance and Compensation Committee of the Board of Directors of Postal Realty Trust, Inc. (the "Issuer") certified the Reporting Person's achievement relative to the applicable performance objectives during the Measurement Period and approved the vesting of the RSUs with respect to these shares.
F2	In accordance with the Issuer's 2019 Equity Incentive Plan (the "Plan"), Performance Units (as defined in the Plan) convert into the Issuer's Class A common stock on a one-for-one basis.
F3	Reflects a grant of restricted shares of the Issuer's Class A common stock that vest ratably on the first, second and third anniversaries of February 1, 2023, subject to the Reporting Person's continued service as an employee through the applicable vesting date.
F4	The LTIP Units are a class of limited partnership units of Postal Realty LP (the "Operating Partnership").
F5	Following the occurrence of certain events and upon vesting, the LTIP Units are convertible by the Issuer into an equivalent number of units of the Operating Partnership ("OP Units"). OP Units are redeemable by the Reporting Person for cash or, at the election of the Issuer, shares of Class A common stock of the Issuer on a one-for-one basis or the cash value of such shares. LTIP Units do not have expiration dates.
F6	Reflects LTIP Unit grants in lieu of cash compensation that vest on the eighth anniversary of February 1, 2023, subject to certain conditions.
F7	The LTIP Units were granted in lieu of cash compensation. The price of the securities acquired by the Reporting Person is based on the average price of the Issuer's Class A common stock for the 10 trading days immediately preceding January 31, 2023, which was $15.1309.
F8	Each RSU represents a contingent right to receive shares of the Issuer's Class A common stock.
F9	The Reporting Person may earn up to 200% of the RSUs granted.
F10	The RSUs are market-based awards and are subject to and will vest upon achievement of certain performance-based hurdles and continued employment with the Issuer during the three-year performance period ending on December 31, 2025. Upon vesting, the RSUs that vest will be settled in shares of the Issuer's Class A common stock and the Reporting Person will be entitled to receive the distributions that would have been paid with respect to each share of the Issuer's Class A common stock received upon settlement on or after the date the RSUs were initially granted.