
Broadstone Net Lease, Inc. (NYSE:BNL), (&#34;BNL&#34;), today announced the pricing of an underwritten public offering of 11,000,000 shares of its common stock, at a price to the public of $20.50 per share, less

<p xmlns="http://www.w3.org/1999/xhtml">
Broadstone Net Lease, Inc. (NYSE:<a class="ticker" href="https://www.benzinga.com/quote/BNL">BNL</a>), ("BNL"), today announced the pricing of an underwritten public offering of 11,000,000 shares of its common stock, at a price to the public of $20.50 per share, less underwriting discounts and commissions, in connection with the forward sale agreements described below. The underwriters also have been granted a 30-day option to purchase up to an additional 1,650,000 shares of common stock at the public offering price, less underwriting discounts and commissions. The closing of the offering is expected to occur on August 10, 2026, subject to the satisfaction of customary closing conditions.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Morgan Stanley and J.P. Morgan are acting as joint book-running managers of the offering. BMO Capital Markets, KeyBanc Capital Markets, Truist Securities, BTIG, Capital One Securities, M&amp;T Securities and Regions Securities LLC are acting as bookrunners for the offering. Huntington Capital Markets and<b xmlns="http://www.w3.org/1999/xhtml"> </b>Ramirez &amp; Co., Inc. are acting as co-managers for the offering.

</p><p xmlns="http://www.w3.org/1999/xhtml">
BNL has entered into forward sale agreements with each of Morgan Stanley &amp; 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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
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 <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.sec.gov&amp;esheet=54585533&amp;newsitemid=20260806710223&amp;lan=en-US&amp;anchor=www.sec.gov&amp;index=1&amp;md5=6297fd6b46e873777e1646f8acc0957a" shape="rect">www.sec.gov</a>. Alternatively, copies of the prospectus supplement and the accompanying prospectus may be obtained, when available, from: Morgan Stanley &amp; 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: 1-866-803-9204 or email: <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:prospectus-eq_fi@jpmchase.com" shape="rect">prospectus-eq_fi@jpmchase.com</a>.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The offering of these securities is being made only by means of a prospectus supplement and an accompanying prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">About Broadstone Net Lease, Inc.</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Forward-Looking Statements</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
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 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 <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.sec.gov&amp;esheet=54585533&amp;newsitemid=20260806710223&amp;lan=en-US&amp;anchor=www.sec.gov&amp;index=2&amp;md5=1d4d59cfdc802cbe165e27978d926499" shape="rect">www.sec.gov</a>. 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.

</p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260806710223r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img><span xmlns="http://www.w3.org/1999/xhtml" class="bwct31415"></span></p><p xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink"><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-phrase">View source version on businesswire.com: </span><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-link"><a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260806710223/en/" rel="nofollow">https://www.businesswire.com/news/home/20260806710223/en/</a></span></p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Company Contact: 
</b><br xmlns="http://www.w3.org/1999/xhtml"></br>Brent Maedl
<br xmlns="http://www.w3.org/1999/xhtml"></br>Director, Corporate Finance &amp; Investor Relations
<br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:brent.maedl@broadstone.com" shape="rect">brent.maedl@broadstone.com 
</a><br xmlns="http://www.w3.org/1999/xhtml"></br>585.382.8507

</p>

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

Broadstone Net Lease launches 11M-share offering to fund growth initiatives

<section class="insight" data-version="1">
  <section data-block="information">
    <h3>Information</h3>
    <p>Broadstone Net Lease, Inc. (NYSE:BNL), (&amp;#34;BNL&amp;#34;), today announced the pricing of an underwritten public offering of 11,000,000 shares of its common stock, at a price to the public of $20.50 per share, less</p>
  </section>

  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>Broadstone Net Lease priced an underwritten public offering of 11 million shares at 20.50 per share, with a 30-day option for 1.65 million more. The deal uses forward sale agreements that defer cash proceeds to its operating company, with settlement by September 30, 2027. Proceeds are intended for growth investments, debt repayment, and general corporate purposes, implying near-term dilution but potential long-term balance-sheet and growth benefits.</p>
  </section>

  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>BNL prices 11M common shares at $20.50; 1.65M greenshoe available.</li><li>Forward sale agreements with MS and JPMverwher are used to facilitate the offering.</li><li>Net proceeds go to the operating company for investments, debt repayment, and working capital.</li><li>Closing expected August 10, 2026; forward settlement by September 30, 2027.</li><li>As of June 30, 2026, BNL&#039;s portfolio includes 766 properties across 44 states and Canada.</li></ul>
  </section>

  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Morgan Stanley (MS)</strong>: Joint book-running manager; pivotal in pricing and syndication, supporting sizable equity raise.</li><li><strong>JPMorgan Chase Bank, N.A. (JPM)</strong>: Joint book-running manager and forward purchaser; key counterparty to forward sale agreements.</li><li><strong>Bank of Montreal (BMO)</strong>: Co-manager; expands syndicate execution capabilities for the offering.</li><li><strong>KeyBanc Capital Markets (KEY)</strong>: Co-manager; part of broad underwriting network for the issue.</li><li><strong>Truist Securities (TFC)</strong>: Co-manager; part of the distribution framework for the offering.</li></ul>
  </section>

  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>Category: Corporate Developments. This is a structured fund-raising event that impacts BNL&#039;s capital structure, liquidity, and potential growth investments, with forward-sale mechanics shaping potential dilution dynamics and future share dispersion.</p>
  </section>

  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Forward sale structure delays cash realization and creates future dilution risk.</li><li>Proceeds earmarked for growth investments and debt repayment could alter leverage and AFFO.</li><li>Closing set for August 10, 2026; greenshoe up to 1.65M shares.</li><li>BNL’s 766-property portfolio will influence deployment outcomes and valuation.</li></ul>
  </section>

  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Offering size: 11,000,000 shares; price: 20.50; underwriters&#039; option: 1,650,000.</li><li>Forward sale: 11,000,000 shares; 12,650,000 if option exercised.</li><li>Settlement window: no later than September 30, 2027; dates per forward agreements.</li><li>Proceeds to operating company for investments, debt repayment, and general corporate purposes.</li><li>Portfolio as of June 30, 2026: 766 properties; 759 in 44 states; 7 in Canada.</li><li>Shelf registration filed May 3, 2024; effective upon filing.</li></ul>
  </section>

  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Near-term dilution pressure from the new equity issuance may weigh on BNL shares, with value depending on deployment into accretive investments and debt reduction over the next 6–12 months.</p>
  </section>
</section>


<p xmlns="http://www.w3.org/1999/xhtml">
Broadstone Net Lease, Inc. (NYSE:<a class="ticker" href="https://www.benzinga.com/quote/BNL">BNL</a>), ("BNL"), today announced the pricing of an underwritten public offering of 11,000,000 shares of its common stock, at a price to the public of $20.50 per share, less underwriting discounts and commissions, in connection with the forward sale agreements described below. The underwriters also have been granted a 30-day option to purchase up to an additional 1,650,000 shares of common stock at the public offering price, less underwriting discounts and commissions. The closing of the offering is expected to occur on August 10, 2026, subject to the satisfaction of customary closing conditions.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Morgan Stanley and J.P. Morgan are acting as joint book-running managers of the offering. BMO Capital Markets, KeyBanc Capital Markets, Truist Securities, BTIG, Capital One Securities, M&amp;T Securities and Regions Securities LLC are acting as bookrunners for the offering. Huntington Capital Markets and<b xmlns="http://www.w3.org/1999/xhtml"> </b>Ramirez &amp; Co., Inc. are acting as co-managers for the offering.

</p><p xmlns="http://www.w3.org/1999/xhtml">
BNL has entered into forward sale agreements with each of Morgan Stanley &amp; 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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
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 <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.sec.gov&amp;esheet=54585533&amp;newsitemid=20260806710223&amp;lan=en-US&amp;anchor=www.sec.gov&amp;index=1&amp;md5=6297fd6b46e873777e1646f8acc0957a" shape="rect">www.sec.gov</a>. Alternatively, copies of the prospectus supplement and the accompanying prospectus may be obtained, when available, from: Morgan Stanley &amp; 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: 1-866-803-9204 or email: <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:prospectus-eq_fi@jpmchase.com" shape="rect">prospectus-eq_fi@jpmchase.com</a>.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The offering of these securities is being made only by means of a prospectus supplement and an accompanying prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">About Broadstone Net Lease, Inc.</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Forward-Looking Statements</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
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 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 <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.sec.gov&amp;esheet=54585533&amp;newsitemid=20260806710223&amp;lan=en-US&amp;anchor=www.sec.gov&amp;index=2&amp;md5=1d4d59cfdc802cbe165e27978d926499" shape="rect">www.sec.gov</a>. 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.

</p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260806710223r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img><span xmlns="http://www.w3.org/1999/xhtml" class="bwct31415"></span></p><p xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink"><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-phrase">View source version on businesswire.com: </span><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-link"><a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260806710223/en/" rel="nofollow">https://www.businesswire.com/news/home/20260806710223/en/</a></span></p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Company Contact: 
</b><br xmlns="http://www.w3.org/1999/xhtml"></br>Brent Maedl
<br xmlns="http://www.w3.org/1999/xhtml"></br>Director, Corporate Finance &amp; Investor Relations
<br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:brent.maedl@broadstone.com" shape="rect">brent.maedl@broadstone.com 
</a><br xmlns="http://www.w3.org/1999/xhtml"></br>585.382.8507

</p>

Broadstone Net Lease priced an underwritten public offering of 11 million shares at 20.50 per share, with a 30-day option for 1.65 million more. The deal uses forward sale agreements that defer cash proceeds to its operating company, with settlement by September 30, 2027. Proceeds are intended for growth investments, debt repayment, and general corporate purposes, implying near-term dilution but potential long-term balance-sheet and growth benefits.

News insight

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

AI summary

Sentiment rationale

Key facts

Corporate Developments