UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 19, 2021

Postal Realty Trust, Inc.

(Exact Name of Registrant as Specified in Charter)

75 Columbia Avenue

Cedarhurst, NY 11516

(Address of Principal Executive Offices) (Zip Code)

(516) 295-7820

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02. Unregistered Sales of Equity Securities.

From the date of the last periodic report filed by Postal Realty Trust, Inc. (the “Company”) through and including July 19, 2021, Postal Realty LP, the Company’s operating partnership (the “Operating Partnership”), issued a total of 713,409 units of limited partnership interest (the “OP Units”) in the Operating Partnership as consideration for the acquisition of 41 postal properties in four separate transactions with counterparties unaffiliated with the Company. The OP Units were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Following a prescribed period of time, a holder of the OP Units may require the Operating Partnership to redeem some or all of such holder’s OP Units for cash equal to the then-current market value of an equivalent number of shares of Class A common stock of the Company (the “Common Shares”). The Company also has the right, but not the obligation, to assume and satisfy the redemption obligation of the Operating Partnership by issuing one Common Share in exchange for each OP Unit tendered for redemption, subject to certain restrictions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.