Broadstone Net Lease, Inc.BNL
Broadstone Net Lease, Inc. Stock Compensation Disclosure
Stock-Based Compensation
Restricted Stock Awards
The Company awarded 317,156, 849,365, and 311,583 shares of RSAs during the years ended December 31, 2025, 2024, and 2023, respectively, to officers, employees and non-employee directors under the Company’s Equity Incentive Plan. The holder of RSAs is generally entitled at all times on and after the date of issuance of the restricted common shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. The RSAs vest over a -, -, -, or five-year period from the date of the grant and are subject to the holder’s continued service through the applicable vesting dates and in accordance with the terms of the individual award agreements. The weighted average value of awards granted per share during the years ended December 31, 2025, 2024, and
2023 were $16.75, $14.79, and $17.50, respectively, which were based on the market price per share of the Company’s common stock on the grant dates.
The following table presents information about the Company’s RSAs:
| For the Year Ended December 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Compensation cost | $ | 5,737 | $ | 4,880 | $ | 4,437 | |||||||||||
| Dividends declared on unvested RSAs | 1,241 | 1,166 | 560 | ||||||||||||||
| Fair value of shares vested during the period | 3,779 | 3,969 | 3,384 | ||||||||||||||
As of December 31, 2025, there was $10.6 million of unrecognized compensation costs related to the unvested restricted shares, which is expected to be recognized over a weighted average period of 2.7 years.
The following table presents information about the Company’s restricted stock activity:
| For the Year Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Number of Shares | Weighted Average Grant Date Fair Value per Share | Number of Shares | Weighted Average Grant Date Fair Value per Share | Number of Shares | Weighted Average Grant Date Fair Value per Share | |||||||||||||||||||||||||||||
| Unvested at beginning of period | 989 | $ | 15.51 | 492 | $ | 18.63 | 396 | $ | 20.36 | ||||||||||||||||||||||||||
| Granted | 317 | 16.75 | 849 | 14.79 | 312 | 17.50 | |||||||||||||||||||||||||||||
| Vested | (227) | 16.36 | (259) | 18.70 | (193) | 20.33 | |||||||||||||||||||||||||||||
| Forfeited | (9) | 16.61 | (93) | 16.63 | (23) | 18.79 | |||||||||||||||||||||||||||||
| Unvested at end of period | 1,070 | 15.69 | 989 | 15.51 | 492 | 18.63 | |||||||||||||||||||||||||||||
Performance-based Restricted Stock Units
During the years ended December 31, 2025, 2024 and 2023, the Company issued target grants of 246,967, 202,308, and 186,481 performance-based restricted stock units (“PRSUs”) under the Company’s Equity Incentive Plan to the officers of the Company, respectively. The awards are non-vested restricted stock units where the vesting percentages and the ultimate number of units vesting will be measured 50% based on the relative total shareholder return (“rTSR”) of the Company’s common stock as compared to the rTSR of peer companies, as identified in the grant agreements, over a three-year period, and 50% based on the rTSR of the Company’s common stock as compared to the rTSR of the MSCI US REIT Index over a three year measurement period. Vesting percentages range from 0% to 200%, with a target of 100%. rTSR means the percentage appreciation in the fair market value of one share over the three-year measurement period beginning on the date of grant, assuming the reinvestment of dividends on the ex-dividend date. The target number of units is based on achieving a rTSR equal to the 55th percentile of the peer companies and MSCI US REIT Index. For PRSUs issued during the year ended December 31, 2025 that achieve a percentile rank of at least the 55th percentile, and the absolute rTSR of the Company is negative for the performance period, the awards will be reduced by 25%, not to result in a reduction less than target. Dividends accrue during the measurement period and will be paid on the PRSUs ultimately earned at the end of the measurement period in either cash or common stock, at the discretion of the Compensation Committee of the Board of Directors. The grant date fair value of the PRSUs was measured using a Monte Carlo simulation model based on assumptions including share price volatility.
The following table presents compensation cost recognized on the Company’s performance-based restricted stock units:
| For the Year Ended December 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Compensation cost | $ | 3,860 | $ | 2,475 | $ | 1,922 | |||||||||||
As of December 31, 2025, there was $5.2 million of unrecognized compensation costs related to the unvested PRSUs, which is expected to be recognized over a weighted average period of 1.9 years.
The following table presents information about the Company’s performance-based restricted stock unit activity:
| For the Year Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Number of Shares | Weighted Average Grant Date Fair Value per Share | Number of Shares | Weighted Average Grant Date Fair Value per Share | Number of Shares | Weighted Average Grant Date Fair Value per Share | |||||||||||||||||||||||||||||
| Unvested at beginning of period | 433 | $ | 20.90 | 351 | $ | 24.90 | 233 | $ | 26.27 | ||||||||||||||||||||||||||
| Granted | 247 | 21.12 | 202 | 15.84 | 186 | 23.78 | |||||||||||||||||||||||||||||
| Vested | (74) | 27.93 | (88) | 24.40 | — | — | |||||||||||||||||||||||||||||
| Forfeited | — | — | (32) | 23.18 | (68) | 26.48 | |||||||||||||||||||||||||||||
| Unvested at end of period | 606 | 20.13 | 433 | 20.90 | 351 | 24.90 | |||||||||||||||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 25, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.