8-K

Broadstone Net Lease, Inc. (BNL)

8-K 2025-02-19 For: 2025-02-19
View Original
Added on April 09, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 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): February 19, 2025

BROADSTONE NET LEASE, INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland 001-39529 26-1516177
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
207 High Point Drive<br><br>Suite 300
Victor, New York 14564
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 585 287-6500
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N/A
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(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol(s) Name of each exchange on which registered
Common Stock, $0.00025 par value BNL The New York Stock Exchange

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 2.02 Results of Operations and Financial Condition.

On February 19, 2025, Broadstone Net Lease, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Additionally, on February 19, 2025, the Company made available on its website an updated presentation containing quarterly supplemental information pertaining to its operations and financial results including the quarter ended December 31, 2024. A copy of the quarterly supplemental information is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The press release and quarterly supplemental information are also available on the Company’s website.

The information contained in this Item 2.02, including the information contained in the press release attached as Exhibit 99.1 hereto and quarterly supplemental information attached as Exhibit 99.2 hereto, are being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. References to the Company’s website in this Current Report on Form 8-K and in the attached Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K do not incorporate by reference the information on such website into this Current Report on Form 8-K and the Company disclaims any such incorporation by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

INDEX TO EXHIBITS

Exhibit No. Description
99.1 Press Release dated February 19, 2025
99.2 Quarterly Supplemental Information for the Quarter Ended December 31, 2024
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES

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

BROADSTONE NET LEASE, INC.
Date: February 19, 2024 By: /s/ John D. Callan
Name: John D. Callan<br>Title: Senior Vice President, General Counsel and Secretary

EX-99.1

EXHIBIT 99.1

For Immediate Release

February 19, 2025

Company Contact:<br><br><br><br>Brent Maedl<br><br>Director, Corporate Finance & Investor Relations<br><br>brent.maedl@broadstone.com<br><br>585.382.8507

Broadstone Net Lease Announces Fourth Quarter and Full Year 2024 Results

VICTOR, N.Y. – Broadstone Net Lease, Inc. (NYSE: BNL) (“BNL”, the “Company”, “we”, “our”, or “us”), today announced its operating results for the year and quarter ended December 31, 2024.

MANAGEMENT COMMENTARY

“I am extremely proud of our 2024 results, achieving $1.43 of AFFO per share, at the top end of our guidance, and executing on over $400 million in total investments while substantially completing our clinical healthcare portfolio simplification strategy. We are well set up for growth in 2025 and beyond through our differentiated core building blocks of growth, including a strong pipeline of new investments and more than $200 million of high-quality build-to-suit developments scheduled to phase into completion during 2025 and 2026,” said John Moragne, BNL’s Chief Executive Officer. “During 2024 we grew our high-quality portfolio of diversified properties with strong operating metrics, pruned tenant credit risk and lease rollover risk through targeted dispositions, and maintained a fortified investment grade balance sheet with low leverage at 5.0x and ample liquidity to capitalize on additional investment opportunities. We are proud of our accomplishments in 2024 and excited for what’s to come in 2025.”

As of December 31, 2024, we have substantially completed our healthcare portfolio simplification strategy, reducing our clinical & surgical assets to 3.2% of our ABR from 9.7% at the end of 2023. As a result, we updated our core property types to industrial, retail, and other to realign our portfolio reporting and emphasize our core growth property types.

FULL YEAR 2024 HIGHLIGHTS

OPERATING<br><br>RESULTS <ul><li><font>Generated net income of $169.0 million, or $0.86 per share, representing a 3.6% increase compared to the same period in the prior year.</font></li><li><font>Generated adjusted funds from operations (“AFFO”) of $282.0 million, or $1.43 per diluted share, representing a 1.4% increase compared to 2023 and achievement of the top end of our guidance range for 2024.</font></li><li><font>Incurred $38.0 million of general and administrative expenses, representing a 3.6% decrease compared to the previous year. Incurred core general and administrative expenses of $29.3 million, which excludes $7.4 million of stock-based compensation, $0.9 million of non-capitalized transaction costs, and $0.4 million of severance and employee transition costs, representing a 7.9% decrease compared to the previous year.</font></li><li><font>Portfolio was 99.1% leased based on rentable square footage, with only two of our 765 properties vacant and not subject to a lease at quarter end.</font></li><li><font>Collected 99.1% of base rents due for the year for all properties under lease.</font></li></ul>
INVESTMENT & DISPOSITION ACTIVITY <ul><li><font>Invested $404.8 million, including $234.3 million in new property acquisitions, $115.3 million in build-to-suit developments, $52.2 million in transitional capital, and $3.0 million in revenue generating capital expenditures. The completed acquisitions and revenue generating capital expenditures had a weighted average initial cash capitalization rate of 7.3%, weighted average lease term of 10.8 years, weighted average annual rent increase of 2.4%, and a weighted average straight-line yield of 8.1% on new property acquisitions. Total investments consist of $276.6 million in industrial properties and $128.2 million in retail properties.</font></li><li><font>Subsequent to year end, we invested $32.2 million, including $22.3 million in build-to-suit developments and $9.9 million in acquisitions. As of the date of this release, we have a total of $200.7 million in remaining estimated investments for build-to-suit developments to be funded through the third quarter of 2026.</font></li><li><font>As of the date of this release, we have an additional $103.5 million of acquisitions under control and $5.4 million of commitments to fund revenue generating capital expenditures with existing tenants. </font></li><li><font>Commenced contractually scheduled rent with our build-to-suit tenant, United Natural Foods, Inc. (“UNFI”), based on the substantial completion of construction in early September 2024, with the final funding and full construction completed in January 2025. The capitalization rate upon rent commencement was 7.2%, and, together with rent escalations, represents a straight-line yield of 8.6%.</font></li></ul>
<ul><li><font>During the year and through the date of this release, we sold 58 properties for gross proceeds of $364.0 million at a weighted average cash capitalization rate of 7.8% on tenanted properties, substantially completing our strategic clinical healthcare portfolio simplification. As a result, we updated our core property types to industrial, retail, and other to align with the composition of our remaining portfolio.</font></li></ul>
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CAPITAL MARKETS ACTIVITY <ul><li><font>In May 2024, we refreshed our ATM Program, increasing the total available capacity to $400.0 million. As of December 31, 2024, we had approximately $360.0 million of remaining availability.</font></li><li><font>In conjunction with our growing build-to-suit development pipeline, we sold, on a forward basis, 2.2 million shares of our common stock at a gross price per share of $18.29 for estimated net proceeds of approximately $38.5 million under our at-the-market common equity offering (“ATM Program”), none of which has settled. These sales may be settled, at our discretion, at any time prior to September 2025.</font></li><li><font>In March 2024, we renewed our stock repurchase program for up to $150.0 million through March 2025.</font></li><li><font>In June 2024, we entered into $460.0 million of forward interest rate swaps starting throughout 2025 and maturing through 2030 at a weighted average fixed rate of 3.73%</font></li><li><font>Ended the year with total outstanding debt of $1.9 billion, Net Debt of $1.9 billion, a Net Debt to Annualized Adjusted EBITDAre ratio of 5.0x, and a Pro Forma Net Debt to Annualized Adjusted EBITDAre ratio of 4.9x.</font></li><li><font>At December 31, 2024, we had $907.0 million of capacity on our unsecured revolving credit facility.</font></li><li><font>Declared a quarterly dividend of $0.29 per share.</font></li></ul>

FOURTH QUARTER 2024 HIGHLIGHTS

OPERATING<br><br>RESULTS <ul><li><font>Generated net income of $27.6 million, or $0.14 per share.</font></li><li><font>Generated AFFO of $70.5 million, or $0.36 per share.</font></li><li><font>Incurred $9.9 million of general and administrative expenses, inclusive of $2.0 million of stock-based compensation.</font></li><li><font>Collected 99.2% of base rents due for the fourth quarter for all properties under lease.</font></li></ul>
INVESTMENT & DISPOSITION ACTIVITY <ul><li><font>During the fourth quarter, we invested $23.0 million in build-to-suit developments. Total investments consist of $21.8 million in industrial properties and $1.2 million in retail properties.</font></li><li><font>During the fourth quarter, we sold 12 properties for gross proceeds of $56.1 million at a weighted average cash capitalization rate of 7.9% on tenanted properties.</font></li></ul>

SUMMARIZED FINANCIAL RESULTS

For the Three Months Ended For the Twelve Months Ended
(in thousands, except per share data) December 31,<br>2024 September 30, <br>2024 December 31,<br>2023 December 31,<br>2024 December 31,<br>2023
Revenues $ 112,130 $ 108,397 $ 105,000 $ 431,800 $ 442,888
Net income, including non-controlling interests $ 27,607 $ 37,268 $ 6,797 $ 168,989 $ 163,312
Net earnings per share – diluted $ 0.14 $ 0.19 $ 0.03 $ 0.86 $ 0.83
FFO $ 80,003 $ 73,818 $ 69,443 $ 300,681 $ 298,622
FFO per share $ 0.41 $ 0.37 $ 0.35 $ 1.52 $ 1.52
Core FFO $ 74,427 $ 73,971 $ 75,275 $ 295,471 $ 298,883
Core FFO per share $ 0.38 $ 0.37 $ 0.38 $ 1.50 $ 1.52
AFFO $ 70,532 $ 70,185 $ 71,278 $ 281,991 $ 277,725
AFFO per share $ 0.36 $ 0.35 $ 0.36 $ 1.43 $ 1.41
Diluted Weighted Average Shares Outstanding 196,697 196,932 196,373 196,619 196,315

FFO, Core FFO, and AFFO are measures that are not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See the Reconciliation of Non-GAAP Measures later in this press release.

REAL ESTATE PORTFOLIO UPDATE

As of December 31, 2024, we owned a diversified portfolio of 765 individual net leased commercial properties with 758 properties located in 44 U.S. states and seven properties located in four Canadian provinces, comprising approximately 39.4 million rentable square feet of operational space. As of December 31, 2024, all but two of our properties were subject to a lease, and our properties were occupied by 202 different commercial tenants, with no single tenant accounting for more than 4.1% of our annualized base rent (“ABR”). Properties subject to a lease represent 99.1% of our portfolio’s rentable square footage. The ABR weighted average lease term and ABR weighted average annual minimum rent increase, pursuant to leases on properties in the portfolio as of December 31, 2024, was 10.2 years and 2.0%, respectively.

BUILD-TO-SUIT DEVELOPMENT PROJECTS

The following table summarizes our in-process and stabilized developments as of the date of this release. We have secured the land and started construction on five in-process developments.

(unaudited, in thousands)
Property Property Type Projected Rentable Square Feet Start Date Target Stabilization Date Lease Term (Years) Total Project Commitment Estimated Total Project Investment Cumulative Investment at 2/19/2025 Estimated Remaining Investment Estimated Cash Capitalization Rate Estimated Straight-line Yield1
In-process developments:
7 Brew<br>(High Point - NC) Retail 1 Dec. 2024 Feb. 2025 15 $ 1,975 $ 1,975 $ 1,431 $ 544 8.0 % 8.8 %
7 Brew<br>(Charleston - SC) Retail 1 Feb. 2025 Apr. 2025 15 1,729 1,729 797 932 7.9 % 8.8 %
Sierra Nevada<br>(Dayton - OH) Industrial 122 Oct. 2024 Nov. 2025 15 58,563 58,563 8,842 49,721 7.6 % 9.4 %
Sierra Nevada<br>(Dayton - OH) Industrial 122 Oct. 2024 Mar. 2026 15 55,525 55,525 7,255 48,270 7.7 % 9.6 %
Southwire<br>(Bremen - GA) Industrial 1,200 Dec. 2024 Jul. 2026 10 115,411 109,554 8,285 101,269 7.6 % 8.6 %
1,446 233,203 227,346 26,610 200,736
Stabilized developments:
UNFI<br>(Sarasota - FL) Industrial 1,016 Sep. 2024 Completed 15 204,833 200,958 200,958 7.2 % 8.6 %
Total 2,462 $ 438,036 $ 428,304 $ 227,568 $ 200,736

1 Represents the estimated first year yield to be generated on a real estate investment, which was computed at the time of investment based on the estimated annual straight-line rental income computed in accordance with GAAP, divided by the estimated total project investment.

DISTRIBUTIONS

At its February 14, 2025, meeting, our board of directors declared a quarterly dividend of $0.29 per common share and OP Unit to holders of record as of March 31, 2025, payable on or before April 15, 2025.

2025 GUIDANCE

For 2025, BNL expects to report AFFO of between $1.45 and $1.49 per diluted share.

The guidance is based on the following key assumptions:

  • investments in real estate properties between $400 million and $600 million;
  • dispositions of real estate properties between $50 million and $100 million; and
  • total core general and administrative expenses between $30 million and $31 million.

Our per share results are sensitive to both the timing and amount of real estate investments, property dispositions, and capital markets activities that occur throughout the year.

The Company does not provide guidance for the most comparable GAAP financial measure, net income, or a reconciliation of the forward-looking non-GAAP financial measure of AFFO to net income computed in accordance with GAAP, because it is unable to reasonably predict, without unreasonable efforts, certain items that would be contained in the GAAP measure, including items that are not indicative of the Company’s ongoing operations, including, without limitation, potential impairments of real estate assets, net gain/loss on dispositions of real estate assets, changes in allowance for credit losses, and stock-based compensation expense. These items are uncertain, depend on various factors, and could have a material impact on the Company’s GAAP results for the guidance periods.

CONFERENCE CALL AND WEBCAST

The Company will host its fourth quarter earnings conference call and audio webcast on Thursday, February 20, 2025, at 1:00 p.m. Eastern Time.

To access the live webcast, which will be available in listen-only mode, please visit: https://events.q4inc.com/attendee/369889726. If you prefer to listen via phone, U.S. participants may dial: 1-833-470-1428 (toll free) or 1-404-975-4839 (local), access code 165365. International access numbers are viewable here: https://www.netroadshow.com/events/global-numbers?confId=76041.

A replay of the conference call webcast will be available approximately one hour after the conclusion of the live broadcast. To listen to a replay of the call via the web, which will be available for one year, please visit: https://investors.bnl.broadstone.com.

About Broadstone Net Lease, Inc.

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 December 31, 2024, BNL’s diversified portfolio consisted of 765 individual net leased commercial properties with 758 properties located in 44 U.S. states and seven properties located in four Canadian provinces across the industrial, retail, and other property types.

Forward-Looking Statements

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 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, including our 2025 guidance and assumptions, 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 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, 2024, which the Company expects to file with the SEC on February 20, 2025, which you are encouraged to read, and will be available on the SEC’s website at www.sec.gov. 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.

Notice Regarding Non-GAAP Financial Measures

In addition to our reported results and net earnings per diluted share, which are financial measures presented in accordance with GAAP, this press release contains and may refer to certain non-GAAP financial measures, including Funds from Operations (“FFO”), Core Funds From Operations (“Core FFO”), AFFO, Net Debt, and Net Debt to Annualized Adjusted EBITDAre. We believe the use of FFO, Core FFO, and AFFO are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. FFO, Core FFO, and AFFO should not be considered alternatives to net income as a performance measure or to cash flows from operations, as reported on our statement of cash flows, or as a liquidity measure, and should be considered in addition to, and not in lieu of, GAAP financial measures. We believe presenting Net Debt to Annualized Adjusted EBITDAre is useful to investors because it provides information about gross debt less cash and cash equivalents, which could be used to repay debt, compared to our performance as measured using Annualized Adjusted EBITDAre. You should not consider our Annualized Adjusted EBITDAre as an alternative to net income or cash flows from operating activities determined in accordance with GAAP. A reconciliation of non-GAAP measures to the most directly comparable GAAP financial measure and statements of why management believes these measures are useful to investors are included below.

Broadstone Net Lease, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

December 31,<br>2023
Assets
Accounted for using the operating method:
Land 778,826 $ 748,529
Land improvements 357,142 328,746
Buildings and improvements 3,815,521 3,803,156
Equipment 15,843 8,265
Total accounted for using the operating method 4,967,332 4,888,696
Less accumulated depreciation (672,478 ) (626,597 )
Accounted for using the operating method, net 4,294,854 4,262,099
Accounted for using the direct financing method 26,154 26,643
Accounted for using the sales-type method 571 572
Property under development 18,784 94,964
Investment in rental property, net 4,340,363 4,384,278
Cash and cash equivalents 14,845 19,494
Accrued rental income 162,717 152,724
Tenant and other receivables, net 3,281 1,487
Prepaid expenses and other assets 41,584 36,661
Interest rate swap, assets 46,220 46,096
Goodwill 339,769 339,769
Intangible lease assets, net 267,638 288,226
Total assets 5,216,417 $ 5,268,735
Liabilities and equity
Unsecured revolving credit facility 93,014 $ 90,434
Mortgages, net 76,846 79,068
Unsecured term loans, net 897,201 895,947
Senior unsecured notes, net 846,064 845,309
Accounts payable and other liabilities 48,983 47,534
Dividends payable 58,317 56,869
Accrued interest payable 5,837 5,702
Intangible lease liabilities, net 48,731 53,531
Total liabilities 2,074,993 2,074,394
Commitments and contingencies
Equity
Broadstone Net Lease, Inc. equity:
Preferred stock, 0.001 par value; 20,000 shares authorized, no shares issued   or outstanding
Common stock, 0.00025 par value; 500,000 shares authorized, 188,626 and    187,614 shares issued and outstanding at December 31, 2024 and    December 31, 2023, respectively 47 47
Additional paid-in capital 3,450,584 3,440,639
Cumulative distributions in excess of retained earnings (496,543 ) (440,731 )
Accumulated other comprehensive income 49,657 49,286
Total Broadstone Net Lease, Inc. equity 3,003,745 3,049,241
Non-controlling interests 137,679 145,100
Total equity 3,141,424 3,194,341
Total liabilities and equity 5,216,417 $ 5,268,735

All values are in US Dollars.

Broadstone Net Lease, Inc. and Subsidiaries

Condensed Consolidated Statements of Income and Comprehensive Income

(in thousands, except per share amounts)

For the Three Months Ended For the Year Ended
December 31,<br>2024 September 30, <br>2024 December 31,<br>2024 December 31,<br>2023
Revenues
Lease revenues, net $ 112,130 $ 108,397 $ 431,800 $ 442,888
Operating expenses
Depreciation and amortization 42,987 38,016 156,179 158,626
Property and operating expense 6,764 7,014 24,741 22,576
General and administrative 9,928 8,722 37,986 39,425
Provision for impairment of investment in rental properties 17,690 1,059 49,001 31,274
Total operating expenses 77,369 54,811 267,907 251,901
Other income (expenses)
Interest income 42 70 994 512
Interest expense (19,564 ) (18,178 ) (74,077 ) (80,053 )
Gain on sale of real estate 8,196 2,441 73,153 54,310
Income taxes (527 ) 291 (1,175 ) (763 )
Other income (expenses) 4,699 (942 ) 6,201 (1,681 )
Net income 27,607 37,268 168,989 163,312
Net income attributable to non-controlling interests (1,217 ) (1,660 ) (6,548 ) (7,834 )
Net income attributable to Broadstone Net <br>   Lease, Inc. $ 26,390 $ 35,608 $ 162,441 $ 155,478
Weighted average number of common shares outstanding
Basic 187,592 187,496 187,454 186,617
Diluted 196,697 196,932 196,619 196,315
Net earnings per common share
Basic and Diluted $ 0.14 $ 0.19 $ 0.86 $ 0.83
Comprehensive income (loss)
Net income $ 27,607 $ 37,268 $ 168,989 $ 163,312
Other comprehensive income (loss)
Change in fair value of interest rate swaps 31,458 (41,682 ) 124 (17,293 )
Realized (gain) loss on interest rate swaps (6 ) (5 ) 209 1,883
Comprehensive income (loss) 59,059 (4,419 ) 169,322 147,902
Comprehensive (income) loss attributable to non-controlling interests (2,602 ) 196 (6,552 ) (7,070 )
Comprehensive income (loss) attributable to Broadstone Net Lease, Inc. $ 56,457 $ (4,223 ) $ 162,770 $ 140,832

Reconciliation of Non-GAAP Measures

The following is a reconciliation of net income to FFO, Core FFO, and AFFO for the three months ended December 31, 2024 and September 30, 2024 and for the year ended December 31, 2024 and 2023. Also presented is the weighted average number of shares of our common stock and OP Units used for the diluted per share computation:

For the Three Months Ended For the Year Ended
(in thousands, except per share data) December 31,<br>2024 September 30, <br>2024 December 31,<br>2024 December 31,<br>2023
Net income $ 27,607 $ 37,268 $ 168,989 $ 163,312
Real property depreciation and amortization 42,902 37,932 155,844 158,346
Gain on sale of real estate (8,196 ) (2,441 ) (73,153 ) (54,310 )
Provision for impairment on investment in rental properties 17,690 1,059 49,001 31,274
FFO $ 80,003 $ 73,818 $ 300,681 $ 298,622
Net write-offs of accrued rental income 120 2,676 4,458
Other non-core income from real estate transactions1 (1,183 ) (887 ) (2,070 ) (7,500 )
Cost of debt extinguishment 3
Severance and employee transition costs 187 98 385 1,622
Other (income) expenses2 (4,700 ) 942 (6,201 ) 1,678
Core FFO $ 74,427 $ 73,971 $ 295,471 $ 298,883
Straight-line rent adjustment (6,312 ) (5,309 ) (21,652 ) (26,736 )
Adjustment to provision for credit losses (17 ) (10 )
Amortization of debt issuance costs 983 983 3,932 3,938
Amortization of net mortgage premiums (78 )
Non-capitalized transaction costs 299 25 951
(Gain) loss on interest rate swaps and other non-cash <br>   interest expense (6 ) (5 ) 209 1,884
Amortization of lease intangibles (991 ) (1,309 ) (4,413 ) (5,846 )
Stock-based compensation 1,977 1,829 7,355 5,972
Deferred taxes 155 155 (282 )
AFFO $ 70,532 $ 70,185 $ 281,991 $ 277,725
Diluted WASO3 196,697 196,932 196,619 196,315
Net earnings per diluted share4 $ 0.14 $ 0.19 $ 0.86 $ 0.83
FFO per diluted share4 0.41 0.37 1.52 1.52
Core FFO per diluted share4 0.38 0.37 1.50 1.52
AFFO per diluted share4 0.36 0.35 1.43 1.41

1 Amount includes $1.2 million of lease termination fees and $0.9 million in income for the settlement of a permanent land easement for an insignificant portion of two of our properties during the three ended December 31, 2024 and September 30, 2024, respectively. Amount includes $7.5 million of lease termination fees for the year ended December 31, 2023.

2 Amount includes $4.7 million and $(0.9) million of unrealized foreign exchange gain (loss) for the three months ended December 31, 2024 and September 30, 2024, respectively, and $6.2 million and $(1.7) million of unrealized foreign exchange gain (loss) for the years ended December 31, 2024 and 2023, respectively, primarily associated with our Canadian dollar denominated revolving borrowings.

3 Excludes 974,256, and 1,024,429 weighted average shares of unvested restricted common stock for the three months ended December 31, 2024 and September 30, 2024, respectively. Excludes 924,237, and 492,046 weighted average shares of unvested restricted common stock for the years ended December 31, 2024 and 2023, respectively.

4 Excludes $0.3 million from the numerator for the three months ended December 31, 2024 and September 30, 2024, respectively. Excludes $1.2 million and $0.5 million from the numerator for the years ended December 31, 2024 and 2023, respectively, related to dividends paid or declared on shares of unvested restricted common stock.

Our reported results and net earnings per diluted share are presented in accordance with GAAP. We also disclose FFO, Core FFO, and AFFO, each of which are non-GAAP measures. We believe the use of FFO, Core FFO, and AFFO are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. FFO, Core FFO, and AFFO should not be considered alternatives to net income as a performance measure or to cash flows from operations, as reported on our statement of cash flows, or as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.

We compute FFO in accordance with the standards established by the Board of Governors of Nareit, the worldwide representative voice for REITs and publicly traded real estate companies with an interest in the U.S. real estate and capital markets. Nareit defines FFO as GAAP net income or loss adjusted to exclude net gains (losses) from sales of certain depreciated real estate assets, depreciation and amortization expense from real estate assets, and impairment charges related to certain previously depreciated real estate assets. FFO is used by management, investors, and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers, primarily because it excludes the effect of real estate depreciation and amortization and net gains (losses) on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions.

We compute Core FFO by adjusting FFO, as defined by Nareit, to exclude certain GAAP income and expense amounts that we believe are infrequently recurring, unusual in nature, or not related to its core real estate operations, including write-offs or recoveries of accrued rental income, cost of debt extinguishments, lease termination fees and other non-core income from real estate transactions, gain on insurance recoveries, severance and employee transition costs, and other extraordinary items. Exclusion of these items from similar FFO-type metrics is common within the equity REIT industry, and management believes that presentation of Core FFO provides investors with a metric to assist in their evaluation of our operating performance across multiple periods and in comparison to the operating performance of our peers, because it removes the effect of unusual items that are not expected to impact our operating performance on an ongoing basis.

We compute AFFO, by adjusting Core FFO for certain revenues and expenses that are non-cash or unique in nature, including straight-line rents, adjustment to provision for credit losses, amortization of lease intangibles, amortization of debt issuance costs, amortization of net mortgage premiums, adjustment to provision for credit losses, non-capitalized transaction costs such as acquisition costs related to deals that failed to transact, (gain) loss on interest rate swaps and other non-cash interest expense, deferred taxes, stock-based compensation, and other specified non-cash items. We believe that excluding such items assists management and investors in distinguishing whether changes in our operations are due to growth or decline of operations at our properties or from other factors. We use AFFO as a measure of our performance when we formulate corporate goals, and is a factor in determining management compensation. We believe that AFFO is a useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by non-cash revenues or expenses.

Specific to our adjustment for straight-line rents, our leases include cash rents that increase over the term of the lease to compensate us for anticipated increases in market rental rates over time. Our leases do not include significant front-loading or back-loading of payments, or significant rent-free periods. Therefore, we find it useful to evaluate rent on a contractual basis as it allows for comparison of existing rental rates to market rental rates.

FFO, Core FFO, and AFFO may not be comparable to similarly titled measures employed by other REITs, and comparisons of our FFO, Core FFO, and AFFO with the same or similar measures disclosed by other REITs may not be meaningful.

Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments to FFO that we use to calculate Core FFO and AFFO. In the future, the SEC, Nareit or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and in response to such standardization we may have to adjust our calculation and characterization of Core FFO and AFFO accordingly.

The following is a reconciliation of net income to EBITDA, EBITDAre, Adjusted EBITDAre, and Pro Forma Adjusted EBITDAre, debt to Net Debt and Pro Forma Net Debt, Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre as of and for the three months ended December 31, 2024, September 30, 2024, and December 31, 2023:

For the Three Months Ended
(in thousands) December 31,<br>2024 September 30, <br>2024 December 31,<br>2023
Net income $ 27,607 $ 37,268 $ 6,797
Depreciation and amortization 42,987 38,016 39,278
Interest expense 19,565 18,178 18,972
Income taxes 527 291 (268 )
EBITDA $ 90,686 $ 93,753 $ 64,779
Provision for impairment of investment in rental properties 17,690 1,059 29,801
Gain on sale of real estate (8,197 ) (2,441 ) (6,270 )
EBITDAre $ 100,179 $ 92,371 $ 88,310
Adjustment for current quarter investment activity1 28 4,080 153
Adjustment for current quarter disposition activity2 (11 ) (66 ) (156 )
Adjustment to exclude non-recurring and other expenses3 348 (201 ) 128
Adjustment to exclude net write-offs of accrued rental income 120 4,161
Adjustment to exclude realized / unrealized foreign exchange <br>   (gain) loss (4,699 ) 942 1,453
Other income from real estate transactions4 (1,183 ) (887 )
Adjusted EBITDAre $ 94,782 $ 96,239 $ 94,049
Estimated revenues from developments5 334
Pro Forma Adjusted EBITDAre $ 95,116 $ 96,239 $ 94,049
Annualized EBITDAre 400,716 369,484 353,240
Annualized Adjusted EBITDAre 379,128 384,956 376,196
Pro Forma Annualized Adjusted EBITDAre 380,464 384,956 376,196

1 Reflects an adjustment to give effect to all investments during the quarter, including developments that have reached rent commencement, as if they had been made as of the beginning of the quarter.

2 Reflects an adjustment to give effect to all dispositions during the quarter as if they had been sold as of the beginning of the quarter.

3 Amount includes $0.2 million accelerated lease intangible amortization and $0.1 million of severance and employee transition costs for the three months ended December 31, 2024.

4 Amount includes $1.2 million of lease termination fees and $0.9 million in income for the settlement of a permanent land easement for an insignificant portion of two of our properties during the three months ended December 31, 2024 and September 30, 2024, respectively.

5 Represents estimated contractual revenues based on in-process development spend to-date.

(in thousands) December 31,<br>2024 September 30, <br>2024 December 31,<br>2023
Debt
Unsecured revolving credit facility $ 93,014 $ 125,482 $ 90,434
Unsecured term loans, net 897,201 896,887 895,947
Senior unsecured notes, net 846,064 845,875 845,309
Mortgages, net 76,846 77,416 79,068
Debt issuance costs 6,802 7,314 8,848
Gross Debt 1,919,927 1,952,974 1,919,606
Cash and cash equivalents (14,845 ) (8,999 ) (19,494 )
Restricted cash (1,148 ) (2,219 ) (1,138 )
Net Debt $ 1,903,934 $ 1,941,756 $ 1,898,974
Estimated net proceeds from forward equity agreements1 (38,514 ) (38,983 )
Pro Forma Net Debt $ 1,865,420 $ 1,902,773 $ 1,898,974
Leverage Ratios:
Net Debt to Annualized EBITDAre 4.8x 5.3x 5.4x
Net Debt to Annualized Adjusted EBITDAre 5.0x 5.0x 5.0x
Pro Forma Net Debt to Annualized Adjusted EBITDAre 4.9x 4.9x 5.0x

1 Represents pro forma adjustment for estimated net proceeds from forward sale agreements that have not settled as if they have been physically settled for cash as of the period presented.

We define Net Debt as gross debt (total reported debt plus debt issuance costs) less cash and cash equivalents and restricted cash. We believe that the presentation of Net Debt to Annualized EBITDAre and Net Debt to Annualized Adjusted EBITDAre is useful to investors and analysts because these ratios provide information about gross debt less cash and cash equivalents, which could be used to repay debt, compared to our performance as measured using EBITDAre.

We compute EBITDA as earnings before interest, income taxes and depreciation and amortization. EBITDA is a measure commonly used in our industry. We believe that this ratio provides investors and analysts with a measure of our performance that includes our operating results unaffected by the differences in capital structures, capital investment cycles and useful life of related assets compared to other companies in our industry. We compute EBITDAre in accordance with the definition adopted by Nareit, as EBITDA excluding gains (losses) from the sales of depreciable property and provisions for impairment on investment in real estate. We believe EBITDA and EBITDAre are useful to investors and analysts because they provide important supplemental information about our operating performance exclusive of certain non-cash and other costs. EBITDA and EBITDAre are not measures of financial performance under GAAP, and our EBITDA and EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA and EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

We are focused on a disciplined and targeted investment strategy, together with active asset management that includes selective sales of properties. We manage our leverage profile using a ratio of Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre, each discussed further below, which we believe is a useful measure of our ability to repay debt and a relative measure of leverage, and is used in communications with our lenders and rating agencies regarding our credit rating. As we fund new investments using our unsecured Revolving Credit Facility, our leverage profile and Net Debt will be immediately impacted by current quarter investments. However, the full benefit of EBITDAre from new investments will not be received in the same quarter in which the properties are acquired. Additionally, EBITDAre for the quarter includes amounts generated by properties that have been sold during the quarter. Accordingly, the variability in EBITDAre caused by the timing of our investments and dispositions can temporarily distort our leverage ratios. We adjust EBITDAre (“Adjusted EBITDAre”) for the most recently completed quarter (i) to recalculate as if all investments and dispositions had occurred at the beginning of the quarter, (ii) to exclude certain GAAP income and expense amounts that are either non-cash, such as cost of debt extinguishments, realized or unrealized gains and losses on foreign currency transactions, or gains on insurance recoveries, or that we believe are one time, or unusual in nature because they relate to unique circumstances or transactions that had not previously occurred and which we do not anticipate occurring in the future, and (iii) to eliminate the impact of lease termination fees and other items that are not a result of normal operations. While investments in build-to-suit developments have an immediate impact to Net Debt, we do not make an adjustment to EBITDAre until the quarter in which the lease commences. We define our Pro Forma Adjusted EBITDAre as Adjusted EBITDAre adjusted to show the impact of estimated contractual revenues based on in-process development spend to-date. Our Pro Forma Net Debt is defined as Net Debt adjusted for estimated net proceeds from forward sale agreements that have not settled as if they have been physically settled for cash as of the period presented. We then annualize quarterly Adjusted EBITDAre and Pro Forma Adjusted EBITDAre by multiplying them by four (“Annualized Adjusted EBITDAre” and “Annualized Pro Forma Adjusted EBITDAre”). You should not unduly rely on this measure as it is based on assumptions and estimates that may prove to be inaccurate. Our actual reported EBITDAre for future periods may be significantly different from our Annualized Adjusted EBITDAre. Adjusted EBITDAre and Annualized Adjusted EBITDAre are not measurements of performance under GAAP, and our Adjusted EBITDAre and Annualized Adjusted EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our Adjusted EBITDAre and Annualized Adjusted EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

EX-99.2

Exhibit 99.2

img213941062_0.jpg

toneet Lease, Inc. (NYSE: BNL) is a Real Estate Investment Trust (REIT) that acquires, owns, and manages single-tenant commercial real estate properties that are net leased on a long-term basis to a diversified group of tenants. www.broadstone.com

Table of Contents

Section Page
About the Data 3
Company Overview 4
Quarterly Financial Summary 5
Balance Sheet 6
Income Statement Summary 7
Funds From Operations (FFO), Core Funds From Operations (Core FFO), and Adjusted Funds From Operations (AFFO) 8
Lease Revenues Detail 9
Capital Structure 10
Equity Rollforward 11
Debt Outstanding 12
Interest Rate Swaps 13
EBITDA, EBITDAre, and Other Non-GAAP Operating Measures 14
Net Debt Metrics & Covenants 15
Debt & Swap Maturities 16
Investment Activity 17
Transitional Capital & Built-to-Suit Development Projects 18
Dispositions 19
Portfolio at a Glance: Key Metrics 20
Diversification: Tenants and Brands 21-24
Diversification: Property Type 25-26
Key Statistics by Property Type 27
Diversification: Tenant Industry 28
Diversification: Geography 29
Lease Expirations 30
Portfolio Occupancy 31
Definitions and Explanations 32-33

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About the Data

This data and other information described herein are as of and for the three months ended December 31, 2024 unless otherwise indicated. Future performance may not be consistent with past performance and is subject to change and inherent risks and uncertainties. This information should be read in conjunction with Broadstone Net Lease, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, including the financial statements and the management’s discussion and analysis of financial condition and results of operations sections.

Forward Looking Statements

Information set forth herein contains forward-looking statements, which reflect our current views regarding our business, financial performance, growth prospects and strategies, market opportunities, and market trends. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “would be,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. All of the forward-looking statements herein are subject to various risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance, and achievements could differ materially from those expressed in or by the forward-looking statements and may be affected by a variety of risks and other factors. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from such forward-looking statements. These factors include, but are not limited to, risks and uncertainties related to general economic conditions, including but not limited to increases in the rate of inflation and/or interest rates, local real estate conditions, tenant financial health, and property acquisitions and the timing of these investments and acquisitions. These and other risks, assumptions, and uncertainties are described in our filings with the SEC, which are available on the SEC’s website at www.sec.gov.

You are cautioned not to place undue reliance on any forward-looking statements included herein. All forward-looking statements are made as of the date of this document and the risk that actual results, performance, and achievements will differ materially from the expectations expressed or referenced herein will increase with the passage of time. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

IP Disclaimer

This document contains references to copyrights, trademarks, trade names, and service marks that belong to other companies. Broadstone Net Lease is not affiliated or associated with, and is not endorsed by and does not endorse, such companies or their products or services.

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Company Overview

Broadstone Net Lease, Inc. (NYSE:BNL) (the “Company”, “BNL”, “us”, “our”, and “we”) is an industrial-focused, diversified net lease real estate investment trust (“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. We primarily, and selectively, invest in real estate across industrial and retail property types. We target properties with credit worthy tenants in industries characterized by positive business drivers and trends, where the properties are an integral part of the tenants’ businesses and there are opportunities to secure long-term net leases. Through long-term net leases, our tenants are able to retain operational control of their strategically important locations, while allocating their debt and equity capital to fund core business operations rather than real estate ownership.

Executive Team<br><br>John D. Moragne<br><br>Chief Executive Officer and Member, Board of Directors<br><br>Ryan M. Albano<br><br>President and Chief Operating Officer<br><br>Kevin M. Fennell<br><br>Executive Vice President, Chief Financial Officer and Treasurer<br><br>John D. Callan, Jr.<br><br>Senior Vice President, General Counsel, and Secretary<br><br>Michael B. Caruso<br><br>Senior Vice President, Underwriting & Strategy<br><br>Will D. Garner<br><br>Senior Vice President, Acquisitions<br><br>Jennie L. O’Brien<br><br>Senior Vice President and Chief Accounting Officer<br><br>Molly Kelly Wiegel<br><br>Senior Vice President, Human Resources & Administration Board of Directors<br><br>Laurie A. Hawkes<br><br>Chairman of the Board<br><br>John D. Moragne<br><br>Chief Executive Officer<br><br>Denise Brooks-Williams<br><br>Michael A. Coke<br><br>Jessica Duran<br><br>Laura Felice<br><br>Richard Imperiale<br><br>David M. Jacobstein<br><br>Shekar Narasimhan<br><br>Joseph Saffire<br><br>James H. Watters
Company Contact Information<br><br>Brent Maedl<br>Director, Corporate Finance & Investor Relations<br><br>brent.maedl@broadstone.com<br><br>585-382-8507<br><br><br><br><br><br>Transfer Agent<br><br>Computershare Trust Company, N.A.<br><br>150 Royall Street<br><br>Canton, Massachusetts 02021<br><br>800-736-3001
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Quarterly Financial Summary

(unaudited, dollars in thousands except per share data)

Q4 2024 Q3 2024 Q2 2024 Q1 2024 Q4 2023
Financial Summary
Investment in rental property $ 4,994,057 $ 5,018,626 $ 4,840,961 $ 4,666,969 $ 4,915,911
Less accumulated depreciation (672,478 ) (644,214 ) (627,871 ) (606,225 ) (626,597 )
Property under development 18,784 165,014 133,064 94,964
Investment in rental property, net 4,340,363 4,374,412 4,378,104 4,193,808 4,384,278
Cash and cash equivalents 14,845 8,999 18,282 221,740 19,494
Restricted cash 1,148 2,219 1,614 1,038 1,138
Total assets 5,216,417 5,263,286 5,264,557 5,269,655 5,268,735
Unsecured revolving credit facility 93,014 125,482 79,096 73,820 90,434
Mortgages, net 76,846 77,416 77,970 78,517 79,068
Unsecured term loans, net 897,201 896,887 896,574 896,260 895,947
Senior unsecured notes, net 846,064 845,875 845,687 845,498 845,309
Total liabilities 2,074,993 2,124,927 2,067,147 2,051,951 2,074,394
Total Broadstone Net Lease, Inc. <br>   equity 3,003,745 2,999,074 3,054,802 3,073,622 3,049,241
Total equity (book value) 3,141,424 3,138,359 3,197,410 3,217,704 3,194,341
Revenues 112,130 108,397 105,907 105,366 105,000
General and administrative - <br>   other 7,951 6,893 7,831 7,957 7,982
Stock based compensation 1,977 1,829 2,073 1,475 1,401
General and administrative 9,928 8,722 9,904 9,432 9,383
Total operating expenses 77,369 54,811 56,463 79,264 84,457
Interest expense 19,564 18,178 17,757 18,578 18,972
Net income 27,607 37,268 35,937 68,177 6,797
Net earnings per common share,<br>   diluted $ 0.14 $ 0.19 $ 0.19 $ 0.35 $ 0.03
FFO 80,003 73,818 73,725 73,135 69,443
FFO per share, diluted $ 0.41 $ 0.37 $ 0.37 $ 0.37 $ 0.35
Core FFO 74,427 73,971 73,001 74,072 75,275
Core FFO per share, diluted $ 0.38 $ 0.37 $ 0.37 $ 0.38 $ 0.38
AFFO 70,532 70,185 70,401 70,873 71,278
AFFO per share, diluted $ 0.36 $ 0.35 $ 0.36 $ 0.36 $ 0.36
Net cash provided by operating <br>   activities 63,911 67,303 74,172 70,867 60,582
Capital expenditures and improvements 2,205 1,180 134 132 568
Capital expenditures and improvements - revenue generating 3,755 6,351 38 3,000 16,229
Net cash provided by (used in) investing <br>   activities 27,338 (65,618 ) (225,708 ) 204,285 (49,536 )
Net cash used in financing <br>   activities (86,474 ) (10,363 ) (51,346 ) (73,006 ) (40,911 )
Distributions declared 57,209 56,354 57,710 57,292 56,433
Distributions declared per diluted <br>   share $ 0.290 $ 0.290 $ 0.290 $ 0.285 $ 0.285

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Balance Sheet

(unaudited, in thousands)

September 30,<br>2024 June 30,<br>2024 March 31,<br>2024 December 31,<br>2023
Assets
Accounted for using the operating method:
Land 778,826 $ 784,545 $ 773,224 $ 724,199 $ 748,529
Land improvements 357,142 357,090 324,138 316,170 328,746
Buildings and improvements 3,815,521 3,834,310 3,708,366 3,591,260 3,803,156
Equipment 15,843 15,824 8,248 8,247 8,265
Total accounted for using the    operating method 4,967,332 4,991,769 4,813,976 4,639,876 4,888,696
Less accumulated depreciation (672,478 ) (644,214 ) (627,871 ) (606,225 ) (626,597 )
Accounted for using the    operating method, net 4,294,854 4,347,555 4,186,105 4,033,651 4,262,099
Accounted for using the direct    financing method 26,154 26,285 26,413 26,522 26,643
Accounted for using the sales-type    method 571 572 572 571 572
Property under development 18,784 165,014 133,064 94,964
Investment in rental property, net 4,340,363 4,374,412 4,378,104 4,193,808 4,384,278
Investment in rental property and intangible lease assets held for sale, net 38,779
Cash and cash equivalents 14,845 8,999 18,282 221,740 19,494
Accrued rental income 162,717 158,350 153,551 149,203 152,724
Tenant and other receivables, net 3,281 2,124 2,604 836 1,487
Prepaid expenses and other assets 41,584 36,230 33,255 33,149 36,661
Interest rate swap, assets 46,220 27,812 56,444 57,900 46,096
Goodwill 339,769 339,769 339,769 339,769 339,769
Intangible lease assets, net 267,638 276,811 282,548 273,250 288,226
Total assets 5,216,417 $ 5,263,286 $ 5,264,557 $ 5,269,655 $ 5,268,735
Liabilities and equity
Unsecured revolving credit facility 93,014 $ 125,482 $ 79,096 $ 73,820 $ 90,434
Mortgages, net 76,846 77,416 77,970 78,517 79,068
Unsecured term loans, net 897,201 896,887 896,574 896,260 895,947
Senior unsecured notes, net 846,064 845,875 845,687 845,498 845,309
Interest rate swap, liabilities 13,050
Accounts payable and other liabilities 48,983 47,651 42,635 40,655 47,534
Dividends payable 58,317 58,163 58,028 56,871 56,869
Accrued interest payable 5,837 9,642 14,033 9,377 5,702
Intangible lease liabilities, net 48,731 50,761 53,124 50,953 53,531
Total liabilities 2,074,993 2,124,927 2,067,147 2,051,951 2,074,394
Equity
Broadstone Net Lease, Inc.    equity:
Preferred stock, 0.001 par value
Common stock, 0.00025 par value 47 47 47 47 47
Additional paid-in capital 3,450,584 3,450,116 3,444,265 3,446,910 3,440,639
Cumulative distributions in excess of    retained earnings (496,543 ) (467,922 ) (449,893 ) (430,169 ) (440,731 )
Accumulated other comprehensive    income 49,657 16,833 60,383 56,834 49,286
Total Broadstone Net Lease, Inc.    equity 3,003,745 2,999,074 3,054,802 3,073,622 3,049,241
Non-controlling interests 137,679 139,285 142,608 144,082 145,100
Total equity 3,141,424 3,138,359 3,197,410 3,217,704 3,194,341
Total liabilities and equity 5,216,417 $ 5,263,286 $ 5,264,557 $ 5,269,655 $ 5,268,735

All values are in US Dollars.

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Income Statement Summary

(unaudited, in thousands except per share data)

Three Months Ended
December 31,<br>2024 September 30,<br>2024 June 30,<br>2024 March 31,<br>2024 December 31,<br>2023
Revenues
Lease revenues, net $ 112,130 $ 108,397 $ 105,907 $ 105,366 $ 105,000
Operating expenses
Depreciation and amortization 42,987 38,016 37,404 37,772 39,278
Property and operating <br>   expense 6,764 7,014 5,303 5,660 5,995
General and administrative 9,928 8,722 9,904 9,432 9,383
Provision for impairment of <br>   investment in rental <br>   properties 17,690 1,059 3,852 26,400 29,801
Total operating expenses 77,369 54,811 56,463 79,264 84,457
Other income (expenses)
Interest income 42 70 649 233 141
Interest expense (19,564 ) (18,178 ) (17,757 ) (18,578 ) (18,972 )
Gain on sale of real estate 8,196 2,441 3,384 59,132 6,270
Income taxes (527 ) 291 (531 ) (408 ) 268
Other income (expenses) 4,699 (942 ) 748 1,696 (1,453 )
Net income 27,607 37,268 35,937 68,177 6,797
Net income attributable to <br>   non-controlling interests (1,217 ) (1,660 ) (608 ) (3,063 ) (319 )
Net income attributable to <br>   Broadstone Net Lease, Inc. $ 26,390 $ 35,608 $ 35,329 $ 65,114 $ 6,478
Weighted average number of common shares outstanding
Basic1 187,592 187,496 187,436 187,290 186,829
Diluted1 196,697 196,932 196,470 196,417 196,373
Net earnings per common share2
Basic and Diluted $ 0.14 $ 0.19 $ 0.19 $ 0.35 $ 0.03

1 Excludes 974,256 weighted average shares of unvested restricted common stock for the three months ended December 31, 2024.

2 Excludes $0.3 million from the numerator for the three months ended December 31, 2024, related to dividends declared on shares of unvested restricted common stock.

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Funds From Operations (FFO), Core Funds From Operations (Core FFO), and Adjusted Funds From Operations (AFFO)

(unaudited, in thousands except per share data)

Three Months Ended
December 31,<br>2024 September 30,<br>2024 June 30,<br>2024 March 31,<br>2024 December 31,<br>2023
Net income $ 27,607 $ 37,268 $ 35,937 $ 68,177 $ 6,797
Real property depreciation and <br>   amortization 42,902 37,932 37,320 37,690 39,115
Gain on sale of real estate (8,196 ) (2,441 ) (3,384 ) (59,132 ) (6,270 )
Provision for impairment of investment <br>   in rental properties 17,690 1,059 3,852 26,400 29,801
FFO $ 80,003 $ 73,818 $ 73,725 $ 73,135 $ 69,443
Net write-offs of accrued rental income 120 2,556 4,161
Other non-core income from real estate transactions1 (1,183 ) (887 )
Severance and employee transition costs 187 98 24 77 218
Other (income) expenses2 (4,700 ) 942 (748 ) (1,696 ) 1,453
Core FFO $ 74,427 $ 73,971 $ 73,001 $ 74,072 $ 75,275
Straight-line rent adjustment (6,312 ) (5,309 ) (5,051 ) (4,980 ) (5,404 )
Adjustment to provision for credit <br>   losses (17 )
Amortization of debt issuance costs 983 983 983 983 983
Non-capitalized transaction costs3 299 25 445 182
(Gain) loss on interest rate swaps and <br>   other non-cash interest expense (6 ) (5 ) 62 159 319
Amortization of lease intangibles (991 ) (1,309 ) (1,095 ) (1,018 ) (1,014 )
Stock-based compensation 1,977 1,829 2,073 1,475 1,401
Deferred taxes 155 (282 )
AFFO $ 70,532 $ 70,185 $ 70,401 $ 70,873 $ 71,278
Diluted weighted average shares <br>   outstanding4 196,697 196,932 196,470 196,417 196,373
Net earnings per diluted share5 $ 0.14 $ 0.19 $ 0.19 $ 0.35 $ 0.03
FFO per diluted share5 0.41 0.37 0.37 0.37 0.35
Core FFO per diluted share5 0.38 0.37 0.37 0.38 0.38
AFFO per diluted share5 0.36 0.35 0.36 0.36 0.36

1 Amount includes $1.2 million of lease termination fees for the three months ended December 31, 2024.

2 Amount includes $4.7 million of unrealized and realized foreign exchange gain for the three months ended December 31, 2024, primarily associated with our Canadian dollar denominated revolver borrowings.

3 Includes $0.3 million of acquisition costs related to deals that failed to transact for the three months ended December 31, 2024.

4 Excludes 974,256 weighted average shares of unvested restricted common stock for the three months ended December 31, 2024.

5 Excludes $0.3 million from the numerator for the three months ended December 31, 2024, related to dividends declared on shares of unvested restricted common stock.

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Lease Revenues Detail

(unaudited, in thousands)

Three Months Ended
December 31,<br>2024 September 30,<br>2024 June 30,<br>2024 March 31,<br>2024 December 31,<br>2023
Contractual rental amounts billed for <br>   operating leases $ 98,193 $ 96,596 $ 95,736 $ 97,549 $ 97,182
Adjustment to recognize contractual <br>   operating lease billings on a straight-<br>   line basis 6,444 5,438 5,177 5,104 5,513
Net write-offs of accrued rental income (2,556 ) (4,161 )
Variable rental amounts earned 1,098 644 659 598 971
Earned income from direct financing <br>   leases 686 691 689 682 685
Interest income from sales-type <br>   leases 15 14 15 14 15
Operating expenses billed to tenants 5,400 5,537 4,651 5,105 5,513
Other income from real estate <br>   transactions 1,054 907 12 66
Adjustment to revenue recognized for <br>   uncollectible rental amounts billed, net (760 ) (1,430 ) (1,032 ) (1,196 ) (718 )
Total Lease revenues, net $ 112,130 $ 108,397 $ 105,907 $ 105,366 $ 105,000

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Capital Structure

(in thousands, except per share data)

img213941062_4.jpg

EQUITY
Shares of Common Stock 188,626
OP Units 8,646
Common Stock & OP Units 197,272
Price Per Share / Unit at December 31, 2024 $ 15.86
IMPLIED EQUITY MARKET CAPITALIZATION $ 3,128,727
% of Total Capitalization 62.0 %
DEBT
Unsecured Revolving Credit Facility - 2026 $ 93,014
Unsecured Term Loans 900,000
Unsecured Term Loan - 2026 400,000
Unsecured Term Loan - 2027 200,000
Unsecured Term Loan - 2029 300,000
Senior Unsecured Notes 850,000
Senior Unsecured Notes - 2027 150,000
Senior Unsecured Notes - 2028 225,000
Senior Unsecured Notes - 2030 100,000
Senior Unsecured Public Notes - 2031 375,000
Mortgage Debt - Various 76,913
TOTAL DEBT $ 1,919,927
% of Total Capitalization 38.0 %
Floating Rate Debt % 2.8 %
Fixed Rate Debt % 97.2 %
Secured Debt % 4.0 %
Unsecured Debt % 96.0 %
Total Capitalization $ 5,048,654
Less: Cash and Cash Equivalents (14,845 )
Enterprise Value $ 5,033,809

BROADSTONE NET LEASE, INC. | www.broadstone.com | © 2025 Broadstone Net Lease, LLC. All rights reserved. 10

Equity Rollforward

(in thousands)

Shares of Common Stock OP Units Total Diluted Shares
Balance, January 1, 2024 187,614 8,928 196,542
Grants of restricted stock awards - employees 778 778
Vesting of performance-based restricted stock units – employees 44 44
Retirement of common shares under equity incentive plan (71 ) (71 )
Forfeiture of restricted stock awards (25 ) (25 )
OP unit conversion 95 (95 )
Balance, March 31, 2024 188,435 8,833 197,268
Grants of restricted stock awards - employees 55 55
Forfeiture of restricted stock awards (5 ) (5 )
OP unit conversion 32 (32 )
Balance, June 30, 2024 188,517 8,801 197,318
Grants of restricted stock awards - employees 1 1
Forfeiture of restricted stock awards (57 ) (57 )
OP unit conversion 46 (46 )
Balance, September 30, 2024 188,507 8,755 197,262
Grants of restricted stock awards - employees 15 15
Forfeiture of restricted stock awards (5 ) (5 )
OP unit conversion 109 (109 )
Balance, December 31, 2024 188,626 8,646 197,272

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Debt Outstanding

(in thousands)

December 31, December 31,
2024 2023 Interest Rate Maturity Date
Unsecured revolving credit facility $ 93,014 $ 90,434 Applicable reference rate <br>+ 0.85%1 Mar. 20264
Unsecured term loans:
2026 Unsecured Term Loan 400,000 400,000 one-month adjusted SOFR + 1.00%2 Feb. 2026
2027 Unsecured Term Loan 200,000 200,000 daily simple adjusted SOFR + 0.95%3 Aug. 2027
2029 Unsecured Term Loan 300,000 300,000 daily simple adjusted SOFR + 1.25%3 Aug. 2029
Total unsecured term loans 900,000 900,000
Unamortized debt issuance costs, net (2,799 ) (4,053 )
Total unsecured term loans, net 897,201 895,947
Senior unsecured notes:
2027 Senior Unsecured Notes - Series A 150,000 150,000 4.84% Apr. 2027
2028 Senior Unsecured Notes - Series B 225,000 225,000 5.09% Jul. 2028
2030 Senior Unsecured Notes - Series C 100,000 100,000 5.19% Jul. 2030
2031 Senior Unsecured Public Notes 375,000 375,000 2.60% Sep. 2031
Total senior unsecured notes 850,000 850,000
Unamortized debt issuance costs and<br>   original issuance discount, net (3,936 ) (4,691 )
Total senior unsecured notes, net 846,064 845,309
Total unsecured debt, net $ 1,836,279 $ 1,831,690

1 At December 31, 2024, a balance of $23.5 million was subject to daily simple SOFR, and at December 31, 2023 a balance of $15.0 million was subject to one-month SOFR. The remaining balances include $100 million Canadian Dollars (“CAD”) borrowings remeasured to $69.5 million and $75.4 million United States Dollar (“USD”) at December 31 2024 and 2023, respectively, which were subject to the daily simple Canadian Overnight Repo Rate Average (“CORRA”) of 3.32% at December 31, 2024 and the one-month Canadian Dollar Offered Rate of 5.46% at December 31, 2023.

2 At December 31, 2024 and December 31, 2023, one-month SOFR was 4.33% and 5.35%, respectively.

3 At December 31, 2024 and December 31, 2023, borrowings were subject to overnight SOFR of 4.49% and one-month SOFR of 5.35%, respectively.

4 Our unsecured revolving credit facility contains two six-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.0625% of the revolving commitments.

Origination Maturity Interest December 31, December 31,
Lender Date Date Rate 2024 2023
Wilmington Trust National Association Apr. 2019 Feb. 2028 4.92% $ 42,838 $ 44,207
Wilmington Trust National Association Jun. 2018 Aug. 2025 4.36% 18,283 18,725
PNC Bank Oct. 2016 Nov. 2026 3.62% 15,792 16,241
Total mortgages 76,913 79,173
Debt issuance costs, net (67 ) (105 )
Mortgages, net $ 76,846 $ 79,068
Year of Maturity Revolving <br>Credit Facility Mortgages Term Loans Senior Notes Total
--- --- --- --- --- --- --- --- --- --- ---
2025 $ $ 20,195 $ $ $ 20,195
2026 93,014 16,843 400,000 509,857
2027 1,596 200,000 150,000 351,596
2028 38,279 225,000 263,279
2029 300,000 300,000
Thereafter 475,000 475,000
Total $ 93,014 $ 76,913 $ 900,000 $ 850,000 $ 1,919,927

BROADSTONE NET LEASE, INC. | www.broadstone.com | © 2025 Broadstone Net Lease, LLC. All rights reserved. 12

Interest Rate Swaps

(dollars in thousands)

December 31, 2024
Counterparty Maturity Date1 Fixed<br>Rate2 Variable Rate Index Notional<br>Amount Fair <br>Value
Effective Swaps:
Bank of Montreal January 2025 1.91 % daily compounded SOFR $ 25,000 $ 2
Truist Financial Corporation April 2025 2.20 % daily compounded SOFR 25,000 137
Bank of Montreal July 2025 2.32 % daily compounded SOFR 25,000 250
Truist Financial Corporation July 2025 1.99 % daily compounded SOFR 25,000 290
Truist Financial Corporation December 2025 2.30 % daily compounded SOFR 25,000 471
Bank of Montreal January 2026 1.92 % daily compounded SOFR 25,000 569
Bank of Montreal January 2026 2.05 % daily compounded SOFR 40,000 860
Capital One, National Association January 2026 2.08 % daily compounded SOFR 35,000 743
Truist Financial Corporation January 2026 1.93 % daily compounded SOFR 25,000 567
Capital One, National Association April 2026 2.68 % daily compounded SOFR 15,000 280
Capital One, National Association July 2026 1.32 % daily compounded SOFR 35,000 1,454
Bank of Montreal December 2026 2.33 % daily compounded SOFR 10,000 346
Bank of Montreal December 2026 1.99 % daily compounded SOFR 25,000 1,030
Toronto-Dominion Bank March 2027 2.46 % daily compounded CORRA 13,903 3 166
Wells Fargo Bank, N.A. April 2027 2.72 % daily compounded SOFR 25,000 757
Bank of Montreal December 2027 2.37 % daily compounded SOFR 25,000 1,230
Capital One, National Association December 2027 2.37 % daily compounded SOFR 25,000 1,227
Wells Fargo Bank, N.A. January 2028 2.37 % daily compounded SOFR 75,000 3,693
Bank of Montreal May 2029 2.09 % daily compounded SOFR 25,000 2,024
Regions Bank May 2029 2.11 % daily compounded SOFR 25,000 1,999
Regions Bank June 2029 2.03 % daily compounded SOFR 25,000 2,085
U.S. Bank National Association June 2029 2.03 % daily compounded SOFR 25,000 2,087
Regions Bank August 2029 2.58 % one-month SOFR 100,000 5,799
Toronto-Dominion Bank August 2029 2.58 % one-month SOFR 45,000 2,642
U.S. Bank National Association August 2029 2.65 % one-month SOFR 15,000 835
U.S. Bank National Association August 2029 2.58 % one-month SOFR 100,000 5,820
U.S. Bank National Association August 2029 1.35 % daily compounded SOFR 25,000 2,894
Regions Bank March 2032 2.69 % daily compounded CORRA 13,903 3 358
U.S. Bank National Association March 2032 2.70 % daily compounded CORRA 13,903 3 354
Bank of Montreal March 2034 2.81 % daily compounded CORRA 27,805 4 846
$ 939,514 $ 41,815
Forward Starting Swaps:5
Bank of Montreal March 2030 3.80 % daily simple SOFR $ 80,000 $ 541
JPMorgan Chase Bank, N.A. March 2030 3.79 % daily simple SOFR 50,000 371
U.S. Bank National Association June 2030 3.73 % daily simple SOFR 70,000 666
Truist Financial Corporation June 2030 3.73 % daily simple SOFR 55,000 508
Manufacturers & Traders Trust Company September 2030 3.71 % daily simple SOFR 50,000 512
Regions Bank September 2030 3.69 % daily simple SOFR 15,000 159
Truist Financial Corporation September 2030 3.70 % daily simple SOFR 15,000 159
Toronto-Dominion Bank December 2030 3.66 % daily simple SOFR 70,000 846
Regions Bank December 2030 3.66 % daily simple SOFR 55,000 643
$ 460,000 $ 4,405
Total Swaps $ 1,399,514 $ 46,220

1 The weighted average maturity date of effective swaps and effective swaps and forward starting swaps combined was 3.2 years and 4.0 years, respectively, at December 31, 2024.

2 At December 31, 2024, the weighted average interest rate on all outstanding borrowings was 3.84%, inclusive of a weighted average fixed rate on effective interest rate swaps of 2.28%.

3 The contractual notional amount is $20.0 million CAD.

4 The contractual notional amount is $40.0 million CAD.

5 Forward starting swaps have effective dates that are 5 years prior to each respective maturity date.

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EBITDA, EBITDAre, and Other-Non GAAP Operating Measures

(unaudited, in thousands)

Three Months Ended
December 31,<br>2024 September 30,<br>2024 June 30,<br>2024 March 31,<br>2024 December 31,<br>2023
Net income $ 27,607 $ 37,268 $ 35,937 $ 68,177 $ 6,797
Depreciation and amortization 42,987 38,016 37,404 37,772 39,278
Interest expense 19,565 18,178 17,757 18,578 18,972
Income taxes 527 291 531 408 (268 )
EBITDA $ 90,686 $ 93,753 $ 91,629 $ 124,935 $ 64,779
Provision for impairment of investment in <br>   rental properties 17,690 1,059 3,852 26,400 29,801
Gain on sale of real estate (8,197 ) (2,441 ) (3,384 ) (59,132 ) (6,270 )
EBITDAre $ 100,179 $ 92,371 $ 92,097 $ 92,203 $ 88,310
Adjustment for current quarter investment activity 1 28 4,080 1,241 153
Adjustment for current quarter disposition activity 2 (11 ) (66 ) (87 ) (4,712 ) (156 )
Adjustment to exclude non-recurring and other expenses 3 348 (201 ) 26 (125 ) 128
Adjustment to exclude net write-offs of accrued rental income 120 2,556 4,161
Adjustment to exclude realized / unrealized foreign exchange (gain) loss (4,699 ) 942 (748 ) (1,696 ) 1,453
Other income from real estate transactions 4 (1,183 ) (887 )
Adjusted EBITDAre $ 94,782 $ 96,239 $ 92,529 $ 88,226 $ 94,049
Estimated revenues from developments 5 334 3,458 2,771
Pro Forma Adjusted EBITDAre $ 95,116 $ 96,239 $ 95,987 $ 90,997 $ 94,049
Annualized EBITDAre $ 400,716 $ 369,484 $ 368,388 $ 368,812 $ 353,240
Annualized Adjusted EBITDAre 379,128 384,956 370,116 352,904 376,196
Pro Forma Annualized Adjusted EBITDAre 380,464 384,956 383,948 363,988 376,196

1 Reflects an adjustment to give effect to all investments during the quarter, including developments that have reached rent commencement, as if they had been made as of the beginning of the quarter.

2 Reflects an adjustment to give effect to all dispositions during the quarter as if they had been sold as of the beginning of the quarter.

3 Amounts include $0.2 million of accelerated lease intangible amortization and $0.1 million of severance and employee transition costs during the three months ended December 31, 2024.

4 Amount includes $1.2 million of lease termination fees for the three months ended December 31, 2024.

5 Represents estimated contractual revenues based on in-process development spend to-date.

Three Months Ended
December 31,<br>2024 September 30,<br>2024 June 30,<br>2024 March 31,<br>2024 December 31,<br>2023
Adjusted EBITDAre $ 94,782 $ 96,239 $ 92,529 $ 88,226 $ 94,049
General and administrative 9,581 8,924 9,878 9,557 9,254
Adjusted Net Operating Income ("NOI") $ 104,363 $ 105,163 $ 102,407 $ 97,783 $ 103,303
Straight-line rental revenue, net (6,317 ) (6,128 ) (5,191 ) (4,929 ) (5,438 )
Other amortization and non-cash charges (796 ) (1,309 ) (1,095 ) (1,018 ) (1,014 )
Adjusted Cash NOI $ 97,250 $ 97,726 $ 96,121 $ 91,836 $ 96,851
Annualized Adjusted NOI $ 417,452 $ 420,652 $ 409,628 $ 391,132 $ 413,212
Annualized Adjusted Cash NOI 389,000 390,904 384,484 367,344 387,404

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Net Debt Metrics

(in thousands)

December 31,<br>2024 September 30,<br>2024 June 30,<br>2024 March 31,<br>2024 December 31,<br>2023
Debt
Unsecured revolving credit facility $ 93,014 $ 125,482 $ 79,096 $ 73,820 $ 90,434
Unsecured term loans, net 897,201 896,887 896,574 896,260 895,947
Senior unsecured notes, net 846,064 845,875 845,687 845,498 845,309
Mortgages, net 76,846 77,416 77,970 78,517 79,068
Debt issuance costs 6,802 7,314 7,825 8,337 8,848
Gross Debt 1,919,927 1,952,974 1,907,152 1,902,432 1,919,606
Cash and cash equivalents (14,845 ) (8,999 ) (18,282 ) (221,740 ) (19,494 )
Restricted cash (1,148 ) (2,219 ) (1,614 ) (1,038 ) (1,138 )
Net Debt $ 1,903,934 $ 1,941,756 $ 1,887,256 $ 1,679,654 $ 1,898,974
Estimated net proceeds from forward equity agreements 1 (38,514 ) (38,983 )
Pro Forma Net Debt $ 1,865,420 $ 1,902,773 $ 1,887,256 $ 1,679,654 $ 1,898,974
Leverage Ratios:
Net Debt to Annualized EBITDAre 4.8x 5.3x 5.1x 4.6x 5.4x
Net Debt to Annualized Adjusted <br>   EBITDAre 5.0x 5.0x 5.1x 4.8x 5.0x
Pro Forma Net Debt to Annualized<br>   Adjusted EBITDAre 4.9x 4.9x 4.9x 4.6x 5.0x

1 Represents pro forma adjustment for estimated net proceeds from forward sale agreements that have not settled as if they have been physically settled for cash as of the period presented.

Covenants

The following is a summary of key financial covenants for the Company’s unsecured debt instruments. The covenants associated with the Revolving Credit Facility, Unsecured Term Loans with commercial banks, and the Series A-C Senior Unsecured Notes, are reported to the respective lenders via quarterly covenant reporting packages. The covenants associated with the 2031 Senior Unsecured Public Notes are not required to be reported externally to third parties, and are instead calculated in connection with borrowing activity and for financial reporting purposes only. These calculations, which are not based on U.S. GAAP measurements, are presented to investors to show that as of December 31, 2024, the Company believes it is in compliance with the covenants.

Covenants Required Revolving Credit Facility and Unsecured Term Loans Senior Unsecured <br>Notes Series <br>A, B, & C 2031 Senior Unsecured Public Notes
Leverage ratio ≤ 0.60 to 1.00 0.32 0.33 Not Applicable
Secured indebtedness ratio ≤ 0.40 to 1.00 0.01 0.01 Not Applicable
Unencumbered coverage ratio ≥ 1.75 to 1.00 5.26 Not Applicable Not Applicable
Fixed charge coverage ratio ≥ 1.50 to 1.00 4.32 4.32 Not Applicable
Total unsecured indebtedness to <br>   total unencumbered eligible <br>   property value ≤ 0.60 to 1.00 0.34 0.35 Not Applicable
Dividends and other restricted <br>   payments Only applicable <br>in case of default Not Applicable Not Applicable Not Applicable
Aggregate debt ratio ≤ 0.60 to 1.00 Not Applicable Not Applicable 0.35
Consolidated income available for <br>   debt to annual debt service <br>   charge ≥ 1.50 to 1.00 Not Applicable Not Applicable 5.30
Total unencumbered assets to <br>   total unsecured debt ≥ 1.50 to 1.00 Not Applicable Not Applicable 2.87
Secured debt ratio ≤ 0.40 to 1.00 Not Applicable Not Applicable 0.01

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Debt Maturities

(dollars in millions)

The Company utilizes diversified sources of debt capital including unsecured bank debt, unsecured notes, and secured mortgages (where appropriate).

Weighted Average Debt Maturity: 3.6 years1

img213941062_5.jpg

1 Our Revolving Credit Facility reflected above assumes exercise of two six-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.0625% of the revolving commitments.

Swap Maturities

(dollars in millions)

Weighted Average Effective Swap Maturity: 3.2 years<br><br>Weighted Average Effective & Forward Starting Swap Maturity: 4.0 years

img213941062_6.jpg

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Investment Activity

(square feet and dollars in thousands)

The following tables summarize the Company’s investment activity during 2024.

Q4 2024 Q3 2024 Q2 2024 Q1 2024 YTD 2024
Acquisitions:
Number of transactions 2 6 8
Number of properties 2 21 23
Square feet 357 1,094 1,451
Acquisition price $ $ 69,250 $ 165,053 $ $ 234,303
Industrial 59,000 103,735 162,735
Retail 10,250 61,318 71,568
Initial cash capitalization rate 7.2 % 7.3 % 7.3 %
Straight-line yield 8.0 % 8.1 % 8.1 %
Weighted average lease term (years) 9.4 11.5 10.9
Weighted average annual rent increase 2.8 % 2.3 % 2.4 %
Build-to-suit developments:
Number of new properties 4 4
Investments $ 22,962 $ 24,667 $ 30,583 $ 37,107 $ 115,319
Revenue generating capital expenditures:
Number of existing properties 1 1
Investments $ $ $ $ 3,000 $ 3,000
Retail - Animal Services 3,000 3,000
Initial cash capitalization rate 8.0 % 8.0 %
Weighted average lease term (years) 8.0 8.0
Weighted average annual rent increase 2.5 % 2.5 %
Transitional capital:
Number of transactions 1 1
Investments1 $ $ $ 52,200 $ $ 52,200
Cash capitalization rate 8.0 % 8.0 %
Total investments $ 22,962 $ 93,917 $ 247,836 $ 40,107 $ 404,822
Total initial cash capitalization rate2 7.2 % 7.3 % 8.0 % 7.3 %
Total weighted average lease term (years)2 9.4 11.5 8.0 10.8
Total weighted average annual rent increase2 2.8 % 2.3 % 2.5 % 2.4 %

1 Refer below for property-level statistics relating to our transitional capital investments.

2 Due to the nature of (1) transitional capital representing a contractual yield on invested capital, and (2) build-to-suit developments not generating revenue during construction, these are excluded from the calculation of total cash capitalization rates, weighted average lease terms, and weighted average rent increases.

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Transitional Capital

The following table summarizes the Company’s transitional capital investments, which are excluded from real estate investment portfolio statistics:

Q4 2024
Transitional Capital:
Type Preferred Equity
Investment (’000s)1 $ 52,200
Stabilized cash capitalization rate2 8.0 %
Annualized initial cash NOI yield 7.6 %
Remaining term (years)3 2.5
Property type Retail Center
Underlying property metrics
Number of retail spaces 28
Rentable square footage (“SF”) (’000s) 332
Weighted average remaining lease term (years) 4.0
Occupancy rate (based on SF)4 98.7 %
Quarterly rent collection 90.7 %

1 Agreement includes commitment to fund up to an additional $7.8 million of preferred capital.

2 Represents stated yield with unpaid amounts accruing with preferential payment.

3 Agreement contains two one-year extension options subject to a 0.50% extension fee. Repayment at end of term subject to a $3.5 million repayment fee.

4 Includes executed leases where rent has not yet commenced.

Build-to-Suit Development Projects

(square feet and dollars in thousands)

The following table summarizes the Company’s in-process developments as of December 31, 2024:

Property Property Type Projected Rentable Square Feet Start Date5 Target Stabilization Date5 Lease Term (Years) Total Project Commitment5 Estimated Total Project Investment5 Cumulative Investment QTD Q4 2024 Investment Estimated Remaining Investment Estimated Cash Capitalization Rate5 Estimated Straight-line Yield5
7 Brew<br>(High Point - NC) Retail 1 Dec. 2024 Feb. 2025 15 $ 1,975 $ 1,975 $ 1,173 $ 1,173 $ 802 8.0 % 8.8 %
Sierra Nevada<br>(Dayton - OH) Industrial 122 Oct. 2024 Nov. 2025 15 58,563 58,563 4,638 4,638 53,925 7.6 % 9.4 %
Sierra Nevada<br>(Dayton - OH) Industrial 122 Oct. 2024 Mar. 2026 15 55,525 55,525 4,257 4,257 51,268 7.7 % 9.6 %
Southwire<br>(Bremen - GA) Industrial 1,200 Dec. 2024 Jul. 2026 10 115,411 107,333 8,285 8,285 99,048 7.6 % 8.6 %
Total 1,445 $ 231,474 $ 223,396 $ 18,353 $ 18,353 $ 205,043

The following table summarizes the Company’s stabilized developments as of December 31, 2024:

Property Property Type Rentable Square Feet Lease Commencement Date5 Total Project Commitment5 Estimated Total Project Investment5 Cumulative Investment QTD Q4 2024 Investment Estimated Remaining Investment Estimated Cash Capitalization Rate5 Estimated Straight-line Yield5
UNFI<br>(Sarasota - FL) Industrial 1,016 Sep. 2024 $ 204,833 $ 200,958 $ 190,573 $ 4,609 $ 10,385 6 7.2 % 8.6 %

5 Refer to definitions and explanations appearing at the end of this supplemental document.

6 Revenue on additional investments will receive a cash capitalization rate of 6.8%.

BROADSTONE NET LEASE, INC. | www.broadstone.com | © 2025 Broadstone Net Lease, LLC. All rights reserved. 18

Dispositions

(square feet and dollars in thousands)

The following table summarizes the Company’s property disposition activity during 2024.

Q1 2024
Property Type Number of Properties Square Feet Acquisition Price Disposition Price Net Book <br>Value
Other 37 706 $ 250,079 251,700 $ 199,098
Total Properties 37 706 250,079 251,700 199,098
Weighted average cash cap rate 7.9 %
Q2 2024
Property Type Number of Properties Square Feet Acquisition Price Disposition Price Net Book <br>Value
Industrial 1 187 $ 11,330 $ 11,750 $ 10,753
Other 2 80 21,745 12,600 10,623
Total Properties 3 267 33,075 24,350 21,376
Weighted average cash cap rate 7.3 %
Q3 2024
Property Type Number of Properties Square Feet Acquisition Price Disposition Price Net Book <br>Value
Other 6 110 $ 36,611 $ 31,812 $ 29,796
Total Properties 6 110 36,611 31,812 29,796
Weighted average cash cap rate 8.0 %
Q4 2024
Property Type Number of Properties Square Feet Acquisition Price Disposition Price Net Book <br>Value
Other 12 374 $ 127,820 56,145 $ 58,044
Total Properties 12 374 127,820 56,145 58,044
Weighted average cash cap rate 7.9 %
2024 Dispositions
Property Type Number of Properties Square Feet Acquisition Price Disposition Price Net Book <br>Value
Industrial 1 187 $ 11,330 $ 11,750 $ 10,753
Other 57 1,269 436,254 352,257 297,561
Total Properties 58 1,456 $ 447,584 $ 364,007 $ 308,314
Weighted average cash cap rate 7.8 %

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Portfolio at a Glance: Key Metrics1

December 31,2024 September 30,2024 June 30,2024 March 31,2024 December 31,2023
Properties
U.S. States
Canadian Provinces
Total annualized base rent 395.5M 398.2M 385.5M 374.1M 392.2M
Total rentable square footage (“SF”) 39.4M 39.7M 38.5M 37.6M 38.3M
Tenants
Brands
Industries
Occupancy (based on SF) % % % % %
Rent Collection % % % % %
Top 10 tenant concentration % % % % %
Top 20 tenant concentration % % % % %
Investment grade (tenant/guarantor) % % % % %
Financial reporting coverage2 % % % % %
Rent coverage ratio (restaurants only) 3.3x 3.3x 3.3x 3.3x 3.4x
Weighted average annual rent increases % % % % %
Weighted average remaining lease term 10.2 years 10.3 years 10.4 years 10.6 years 10.5 years
Master leases (based on ABR)
Total portfolio % % % % %
Multi-site tenants % % % % %

All values are in US Dollars.

1 Property metrics exclude transitional capital investments.

2 Includes 8.6% related to tenants not required to provide financial information under the terms of our lease, but whose financial statements are available publicly at December 31, 2024.

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Diversification: Tenants & Brands

Top 20 Tenants

Tenant Property Type # of<br>Properties ABR<br>(’000s) ABR as a <br>% of Total <br>Portfolio Square <br>Feet <br>(’000s) SF as a <br>% of Total <br>Portfolio
Roskam Baking Company, LLC* Food Processing 7 $ 16,236 4.1 % 2,250 5.7 %
United Natural Foods, Inc. Distribution & Warehouse 1 13,680 3.5 % 1,016 2.6 %
AHF, LLC* Distribution & Warehouse/Manufacturing 8 9,612 2.4 % 2,284 5.8 %
Joseph T. Ryerson & Son, Inc Distribution & Warehouse 11 7,897 2.0 % 1,599 4.1 %
Jack’s Family Restaurants LP* Quick Service Restaurants 43 7,605 1.9 % 147 0.4 %
Tractor Supply Company General Merchandise 23 6,449 1.6 % 462 1.2 %
J. Alexander’s, LLC* Casual Dining 16 6,300 1.6 % 131 0.3 %
Axcelis Technologies, Inc. Flex and R&D 1 6,263 1.6 % 417 1.1 %
Nestle’ Dreyer's Ice Cream Company Cold Storage 2 6,219 1.6 % 503 1.3 %
Salm Partners, LLC* Food Processing 2 6,170 1.6 % 427 1.0 %
Total Top 10 Tenants 114 $ 86,431 21.9 % 9,236 23.5 %
Hensley & Company* Distribution & Warehouse 3 $ 6,109 1.5 % 577 1.5 %
Dollar General Corporation General Merchandise 60 5,992 1.5 % 562 1.4 %
BluePearl Holdings, LLC** Animal Services 13 5,846 1.5 % 159 0.4 %
Red Lobster Hospitality & Red Lobster Restaurants LLC* Casual Dining 18 5,563 1.4 % 147 0.4 %
Outback Steakhouse of Florida LLC* Casual Dining 22 5,544 1.4 % 140 0.4 %
Krispy Kreme Doughnut Corporation Quick Service Restaurants/<br>Food Processing 27 5,538 1.4 % 156 0.4 %
Big Tex Trailer Manufacturing Inc.* Automotive/Distribution & Warehouse/Manufacturing/Office 17 5,157 1.3 % 1,302 3.3 %
Arkansas Surgical Hospital, LLC Clinical & Surgical 1 4,702 1.2 % 129 0.3 %
Carvana, LLC* Industrial Services 2 4,672 1.2 % 230 0.6 %
Jelly Belly Candy Company Distribution & Warehouse/Food Processing/General Merchandise 5 4,648 1.2 % 575 1.4 %
Total Top 20 Tenants 282 $ 140,202 35.5 % 13,213 33.6 %

*Subject to a master lease.

**Includes properties leased by multiple tenants, some, not all, of which are subject to master leases.

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Top 20 Tenant Descriptions1

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Top 20 Tenant Descriptions1 (continued)

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Top 20 Brands

Brand Property Type # of<br>Properties ABR<br>(’000s) ABR as a <br>% of Total <br>Portfolio Square <br>Feet <br>(’000s) SF as a <br>% of Total <br>Portfolio
Roskam Baking Company, LLC* Food Processing 7 16,236 4.1 % 2,250 5.7 %
United Natural Foods, Inc. Distribution & Warehouse 1 13,680 3.5 % 1,016 2.6 %
AHF Products* Distribution & Warehouse/<br>Manufacturing 8 9,612 2.4 % 2,284 5.8 %
Ryerson Distribution & Warehouse 11 7,897 2.0 % 1,599 4.1 %
Jack's Family Restaurants* Quick Service Restaurants 43 7,605 1.9 % 147 0.4 %
Tractor Supply Company General Merchandise 23 6,449 1.6 % 462 1.2 %
Axcelis Flex and R&D 1 6,263 1.6 % 417 1.1 %
Nestle’ Cold Storage 2 6,219 1.6 % 503 1.3 %
Salm Partners, LLC* Food Processing 2 6,168 1.6 % 426 1.0 %
Hensley* Distribution & Warehouse 3 6,110 1.5 % 578 1.4 %
Total Top 10 Brands 101 $ 86,239 21.8 % 9,682 24.6 %
Dollar General General Merchandise 60 5,992 1.5 % 562 1.4 %
BluePearl Veterinary Partners** Animal Services 13 5,846 1.5 % 159 0.4 %
Bob Evans Farms* Casual Dining/Food Processing 21 5,608 1.4 % 281 0.7 %
Red Lobster* Casual Dining 18 5,563 1.4 % 147 0.4 %
Krispy Kreme Quick Service Restaurants/<br>Food Processing 27 5,538 1.4 % 156 0.4 %
Big Tex Trailers* Automotive/Distribution & Warehouse/Manufacturing/Office 17 5,157 1.3 % 1,302 3.3 %
Outback Steakhouse* Casual Dining 20 4,796 1.2 % 126 0.3 %
Arkansas Surgical Hospital, LLC Clinical & Surgical 1 4,702 1.2 % 129 0.3 %
Carvana* Industrial Services 2 4,672 1.2 % 230 0.6 %
Jelly Belly Distribution & Warehouse/Food Processing/General Merchandise 5 4,649 1.2 % 575 1.5 %
Total Top 20 Brands 285 $ 138,762 35.1 % 13,349 33.9 %

*Subject to a master lease.

**Includes properties leased by multiple tenants, some, not all, of which are subject to master leases.

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Diversification: Property Type

(rent percentages based on ABR)

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Diversification: Property Type (continued)

Property Type # of Properties ABR<br>(’000s) ABR as a % <br>of Total <br>Portfolio Square Feet (’000s) SF as a % <br>of Total <br>Portfolio
Industrial
Manufacturing 80 $ 69,835 17.7 % 12,319 31.3 %
Distribution & Warehouse 49 69,247 17.5 % 10,446 26.6 %
Food Processing 34 49,613 12.5 % 5,736 14.6 %
Flex and R&D 10 22,088 5.6 % 1,606 4.1 %
Industrial Services 29 14,880 3.8 % 725 1.8 %
Cold Storage 3 10,046 2.5 % 723 1.8 %
In-process Developments 3
Untenanted 2 343 0.9 %
Industrial Total 210 235,709 59.6 % 31,898 81.1 %
Retail
General Merchandise 138 29,427 7.4 % 2,196 5.6 %
Casual Dining 102 27,381 6.9 % 674 1.7 %
Quick Service Restaurants 151 26,617 6.7 % 514 1.3 %
Automotive 65 12,069 3.1 % 764 1.9 %
Animal Services 27 11,326 2.9 % 419 1.1 %
Home Furnishings 13 7,386 1.9 % 797 2.0 %
Healthcare Services 18 6,014 1.5 % 220 0.6 %
Education 5 3,246 0.8 % 128 0.3 %
In-process Developments 1
Retail Total 520 123,466 31.2 % 5,712 14.5 %
Other
Office 14 23,642 6.0 % 1,311 3.3 %
Clinical & Surgical 21 12,664 3.2 % 433 1.1 %
Other Total 35 36,306 9.2 % 1,744 4.4 %
Total 765 $ 395,481 100.0 % 39,354 100.0 %

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Key Statistics by Property Type

Q4 2024 Q3 2024 Q2 2024 Q1 2024 Q4 2023
Industrial
Number of properties 210 207 206 197 197
Square feet (000s) 31,898 31,898 30,602 29,980 29,921
Weighted average lease term (years) 11.0 11.1 11.0 11.3 11.5
Weighted average annual rent escalation 2.1 % 2.1 % 2.0 % 2.0 % 2.0 %
Percentage of total ABR 59.6 % 59.1 % 56.0 % 55.8 % 53.1 %
Retail
Number of properties 520 519 518 507 507
Square feet (000s) 5,712 5,692 5,621 5,337 5,337
Weighted average lease term (years) 10.2 10.5 10.8 10.9 11.2
Weighted average annual rent escalation 1.7 % 1.7 % 1.7 % 1.7 % 1.8 %
Percentage of total ABR 31.2 % 30.9 % 31.8 % 31.4 % 30.0 %
Other
Number of properties 35 47 53 55 92
Square feet (000s) 1,744 2,118 2,227 2,307 3,013
Weighted average lease term (years) 5.0 5.3 6.5 6.4 5.9
Weighted average annual rent escalation 2.4 % 2.4 % 2.5 % 2.5 % 2.4 %
Percentage of total ABR 9.2 % 10.0 % 12.2 % 12.8 % 16.9 %

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Diversification: Tenant Industry

Industry # of Properties ABR<br>(’000s) ABR as a % <br>of Total <br>Portfolio Square Feet (’000s) SF as a % <br>of Total <br>Portfolio
Restaurants 257 $ 54,839 13.9 % 1,231 3.1 %
Packaged Foods & Meats 35 48,033 12.1 % 5,541 14.1 %
Food Distributors 7 26,576 6.7 % 2,534 6.4 %
Healthcare Facilities 48 23,990 6.1 % 852 2.2 %
Auto Parts & Equipment 46 20,739 5.2 % 3,168 8.0 %
Specialty Stores 36 18,594 4.7 % 1,637 4.2 %
Distributors 27 17,820 4.5 % 2,757 7.0 %
Home Furnishing Retail 17 12,281 3.1 % 1,692 4.3 %
Specialized Consumer Services 46 12,157 3.1 % 716 1.8 %
Metal & Glass Containers 8 10,696 2.7 % 2,206 5.6 %
Industrial Machinery 20 9,910 2.5 % 1,949 5.0 %
General Merchandise Stores 96 9,819 2.5 % 880 2.2 %
Forest Products 8 9,612 2.4 % 2,284 5.8 %
Healthcare Services 17 9,507 2.4 % 507 1.3 %
Electronic Components 2 7,129 1.8 % 466 1.2 %
Other (40 industries) 93 103,779 26.3 % 10,591 26.9 %
Untenanted properties 2 343 0.9 %
Total 765 $ 395,481 100.0 % 39,354 100.0 %

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Diversification: Geography

(rent percentages based on ABR)

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State / <br>Province # of<br>Properties ABR<br>(’000s) ABR as<br>a % of <br>Total <br>Portfolio Square <br>Feet <br>(’000s) SF as a <br>% of <br>Total <br>Portfolio State / <br>Province # of<br>Properties ABR<br>(’000s) ABR as<br>a % of <br>Total <br>Portfolio Square <br>Feet <br>(’000s) SF as a <br>% of <br>Total <br>Portfolio
TX 67 $ 37,815 9.6 % 3,615 9.2 % MS 12 $ 4,120 1.0 % 607 1.5 %
MI 52 36,422 9.2 % 4,019 10.2 % LA 5 3,786 1.0 % 211 0.5 %
FL 30 25,527 6.5 % 1,661 4.3 % SC 14 3,519 0.9 % 323 0.8 %
CA 17 24,293 6.1 % 2,282 5.8 % NE 6 3,363 0.9 % 509 1.3 %
IL 29 22,756 5.8 % 2,364 6.0 % WA 14 3,289 0.8 % 148 0.4 %
WI 30 19,568 4.9 % 1,945 4.9 % IA 4 2,884 0.7 % 622 1.6 %
OH 49 16,677 4.2 % 1,582 4.0 % NM 9 2,749 0.7 % 107 0.3 %
MN 21 15,958 4.0 % 2,500 6.4 % UT 3 2,748 0.7 % 280 0.7 %
TN 48 15,148 3.8 % 1,084 2.8 % CO 4 2,589 0.7 % 126 0.3 %
IN 28 14,091 3.6 % 1,852 4.7 % MD 3 2,112 0.5 % 205 0.5 %
AL 52 12,394 3.1 % 863 2.2 % CT 2 1,898 0.5 % 55 0.1 %
GA 34 12,055 3.0 % 1,576 4.0 % MT 7 1,602 0.4 % 43 0.1 %
NC 29 10,485 2.7 % 1,038 2.6 % DE 4 1,162 0.3 % 133 0.3 %
PA 22 10,002 2.5 % 1,836 4.7 % ND 2 1,024 0.3 % 24 0.1 %
KY 23 9,127 2.3 % 927 2.4 % VT 2 432 0.1 % 24 0.1 %
MO 19 8,941 2.3 % 1,260 3.2 % WY 1 338 0.1 % 21 0.1 %
OK 25 8,908 2.3 % 1,006 2.6 % NV 1 277 0.1 % 6 0.0 %
AZ 7 8,792 2.2 % 747 1.9 % OR 1 136 0.0 % 9 0.0 %
NY 24 6,724 1.7 % 514 1.3 % SD 1 81 0.0 % 9 0.0 %
MA 3 6,692 1.7 % 444 1.1 % Total U.S. 758 $ 387,763 98.1 % 38,925 98.9 %
AR 9 6,675 1.7 % 277 0.7 % BC 2 $ 4,535 1.1 % 253 0.6 %
KS 10 5,530 1.4 % 643 1.6 % ON 3 1,944 0.5 % 101 0.3 %
WV 17 5,100 1.3 % 884 2.2 % AB 1 914 0.2 % 51 0.1 %
VA 15 5,056 1.3 % 178 0.5 % MB 1 325 0.1 % 24 0.1 %
NJ 3 4,918 1.2 % 366 0.9 % Total Canada 7 $ 7,718 1.9 % 429 1.1 %
Grand Total 765 $ 395,481 100.0 % 39,354 100.0 %

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Lease Expirations

(rent percentages based on ABR)

img213941062_11.jpg

Expiration Year # of Properties # of Leases ABR<br>('000s) ABR as a % of Total Portfolio Square Feet ('000s) SF as a % of Total Portfolio
2025 15 16 $ 4,680 1.2 % 251 0.6 %
2026 23 24 $ 11,793 3.0 % 915 2.3 %
2027 28 30 $ 25,762 6.5 % 2,257 5.7 %
2028 29 28 $ 19,824 5.0 % 1,793 4.6 %
2029 61 36 $ 18,519 4.7 % 2,596 6.6 %
2030 88 53 $ 48,477 12.3 % 4,777 12.1 %
2031 31 26 $ 8,181 2.1 % 835 2.1 %
2032 61 46 $ 32,450 8.2 % 3,479 8.8 %
2033 49 23 $ 18,949 4.8 % 1,409 3.6 %
2034 38 27 $ 14,253 3.6 % 1,245 3.2 %
2035 20 16 $ 15,184 3.8 % 2,116 5.4 %
2036 89 23 $ 29,729 7.5 % 2,877 7.3 %
2037 26 12 $ 23,883 6.0 % 1,870 4.8 %
2038 39 35 $ 13,972 3.5 % 1,226 3.1 %
2039 11 7 $ 21,208 5.4 % 1,758 4.5 %
2040 31 5 $ 5,987 1.5 % 312 0.8 %
2041 39 8 $ 16,919 4.3 % 1,367 3.5 %
2042 58 13 $ 44,037 11.1 % 4,803 12.2 %
2043 12 5 $ 11,014 2.8 % 796 2.0 %
2044 2 2 $ 910 0.2 % 44 0.1 %
Thereafter 9 2 $ 9,750 2.5 % 2,285 5.8 %
Total leased properties 759 437 395,481 100.0 % 39,011 99.1 %
In-process developments 4 4
Untenanted properties 2 2 343 0.9 %
Total properties 765 443 $ 395,481 100.0 % 39,354 100.0 %

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Occupancy

Occupancy by Rentable Square Footage

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Change in Occupancy

Number of properties
Vacant properties at January 1, 2024 2
Lease expirations1 3
Leasing activities (2 )
Vacant dispositions
Vacant properties at March 31, 2024 3
Lease expirations1 1
Leasing activities
Vacant dispositions (1 )
Vacant properties at June 30, 2024 3
Lease expirations1 4
Leasing activities (3 )
Vacant dispositions (1 )
Vacant properties at September 30, 2024 3
Lease expirations1 2
Leasing activities (1 )
Vacant dispositions (2 )
Vacant properties at December 31, 2024 2

1 Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved and effective in the periods indicated above.

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Definitions and Explanations

Adjusted NOI, Annualized Adjusted NOI, Adjusted Cash NOI and Annualized Adjusted Cash NOI: Our reported results and net earnings per diluted share are presented in accordance with accounting principles generally accepted in the United States of America (GAAP). Adjusted NOI and Adjusted Cash NOI are non-GAAP financial measures that we believe are useful to assess property-level performance. We compute Adjusted NOI by adjusting Adjusted EBITDAre (defined below) to exclude general and administrative expenses incurred at the corporate level. Given the net lease nature of our portfolio, we do not incur general and administrative expenses at the property level. To compute Adjusted Cash NOI, we adjust Adjusted NOI to exclude non-cash items included in total revenues and property expenses, such as straight-line rental revenue and other amortization and non-cash items, based on an estimate calculated as if all investment and disposition activity that took place during the quarter had occurred on the first day of the quarter. We then annualize quarterly Adjusted NOI and Adjusted Cash NOI by multiplying each amount by four to compute Annualized Adjusted NOI and Annualized Adjusted Cash NOI, respectively, which are also non-GAAP financial measures. We believe Adjusted NOI and Adjusted Cash NOI provide useful and relevant information because they reflect only those income and expense items that are incurred at the property level and present such items on an unlevered basis. We believe that the exclusion of certain non-cash revenues and expenses from Adjusted Cash NOI is a useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by non-cash revenues or expenses. You should not unduly rely on Annualized Adjusted NOI and Annualized Adjusted Cash NOI as they are based on assumptions and estimates that may prove to be inaccurate. Our actual reported Adjusted NOI and Adjusted Cash NOI for future periods may be significantly different from our Annualized Adjusted NOI and Annualized Adjusted Cash NOI. Additionally, our computation of Adjusted NOI and Adjusted Cash NOI may differ from the methodology for calculating these metrics used by companies in our industry, and, therefore, may not be comparable to similarly titled measures reported by other companies.

Adjusted Secured Overnight Financing Rate (SOFR): We define Adjusted SOFR as the current one month term SOFR plus an adjustment of 0.10% per the terms of our credit facilities.

Annualized Base Rent (ABR): We define ABR as the annualized contractual cash rent due for the last month of the reporting period, excluding the impacts of short-term rent deferrals, abatements, or free rent, and adjusted to remove rent from properties sold during the month and to include a full month of contractual cash rent for investments made during the month.

Cash Capitalization Rate: Cash Capitalization Rate represents either (1) for acquisitions and new build-to-suit developments, the estimated first year cash yield to be generated on a real estate investment, which was estimated at the time of investment based on the contractually specified cash base rent for the first full year after the date of the investment, divided by the purchase price for the property excluding capitalized acquisition costs, or (2) for dispositions, the property’s ABR in effect immediately prior to the disposition, divided by the disposition price, or (3) for transitional capital, the contractual cash yield to be generated on total invested capital.

EBITDA, EBITDAre, Adjusted EBITDAre, Pro Forma Adjusted EBITDAre, Annualized EBITDAre, Annualized Adjusted EBITDAre, and Pro Forma Annualized Adjusted EBITDAre: EBITDA, EBITDAre, Adjusted EBITDAre, Pro Forma Adjusted EBITDAre, Annualized EBITDAre, Annualized Adjusted EBITDAre, and Pro Forma Annualized Adjusted EBITDAre are non-GAAP financial measures. We compute EBITDA as earnings before interest, income taxes and depreciation and amortization. EBITDA is a measure commonly used in our industry. We believe that this ratio provides investors and analysts with a measure of our performance that includes our operating results unaffected by the differences in capital structures, capital investment cycles and useful life of related assets compared to other companies in our industry. We compute EBITDAre in accordance with the definition adopted by Nareit. Nareit defines EBITDAre as EBITDA excluding gains (loss) from the sales of depreciable property and provisions for impairment on investment in real estate. We believe EBITDA and EBITDAre are useful to investors and analysts because they provide important supplemental information about our operating performance exclusive of certain non-cash and other costs. Adjusted EBITDAre represents EBITDAre, adjusted to reflect revenue producing investments and dispositions for the quarter as if such investments and dispositions had occurred at the beginning of the quarter, and to exclude certain GAAP income and expense amounts that are either non-cash, such as cost of debt extinguishments, realized or unrealized gains and losses on foreign currency transactions, or gains on insurance recoveries, or that we believe are one time, or unusual in nature because they relate to unique circumstances or transactions that had not previously occurred and which we do not anticipate occurring in the future, and to eliminate the impact of lease termination fees, and other items that are not a result of normal operations. While investments in build-to-suit developments have an immediate impact to Net Debt, we do not make an adjustment to EBITDAre until the quarter in which the lease commences. We define our Pro Forma Adjusted EBITDAre as Adjusted EBITDAre adjusted to show the impact of estimated contractual revenues based on in-process development spend to-date. Our Pro Forma Net Debt is defined as Net Debt adjusted for estimated net proceeds from forward sale agreements that have not settled as if they have been physically settled for cash as of the period presented. We then annualize quarterly Adjusted EBITDAre and Pro Forma Adjusted EBITDAre by multiplying them by four (“Annualized Adjusted EBITDAre” and “Annualized Pro Forma Adjusted EBITDAre”). You should not unduly rely on this measure as it is based on assumptions and estimates that may prove to be inaccurate. Our actual reported EBITDAre for future periods may be significantly different from our Annualized Adjusted EBITDAre. Adjusted EBITDAre and Annualized Adjusted EBITDAre are not measurements of performance under GAAP, and our Adjusted EBITDAre and Annualized Adjusted EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our Adjusted EBITDAre and Annualized Adjusted EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

Funds From Operations (FFO), Core Funds From Operations (Core FFO), and Adjusted Funds From Operations (AFFO): FFO, Core FFO, and AFFO are non-GAAP measures. We believe the use of FFO, Core FFO, and AFFO are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. FFO, Core FFO, and AFFO should not be considered alternatives to net income as a performance measure or to cash flows from operations, as reported on our statement of cash flows, or as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. We compute Core FFO by adjusting FFO to exclude certain GAAP income and expense amounts that we believe are infrequently recurring, unusual in nature, or not related to its core real estate operations, including write-offs or recoveries of accrued rental income, lease termination fees and other non-core income from real estate transactions, severance and employee transition costs, and other extraordinary items. We compute AFFO by adjusting Core FFO for certain revenues and expenses that are non-cash or unique in nature, including straight-line rents, amortization of lease intangibles, amortization of debt issuance costs, adjustment to provision for credit losses, non-capitalized transaction costs such as acquisition costs related to deals that failed to transact, (gain) loss on interest rate swaps and other non-cash interest expense, deferred taxes, stock-based compensation, and other specified non-cash items.

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Definitions and Explanations (continued)

Gross Debt: We define Gross Debt as total debt plus debt issuance costs and original issuance discount.

Net Debt: Net Debt is a non-GAAP financial measure. We define Net Debt as our Gross Debt less cash and cash equivalents and restricted cash.

Occupancy: Occupancy or a specified percentage of our portfolio that is “occupied” or “leased” means as of a specified date the quotient of (1) the total rentable square footage of our properties minus the square footage of our properties that are vacant and from which we are not receiving any rental payment, and (2) the total square footage of our properties.

Rent Coverage Ratio: Rent Coverage Ratio means the ratio of tenant-reported or, when available, management’s estimate, based on tenant-reported financial information, of annual earnings before interest, taxes, depreciation, amortization, and cash rent attributable to the leased property (or properties, in the case of a master lease) to the annualized base rental obligation as of a specified date.

Straight-line Yield: Straight-line yield represents the estimated first year yield to be generated on a real estate investment, which was computed at the time of investment based on the straight-line annual rental income computed in accordance with GAAP, divided by the purchase price.

Definitions Related to Development Properties:

  • Estimated Total Project Investment: Represents the estimated costs to be incurred to complete development of each project. We expect to update our estimates upon completion of the project, or sooner if there are any significant changes to expected costs from quarter to quarter. Excludes capitalized costs consisting of capitalized interest and other acquisition costs.
  • Estimated Cash Capitalization Rate: Calculated by dividing the estimated first year cash yield to be generated on a real estate investment by the Estimated Project Investment for the property.
  • Estimated Straight-line Yield: Represents the estimated first year yield to be generated on a real estate investment, which was computed at the time of investment based on the estimated annual straight-line rental income computed in accordance with GAAP, divided by the Estimated Total Project Investment.
  • Lease Commencement Date: The month in which the development was substantially completed and was made available for occupancy.
  • Start Date: The Start Date represents the period in which we have begun physical construction on a property.
  • Target Stabilization Date: The Target Stabilization Date is our current estimate of the period in which we will have substantially completed a project and the project is made available for occupancy. We expect to update our timing estimates on a quarterly basis.
  • Total Project Commitment: Represents the contractual maximum amount of costs that we are committed to fund for the build-to-suit development project.

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