Broadstone Net Lease forward sale of 11M shares at $21.20; company receives no proceeds now

Filed August 6, 2026 · ~2 min read

Key Changes

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  Forward purchasers (Morgan Stanley and JPMorgan affiliates) sell 11M borrowed shares at $21.20/share; BNL receives zero proceeds initially and expects to physically settle by issuing new shares to forward purchasers no later than September 30, 2027.

  The Offering verify on EDGAR →
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  Upon settlement, BNL will receive proceeds (subject to daily adjustments for floating rates and dividends) for acquisitions and debt repayment; if daily rates fall below the spread, the forward sale price decreases, reducing proceeds to the company.

  Use of Proceeds verify on EDGAR →
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  Forward purchasers can force early settlement under multiple triggers (stock loan costs, dividend declarations, ownership thresholds, insolvency), requiring BNL to issue shares regardless of capital needs and causing immediate dilution to EPS, ROE, and dividends per share.

  Risk Factors verify on EDGAR →