Moragne John David 4

What Happened
John D. Moragne, CEO of Broadstone Net Lease (BNL), received 148,741 performance-based shares on March 12, 2026 (acquired at $0.00). On the same date, 75,933 of those shares were surrendered/withheld to cover tax obligations at a reported value of $18.97 per share, resulting in $1,440,449 in tax withholding (disposition code F). The grant reflects the payout of a three‑year performance award.

Key Details

• Transaction date: 2026-03-12; Form 4 filed: 2026-03-16 (filed within the SEC’s reporting window).
• Award: 148,741 shares issued (code A) at $0.00.
• Withholding/tax disposition: 75,933 shares withheld (code F) at $18.97, totaling $1,440,449.
• Footnotes of note:
  • F1: Award issued upon achievement of performance criteria for the three-year performance period ending Feb 28, 2026 (granted Feb 28, 2023).
  • F4: Withheld shares were taken by the issuer to cover the reporting person’s tax obligations.
  • F2: Filing notes it includes 337,517 shares of unvested restricted stock (as part of reported holdings).
  • F3: Some reported shares are owned jointly with the reporting person’s spouse.
• Shares owned after the transaction are not specified in the excerpt provided.

Context
This was not an open‑market sale but a routine tax-withholding disposition tied to a performance-based restricted stock award (i.e., part of the award was surrendered to cover taxes). Such withholdings are common when equity vests and do not necessarily signal a CEO cashing out beyond fulfilling tax obligations.