Caruso Michael B. 4

What Happened
Michael B. Caruso, SVP of Underwriting & Strategy at Broadstone Net Lease (BNL), received 12,397 performance-based shares on March 12, 2026 (recorded as an award, code A). To satisfy tax withholding obligations tied to the vesting, 4,470 shares were withheld by the issuer (code F) at an implied value of $18.97 per share, totaling roughly $84,796. The award reflects achievement of performance criteria for the three-year period that ended February 28, 2026.

Key Details

• Transaction dates: March 12, 2026 (award issued and shares withheld).
• Award: 12,397 shares issued (no cash purchase; reported at $0.00 acquisition price).
• Tax withholding: 4,470 shares withheld at $18.97/share → ~$84,796 value (issuer withheld shares to cover taxes).
• Footnotes: F1 — award resulted from performance period ending 2/28/2026 (granted 2/28/2023); F2 — filing notes holdings include 69,293 shares of unvested restricted stock; F3 — issuer withheld shares to cover the reporting person’s tax obligations in connection with vesting.
• Shares owned after the transaction: filing excerpt provided does not state a single total post-transaction ownership figure beyond the note about 69,293 unvested restricted shares.
• Filing timeliness: Form 4 filed on March 16, 2026 (within the standard two business-day window following the March 12 transaction).

Context
This was a performance-based equity award (not an open-market purchase) and the deduction of 4,470 shares was a cashless tax withholding by the company, not a sale on the open market. Performance awards reflect achievement of pre-set targets and do not by themselves indicate insider buying or selling intent.