Broadstone Net Lease Inc美股招股说明书(2025-09-24版)

Broadstone Net Lease, LLC 5.000% Senior Notes Due 2032 Broadstone Net Lease, LLC (the “OP”) is offering $350,000,000 aggregate principal amount of its 5.000% Senior Notes due 2032 (the“notes”). The notes will bear interest at the rateof 5.000% per year and will mature on November1, 2032. Interest on the notes will be paid semi-annually in arrears on May1 and November1 of each year, beginning on May1, 2026. TheOP may redeem the notes at its option and sole discretion, at any time in whole or from time to time in part, for cash at the applicable redemption price described in this prospectussupplement in the section entitled “Description of Notes—The OP’s Redemption Rights.” The notes will be the OP’s senior unsecured obligations and will rank equally in right of payment with all of the OP’s other existing and future senior unsecured indebtedness. Thenotes will be effectively subordinated in right of payment to all of the OP’s existing and future mortgage indebtedness and other secured indebtedness (to the extent of the value of thecollateral securing such indebtedness). In addition, the notes will be effectively subordinated in right of payment to all existing and future indebtedness and other liabilities, whether secured orunsecured, of the OP’s subsidiaries that do not guarantee the notes and of any entity the OP accounts for using the equity method of accounting, and all preferred equity not owned by the OP,if any, in any of the OP’s subsidiaries that do not guarantee the notes and in any entity the OP accounts for using the equity method of accounting. The notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Broadstone Net Lease, Inc., the sole managing member of the OP. Thenotes will not be initially guaranteed by any of Broadstone Net Lease, Inc.’s subsidiaries. Each guarantee will be a senior unsecured obligation of the applicable guarantor, will rank equally inright of payment with all other existing and future senior unsecured indebtedness and guarantees of such guarantor and will be effectively subordinated in right of payment to all existing andfuture secured indebtedness and secured guarantees of such guarantor (to the extent of the value of the collateral securing such indebtedness or guarantees), all existing and futureindebtedness and other liabilities, whether secured or unsecured, of such guarantor’s subsidiaries that do not guarantee the notes and of any entity such guarantor accounts for using the equitymethod of accounting and equity not owned by such guarantor, if any, in any of such guarantor’s subsidiaries that do not guarantee the notes and in any entity such guarantor accounts forusing the equity method of accounting. The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any securities exchange or for quotation of the notes onany automated dealer quotation system. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-9of this prospectus supplement and the risks set forth inBroadstone Net Lease, Inc.’s Annual Report on Form10-Kfor the year ended December31, 2024 and Quarterly Report on Form10-Qfor thequarter ended March31, 2025 filed with the Securities and Exchange Commission (the “SEC”), which are incorporated by reference hereinand the accompanying prospectus, for certain risks relevant to an investment in the notes. (1)Plus accrued interest from September26, 2025 if settlement occurs after that date.(2)We refer you to “Underwriting” in this prospectus supplement for additional information regarding underwriting compensation. Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy of this prospectussupplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT SummaryThe OfferingRisk FactorsForward-Looking StatementsUse of ProceedsDescription of NotesUnderwritingLegal MattersExpertsInformation Incorporated By Reference PROSPECTUS About This ProspectusForward-Looking StatementsThe CompanyRisk FactorsGuarantor DisclosuresUse of ProceedsDescription of Capital StockDescription of Common StockDescription of Preferred StockDescription of Depositary SharesDescription of WarrantsDescription of RightsDescription of Debt Securities and GuaranteesRestrictions on OwnershipMaterial U.S. Federal Income Tax ConsiderationsBook-Entry SecuritiesPlan of DistributionLegal MattersExpertsWhere to Find Additional InformationIncorporation of Certain Information By Reference Table of Contents SUMMARY This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this notes offering. The secondpart, which is the accompanying prospectus, gives more general information, some of which may not apply to this offering. If the description of