Broadstone Net Lease美股招股说明书(2026-08-06版)

Broadstone Net Lease, Inc. Common Stock Broadstone Net Lease, Inc., a Maryland corporation, is an internally-managed real estate investment trust (“REIT”) thatinvests in primarily single-tenant, commercial real estate properties that are net leased on a long-term basis to a diversified groupof tenants. We have entered into forward sale agreements with each of Morgan Stanley& Co. LLC and JPMorgan Chase Bank,National Association or their affiliates, which we refer to in this capacity as the “forward purchasers.” In connection with suchforward sale agreements, the forward purchasers (or their affiliates) are borrowing from third parties and selling to theunderwriters an aggregate of 11,000,000shares of our common stock, par value $0.00025 per share (“common stock”) (or anaggregate of 12,650,000shares of our common stock if the underwriters’ option to purchase additional shares is exercised infull) that will be sold in this offering. We will not initially receive any proceeds from the sale of shares by the forward purchasers or their affiliates. We expect tophysically settle the forward sale agreements and receive proceeds, subject to certain adjustments, from the sale of shares of ourcommon stock that we issue to the forward purchasers upon one or more such physical settlements no later than September30,2027, which is the scheduled final settlement date under the forward sale agreements. Although we expect to settle the forwardsale agreements entirely by the physical delivery of shares of our common stock for cash proceeds, we may also elect to cash ornet share settle all or a portion of our obligations under the forward sale agreements, in which case we may receive, or we mayowe, cash or shares of our common stock from or to the forward purchasers. See “Underwriting—Forward Sale Agreements” inthis prospectus supplement for a description of the forward sale agreements. If the forward purchasers or their affiliates do not deliver and sell all of the shares of our common stock to be sold by theforward purchasers or their affiliates to the underwriters, we will issue and sell to the underwriters a number of shares of ourcommon stock equal to the number of shares of our common stock that the forward purchasers or their affiliates do not sell andthe number of shares underlying the applicable forward sale agreements will be decreased in respect of the number of shares thatwe issue and sell. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “BNL”. The last reportedsale price of our common stock on the NYSE on August 5, 2026 was $21.20per share. Our articles of incorporation contain restrictions on the ownership and transfer of our common stock intended to assist us inmaintaining our status as a REIT for federal and/or state income tax purposes. See “Restrictions on Ownership” in theaccompanying prospectus. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and theaccompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where theoffer or sale is not permitted.Investing in our common stock involves a high degree of risk. Before buying any of our commonstock you should carefully read the discussion of material risks of investing in our common stock in“Risk Factors” beginning on page S-7 of this prospectus supplement and page 4 of the accompanyingprospectus, as well as those described in our most recent Annual Report on Form 10-K and otherperiodic reports filed with the Securities and Exchange Commission (the “SEC”) and incorporatedherein by reference. Table of Contents Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy oraccuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Public offering priceUnderwriting discounts and commissions (2)Proceeds to Broadstone Net Lease, Inc., before expenses (1)Assumes no exercise of the underwriters’ option to purchase additional shares as described below.(2)See “Underwriting” for a description of all compensation payable to the underwriters.(3)We expect to receive net proceeds from the sale of the shares of our common stock, before estimated fees and expenses, of approximately$, upon full physical settlement of the forward sale agreements in one or more settlements, which we expect will occur bySeptember30, 2027. For the purpose of calculating the estimated aggregate proceeds to us, we have assumed the forward sale agreements will befully physically settled at the initial forward sale price of $per share, which is the public offering price less the underwriting discountsshown above. The forward sale price is subject to adjustment pursuant to the forward sale agreements, and the actual proceeds, if any, will becalculate