Broadstone Net Lease美股招股说明书(2026-08-10版)

11,000,000Shares Broadstone Net Lease, Inc. Common Stock Broadstone Net Lease, Inc., a Maryland corporation, is an internally-managed real estate investment trust (“REIT”) that invests in primarilysingle-tenant, commercial real estate properties that are net leased on a long-term basis to a diversified group of tenants. We have entered into forwardsale agreements with each of Morgan Stanley& Co. LLC and JPMorgan Chase Bank, National Association or their affiliates, which we refer to in thiscapacity as the “forward purchasers.” In connection with such forward sale agreements, the forward purchasers (or their affiliates) are borrowing fromthird parties and selling to the underwriters an aggregate of 11,000,000shares of our common stock, par value $0.00025 per share (“common stock”) (oran aggregate of 12,650,000shares of our common stock if the underwriters’ option to purchase additional shares is exercised in full) that will be sold inthis offering. We will not initially receive any proceeds from the sale of shares by the forward purchasers or their affiliates. We expect to physically settle theforward sale agreements and receive proceeds, subject to certain adjustments, from the sale of shares of our common stock that we issue to the forwardpurchasers upon one or more such physical settlements no later than September30, 2027, which is the scheduled final settlement date under the forwardsale agreements. Although we expect to settle the forward sale agreements entirely by the physical delivery of shares of our common stock for cashproceeds, we may also elect to cash or net share settle all or a portion of our obligations under the forward sale agreements, in which case we mayreceive, or we may owe, cash or shares of our common stock from or to the forward purchasers. See “Underwriting—Forward Sale Agreements” in thisprospectus 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 the forward purchasers ortheir affiliates to the underwriters, we will issue and sell to the underwriters a number of shares of our common stock equal to the number of shares ofour common stock that the forward purchasers or their affiliates do not sell and the number of shares underlying the applicable forward sale agreementswill be decreased in respect of the number of shares that we issue and sell. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “BNL”. The last reported sale price of our commonstock 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 in maintaining our statusas a REIT for federal and/or state income tax purposes. See “Restrictions on Ownership” in the accompanying prospectus. Investing in our common stock involves a high degree of risk. Before buying any of our common stock you shouldcarefully read the discussion of material risks of investing in our common stock in “Risk Factors” beginning on pageS-7 of this prospectus supplement and page 4 of the accompanying prospectus, as well as those described in our mostrecent Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission(the “SEC”) and incorporated herein 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 (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$217,607,500, 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 $19.7825 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 becalculated pursuant to the forward sale agreements. Although we expect to settle the forward sale agreements entirely by the full physical deliveryof shares of our common stock in exchange for cash proceeds, we may elect cash settlement or net share settlement for all or a portion of ourobligations under the forward sale agreements. See “Underwriting —