Sec Form 4 Filing - Garber Jeremy @ Postal Realty Trust, Inc. - 2023-01-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Garber Jeremy 2. Issuer Name and Ticker or Trading Symbol Postal Realty Trust, Inc. [ PSTL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Pres., Treasurer & Secretary (Last) (First) (Middle) C/O POSTAL REALTY TRUST, INC., 75 COLUMBIA AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2023 (Street) CEDARHURST, NY11516 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A common stock 01/31/2023 M 10,079( 1 ) A 239,364 D Class A common stock 01/31/2023 F 4,168 D 235,196 D Class A common stock 01/31/2023 A 14,052( 3 ) A $ 0 249,248 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares LTIP Units( 4 )( 5 )( 6 ) ( 5 ) 01/31/2023 A 75,489 ( 6 ) ( 5 ) Class A common stock 75,489 $ 15.1309( 7 ) 75,489 D Restricted Stock Units ( 8 ) 01/31/2023 M 10,079 ( 1 ) ( 1 ) Class A common stock 10,079 ( 1 ) 25,524 D Restricted Stock Units( 9 ) ( 10 ) 01/31/2023 A 14,052 ( 10 ) ( 10 ) Class A common stock 14,052 ( 10 ) 39,576 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Garber Jeremy C/O POSTAL REALTY TRUST, INC. 75 COLUMBIA AVENUE CEDARHURST, NY11516 Pres., Treasurer & Secretary Signatures /s/ Jie Chai, attorney-in-fact 02/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1. As previously reported, on March 20, 2020, the Reporting Person was granted 14,196 performance-based restricted stock units (the "RSUs"), and, depending on the level of achievement of certain performance-based hurdles during the three-year performance period ended on December 31, 2022 (the "Measurement Period"), the actual number of RSUs earned could range from 50% to 150% of the target RSUs. On January 31, 2023, 10,079 RSUs vested based on the achievement of certain performance goals during the Measurement Period after the Corporate Governance and Compensation Committee of the Board of Directors of Postal Realty Trust, Inc. (the "Issuer") certified the Reporting Person's achievement relative to the applicable performance objectives during the Measurement Period and approved the vesting of the RSUs with respect to these shares. ( 2 )In accordance with the Issuer's 2019 Equity Incentive Plan (the "Plan"), Performance Units (as defined in the Plan) convert into the Issuer's Class A common stock on a one-for-one basis. ( 3 )Reflects a grant of restricted shares of the Issuer's Class A common stock that vest ratably on the first, second and third anniversaries of February 1, 2023, subject to the Reporting Person's continued service as an employee through the applicable vesting date. ( 4 )The LTIP Units are a class of limited partnership units of Postal Realty LP (the "Operating Partnership"). ( 5 )Following the occurrence of certain events and upon vesting, the LTIP Units are convertible by the Issuer into an equivalent number of units of the Operating Partnership ("OP Units"). OP Units are redeemable by the Reporting Person for cash or, at the election of the Issuer, shares of Class A common stock of the Issuer on a one-for-one basis or the cash value of such shares. LTIP Units do not have expiration dates. ( 6 )Reflects LTIP Unit grants in lieu of cash compensation that vest on the eighth anniversary of February 1, 2023, subject to certain conditions. ( 7 )The LTIP Units were granted in lieu of cash compensation. The price of the securities acquired by the Reporting Person is based on the average price of the Issuer's Class A common stock for the 10 trading days immediately preceding January 31, 2023, which was $15.1309. ( 8 )Each RSU represents a contingent right to receive shares of the Issuer's Class A common stock. ( 9 )The Reporting Person may earn up to 200% of the RSUs granted. ( 10 )The RSUs are market-based awards and are subject to and will vest upon achievement of certain performance-based hurdles and continued employment with the Issuer during the three-year performance period ending on December 31, 2025. Upon vesting, the RSUs that vest will be settled in shares of the Issuer's Class A common stock and the Reporting Person will be entitled to receive the distributions that would have been paid with respect to each share of the Issuer's Class A common stock received upon settlement on or after the date the RSUs were initially granted.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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