Page 1

( Mark One ) 0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39529 BROADSTONE NET LEASE , INC . ( Exact name of registrant as specified in its charter ) Maryland ( State or other jurisdiction of incorporation or organization ) 800 Clinton Square Rochester , New York ( Address of principal executive offices ) Title of each class Common Stock , $ 0.00025 par value 1 Class A Common Stock , $ 0.00025 par value 1 ( 585 ) 287-6500 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) BNL BNL 26-1516177 ( I.R.S. Employer Identification No. ) 14604 ( Zip Code ) Name of each exchange on which registered New York Stock Exchange New York Stock Exchange 1 Each share of Class A Common Stock will automatically convert to one share of Common Stock on March 20 , 2021 , the date that is 180 days after the completion of the initial public offering of the Class A Common Stock . The Common Stock will be listed and tradeable on the New York Stock Exchange on March 22 , 2021 . Securities registered pursuant to Section 12 ( g ) of the Act : Common Stock , par value $ 0.001 per share Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes > NO Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes > No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of “ large accelerated filer , ” “ accelerated filer , ” “ smaller reporting company , ” and “ emerging growth company ” in Rule 12b - 2 of the Exchange Act . Large accelerated filer Accelerated filer Non - accelerated filer Smaller reporting company Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No As of June 30 , 2020 , there was no established market for the registrant's shares of common stock . The registrant subsequently completed its initial public offering on September 21 , 2020. There were approximately 105,165,778.82 shares of common stock held by non - affiliates as of June 30 , 2020 , the last business day of the registrant's most recently completed second fiscal quarter , for an aggregate market value of $ 2,155,898,466 , assuming a market value of $ 20.50 per share , the offering price per share as of June 30 , 2020 , in the registrant's private offering exclusive of any available discounts for certain categories of purchasers . $ 0.00025 There were 108,575,660 shares of the Registrant's Common Stock , $ 0.00025 par value per share , and 37,000,000 shares of the Registrant's Class A Common Stock , par value per share , outstanding as of February 23 , 2021 . Documents Incorporated by Reference Part III , Items 10 , 11 , 12 , 13 , and 14 of this annual report incorporate by reference certain specific portions of Broadstone Net Lease , Inc.'s definitive proxy statement for its 2021 Annual Meeting of Stockholders , which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant's fiscal year . Only those portions of the proxy statement that are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10 - K .