Share Dilution

Broadstone Net Lease Form 424B5,

Filed Pursuant to Rule 424(b)(5)
Registration number 333-257317

PROSPECTUS SUPPLEMENT

(In the Prospectus dated June 23, 2021)

13,000,000 Shares

Broadstone Net Lease, Inc.

Ordinary actions

Broadstone Net Lease, Inc., a Maryland corporation, is an internally managed real estate investment trust (“REIT”) that primarily acquires, owns and manages single-tenant commercial real estate properties that are net long-term leased. base to a diverse group of tenants. We and Broadstone Net Lease, LLC, our operating partnership (the “OP”), have entered into forward sale agreements with Goldman Sachs & Co. LLC, Bank of Montreal, JPMorgan Chase Bank, NA and Truist Bank or their companies affiliates. , which we refer to as “forward buyers”. Under these forward sales agreements, the forward purchasers (or their affiliates) borrow from third parties and sell to the underwriters an aggregate of 13,000,000 common shares of our company, with a par value of $0.00025 per share (“Common Shares”) (or an aggregate of 1,950,000 Common Shares if the Underwriters’ option to purchase additional Shares is exercised in full) that will be sold under this offering .

We will not initially receive any proceeds from the sale of shares by forward buyers or their affiliates. We expect to physically settle the forward sales contracts and receive the proceeds, subject to certain adjustments, from the sale of common stock we issue to forward purchasers upon one or more such physical settlements no later than on August 10, 2023. Although we expect to settle the forward sales contracts entirely by physical delivery of shares of our common stock for cash proceeds, we may also elect to settle in cash or net shares all or part of our obligations under the forward sale contracts, in which case we may receive, or owe, money or common stock from or to the forward purchasers. See “Outright Investments – Forward Sales Agreements” in this Prospectus Supplement for a description of forward sales 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 to the underwriters, we will issue and sell to the underwriters a number of shares of our stock ordinary shares equal to the number of shares of our ordinary shares that the forward purchasers or their affiliates do not sell and the number of shares underlying the applicable forward sale contracts will be reduced by 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 common stock on the NYSE on August 9, 2022 was $22.03 per share.

Our articles of incorporation contain restrictions on the ownership and transfer of our common stock intended to assist us in maintaining our status as a REIT for federal and/or state income tax purposes. See “Ownership Restrictions” in the accompanying prospectus.

Investing in our common shares involves a high degree of risk. Before purchasing any of our ordinary shares, you should carefully read the discussion of the material risks of investing in our ordinary shares under “Risk Factors” starting on page S-6 of this prospectus supplement and on page 4 of the accompanying prospectus, as well as those described in our most recent annual report on form 10-K and other periodic reports filed with the Securities and Exchange Commission (the “SEC”) and incorporated herein by reference.

Neither the SEC nor any state securities commission has approved or disapproved of such securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offence.

Per share Total(1)

Public offering price

$ 9:35 p.m. $ 277,550,000

Rebates and subscription fees(2)

$ 0.26 $ 3,380,000

Proceeds to Broadstone Net Lease, Inc., before expenses(3)

$ 21.09 $ 274,170,000

(1)

Assumes the underwriters’ option to purchase additional shares is not exercised, as described below.

(2)

See “Subscription” for a description of all compensation payable to subscribers.

(3)

We expect to receive net proceeds from the sale of shares of our common stock, before estimated costs and expenses, of approximately $277.5 million, upon full physical settlement of the forward sale agreements in one or more settlements , which we believe will occur by August 10, 2023. For the purpose of calculating the estimated total proceeds to us, we have assumed that the forward sale agreements will be fully physically settled at the original forward sale price of 21 $.09 per share, which is the public offering price less the subscription discounts shown above. The forward sale price is subject to adjustment in accordance with the forward sale contracts, and the actual proceeds, if any, will be calculated in accordance with the forward sale contracts. Although we expect to settle forward sales contracts entirely by the full physical delivery of our company’s common stock in exchange for cash proceeds, we may elect cash settlement or net stock settlement for all or part of our obligations under forward sales contracts. See “Collateral — Forward Sales Agreements” for a description of the Forward Sales Agreements.

We have granted subscribers a 30 days option from the date of this prospectus supplement, exercisable in whole or in part from time to time, to purchase up to 1,950,000 additional common shares at the price per share stated above, less any dividends or distributions payable on the shares originally purchased by the underwriters but not payable on such additional shares. Upon exercise of this option, we may elect to have such additional common shares sold by the forward purchasers or their affiliates to the underwriters, in which case we will enter into additional forward sale agreements with the forward purchasers for the number of shares subject to the exercise of this option. Unless the context otherwise requires, the term “forward sales contracts” as used in this Prospectus Supplement includes any additional forward sales contracts entered into by us in connection with the exercise , by the underwriters, of their option to purchase additional shares of our common stock. . In the event that we enter into additional forward sale contracts and the forward purchasers or their affiliates do not deliver and sell all of the common stock they are required to sell in connection with the exercise of this option, we issue and sell to the underwriters a number of shares of our common stock equal to the number of shares that the forward purchasers or their affiliates do not deliver and sell, and the number of shares underlying the forward sale will not be increased with respect to the number of shares we issue and sell.

The underwriters expect to deliver the shares to purchasers on or about August 12, 2022 through the book-entry only facilities of The Depository Trust Company.

Joint Bookrunners

Goldman Sachs & Co. LLC BMO Capital Markets JP Morgan

Truist Titles

The date of this Prospectus Supplement is August 10, 2022