May I revoke my vote after I return my proxy card?

Yes. You may revoke a previously granted proxy and change your vote at any time before the taking of the vote at the Annual Meeting by (i) filing with our Secretary a written notice of revocation or a duly executed proxy card bearing a later date or (ii) attending the Annual Meeting and voting in the virtual meeting portal.

Who pays the costs of soliciting proxies?

We will pay the costs of soliciting proxies, including preparation and mailing of the Notice, this Proxy Statement, the proxy card and the 2022 Annual Report to Stockholders/Form 10-K for the year ended December 31, 2022, coordination of the internet and telephone voting process and any additional information furnished to you by the Company. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our common stock present or representedbeneficially owned by proxy at the annual meetingothers to elect directors.

The affirmative vote of the holders of a majority of our common stock present in person or represented by proxyall the votes cast at the annual meetingAnnual Meeting with respect to the matter is required to approvenecessary for the amendment and restatementelection of the plan. The enclosed proxy will be voted FORseven director nominees. For purposes of the vote on this proposal, unlessabstentions and broker non-votes will not be counted as votes cast and will have no effect on the proxy holders are otherwise instructed.

Change in Independent Registered Public Accounting Firm

On May 1, 2023 (the “Dismissal Date”), the Audit Committee of our board of directors appointed Daszkal BoltonBoard dismissed BDO USA, LLP (“BDO”) as our newthe independent registered public accounting firm. Daszkal is located at 2401 NW Boca Raton Boulevard, Boca Raton, Florida 33431.

During the following material weaknesses in Banyan’s internal control over financial reporting as of December 31, 2009:

We provided BDO a copy of terminationthe disclosure made in response to Item 4.01 of Grant Thornton’s engagementForm 8-K and requested that BDO provide a letter addressed to the SEC stating whether or not BDO agreed with the disclosure contained in such Form 8-K. The letter provided by BDO is attached as Exhibit 16.1 to our independent accountant, neither Banyan nor anyoneCurrent Report on Banyan’s behalf consultedForm 8-K filed with Daszkal,the SEC on May 3, 2023.

On May 1, 2023, we engaged Cherry Bekaert as our new independent registered public accounting firm appointedupon the approval of the Audit Committee of our Board. During the years ended December 31, 2022 and 2021, and the subsequent interim period through May 1, 2023, the effective date of our engagement of Cherry Bekaert, we did not consult with Cherry Bekaert regarding any of the matters or events set forth in Items 304(a)(2)(i) or (ii) of Regulation S-K. The Audit Committee of our Board reviewed the independence of Cherry Bekaert and has concluded that Cherry Bekaert is independent.

Vote Required and Recommendation

The affirmative vote of the holders of a majority of all the votes cast at the Annual Meeting with respect to the matter is necessary for the approval of the ratification of the appointment of Cherry Bekaert as our independent registered public accounting firm. For purposes of the vote on April 28, 2010, regardingthis proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote. Even if the appointment of Cherry Bekaert as our independent registered public accounting firm is ratified, the Audit Committee may, in its discretion, change that appointment at any time during the year should it determine such a change would be in our and our stockholders’ best interests. In the event

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that the appointment of Cherry Bekaert is not ratified, the Audit Committee will consider the appointment of another independent registered public accounting firm, but will not be required to appoint a different firm.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE SELECTION OF CHERRY BEKAERTAS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.

Relationship with Independent Registered Public Accounting Firm

Our consolidated financial statements for the fiscal years ended December 31, 2022 and 2021 have been audited by BDO, which served as our independent registered public accounting firm for these years.

The following summarizes the fees billed by BDO for services performed for the fiscal years ended December 31, 2022 and 2021:

Pre-Approval Policies and Procedures

The Audit Committee’s policy is to review and pre-approve, either (1)pursuant to the applicationCompany’s Audit and Non-Audit Services Pre-Approval Policy (the “Pre-Approval Policy”) or through a separate pre-approval by the Audit Committee, any engagement of accounting principlesthe Company’s independent auditor to provide any permitted non-audit service to the Company. Pursuant to the Pre-Approval Policy, which the Audit Committee reviews and reassesses periodically, a list of specific services within certain categories of services, including audit, audit-related and tax services, are specifically pre-approved for the upcoming or current fiscal year, subject to an aggregate maximum annual fee payable by us for each category of pre-approved services. Any service that is not included in the approved list of services must be separately pre-approved by the Audit Committee. In addition, the Audit Committee may delegate authority to its chairperson to pre-approve engagements for the performance of audit and non-audit services. Additionally, all audit and permissible non-audit services in excess of the pre-approved fee level, whether or not included on the pre-approved list of services, must be separately pre-approved by the Audit Committee. The Audit Committee has delegated authority to its chairperson to pre-approve engagements for the performance of audit and non-audit services, for which the estimated cost for such services shall not exceed $50,000 in the aggregate for any calendar year. The chairperson must report all pre-approval decisions to the Audit Committee at its next scheduled meeting and provide a description of the terms of the engagement. The Audit Committee approved 100% of the audit-related fees for the year ended December 31, 2022.

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Proposal 3: Approval AND Adoption of the Amended and Restated Charter

Stockholders are being asked to approve and adopt the Amended and Restated Charter in the form attached hereto as Annex A, which, in the judgment of the Board, is appropriate to simplify and clarify many amendments to the Existing Charter over the last approximately 35 years and address the needs of the Company in the future. Over the years, many of the amendments superseded other amendments and made reading the Existing Charter difficult. Consolidating amendments to our Existing Charter, making the modifications discussed below and in Proposals 4A-4F and making certain other immaterial modifications will allow the Company’s stockholders to reference one document and better understand the Company’s overall corporate governance structure.

The following is a summary of the key changes between the Existing Charter and the Amended and Restated Charter. This summary is qualified by reference to the complete text of the Amended and Restated Charter. All stockholders are encouraged to read the Amended and Restated Charter in its entirety for a more complete description of its terms:

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Reasons for the Amendments:

The following is a summary of the reasons for the key changes reflected in the Amended and Restated Charter. For further details on the reasons for the key changes in the Amended and Restated Charter, see “Proposal 4: Approval of the Advisory Charter Proposals”:

Vote Required and Recommendation

The affirmative vote of (i) a majority of the outstanding shares of common stock and (ii) two-thirds of the outstanding shares of common stock present, virtually or by proxy, at a meeting at which a quorum is present is required to approve and adopt the Amended and Restated Charter. For purposes of the approval and adoption of the Amended and Restated Charter, abstentions and broker non-votes will be considered present for the purpose of determining the presence of a quorum. For purposes of determining whether a majority of the outstanding shares of common stock approved and adopted the Amended and Restated Charter, abstentions and broker non-votes will have the same effect as a vote “AGAINST” the proposal. For purposes of determining whether two-thirds of the outstanding shares of common stock present, virtually or by proxy, approved and adopted the Amended and Restated Charter, abstentions and broker non-votes will not be considered present and will have no effect on the result of the vote.

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OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL AND ADOPTION OF THE AMENDED AND RESTATED CHARTER.

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ProposalS 4A-4F: Approval of the Advisory Charter Proposals

The information under each of Proposals 4A-4F below set forth a summary of the material differences between the Existing Charter and the Amended and Restated Charter, as well as the Board’s reasons for proposing each of these amendments to the Existing Charter. This summary is qualified by reference to the complete text of the Amended and Restated Charter, which is attached hereto as Annex A. All stockholders are encouraged to read the proposed Amended and Restated Charter in its entirety for a more complete description of its terms.

In accordance with SEC guidance, these proposals are being presented separately and will be voted upon on a non-binding, advisory basis. In the judgment of the Board, these provisions are appropriate to simplify and clarify many amendments to the Existing Charter over the last approximately 35 years and address the needs of the Company in the future. Accordingly, regardless of the outcome of the non-binding, advisory vote on these proposals, we intend to adopt the Amended and Restated Charter, assuming the approval and adoption of the Amended and Restated Charter pursuant to Proposal 3.

Proposal 4A—Increase to Number of Authorized Shares

Description of the Amendment

The Amended and Restated Charter would provide for an increase to our total number of authorized shares of common stock and preferred stock from 51,000,000 shares to 301,000,000 shares, which would consist of (i) increasing the number of authorized shares of common stock from 50,000,000 shares to 300,000,000 shares and (ii) maintaining the number of authorized shares of preferred stock at 1,000,000 shares.

Reasons for the Amendment

Our Board believes this amendment will provide us with increased flexibility in meeting future corporate needs and requirements by providing additional authorized shares of common stock, which will be available for issuance from time to time as determined by our Board for any proper corporate purpose, including equity financings, without the expense and delay associated with a special stockholders’ meeting, except where required by applicable rules, regulations and laws.

Proposal 4B—Certain Provisions Regarding Stockholder Voting Rights

Description of the Amendment

The Amended and Restated Charter would provide for certain changes to the voting rights of common stockholders included in the Existing Charter. The Amended and Restated Charter would clarify that, to the fullest extent permitted by law, common stockholders will have no voting rights with respect to any amendment to the Amended and Restated Charter (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of one or more outstanding series of preferred stock if the holders of the affected series of preferred stock are entitled to vote on such amendment pursuant to the Amended and Restated Charter or the DGCL. Additionally, the Amended and Restated Charter would clarify that common stockholders do not have the right to cumulate votes on behalf of any nominee for election to the Board. The Existing Charter does not affirmatively provide for any right to cumulate votes in the election of directors.

The Amended and Restated Charter would also exclude certain stockholder approval rights relating to mergers and other dispositions of the Company’s assets, which are governed by the DGCL. The Existing Charter requires the approval of two-thirds of the outstanding shares of common stock to (i) merge the Company into an entity or sell, convey and transfer the Company’s assets to an entity in exchange for shares or securities of such entity or other consideration and the assumption of the liabilities of the Company and (ii) terminate the Company and distribute such shares, securities, or other consideration ratably among the stockholders in redemption of their capital stock. The Existing Charter also requires that, following any such transaction, the stockholders would be the sole equity owners of the acquiring entity. Additionally, the Existing Charter requires the affirmative written consent or vote of the holders of a majority of the shares of common stock to approve any transaction involving the sale, lease, exchange or other disposition of 50% or more of the assets of the Company in a single transaction or series of related transactions other

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than as part of an orderly liquidation and termination. The Amended and Restated Charter would not include either of the foregoing provisions. Except for certain limited transactions specified transaction, either contemplatedin the DGCL, the DGCL requires the approval of a majority of the outstanding stock of a corporation (i) in order for the corporation to merge into or consolidate with another entity or (ii) sell, lease or exchange all or substantially all of the corporation’s property and assets.

Reasons for the Amendment

The Board believes that the clarification regarding the voting rights of common stockholders with respect to amendments relating solely to the terms of one or more outstanding series of preferred stock is appropriate. The DGCL provides that a class of capital stock is entitled to vote as a class on a proposed amendment to a company’s certificate of incorporation that would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. Moreover, the Existing Charter gives the Board authority to designate preferred stock and fix the voting rights for such preferred stock. The Board has exercised this authority in the past to clarify matters that require the approval of at least a majority of the applicable series of preferred stock. Specifically, the Board granted the Series A Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), the right to approve (i) any issuances of any other class or series of capital stock on parity with the Series A Preferred Stock and (ii) any amendment to the Existing Charter that would adversely affect the rights, powers, preferences or privileges of, or increase the authorized number of shares of, Series A Preferred Stock. Accordingly, this amendment to the Existing Charter clarifies the relationship between the voting rights of preferred stockholders as designated by the Board and the general voting rights of common stockholders.

The Board believes it is appropriate to clarify that stockholders do not have a right to cumulate votes on behalf of any nominee for election to the Board. As noted above, the Existing Charter does not affirmatively grant the right to cumulate votes in director elections, and the default rule under the DGCL is that stockholders do not have such right. Accordingly, this change would not alter the rights of stockholders and affirmatively addressing this matter in the Amended and Restated Charter would allow for stockholders to more easily determine rights and procedures for director elections.

Finally, the Board believes that it is appropriate to exclude from the Amended and Restated Charter certain stockholder approval rights relating to mergers and other dispositions of the Company’s assets because those matters are governed by the DGCL. Our stockholders will remain able to consider and approve any transactions that require stockholder approval under the DGCL.

Proposal 4C—Exclusive Forum for Certain Actions

Description of the Amendment

The Amended and Restated Charter would provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law and subject to applicable jurisdictional requirements, the Court of Chancery would be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or our stockholders, creditors or other constituents, (iii) any action asserting a claim against us or any of our directors or officers arising pursuant to any provision of the DGCL or the Amended and Restated Charter or the bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine. The Amended and Restated Charter would provide that, if the Court of Chancery dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the State of Delaware. Additionally, the Amended and Restated Charter would provide that, unless we consent in writing to the selection of an alternative forum, the U.S. federal district courts will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

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Reasons for the Amendment

The exclusive forum provisions are intended to avoid multiple lawsuits in multiple jurisdictions on matters relating to the DGCL and the Securities Act, thereby reducing inefficiencies, costs and uncertainty regarding outcomes when two or more similar cases proceed in different jurisdictions. Additionally, the background and experience of the Court of Chancery and the U.S. federal district courts in resolving issues under the DGCL and the Securities Act, respectively, place these courts in the best positions to resolve claims arising under the applicable bodies of law. Accordingly, the Board believes the exclusive forum provisions are a prudent and proactive means for managing these types of potential litigation and to promote efficient and consistent resolutions in the event these types of litigation arise. Although some plaintiffs might prefer to litigate these matters in different jurisdictions, the Board believes that the benefits to us and our stockholders outweigh these concerns.

Proposal 4D—Provisions Related to Potential REIT Election

Description of the Amendment

The Amended and Restated Charter would include certain provisions related to a potential future election for the Company to be taxed as a REIT for U.S. federal income tax purposes.

Board Authority

The Amended and Restated Charter would give the Board the authority to cause us to elect to be subject to tax as a REIT for U.S. federal income tax purposes. Following such election, the Board would also have the authority to revoke or otherwise terminate our REIT election if the Board determines that it is no longer in our best interests to continue to be taxed as a REIT for U.S. federal income tax purposes. Under the Amended and Restated Charter, the Board also would have the authority to determine that compliance with any restriction or limitation on stock ownership and transfers described below is no longer required to facilitate our qualification as a REIT.

Springing Provisions

Because we do not intend to make an election to be taxed as REIT immediately following the filing of the Amended and Restated Charter, the Amended and Restated Charter would provide that restrictions and limitations on stock ownership and transfers and the stock ownership disclosure requirements, each described below, would not take effect until January 1st of the year after the first year for which we elect to be taxed as a REIT for federal income tax purposes.

Ownership Limitations and Transfer Restrictions

The Amended and Restated Charter would provide that, subject to the exceptions and the constructive ownership rules described in this proposal, no person may own, or be deemed to own by virtue of the attribution provisions of the Internal Revenue Code of 1986, as amended (the “Code”), in excess of (i) 9.8% in value of the outstanding shares of all classes or series of our capital stock or (ii) 9.8% in value or number (whichever is more restrictive) of the outstanding shares of any class of our common stock. We refer to these restrictions as the "ownership limits."

The applicable constructive ownership rules under the Code are complex and may cause stock owned actually or constructively by a group of related individuals and/or entities to be treated as owned by one individual or entity. As a result, the acquisition of less than 9.8% in value of the outstanding shares of any class or series our capital stock or less than 9.8% in value or number of the outstanding shares of any class of our common stock (including through the acquisition of an interest in an entity that owns, actually or constructively, shares of any class or series of our capital stock) by an individual or entity could, because of constructive ownership, nevertheless cause a violation of the ownership limitations described in this proposal.

The Amended and Restated Charter would also provide that the Board or a committee thereof may, in its sole discretion, with respect to any person (i) exempt such person from the ownership limits and certain other REIT limits on ownership and transfer of our capital stock described in this proposal and (ii) establish a different limit on ownership

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for any such person. The Board or committee, however, may not exempt from the ownership limits any person whose ownership of our capital stock in violation of these limits would result in us failing to qualify as a REIT. Pursuant to the terms of the Amended and Restated Charter, in order for a person to be considered by the Board or committee for exemption or a different limit on ownership, such person generally must make such representations and undertakings as the Board or committee may deem appropriate in order to conclude that such person's beneficial or constructive ownership of our capital stock will not cause us to lose our status as a REIT under the Code. As a condition of any waiver of ownership limits and certain other REIT limits on ownership and transfer of our capital stock, the Board or committee may require an opinion of counsel or a ruling by the Internal Revenue Service satisfactory to the Board or committee with respect to our qualification as a REIT and may impose such other conditions as the Board or committee deems appropriate in connection with the granting of the exemption or a different limit on ownership.

In connection with any waiver of the ownership limits or at any other time, the Amended and Restated Charter would permit the Board or a committee thereof, from time to time, to increase the ownership limits for one or more persons and decrease the ownership limits for all other persons, provided that the new ownership limits may not, after giving effect to such increase and under certain assumptions set forth in the Amended and Restated Charter, result in us being "closely held" within the meaning of Section 856(h) of the Code (without regard to whether the ownership interests are held during the last half of a taxable year). Reduced ownership limits will not apply to any person whose share ownership, is in excess of such decreased ownership limits until such time as such person's share ownership equals or falls below the decreased ownership limits, but any further acquisition of any of our capital stock resulting in such person's beneficial ownership or constructive ownership thereof creating an increased excess over the decreased ownership limits will be in violation of the decreased ownership limits.

The Amended and Restated Charter would further prohibit (i) any person from beneficially or constructively owning shares of our capital stock if such ownership would result in us being "closely held" within the meaning of Section 856(h) of the Code (without regard to whether the ownership interests are held during the last half of a taxable year); (ii) any person from transferring shares of our capital stock if such transfer would result in shares of our capital stock being beneficially owned by fewer than 100 persons (determined under the principles of Section 856(a)(5) of the Code); (iii) any person from beneficially or constructively owning shares of our capital stock if such ownership would cause us to beneficially or constructively own 9.9% or more of the ownership interests in a tenant; (iv) any person from beneficially or constructively owning shares of our capital stock if such ownership would result in us failing to qualify as a REIT; and (v) any person from beneficially or constructively owning shares of our capital stock if such ownership would result in us failing to qualify as a “domestically controlled qualified investment entity” within the meaning of Section 897(h)(4)(B) of the Code.

Pursuant to the terms of the Amended and Restated Charter, any person who acquires or attempts to acquire beneficial or constructive ownership of shares of our capital stock that will or may violate the ownership limits or any of the other foregoing restrictions on transferability and ownership will be required to give notice to us immediately (or, in the case of a proposed or attempted transaction, at least 15 days prior to such transaction) and provide us with such other information as we may request in order to determine the effect, if any, of such transfer on our qualification as a REIT.

In addition, the terms of the Amended and Restated Charter would provide that if there is any purported transfer of shares of our capital stock or other event or change of circumstances that would violate any of the restrictions described in this proposal, then the number of shares causing the violation will be automatically transferred to a trust for the exclusive benefit of a designated charitable beneficiary, except that any transfer that results in the violation of the restriction relating to our capital stock being beneficially owned by fewer than 100 persons will be automatically void and of no force or effect. The automatic transfer will be effective as of the close of business on the business day prior to the date of the purported transfer or other event or change of circumstances that requires the transfer to the trust. The person that would have owned the shares if they had not been transferred to the trust is referred to herein as "the purported transferee." Any dividend paid to the purported transferee prior to the discovery by us that the shares had been automatically transferred to a trust as described in this proposal must be repaid to the trustee upon demand. If the transfer to the trust as described in this proposal is not automatically effective, for any reason, to prevent violation of any of the restrictions described in this proposal, then the transfer of the excess shares will be automatically void and of no force or effect.

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Pursuant to the terms of the Amended and Restated Charter, shares of our capital stock transferred to the trustee are deemed to be offered for sale to us or our designee at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the trust or, if the purported transferee did not give value for the shares in connection with the event causing the shares to be held in trust (e.g., in the case of a gift, devise or other such transaction), the market price at the time of such event, and (ii) the market price on the date we or our designee accepts such offer. We would have the right to accept such offer until the trustee has sold the shares of our capital stock held in the trust. Upon a sale to us, the interest of the charitable beneficiary in the shares sold terminates and the trustee must distribute the net proceeds of the sale to the purported transferee, except that the trustee may reduce the amount that is payable to the purported transferee by the amount of any dividends that we paid to the purported transferee prior to the discovery by us that the shares had been transferred to the trust and that are owed by the purported transferee to the trustee as described in this proposal. Any net sales proceeds in excess of the amount payable to the purported transferee shall be immediately paid to the charitable beneficiary, and any ordinary dividends held by the trustee with respect to such stock will be paid to the charitable beneficiary.

If we do not buy the shares, the trustee must within 20 days of receiving notice from us of the transfer of shares to the trust, sell the shares to a person or entity who could own the shares without violating the restrictions described in this proposal. Upon such a sale, the trustee must distribute to the purported transferee an amount equal to the lesser of (i) the price paid by the purported transferee for the shares or, if the purported transferee did not give value for the shares in connection with the event causing the shares to be held in trust (e.g., in the case of a gift, devise or other such transaction), the market price of the shares on the day of the event causing the shares to be held in the trust, and (ii) the sales proceeds (net of commissions and other expenses of sale) received by the trustee for the shares. The trustee may reduce the amount that is payable to the purported transferee by the amount of any dividends that we paid to the purported transferee before the discovery by us that the shares had been transferred to the trust and that are owed by the purported transferee to the trustee as described in this proposal. Any net sales proceeds in excess of the amount payable to the purported transferee will be immediately paid to the charitable beneficiary, together with any dividends held by the trustee with respect to such stock. In addition, if prior to discovery by us that shares of our capital stock have been transferred to a trust, such shares of stock are sold by a purported transferee, then such shares will be deemed to have been sold on behalf of the trust and, to the extent that the purported transferee received an amount for or in respect of such shares that exceeds the amount that such purported transferee was entitled to receive as described in this proposal, such excess amount shall be paid to the trustee upon demand. The purported transferee has no rights in the shares held by the trustee.

The trustee will be designated by us and must be unaffiliated with us and any purported transferee. Prior to the sale of any shares by the trust, the trustee will receive, in trust for the beneficiary, all distributions paid by us with respect to the shares and may also exercise all voting rights with respect to the shares. Subject to Delaware law, the trustee will have the authority (i) to rescind as void any vote cast by the purported transferee prior to our discovery that the shares have been transferred to the trust and (ii) to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary. However, if we have already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast the vote.

In addition, if the Board or a committee thereof determines that a proposed or purported transfer would violate the restrictions on ownership and transfer of our capital stock set forth in the Amended and Restated Charter, the Board or a committee thereof may take such action as it deems advisable to refuse to give effect to or to prevent such violation, including but not limited to, causing us to redeem shares of our capital stock, refusing to give effect to the transfer on our books or instituting proceedings to enjoin the transfer.

These ownership limitations and transfer restrictions could have the effect of delaying, deferring or preventing a takeover or other transaction in which stockholders might receive a premium for their shares of our capital stock over the then prevailing market price or which stockholders might believe to be otherwise in their best interest.

Disclosure of Stock Ownership by Our Stockholders

Under the Amended and Restated Charter, within 30 days after the end of each taxable year, every owner of 5% or more (or such lower percentage as required by law) in number or value of the outstanding shares of any class or series of our capital stock would be required to provide us written notice of certain information as provided in the Amended and Restated Charter. In addition, each beneficial owner or constructive owner of our capital stock and any person (including the stockholder of record) who holds shares of our capital stock for a beneficial owner or constructive

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owner will, upon demand, be required to provide us with such information as we may request in good faith in order to determine our qualification as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance. If any person fails to provide the required information, the Board or a committee thereof may direct that all or a portion of such person’s shares be redeemed or transferred to a trust for the exclusive benefit of a designated charitable beneficiary.

Reasons for the Amendment

In the future, the Board may consider making an election for us to be taxed as a REIT for U.S. federal income tax purposes. A REIT is an entity entitled to special and beneficial U.S. federal income tax treatment, provided it satisfies various requirements relating to its organization, its ownership, its distributions and the nature of its assets and income. Among other requirements, a REIT generally must derive most of its income from real estate loans and real property and its assets predominantly must consist of such loans and real property. The entity must make a special election under the Code to be taxed as a REIT.

Subject to a number of significant exceptions, a corporation that qualifies as a REIT generally is not subject to U.S. federal income taxes on its income and gains that it distributes to its stockholders, reducing its corporate level income taxes and substantially eliminating the “double taxation” of corporate income. The reduction of corporate level taxes can allow companies to increase the value of their common stock. Additionally, REITs are required to distribute annually at least 90% of their REIT taxable income. To comply with this requirement, REITs often declare regular quarterly or monthly distributions. Accordingly, there may be beneficial consequences to stockholders if we were to make an election to be taxed as a REIT for U.S. federal income tax purposes.

For us to qualify as a REIT under the Code, among other things, our capital stock would need to be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year (other than the first year for which an election to be a REIT has been made). Additionally, not more than 50% of the value of the outstanding shares of our capital stock may be owned, directly or indirectly, by five or fewer "individuals" (as defined in the Code to include certain entities such as private foundations) during the last half of a taxable year (other than the first taxable year for which an election to be a REIT has been made). In addition, a person actually or constructively owning 10% or more of the vote or value of the outstanding shares of our capital stock could lead to a level of affiliation between us and one or more of our tenants that could disqualify our revenues from the affiliated tenants and possibly jeopardize or otherwise adversely impact any qualification as a REIT.

In order to provide flexibility for any future REIT election, the Board believes it is advisable for the Amended and Restated Charter to include provisions giving the Board the authority to make such a REIT election and restricting the ownership and transfer of shares of our capital stock to ensure we could satisfy the requirements for qualification as a REIT and to otherwise protect us from the adverse consequences for REITs under the Code that would arise from a concentration of ownership among our stockholders. Including ownership limitations in a REIT's charter is the most effective mechanism to monitor compliance with the above-described provisions of the Code. In order to proceed with a future REIT election, we must be able to monitor compliance with these requirements effectively. Furthermore, if we elect to be subject to tax as a REIT, any other mechanism to monitor compliance may not be as effective to maintain our status as a REIT.

Proposal 4E—Amendments to the Charter and Bylaws

Description of the Amendment

The Amended and Restated Charter would provide that any alteration, amendment or repeal of, or the adoption of any provision inconsistent with, the following provisions would require the approval of two-thirds of the shares entitled to vote thereon (voting together as one class): Article V (Amendments to the Bylaws), Article VII (Meetings of Stockholders), Article VIII (Limited Liability of Directors and Officers), Article IX (Indemnification), Article X (Exclusive Jurisdiction for Certain Actions),Article XII (REIT Transfer and Stock Ownership Restrictions) and Article XIII (Amendments to the Charter) (the “Charter Supermajority Voting Requirement”).

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The Amended and Restated Charter would also change the required approval for stockholders to amend the bylaws. The Existing Charter provides that holders of a majority of the outstanding shares may amend the bylaws. For stockholder-amendments to the bylaws, the Amended and Restated Charter would require the approval of two-thirds of the shares entitled to vote thereon (the “Bylaws Supermajority Voting Requirement”). The Board will continue to have the authority to amend the bylaws without stockholder approval.

Finally, the Existing Charter requires the affirmative vote or consent of the holders of two-thirds of the outstanding shares of common stock present to amend the charter or bylaws in a way that reduces the priority of payment or amount payable to holders of shares of common stock upon liquidation or that would diminish or eliminate any voting rights of common stockholders (the “Amendment Approval Rights”). There is no similar restriction in the Amended and Restated Charter.

Reasons for the Amendment

The Board believes it is appropriate to adopt the Charter Supermajority Voting Requirement to protect key provisions of the Amended and Restated Charter. Amendments to provisions regarding bylaw amendments, stockholder meetings, the limited liability of directors and officers, indemnification and exclusive forum for certain actions could have a long-lasting effect on us, our corporate governance and our operations. Moreover, as noted above, transfer restrictions and ownership limitations are the most effective method for a REIT to ensure that it meets certain requirements under the Code. Accordingly, if we were to elect to be taxed as a REIT for U.S. federal income tax purposes, amendments to the restrictions on transfers and stock ownership could undermine our ability to qualify as a REIT and thereby could have an adverse effect on us and our stockholders. The Charter Supermajority Voting Requirement would avoid arbitrary amendments to such key provisions and prevent a simple majority of stockholders from taking actions that may be harmful to other stockholders. Moreover, the Charter Supermajority Voting Requirement would not apply to the vast majority of matters on which our stockholders could vote. Accordingly, the Board believes it is reasonable and appropriate to ensure that a broad consensus of stockholders agree that amendments to such key provisions are prudent and in the best interests of us and our stockholders.

The Board also believes it is appropriate to adopt the Bylaws Supermajority Voting Requirement. Similar to the Charter Supermajority Voting Requirement, the Bylaw Supermajority Voting Requirement will facilitate corporate governance stability by requiring broad stockholder consensus to effect stockholder changes to the bylaws, and in the process help protect minority stockholder interests.

Finally, the Board believes it is appropriate to remove the Amendment Approval Rights. The Amendment Approval Rights were reflected in the Existing Charter as a result of their inclusion in our predecessor’s charter. Since the initial Mergers (as defined below), the Nominating and Corporate Governance Committee and the Board, together with our management, have engaged in an ongoing review of the Company's corporate governance principles. The Board recognizes that the exclusion of approval rights of this type is consistent with charters of other public companies. In light of its review, the Board concluded that the elimination of the Amendment Approval Rights will allow the Board more flexibility in adjusting corporate governance practices.

Proposal 4F—Amendments for Modernization and Customary Provisions of Charters of Public Companies

The Board believes that the following amendments reflected in the Amended and Restated Charter are appropriate to modernize the charter and conform the charter to customary provisions of charters of public companies:

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Vote Required and Recommendation

The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required to approve each of the Advisory Charter Proposals. For purposes of the approval of the Advisory Charter Proposals, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

In accordance with SEC guidance, these proposals are being presented separately and will be voted upon on a non-binding, advisory basis. In the judgment of the Board, these provisions are appropriate to simplify and clarify many amendments to the Existing Charter over the last approximately 35 years and address the needs of the Company in the future. Accordingly, regardless of the outcome of the non-binding, advisory vote on these proposals, we intend to adopt the Amended and Restated Charter, assuming the approval and adoption of the Amended and Restated Charter pursuant to Proposal 3.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ADVISORY CHARTER PROPOSALS.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Members of the Board of Directors

The following table sets forth the name and age of each of our current directors, indicating all positions and offices with us currently held by the director.

Set forth below are descriptions of the backgrounds of Mr. Bedi and Ms. Brandin. The backgrounds of Messrs. Jacoby, Foster, Neal, Shore, Spiritos and Yockey are described above under “Proposal 1: Election of Directors.”

Vineet P. Bedi. Mr. Bedi has served as a director of the Company since May 2018. Mr. Bedi has nearly 20 years of experience in real estate investing, private equity, capital markets and public securities investing. Mr. Bedi currently serves as Chief Investment Officer for The W Group since January 2023. Mr. Bedi also currently serves as the Founder and Managing Partner of KRV Capital, LP since January 2016. Mr. Bedi currently serves as an Adjunct Professor of Finance at the NYU-Stern School of Business since September 2017. Previously, Mr. Bedi served as Chief Strategy Officer of Invesque Inc. (TSX: IVQ.U, IVQ) from February 2019 to May 2022. Prior, Mr. Bedi was the Founder, Managing Partner and Chief Investment Officer of Booth Park Capital Management, LLC, an alternative asset management firm investing in real estate related securities, from 2013 to 2015. Previously, Mr. Bedi served as a Managing Director and Portfolio Manager at Guggenheim Partners from 2012 to 2013, where he managed an opportunistic portfolio in the public REIT and private real estate markets. Prior to that, Mr. Bedi was a Principal and senior investment professional at High Rise Capital Management, LLC, a multi-billion dollar real estate securities fund investing in the public REIT and private real estate markets, from 2006 to 2011. Mr. Bedi began his career in the investment banking and proprietary trading groups at Bank of America Merrill Lynch and has held senior investment related positions with Carlson Capital, LP and Schonfeld Group Holdings. Mr. Bedi also serves as an advisor for various public and private real estate and real estate related entities. Mr. Bedi is a graduate of the NYU-Stern School of Business and is a CFA Charterholder.

Mr. Bedi is not standing for re-election at the Annual Meeting.

Donna Brandin. Ms. Brandin has served as a director of the Company since January 2022. Since January 2018, Ms. Brandin has served on the board of directors of Nuveen Global Cities REIT, Inc., a public, non-listed REIT as the chairperson of the Audit Committee. Since December 2021, Ms. Brandin also has served on the board of directors of CION Man Residential REIT Inc., a non-public REIT as the chair of the Audit Committee. From April 2008 to June 2018, she served as the Executive Vice President, Chief Financial Officer and Treasurer of the Lightstone Group. In addition, during this time period she served as Chief Financial Officer, Treasurer and Principal Accounting Officer of five public, non-listed REITs sponsored by the Lightstone Group. From October 2014 to June 2018, Ms. Brandin served as a director of Lightstone Enterprises Limited. From October 2019 to October 2021, Ms. Brandin served on the strategic advisory board of eRESI for a Prominent NYC Family Office, a company focused on launching investment products based on a technology efficient platform. From July 2019 to May 2021, Ms. Brandin served on the board of directors of Invesque Inc. (TSX: IVQ), a healthcare real estate company, where she served as chair of the Audit Committee. Prior to joining the Lightstone Group in April 2008, Ms. Brandin held the position of Executive Vice President and Chief Financial Officer of US Power Generation from September 2007 through November 2007. From July 2004 to September 2007, Ms. Brandin was the Executive Vice President and Chief Financial Officer of Equity Residential (NYSE: EQR), the largest publicly traded multifamily REIT in the country. Ms. Brandin holds a B.S. in Business Administration: Accounting from Kutztown University and a Master’s degree in Finance from St.

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Louis University. In 2021, Ms. Brandin completed the Corporate Directors Certificate Program at Harvard Business School of Executive Education.

Ms. Brandin is not standing for re-election at the Annual Meeting.

Corporate Governance Profile

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

Our directors stay informed about our business by attending meetings of the Board and its committees and through supplemental reports and communications. Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

Role of the Board in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its three standing committees, the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee, each of which addresses risks specific to their respective areas of oversight. In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Board Committees

Our Board has established three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The principal functions of each committee are described below. We comply with the eligibility requirements and other rules and regulations of the OTCQX, as amended or modified from time to time, and the Audit Committee is comprised solely of independent directors. Additionally, our Board may from time to time establish certain other committees to facilitate the management of our company.

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The table below provides membership information for each of the Board committees as of the date of this Proxy Statement:

Audit Committee

The Audit Committee is comprised of Messrs. Bedi, Neal and Foster. Mr. Foster, the chairman of our Audit Committee, qualifies as an “audit committee financial expert” as that might be renderedterm is defined by the SEC. The Board has determined that each of the directors serving on Banyan’sour Audit Committee is “independent” within the meaning of the applicable rules of the SEC and the OTCQX eligibility standards. We adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including oversight related to:

The Audit Committee also is responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit committee. Instead, these responsibilities are handled by the entire board, which considers and pre-approves any audit or non-audit services to be performed by our independent auditors. Our board believes theengagement, approving professional services provided by Grant Thorntonthe independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee also prepares the Audit Committee report required by SEC regulations to be included in our annual proxy statement.

During the fiscal year ended December 31, 2022, the Audit Committee met eight times, including telephonic meetings.

Compensation Committee

The Compensation Committee is comprised of Messrs. Foster, Spiritos and Yockey, with Mr. Yockey serving as the chair. The Board has determined that Mr. Foster is “independent” within the meaning of the applicable rules of the SEC and the OTCQX eligibility standards. We adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:

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During the fiscal year ended December 31, 2022, the Compensation Committee met four times, including telephonic meetings.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is comprised of Messrs. Bedi, Neal, Spiritos and Yockey, with Mr. Spiritos serving as the chair. The Board has determined that Messrs. Bedi and Neal are “independent” within the meaning of the applicable rules of the SEC and the OTCQX eligibility standards. We adopted a Nominating and Corporate Governance Committee charter, which details the principal functions of the Nominating and Corporate Governance Committee, including:

In identifying and recommending nominees for directors, the Nominating and Corporate Governance Committee may consider, among other factors, diversity of relevant experience, expertise and background.

The Nominating and Corporate Governance Committee did not meet during the fiscal year ended December 31, 2022.

Director Selection Process

The Nominating and Corporate Governance Committee is responsible for, among other things, the selection and recommendation to our Board of nominees for election as directors. In assessing candidates for election to our Board, the Nominating and Corporate Governance Committee takes into account such factors as it deems appropriate, including, among others, familiarity with our industry, broad experience in business, finance or administration, diversity of both background and experience, areas of expertise and other factors relative to the overall composition of the Board. In addition, the Nominating and Corporate Governance Committee considers whether a potential candidate for director has the time available, in light of other business and personal commitments, to perform the responsibilities required for effective service on the Board.

Applying the criteria described above, the Nominating and Corporate Governance Committee considers candidates for Board membership suggested by its members and other Board members, as well as management and stockholders. After completing the identification and evaluation process described above, the Nominating and Corporate Governance Committee recommends the nominees for election to the Board. Taking the Nominating and Corporate

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Governance Committee’s recommendation into consideration, the Board then approves the nominees for directorship for stockholders to consider and vote upon at the annual stockholders’ meeting.

Stockholders wishing to recommend individuals for consideration as directors must provide written notice of the nomination to our Secretary, no later than 120 days prior to the first anniversary of the date of the proxy statement for the previous year’s annual meeting. The stockholder’s notice must set forth as to each nominee all information relating to the person that would be required to be disclosed in a solicitation of proxies for election of directors pursuant to Regulation 14A under the Exchange Act if the candidate had been nominated by or on behalf of our Board. Recommendations by stockholders that are made in this manner will be evaluated in the same manner as other candidates. See “Other Matters—Stockholder Proposals and Nominations for the 2024 Annual Meeting.”

Code of Ethics

The Board established the Code of Ethics for Chief Executive Officer and Senior Financial Officers, which applies to our chief executive officer, chief financial officer, chief accounting officer and controller, or persons performing similar functions. Among other matters, the Code of Ethics for Chief Executive Officer and Senior Financial Officers is designed to deter wrongdoing and to promote:

Any changes to the code, and any waivers granted by us with respect to the code, will be posted on our website.

Availability of Corporate Governance Materials

Stockholders may view our corporate governance materials, including the charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and our Code of Ethics for Chief Executive Officer and Senior Financial Officers on our website at www.investors.broadstreetrealty.com under the Governance tab and these documents are available in print to any stockholder who sends a written request to such effect to Secretary, 7250 Woodmont Ave, Suite 350, Bethesda, MD, 20814.

Independence of Directors

OTCQX eligibility requirements require OTCQX-traded companies to have at least two independent Board members and an audit committee, with a majority of the members being independent. Under the OTCQX eligibility standards, no director of a company qualifies as “independent” unless the board of directors of the company affirmatively determines that the director does not have arelationship that would interfere with the exercise of independent judgment in carrying out their responsibilities as a director.

The Board currently has eight directors, four of whom our Board affirmatively has determined, after broadly considering all relevant facts and circumstances, to be “independent” under the eligibility standards of the OTCQX and under applicable rules of the SEC. The Board affirmatively has determined that each of the following directors is independent under these standards: Messrs. Bedi, Foster and Neal and Ms. Brandin. The Board also affirmatively determined that, if elected as a director at the Annual Meeting, Mr. Walraven would qualify as an independent director under the eligibility standards of the OTCQX and under applicable rules of the SEC.

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Board Leadership Structure

Combined Chairman and Chief Executive Officer Positions

Mr. Jacoby serves as the Chairman of the Board and Chief Executive Officer. The Board has reviewed its current leadership structure and has determined that the use of the combined Chairman and Chief Executive Officer positions, is currently the most appropriate and effective leadership structure for the Company. Mr. Jacoby has been involved in the real estate industry for more than 30 years. As the individual primarily responsible for the day-to-day management of business operations, he is best positioned to chair regular Board meetings as the directors discuss key business and strategic issues, which enables the Board to have direct access to information related to the day-to-day management of business operations.

No Lead Independent Director

We do not have a lead independent director. Given the limited number of executive officers, the Board has determined that a lead independent director is currently not necessary. Moreover, the Board believes, for the reasons set forth below, that our existing corporate governance practices achieve independent oversight and management accountability. We encourage our independent directors to freely voice their opinions, and our governance practices provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, our executive officers. As discussed above, four of our directors are independent directors. Each director is an equal participant in decisions made by the full Board.

Board and Committee Meetings

During the fiscal year ended December 31, 2022, the Board met 14 times, including telephonic meetings. Each director then serving attended at least 75% of the applicable Board meetings and committee meetings during this time.

Annual Meeting Attendance

Pursuant to the policy set forth in our Corporate Governance Guidelines, each director is expected to attend the Annual Meeting. We did not hold an annual meeting of stockholders in 2022.

Executive Sessions of Non-Management Directors

Pursuant to our Corporate Governance Guidelines, in order to promote open discussion among non-management directors, our non-management directors meet in executive sessions without management participation regularly. The non-management directors appoint one of the non-management directors to preside at such executive sessions.

Communications with the Board

Stockholders and other interested parties may communicate with the Board by sending written correspondence to the “Audit Committee Chair” c/o the Secretary of Broad Street Realty, Inc., 7250 Woodmont Ave, Suite 350, Bethesda, MD, 20814, who will then directly forward such correspondence to the chair of the Audit Committee. The Audit Committee chair will decide what action should be taken with respect to the communication, including whether such communication should be reported to the full Board.

Director Compensation

The Board has adopted a director compensation policy for non-employee directors, effective as of January 16, 2020. The policy provides for the compensation of non-employee directors with cash and equity compensation. Under the policy, each non-employee director will receive an annual board service retainer of $35,000 paid in cash and a grant of $50,000 in restricted shares of our common stock, which are expected to vest one year after the date of grant, subject to continued service on such date. The chairperson of our Audit Committee will receive an additional annual committee chair service retainer of $20,000. Other members of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee will receive additional annual cash retainers of $4,000 for each such committee of which they are a member. Each non-employee director may elect to receive up to 100% of his annual cash retainers in shares of our common stock. We also reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board or any committee thereof.

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For the fiscal year ended December 31, 2021, the Compensation Committee determined to pay all retainers in shares of our common stock, which grants were made on January 3, 2022, along with the 2021 annual grant of common stock. The 2022 annual grant of common stock was made on January 3, 2023.

The following table provides information on the compensation of our directors for the fiscal year ended December 31, 2022, other than Mr. Jacoby, who received no separate compensation for his service as a director. For information on the compensation of Mr. Jacoby, please refer to “Executive Compensation—Summary Compensation Table.”

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EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers:

Set forth below is a description of the background of Mr. Topchy. Mr. Jacoby’s background is described above under “Proposal 1: Election of Directors.”

Alexander Topchy. Mr. Topchy has served as the Chief Financial Officer and Secretary of the Company since December 2019. Mr. Topchy served as the chief financial officer of BSR from 2009 to December 2019. Prior to joining BSR, from 2003 to 2006, Mr. Topchy was Vice President of Finance at EastBanc, Inc., a real estate developer based in Washington, D.C., engaged in repositioning high-street retail properties and developing ground up luxury residential condominiums. While at EastBanc, Mr. Topchy coordinated with foreign financial partners, investors, and lenders, and performed financial feasibility studies for all of EastBanc’s investments. Prior to EastBanc, he worked as a Senior Financial Analyst at Core Location, LLC, performing financial analysis for development projects, including two major technology centers. Mr. Topchy began his career at The Clark Construction Group, where he gained experience in project management and contract negotiation. Mr. Topchy has an M.B.A. in Finance and International Business from the University of Maryland's Robert H. Smith School of Business, and a B.S. in Civil and Environmental Engineering from Cornell University. He is a member of the CFA Institute and the CFA Society Washington, D.C., and has been a CFA Charterholder since 2004. Mr. Topchy previously served as Treasurer from 2017 to 2019 and as Director from 2016 to 2017 for the CFA Society Washington, D.C., Board of Directors.

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EXECUTIVE COMPENSATION

The following provides compensation information pursuant to the scaled disclosure rules applicable to smaller reporting companies under SEC rules.

Our named executive officers (“NEOs”) for the year ended December 31, 2022 were Michael Z. Jacoby, our Chief Executive Officer, and Alexander Topchy, our Chief Financial Officer.

Summary Compensation Table

The following table sets forth information regarding compensation earned with respect to the years ended December 31, 2022 and 2021 by our NEOs, which include our Chief Executive Officer and our Chief Financial Officer. See “—Employment Agreements” below.

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Outstanding Equity Awards at Fiscal Year-End

The following table shows all outstanding equity awards held by the NEOs at December 31, 2022.

Narrative to Summary Compensation Table and Outstanding Equity Awards at Fiscal Year-End

Restricted Shares of Common Stock and RSUs

In March 2022, upon recommendation from the Compensation Committee, the Board approved the following grants under the Plan, in each case with an effective grant date of April 1, 2022: 54,545 and 18,182 restricted shares of the Company’s common stock to Messrs. Jacoby and Topchy, respectively, which are scheduled to vest ratably over a three-year period beginning on January 1, 2023, subject to such executive’s continued service on such dates and the terms of such executive’s employment agreement and a restricted stock award agreement previously approved by the Board.

In September 2021, upon recommendation from the Compensation Committee, the Board approved the following grants under the Plan, in each case with an effective grant date of October 1, 2021: (i) 43,605 and 14,535 restricted shares of the Company’s common stock to Messrs. Jacoby and Topchy, respectively, which are scheduled to vest ratably over a three-year period beginning on January 1, 2022, subject to such executive’s continued service on such dates and the terms of such executive’s employment agreement and a restricted stock award agreement previously approved by the Board; and (ii) RSUs with a target number of RSUs of 755,814 and 232,558 to Messrs. Jacoby and Topchy, respectively. The grants of the RSUs were made pursuant to performance award of stock units agreements (each, an “RSU Award Agreement”).

Subject to the executive’s continued service on such date and certain exceptions set forth in the RSU Award Agreement, the RSUs will vest based on the Company’s Implied Equity Market Capitalization (as defined in the RSU Award Agreement) at the end of the performance period ending on December 31, 2024, according to the following schedule:

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If, however, the maximum amount of the award is not earned as of December 31, 2024, the remaining RSUs may be earned based on the Company’s Implied Equity Market Capitalization as of December 31, 2025. To the extent performance is between any two designated amounts, the percentage of the target award earned will be determined using a straight-line linear interpolation between the two designated amounts.

Cash Bonuses

For 2022, the Compensation Committee approved a cash bonus plan for Messrs. Jacoby and Topchy, with the amount of each officer’s cash bonus dependent on the achievement of certain pre‑established goals determined by the Compensation Committee, including the Company’s 2022 revenue and general and administrative expense, as well as certain strategic and individual goals. The range of the 2022 cash bonuses were based on the following threshold, target and stretch amounts, as a percentage of each executive’s base salary: Mr. Jacoby – 75% (threshold), 100% (target) and 125% (stretch); and Mr. Topchy – 37.5% (threshold), 50% (target) and 62.5% (stretch). Based on the Compensation Committee’s review of the performance of Messrs. Jacoby and Topchy in relation to the pre-determined goals, on March 29, 2023, the Compensation Committee approved bonuses for Messrs. Jacoby and Topchy in the amounts of $395,000 and $111,000, respectively. Mr. Jacoby was granted 254,839 shares of common stock as a result of his election to receive common stock in lieu of cash payment of 50% of his bonus. Mr. Jacoby’s and Mr. Topchy’s bonuses were otherwise paid in cash. These amounts are reported in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table in this Proxy Statement.

Pay Versus Performance

As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and certain financial performance of the Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the compensation committee view the link between the Company’s performance and its NEO pay.

Employment Agreements

On December 27, 2019, Mr. Jacoby and Mr. Topchy entered into employment agreements with the Company and Broad Street Operating Partnership, LP, the Company’s operating partnership (the “Operating Partnership”).

The employment agreements each had initial three-year terms with automatic one-year renewals thereafter, unless the executive or the Company provides timely notice of non-renewal to the other party. Mr. Jacoby’s employment agreement provides for a base salary of $400,000 per year and Mr. Topchy’s employment agreement provides for a base salary of $215,000 per year, both of which may be adjusted from time to time. Each employment agreement provides the executive with an annual bonus opportunity, which may be adjusted annually at the discretion of the Compensation Committee. The executive will also be eligible to receive equity-based incentives, as determined by the Compensation Committee, or by the Board in the absence of a compensation committee, and participate in other compensatory and benefit plans generally available to all employees.

The employment agreements provide that, if the executive’s employment is terminated:

Additionally, in the event of a change in control (as defined in the employment agreements), or if the executive’s employment is terminated by the Company without “cause,” by the executive for “good reason” or as a result of a non-renewal of the employment term by us, all of the executive’s outstanding unvested equity-based awards will vest and become immediately exercisable and unrestricted.

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The executive’s right to receive the severance payments and benefits described above is subject to his delivery and non-revocation of an effective general release of claims in favor of the Company and compliance with customary restrictive covenant provisions, including, relating to confidentiality, noncompetition, nonsolicitation, cooperation and nondisparagement.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee is currently composed of Messrs. Bedi, Neal and Foster, with Mr. Foster serving as its chairperson. The members of the Audit Committee are appointed by and serve at the discretion of the Board of Directors.

One of the principal purposes of the Audit Committee is to assist the Board of Directors in the oversight of the integrity of the Company’s financial statements. The Company’s management team has the primary responsibility for the financial statements and the reporting process, including the system of internal controls and disclosure controls and procedures. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2022 with our management.

The Audit Committee also is responsible for assisting the Board of Directors in the oversight of the qualification, independence and performance of the Company’s independent auditors. The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Audit Committee has received both the written disclosures and the letter from BDO USA, LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with BDO USA, LLP its independence. In addition, the Audit Committee has considered whether the provision of non-audit services, and the fees charged for such non-audit services, by BDO USA, LLP are compatible with maintaining the independence of BDO USA, LLP from management and the Company.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements for 2022 be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC.

Respectfully submitted,

The Audit Committee of the Board of Directors

Jeffrey H. Foster (Chairperson)

Vineet P. Bedi

Daniel J.W. Neal

The Audit Committee Report above does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our auditor’s independence.

The following table listssets forth the stockbeneficial ownership of our common stock as of August 24, 2023 for:

The percentage ownership information shown in the table below is based upon 33,135,490 shares of common stock and 5,560,296 units of limited partnership interest (“OP units”) in the Operating Partnership (not including OP units held by us) outstanding as of August 24, 2023.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, these rules require that we include shares of common stock issuable pursuant to the vesting of restricted stock units and the exercise of stock options and warrants that are either immediately exercisable or exercisable within 60 days of August 24, 2023. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

The address for persons listed in the table is c/o Broad Street Realty, Inc., 7250 Woodmont Ave, Suite 350, Bethesda, Maryland 20814.