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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report
(Date of earliest event reported): July 24, 2025
NETSTREIT Corp.
(Exact Name of Registrant as Specified in its
Charter)
| Maryland |
|
001-39443 |
|
84-3356606 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2021 McKinney
Avenue
Suite
1150
Dallas,
Texas |
|
75201 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
972-200-7100
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading Symbol(s) |
Name
of each exchange on which registered |
Common
Stock, $0.01 par value per share |
NTST |
The
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 8.01. Other Events.
On July 28, 2025, NETSTREIT Corp., a Maryland
corporation (the “Company”), completed a public offering of 12,420,000 shares of its common stock, $0.01 per share (the “Common
Stock”), including 1,620,000 shares sold pursuant to the Underwriters’ option, at the public offering price of $17.70 per
share of Common Stock, pursuant to an underwriting agreement, dated July 24, 2025 (the “Underwriting Agreement”), among
(i) the Company, (ii) NETSTREIT, L.P., (iii) Bank of America, N.A. (“Bank of America”) and Wells Fargo Bank,
National Association (“Wells Fargo”), in their capacity as forward purchasers, (iv) Bank of America and Wells Fargo,
in their capacity as forward counterparties and (v) BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives
of the of the several underwriters named therein (the “Underwriters”). The Company granted the Underwriters a 30-day option
to purchase up to 1,620,000 additional shares of Common Stock on the same terms and conditions, which the Underwriters exercised in full
on July 25, 2025. In connection with the offering and the exercise of the option, the Company entered into forward sale agreements
(each a “Forward Sale Agreement” and collectively, the “Forward Sale Agreements”) with each of Bank of America
and Wells Fargo, as forward counterparties. In connection with the Forward Sale Agreements, the forward purchasers or their affiliates
borrowed from third parties and sold to the Underwriters 12,420,000 shares of Common Stock. The Common Stock described above was offered
pursuant to the Company’s registration statement on Form S-3 (File No. 333-281479), which became effective upon filing
with the Securities and Exchange Commission on August 12, 2024.
The Company will not initially receive any proceeds
from the sale of shares of its Common Stock by the forward purchasers. The Company expects to physically settle the Forward Sale Agreements
(by the delivery of shares of Common Stock) and receive proceeds from the sale of those shares upon one or more forward settlement dates,
which shall occur no later than July 24, 2026. The Company may also elect to cash settle or net share settle all or a portion of
its obligations under a Forward Sale Agreement if it concludes it is in the Company’s best interest to do so. If the Company elects
to cash settle a Forward Sale Agreement, it may not receive any proceeds and it may owe cash to the relevant forward counterparty in certain
circumstances.
The foregoing description of the Forward Sale
Agreements and the Underwriting Agreement are not complete and are qualified in their entirety by reference to the Forward Sale Agreements
filed herewith as Exhibits 1.1, 1.2, 1.3 and 1.4 and the Underwriting Agreement filed herewith as Exhibit 1.5 to this Current Report
on Form 8-K, and such exhibits are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) |
Exhibits. |
| |
|
Exhibit
No. |
|
Description |
| 1.1 |
|
Forward Sale Agreement, dated as of July 24, 2025, between the Company and Bank of America. |
| 1.2 |
|
Forward Sale Agreement, dated as of July 24, 2025, between the Company and Wells Fargo. |
| 1.3 |
|
Forward Sale Agreement, dated as of July 25, 2025, between the Company and Bank of America. |
| 1.4 |
|
Forward Sale Agreement, dated as of July 25, 2025, between the Company and Wells Fargo. |
| 1.5 |
|
Underwriting Agreement, dated July 24, 2025, by and among the Company, NETSTREIT, L.P., Bank of America and Wells Fargo, in their capacity as forward purchasers, Bank of America and Wells Fargo, in their capacity as forward counterparties and BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. |
| 5.1 |
|
Opinion of Venable LLP. |
| 23.1 |
|
Consent of Venable LLP (included in Exhibit 5.1). |
| 104 |
|
Cover page interactive data file (embedded within the inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
NETSTREIT Corp. |
| |
|
|
| July 28, 2025 |
|
/s/ DANIEL DONLAN |
| Date |
|
Daniel Donlan |
| |
|
Chief Financial Officer and Treasurer |
| |
|
(Principal Financial Officer) |
