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2026-09-28
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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): September 28, 2026
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 1.01. Entry into Material Definitive Agreements.
PNC Term Loan Amendment
On September 28, 2026 (the “Closing
Date”), NETSTREIT, L.P. (the “Borrower”) and NETSTREIT Corp. (the “Company”) entered into that certain First
Amendment to Term Loan Agreement and Incremental Agreement (the “PNC Term Loan Amendment”), by and among the Borrower, the
Company, the several institutions party thereto, as lenders, and PNC Bank, National Association (“PNC”), as Administrative
Agent. The PNC Term Loan Amendment amends the terms of that certain Term Loan Agreement, dated as of September 25, 2025 (as amended
by the PNC Term Loan Amendment, the “PNC Term Loan Agreement”), by and among the Borrower, the Company, the financial institutions
party thereto, as lenders, and PNC, as Administrative Agent.
The PNC Term Loan Amendment provides for (i) a
$100.0 million increase (the “Incremental 2031 Term Loan”) under the Company’s existing senior unsecured, 5.5-year term
loan facility (the “2031 Term Loan”), increasing the aggregate size of the 2031 Term Loan to $300 million, (ii) a $50.0
million increase (the “Incremental 2032 Term Loan” and, together with the Incremental 2031 Term Loan, the “Incremental
Term Loans”) under the Company’s existing senior unsecured, 7-year term loan facility (the “2032 Term Loan”),
increasing the aggregate size of the 2032 Term Loan to $300 million, and (iii) a new $400.0 million senior unsecured, 7-year delayed
draw term loan facility (the “2033 Term Loan”), which may be drawn until September 28, 2027. The 2033 Term Loan matures
on September 28, 2033 and is repayable at the Borrower’s option in whole or in part, subject to a prepayment premium equal
to (i) 2.0% of any amount repaid during the first year following the Closing Date and (ii) 1.0% of any amount repaid during
the second year following the Closing Date. Undrawn amounts under the 2033 Term Loan will accrue a ticking fee of 0.20% per annum, commencing
on the date which is 91 days following the Closing Date and ending on September 28, 2027.
The Incremental Term Loans were fully funded on
the Closing Date, and the 2033 Term Loan was undrawn as of the Closing Date. The Borrower used borrowings under the Incremental Term Loans
and the remaining $50.0 million draw under the 2032 Term Loan to repay in full the Borrower’s $200.0 million term loan that was
scheduled to mature in February 2028.
In addition to certain other amendments, the PNC
Term Loan Amendment reduced the applicable margin spread under the 2031 Term Loan by five basis points. From and after the Closing Date,
interest rates under the PNC Term Loan Agreement are determined by (A) in the case of the 2031 Term Loan, either (i) SOFR, plus
a margin ranging from 0.75% to 1.55%, or (ii) a Base Rate, plus a margin ranging from 0.00% to 0.55%, and (B) in the case of
the 2032 Term Loan and the 2033 Term Loan, either (i) SOFR, plus a margin ranging from 1.15% to 2.20%, or (ii) a Base Rate,
plus a margin ranging from 0.15% to 1.20%, in each case based on the Company’s credit rating and consolidated total leverage ratio.
Pursuant to the PNC Term Loan Amendment, the Company
and certain material subsidiaries of the Borrower reaffirmed their guarantee of the obligations under the PNC Term Loan Agreement and
certain hedging and cash management obligations of the Company and its subsidiaries thereunder.
Other Credit Agreement Amendments
On the Closing Date, the Borrower and the Company
also entered into amendments (collectively, the “Parallel Amendments”) to: (i) that certain Second Amended and Restated
Credit Agreement, dated as of January 15, 2025 (as amended by that certain First Amendment to Second Amended and Restated Credit
Agreement, dated as of September 25, 2025, the “Wells Fargo Credit Agreement”), by and among the Borrower, the Company,
the several institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent, (ii) that
certain Amended and Restated Credit Agreement, dated as of January 15, 2025 (as amended by that certain First Amendment to Amended
and Restated Credit Agreement, dated as of September 25, 2025, the “PNC Credit Agreement”), by and among the Borrower,
the Company, the several institutions party thereto, as lenders, and PNC, as Administrative Agent; and (iii) that certain Term Loan
Agreement, dated as of July 3, 2023 (as amended by that certain First Amendment to Term Loan Agreement, dated as of January 15,
2025, that certain Second Amendment to Term Loan Agreement, dated as of September 25, 2025, and that certain Third Amendment to Term
Loan Agreement, dated as of May 29, 2026, the “Truist Term Loan Agreement”), by and among the Borrower, the Company,
the several institutions party thereto, as lenders, and Truist Bank, as Administrative Agent. The Parallel Amendments implemented certain
conforming changes to each of the Wells Fargo Credit Agreement, the PNC Credit Agreement and the Truist Term Loan Agreement (collectively,
the “Existing Credit Agreements”), including reducing the applicable margin spread under the Wells Fargo Credit Agreement
and the PNC Credit Agreement.
Pursuant to each Parallel Amendment, the Company
and certain material subsidiaries of the Borrower reaffirmed their guarantee of the obligations under each of the Existing Credit Agreements
and certain hedging and cash management obligations of the Company and its subsidiaries thereunder.
The foregoing description of the PNC Term Loan
Amendment and the Parallel Amendments is not complete and is qualified in its entirety by reference to the PNC Term Loan Amendment, the
Amendment to the Wells Fargo Credit Agreement, the Amendment to the PNC Credit Agreement and the Amendment to the Truist Term Loan Agreement
filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K, and each such exhibit is
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit |
|
Description |
| 10.1# |
|
First
Amendment to Term Loan Agreement and Incremental Agreement, dated as of September 28, 2026, by and among NETSTREIT, L.P., NETSTREIT
Corp., the several institutions party thereto, as lenders, and PNC Bank, National Association, as Administrative Agent. |
| 10.2# |
|
Second
Amendment to Second Amended and Restated Credit Agreement, dated as of September 28, 2026, by and among NETSTREIT, L.P., NETSTREIT
Corp., the several institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent. |
| 10.3# |
|
Second
Amendment to Amended and Restated Credit Agreement, dated as of September 28, 2026, by and among NETSTREIT, L.P., NETSTREIT
Corp., the several institutions party thereto, as lenders, and PNC Bank, National Association, as Administrative Agent. |
| 10.4# |
|
Fourth
Amendment to Term Loan Agreement, dated as of September 28, 2026, by and among NETSTREIT, L.P., NETSTREIT Corp., the several
institutions party thereto, as lenders, and Truist Bank, as Administrative Agent. |
| 104 |
|
Cover
page interactive data file (embedded within the inline XBRL document). |
# Certain of the exhibits and schedules to this
exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits
and schedules to the Securities and Exchange Commission upon its request.
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. |
| |
|
|
| October 2, 2026 |
|
/s/ DANIEL DONLAN |
| Date |
|
Daniel Donlan |
| |
|
Chief Financial Officer and Treasurer |
| |
|
(Principal Financial Officer) |
