NETSTREIT completes 12,627,000 share offering

NETSTREIT Corp. completed a public offering structured as a forward equity sale involving 12,627,000 shares of common stock at a public offering price of $19.00 per share.

Accepted by SEC EDGAR 02/13/2026 - 04:09 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

NETSTREIT Corp. completed a public offering structured as a forward equity sale involving 12,627,000 shares of common stock at a public offering price of $19.00 per share. This total includes 1,647,000 shares issued under an underwriters’ option that was fully exercised.

Forward purchasers affiliated with Wells Fargo and Bank of America borrowed and sold the 12,627,000 shares to the underwriters under Forward Sale Agreements. NETSTREIT will not initially receive any cash from these sales. The company expects to physically settle the forward agreements by delivering shares and receiving proceeds on one or more dates no later than February 11, 2027, but it may instead elect cash or net share settlement under certain circumstances.

Insights

Equity capital markets analyst

NETSTREIT uses a forward equity structure to lock in pricing while deferring issuance and cash receipts.

NETSTREIT completed a public offering of 12,627,000 common shares at $19.00 per share through Forward Sale Agreements with Wells Fargo and Bank of America. The forward purchasers borrowed and sold the shares to underwriters, so investors already bought stock at a defined price.

The company “will not initially receive any proceeds” because the shares came from borrowings, not new issuance. NETSTREIT expects to physically settle the forwards by delivering shares and receiving cash by February 11, 2027, but it can also choose cash or net share settlement, which might result in reduced or even negative cash flow to the company depending on market conditions.

This structure gives NETSTREIT committed equity capital at a set reference price with timing flexibility for actual share issuance. The ultimate financial impact will depend on how and when it settles each Forward Sale Agreement and the stock price at settlement relative to the offering price.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NETSTREIT Corp. (NTST) announce in this Form 8-K?

NETSTREIT Corp. reported completion of a public offering of 12,627,000 common shares at $19.00 per share through Forward Sale Agreements. The transaction involves forward purchasers affiliated with Wells Fargo and Bank of America and uses the company’s existing Form S-3 shelf registration.

How many NETSTREIT (NTST) shares were sold and at what price?

A total of 12,627,000 NETSTREIT common shares were sold at a public offering price of $19.00 per share. This number includes 1,647,000 shares issued under a 30-day underwriters’ option, which the underwriters fully exercised the day after pricing.

Does NETSTREIT (NTST) receive cash proceeds from this offering now?

NETSTREIT will not initially receive any proceeds from the sale of the 12,627,000 shares, because they were borrowed and sold by forward purchasers. The company expects to receive cash later when it physically settles the Forward Sale Agreements by delivering shares.

When will NETSTREIT (NTST) settle the Forward Sale Agreements?

NETSTREIT expects to physically settle the Forward Sale Agreements by delivering shares of common stock on one or more forward settlement dates occurring no later than February 11, 2027. Settlement timing and method remain at the company’s discretion within that outside date.

Can NETSTREIT (NTST) choose cash or net share settlement instead of delivering all shares?

Yes. NETSTREIT may elect to cash settle or net share settle all or part of any Forward Sale Agreement if it determines this is in the company’s best interest. If it chooses cash settlement, the company might receive no proceeds and could owe cash to the forward counterparty.

Under which registration statement was the NETSTREIT (NTST) offering made?

The offering was made under NETSTREIT’s automatic shelf registration statement on Form S-3, File No. 333-281479. That registration became effective upon filing on August 12, 2024 and was supplemented by a prospectus supplement dated February 11, 2026 for this transaction.

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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): February 11, 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)		(I.R.S. 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 Symbols	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 February 13, 2026, NETSTREIT Corp., a Maryland corporation (the “Company”), completed a public offering of 12,627,000 shares of its common stock, $0.01 per share (the “Common Stock”), including 1,647,000 shares sold pursuant to the Underwriters’ (as defined below) option, at the public offering price of $19.00 per share of Common Stock (the “Offering”), pursuant to an underwriting agreement, dated February 11, 2026 (the “Underwriting Agreement”), among (i) the Company, (ii) NETSTREIT, L.P., (iii) Wells Fargo Bank, National Association (“Wells Fargo”) and Bank of America, N.A. (“Bank of America”), in their capacity as forward purchasers, (iv) Wells Fargo and Bank of America, in their capacity as forward counterparties and (v) Wells Fargo Securities, LLC and BofA Securities, Inc., 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 1,647,000 additional shares of Common Stock on the same terms and conditions, which the Underwriters exercised in full on February 12, 2026. 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 Wells Fargo and Bank of America, 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 12,627,000 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), including the base prospectus therein, which became effective upon filing with the Securities and Exchange Commission on August 12, 2024, as supplemented by the prospectus supplement dated February 11, 2026 relating to the Offering.

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 February 11, 2027. 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 February 11, 2026, between the Company and Wells Fargo.
1.2+		Forward Sale Agreement, dated as of February 11, 2026, between the Company and Bank of America.
1.3+		Forward Sale Agreement, dated as of February 12, 2026, between the Company and Wells Fargo.
1.4+		Forward Sale Agreement, dated as of February 12, 2026, between the Company and Bank of America.
1.5+		Underwriting Agreement, dated February 11, 2026, by and among the Company, NETSTREIT, L.P., Wells Fargo and Bank of America, in their capacity as forward purchasers, Wells Fargo and Bank of America, in their capacity as forward counterparties and Wells Fargo Securities, LLC and BofA Securities, Inc., as representatives of the several underwriters named therein.
5.1		Opinion of Morrison & Foerster LLP.
8.1		Opinion of Morrison & Foerster LLP regarding tax matters.
23.1		Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
23.2		Consent of Morrison & Foerster LLP (included in Exhibit 8.1).
104		Cover page interactive data file (embedded within the inline XBRL document).

+ Certain of the schedules and attachments to this exhibit have been omitted in accordance with Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request.

SIGNATURES

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.
February 13, 2026		/s/ DANIEL DONLAN
Date		Daniel Donlan
		Chief Financial Officer and Treasurer
		(Principal Financial Officer)

Filing Exhibits & Attachments

10 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 153.7 KB
• EX-1.2 EXHIBIT 1.2 153.6 KB
• EX-1.3 EXHIBIT 1.3 151.7 KB
• EX-1.4 EXHIBIT 1.4 152.4 KB
• EX-1.5 EXHIBIT 1.5 280.0 KB
• EX-5.1 EXHIBIT 5.1 12.3 KB
• EX-8.1 EXHIBIT 8.1 15.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB