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2026-02-11
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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) |
