[S-8] NetSTREIT Corp. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Form 8-K - Material Definitive Agreement

On 22-Jul-2025 Where Food Comes From, Inc. (WFCF) signed a Redemption and Purchase Agreement with Progressive Beef, LLC. Progressive Beef redeemed WFCF’s 10 % membership interest, effective 30-Jun-2025, for approximately $1.8 million in cash and the surrender of 12,585 WFCF common shares.

WFCF originally purchased the stake on 9-Aug-2018 for about $1.0 million, funded with cash and stock, and has since received over $1.6 million in dividends. The exit therefore converts the investment into cash at a premium to original cost and marginally reduces shares outstanding. The agreement contains customary representations and warranties; the full contract is filed as Exhibit 2.1. No additional financial statements or guidance were provided.

Positive

• $1.8 million cash inflow exceeds the original $1.0 million investment cost.
• Company has already collected $1.6 million in dividends prior to exit, yielding strong overall return.
• Surrender of 12,585 shares marginally reduces share count, delivering a small anti-dilutive effect.

Negative

• WFCF forgoes future dividend income from Progressive Beef after divestiture.
• Filing lacks pro-forma financial impact, leaving uncertainty on earnings effect.

Insights

Financial Analyst

TL;DR: WFCF exits Progressive Beef with cash gain and small share buy-back; future income stream foregone.

The $1.8 million cash proceeds exceed the 2018 purchase cost by roughly 80 %, before considering the $1.6 million dividends already collected. Total cash return is therefore ~3.4× invested capital, freeing liquidity for core operations while slightly shrinking the float (12,585 shares ≈0.1 % of basic shares). Although the company relinquishes future dividends from Progressive Beef, the realized gain de-risks the balance sheet and may be redeployed at higher return. No contingent liabilities or earn-outs are disclosed, suggesting a clean exit.

Corporate Governance Expert

TL;DR: Straightforward related-party exit; customary reps & warranties limit governance risk.

The filing shows a clear transaction structure, timely disclosure and inclusion of the full agreement as Exhibit 2.1, supporting transparency. No insider conflicts or unusual terms are noted. Absence of pro-forma impact data limits shareholders’ ability to gauge earnings dilution from lost dividends, but materiality appears low relative to WFCF’s scale. Overall governance impact is neutral.

As filed with the United States Securities and Exchange Commission on July 23, 2025 

Registration No. 333-          

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM S-8 

REGISTRATION STATEMENT 

UNDER 

THE SECURITIES ACT OF 1933

NETSTREIT Corp. 

(Exact Name of Registrant as Specified in Its Charter)

Maryland		84-3356606
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

2021 McKinney Avenue 

Suite 1150 

Dallas, Texas 75201 

972-200-7100 

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

NETSTREIT Corp. Amended and Restated 2019 Omnibus Incentive Compensation Plan 

(Full title of the plan)

Mark Manheimer 

President and Chief Executive Officer 

NETSTREIT Corp. 

2021 McKinney Avenue 

Suite 1150 

Dallas, Texas 75201 

972-200-7100

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) 

Copies to:

Christina L. Roupas 

Courtney M.W. Tygesson 

Cooley LLP 

110 North Wacker Drive 

Suite 4200 

Chicago, IL 60606 

312-881-6500 

312-881-6598 (Facsimile)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		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 7(a)(2)(B) of the Securities Act ¨

EXPLANATORY NOTE

On March 20, 2025, the Compensation Committee of the Board of Directors of NETSTREIT Corp. (the “Company”) approved the amendment and restatement of the NETSTREIT Corp. Amended and Restated 2019 Omnibus Incentive Compensation Plan (the “Plan”), subject to approval by stockholders at the Company’s 2025 annual meeting of stockholders to, among other things, increase the number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), reserved for issuance under the Plan by 2,200,000 shares. On May 15, 2025, the Company’s stockholders approved the Plan.

Accordingly, the Company is filing this registration statement on Form S-8 (the “Registration Statement”) to register an additional 2,200,000 shares of Common Stock that may be issued and sold under the Plan. Pursuant to General Instruction E of Form S-8, the Company hereby incorporates by reference into this Registration Statement the contents of the prior registration statements on Form S-8 relating to the Plan, filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2020 (Commission File No. 333-246385) and October 30, 2020 (Commission File No. 333-249739).

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act, and the instructions to Form S-8. In accordance with the rules and regulations of the SEC and the instructions to Form S-8, such documents are not being filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant is incorporating by reference into this Registration Statement the filings listed below and any additional documents that the Registrant may file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, except the Registrant is not incorporating by reference any information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and corresponding information furnished under Item 9.01 as an exhibit thereto:

· the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 24, 2025;

· the information specifically incorporated by reference into Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 from the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 28, 2025;

· the Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025 filed with the SEC on April 28, 2025 and July 23, 2025, respectively;

· the Registrant’s Current Reports on Form 8-K filed with the SEC on January 7, 2025, January 17, 2025, January 29, 2025 and May 20, 2025; and

· the description of the Registrant’s shares of Common Stock contained in the Registration Statement on Form 8-A pursuant to Section 12(b) of the Exchange Act, as filed with the SEC on August 12, 2020, including any amendment or report filed for the purpose of updating such descriptions, including Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2020.

Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded to the extent that a statement contained herein, or in any subsequently filed document that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit No.		Description
4.1		Conformed Articles of Amendment and Restatement of NETSTREIT Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23, 2023).
4.2		Amended and Restated Bylaws of NETSTREIT Corp. (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23, 2023).
4.3		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Form S-11 (File No. 333-239911) filed with the SEC on July 17, 2020).
4.4+		NETSTREIT Corp. Amended and Restated 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on July 23, 2025).
5.1*		Opinion of Venable LLP (filed herewith).
23.1*		Consent of KPMG (filed herewith).
23.2*		Consent of Venable LLP (included in Exhibit 5.1 to this Registration Statement).
24.1*		Power of Attorney (included on the signature page to this Registration Statement).
107*		Filing Fee Table.

* Filed herewith.

+ Management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on July 23, 2025.

NETSTREIT Corp.

/s/ Mark Manheimer

Name: Mark Manheimer

Title: President, Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark Manheimer and Daniel Donlan, or each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement on Form S-8 of NETSTREIT Corp. and any subsequent registration statements related thereto pursuant to Instruction E to Form S-8 (and all further amendments, including post-effective amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and generally to do all such things in their names and behalf in their capacities as officers and directors to enable the registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated.

Signature		Capacity in Which Signed		Date
/s/ Mark Manheimer Mark Manheimer		President, Chief Executive Officer, Secretary and Director (Principal Executive Officer)		July 23, 2025
/s/ Daniel Donlan Daniel Donlan		Chief Financial Officer and Treasurer (Principal Financial Officer)		July 23, 2025
/s/ Sofia Chernylo Sofia Chernylo		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)		July 23, 2025
/s/ Lori Wittman Lori Wittman		Chairman of the Board of Directors		July 23, 2025
/s/ Michael Christodolou Michael Christodolou		Director		July 23, 2025
/s/ Heidi Everett Heidi Everett		Director		July 23, 2025
/s/ Todd Minnis Todd Minnis		Director		July 23, 2025
/s/ Matthew Troxell Matthew Troxell		Director		July 23, 2025
/s/ Robin Zeigler Robin Zeigler		Director		July 23, 2025

FAQ

Why did WFCF file an 8-K on July 22, 2025?

The company disclosed entry into a Redemption and Purchase Agreement to sell its 10 % stake in Progressive Beef.

How much cash will WFCF receive from the Progressive Beef redemption?

The agreement provides approximately $1.8 million in cash to WFCF.

What was WFCF’s original investment in Progressive Beef?

On 9-Aug-2018 WFCF invested about $1.0 million (cash and stock) for a 10 % membership interest.

How many shares are being surrendered to WFCF as part of the deal?

Progressive Beef will surrender 12,585 shares of WFCF common stock.

Will WFCF continue to receive dividends from Progressive Beef?

No. The redemption eliminates WFCF’s ownership interest, ending future dividend entitlement.

Where can investors find the full contract terms?

The complete Redemption and Purchase Agreement is filed as Exhibit 2.1 to the 8-K.