NetSTREIT Corp. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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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.
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) |