NETSTREIT Corp. (the “Company”) announced today that it has priced a public offering of 10.980.000 shares of its common stock at a public offering price of $19.00 per share in connection with the forward sale agreements described below. The Company has granted the underwriters a 30-day option to purchase up to an additional 1.647.000 shares of common stock. The offering is expected to close on February 13. 2026. subject to customary closing conditions.
Wells Fargo Securities and BofA Securities are acting as book-running managers and representatives of the underwriters for the offering. Jefferies, Truist Securities, Mizuho, Capital One Securities, Scotiabank, Huntington Capital Markets, Regions Securities LLC, BTIG, RBC Capital Markets, Stifel and TD Securities are acting as joint book-running managers for the offering. Baird, Wolfe Capital Markets and Advisory, Ramirez & Co., Inc. and Lucid Capital Markets are acting as co-managers for the offering.
The Company has entered into forward sale agreements with affiliates of Wells Fargo Securities and BofA Securities (the “forward purchasers”) with respect to 10.980.000 shares of its common stock (and expects to enter into forward sale agreements with respect to an aggregate of 12.627.000 shares if the underwriters exercise their option to purchase additional shares in full). In connection with the forward sale agreements, the forward purchasers or their affiliates are expected to borrow and sell to the underwriters an aggregate of 10.980.000 shares of the common stock that will be delivered in this offering (or an aggregate of 12.627.000 shares if the underwriters exercise their option to purchase additional shares in full). Subject to its right to elect cash or net share settlement, which right is subject to certain conditions, the Company intends to deliver, upon physical settlement of such forward sale agreements on one or more dates specified by the Company occurring no later than February 11. 2027. an aggregate of 10.980.000 shares of its common stock (or an aggregate of 12.627.000 shares if the underwriters exercise their option to purchase additional shares in full) to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price, less underwriting discounts and commissions, and will be subject to certain adjustments as provided in the forward sale agreements.
The Company initially will not receive any proceeds from the sale of shares of its common stock by the forward purchasers. The Company expects to contribute the net proceeds, if any, it receives upon the future settlement of the forward sale agreements to its operating partnership in exchange for common units of limited partnership in the operating partnership and the operating partnership intends to use the net proceeds for general corporate purposes, which may include the repayment of amounts outstanding from time to time under the Company’s revolving credit facility, and funding of acquisitions of properties and development activities in the Company’s pipeline. Selling common stock through the forward sale agreements enables the Company to set the price of such shares upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company until the expected funding requirements described above have occurred.
The offering is being made pursuant to the Company’s shelf registration statement on Form S-3. which became automatically effective upon filing with the U.S. Securities and Exchange Commission on August 12. 2024. Copies of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained, when available, by contacting Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402. at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com and BofA Securities, Attention: Prospectus Department, NC1-022-02-25. 201 North Tryon Street, Charlotte, North Carolina 28255-0001 or by email at dg.prospectus_requests@bofa.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
