NetSTREIT Corp美股招股说明书(2025-07-24版)

NETSTREIT CORP.9,000,000 SHARES OF COMMON STOCK This is a public offering of our common stock, $0.01 par value per share (“common stock”). We haveentered into a forward sale agreement with each of Bank of America, N.A. and Wells Fargo Bank, NationalAssociation, which we refer to in this capacity as the forward purchasers. In connection with the forwardsale agreements, the forward purchasers or their affiliates are borrowing from third parties and selling to theunderwriters an aggregate of 9,000,000 shares of our common stock (or an aggregate of 10,350,000 sharesof our common stock if the underwriters’ option to purchase additional shares is exercised in full) that willbe delivered in this offering. We will not initially receive any proceeds from the sale of shares of our common stock by the forwardpurchasers. We expect to physically settle the forward sale agreements (by the delivery of shares of ourcommon stock) and receive proceeds from the sale of those shares of our common stock upon one or moreforward settlement dates no later than, 2026. We may also elect to cash settle or net share settle allor a portion of our obligations under a forward sale agreement if we conclude it is in our best interest to doso. If we elect to cash settle a forward sale agreement, we may not receive any proceeds and we may owecash to the relevant forward purchaser in certain circumstances. If we elect to net share settle a forward saleagreement, we will not receive any proceeds, and we may owe shares of our common stock to the relevantforward purchaser in certain circumstances. See “Underwriting — Forward Sale Agreements.” If any forward purchaser or its affiliate does not sell on the anticipated closing date of this offering allof the shares of our common stock to be sold by it to the underwriters, we will issue and sell to theunderwriters a number of shares of our common stock equal to the number of shares of our common stockthat such forward purchaser or its affiliate did not sell and the number of shares underlying the relevantforward sale agreement will be decreased in respect of the number of shares that we issue and sell. Our common stock is listed on The New York Stock Exchange (“NYSE”) under the trading symbol“NTST.” On July 23, 2025, the last reported sale price of our common stock on the NYSE was $17.88 pershare. We have elected to be taxed as a real estate investment trust (“REIT”) under the U.S. federal incometax laws. To assist us in maintaining our qualification as a REIT, among other reasons, our charter generallylimits beneficial ownership of our capital stock by any person to no more than 9.8% in value or number ofshares, whichever is more restrictive, of our outstanding common stock or of any class or series of ourpreferred stock, or more than 9.8% of the aggregate value of all our outstanding stock. Our charter containsvarious other restrictions on the ownership and transfer of shares of our stock. Investing in our common stock involves risks. You should read the section titled “Risk Factors” beginningon pageS-7and in the documents incorporated by reference into this prospectus supplement before investing inour securities. (2)See “Underwriting” for additional disclosure regarding underwriting compensation. (3)We expect to receive net proceeds from the sale of the shares of our common stock, before fees andestimated expenses, of $million upon full physical settlement of the forward sale agreements,which we expect to occur no later than, 2026. For the purposes of calculating the aggregate netproceeds to us, we have assumed that the forward sale agreements will be fully physically settled basedon the initial forward sale price of $per share, which is the public offering price less theunderwriting discount shown above. The forward sale price is subject to adjustment pursuant to theterms of each of the forward sale agreements, and the actual proceeds, if any, to us will be calculated asdescribed in this prospectus supplement. Although we expect to settle the forward sale agreementsentirely by the full physical delivery of shares of our common stock in exchange for cash proceeds, wemay elect cash settlement or net share settlement for all or a portion of our obligations under anyforward sale agreement. See “Underwriting — Forward Sale Agreements” for a description of theforward sale agreements. We have granted the underwriters an option to purchase up to an additional 1,350,000 shares of ourcommon stock at the public offering price, less the underwriting discounts, within 30days from the date ofthis prospectus supplement. Upon any exercise of such option, we will use commercially reasonable bestefforts to enter into additional forward sale agreements with the forward purchasers in respect of the numberof shares that are subject to the exercise of such option. Unless the context requires otherwise, the term“forward sale agreements” as used in this prospectus supplement includes any additional forward sal