NetSTREIT Corp美股招股说明书(2026-02-13版)

NETSTREIT CORP.10,980,000 SHARES OF COMMON STOCK This is a public offering of our common stock, $0.01 par value per share (“common stock”). We have entered into a forward sale agreement with each of Wells FargoBank, National Association and Bank of America, N.A., which we refer to in this capacity as the forward purchasers. In connection with the forward sale agreements, theforward purchasers or their affiliates are borrowing from third parties and selling to the underwriters an aggregate of 10,980,000 shares of our common stock (or anaggregate of 12,627,000 shares of our common stock if the underwriters’ option to purchase additional shares is exercised in full) that will be delivered in this offering.We will not initially receive any proceeds from the sale of shares of our common stock by the forward purchasers. We expect to physically settle the forward sale agreements (by the delivery of shares of our common stock) and receive proceeds from the sale of those shares of our common stock upon one or more forward settlementdates no later than February 11, 2027. We may also elect to cash settle or net share settle all or a portion of our obligations under a forward sale agreement if we conclude itis in our best interest to do so. If we elect to cash settle a forward sale agreement, we may not receive any proceeds and we may owe cash to the relevant forward purchaserin certain circumstances. If we elect to net share settle a forward sale agreement, we will not receive any proceeds, and we may owe shares of our common stock to therelevant forward 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 all of the shares of our common stock to be sold by it to theunderwriters, we will issue and sell to the underwriters a number of shares of our common stock equal to the number of shares of our common stock that such forwardpurchaser or its affiliate did not sell and the number of shares underlying the relevant forward sale agreement will be decreased in respect of the number of shares that weissue and sell. Our common stock is listed on The New York Stock Exchange (“NYSE”) under the trading symbol “NTST.” On February10, 2026, the last reported sale price of ourcommon stock on the NYSE was $19.28 per share.We have elected to be taxed as a real estate investment trust (“REIT”) under the U.S. federal income tax laws. To assist us in maintaining our qualification as a REIT, among other reasons, our charter generally limits beneficial ownership of our capital stock by any person to no more than 9.8% in value or number of shares, whichever ismore restrictive, of our outstanding common stock or of any class or series of our preferred stock, or more than 9.8% of the aggregate value of all our outstanding stock.Our charter contains various other restrictions on the ownership and transfer of shares of our stock. See “Description of Capital Stock — Restrictions on Ownership andTransfer” in the accompanying prospectus. Investing in our common stock involves risks. Before making a decision to invest in our common stock, you should carefully consider the risks described under the headingentitled “Risk Factors” beginning on pageS-7of this prospectus supplement and those included under the same title in our Annual Report on Form10-K filed by us with theSecurities and Exchange Commission on February10, 2026 and in the other documents incorporated by reference into this prospectus supplement and the accompanyingprospectus.Per ShareTotal(1) Public offering price (1)(2)Assumes no exercise of the underwriters’ option to purchase additional shares described below.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 and estimated expenses, of $200.3 million upon full physicalsettlement of the forward sale agreements, which we expect to occur no later than February 11, 2027. For the purposes of calculating the aggregate net proceeds tous, we have assumed that the forward sale agreements will be fully physically settled based on the initial forward sale price of $18.24 per share, which is the publicoffering price less the underwriting discount shown above. The forward sale price is subject to adjustment pursuant to the terms of each of the forward saleagreements, and the actual proceeds, if any, to us will be calculated as described in this prospectus supplement. Although we expect to settle the forward saleagreements entirely by the full physical delivery of shares of our common stock in exchange for cash proceeds, we may elect cash settlement or net share settlementfor all or a portion of our obligations under any forward sale agreement. See “Underwriting — Forward Sale Agreements” for a description of the forward saleagreements.We have granted the underwriters an option t