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424B5 1 tm2612014-2_424b5.htm 424B5 tm2612014-2_424b5 - none - 8.3030092s

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-281479

Prospectus Supplement
(to Prospectus dated August 12, 2024)

$400,000,000

Common Stock

We have entered into an at the market (“ATM”) equity offering sales agreement, dated April 21, 2026, with Wells Fargo Securities, LLC, BofA Securities, Inc., Robert W. Baird & Co. Incorporated (“Baird”), BNY Mellon Capital Markets, LLC (acting through BTIG, LLC as agent) (“BNY Mellon”), BTIG, LLC (“BTIG”), Cantor Fitzgerald & Co., Capital One Securities, Inc. (“Capital One”), Citigroup Global Markets Inc., Huntington Securities, Inc. (“Huntington”), Jefferies LLC (“Jefferies”), Mizuho Securities USA LLC, Nomura Securities International, Inc., RBC Capital Markets, LLC, Regions Securities LLC (“Regions”), Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated (“Stifel”), StoneX Financial Inc. (“StoneX Financial”), TD Securities (USA) LLC and Truist Securities, Inc. as sales agents and/or principals (except in the case of StoneX Financial and BNY Mellon), and as forward sellers (except in the case of BTIG and Capital One) (in any such capacity, each an “agent” and collectively, the “agents”) relating to the offer and sale of shares of our common stock from time to time (the “Sales Agreement”). In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock, par value $0.01 per share, having an aggregate offering price of up to $400,000,000. We refer to the agents, when acting in their capacity as sales agents, individually as a “sales agent” and collectively as “sales agents.” The Sales Agreement provides that, in addition to the issuance and sale of common stock by us through a sales agent acting as a sales agent or directly to the sales agent acting as principal for its own account at a price agreed upon at the time of sale, we also may enter into forward sale agreements with Wells Fargo Bank, National Association, Bank of America, N.A., Baird, The Bank of New York Mellon, The Bank of Nova Scotia, CF Secured, LLC, Citibank, N.A., Huntington, Jefferies, Mizuho Markets Americas LLC, Nomura Global Financial Products Inc., Regions, Royal Bank of Canada, Stifel, StoneX Financial, The Toronto-Dominion Bank and Truist Bank, or their respective affiliates. We refer to these entities, when acting as forward purchasers, individually as a “forward purchaser” and collectively as “forward purchasers.” In connection with any forward sale agreement, the relevant forward purchaser will borrow from third parties and, through the relevant agent, acting as sales agent for such forward purchaser (an agent, in such capacity, each, a “forward seller” and collectively, the “forward sellers”), sell a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward sale agreement. In no event will the aggregate number of shares of our common stock sold through the sales agents or forward sellers (or directly to the sales agents, acting as principals) under the Sales Agreement, under any terms agreement, and under any forward sale agreement have an aggregate gross sales price in excess of $400 million. As of the date of this prospectus supplement, we have sold shares of our common stock with an aggregate offering price of approximately $256.1 million (including unsettled shares subject to forward sale agreements) under an ATM Equity Offering Sales Agreement, dated August 12, 2024 (the “Prior Sales Agreement”), relating to the offering of shares of our common stock having an aggregate gross sales price of up to $300 million (the “2024 ATM Program”). As of the date of this prospectus supplement, we have entered into forward sale agreements with respect to an aggregate of 12,777,902 shares of our common stock that remain unsettled under (i) our previous $300 million at-the-market equity program, which was established in October 2023 and terminated in August 2024 and (ii) the 2024 ATM Program. We may physically settle these forward agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares on one or more forward settlement dates, which shall occur no later than the stated maturity dates ranging from September 2026 through March 2027. In connection with entering into the Sales Agreement, we terminated the Prior Sales Agreement.

Sales, if any, of shares of our common stock, as contemplated by this prospectus supplement, made through the sales agents, acting as our sales agents, or the forward sellers, acting as agents for the applicable forward purchaser, may be made by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the New York Stock Exchange (“NYSE”), on any other primary trading market for our common stock or to or through a market maker (which may include block transactions). With our prior consent, the sales agents may also sell shares of our common stock in privately negotiated transactions. Furthermore, under the terms of the Sales Agreement, we may also sell shares of our common stock to one or more of the sales agents as principal for its own account at a price agreed upon at the time of sale. If we sell shares to one or more of the sales agents as principal, we will enter into a separate terms agreement setting forth the terms of such transaction, and we will describe the agreement in a prospectus supplement or pricing supplement.

	Page
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-iii
PROSPECTUS SUPPLEMENT SUMMARY		S-1
RISK FACTORS		S-5
USE OF PROCEEDS		S-8
PLAN OF DISTRIBUTION		S-9
U.S. FEDERAL INCOME TAX CONSIDERATIONS		S-15
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-16
WHERE YOU CAN FIND MORE INFORMATION		S-17
EXPERTS		S-18
LEGAL MATTERS		S-18

	Page
Prospectus
ABOUT THIS PROSPECTUS		2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
OUR COMPANY		5
RISK FACTORS		6
USE OF PROCEEDS		7
DESCRIPTION OF THE SECURITIES WE MAY OFFER		8
DESCRIPTION OF OUR CAPITAL STOCK		9
DESCRIPTION OF WARRANTS		20
DESCRIPTION OF DEBT SECURITIES		22
DESCRIPTION OF DEPOSITARY SHARES		29
PLAN OF DISTRIBUTION		30
U.S. FEDERAL INCOME TAX CONSIDERATIONS		33
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		54
WHERE YOU CAN FIND MORE INFORMATION		55
EXPERTS		56
LEGAL MATTERS		57

SEC Form 424B5 filed by NetSTREIT Corp.