📑 What This Document Is 📄

This document is a Prospectus Supplement, filed under Rule 424(b)(5). Think of a prospectus supplement as an addendum to a larger legal disclosure document. It means NETSTREIT Corp. is planning a specific, large-scale sale of its stock, and this document provides all the legal fine print about how, when, and why they are selling the shares. The key takeaway is that this is not an operational update—it is purely a financing mechanism.

👉 You should expect to learn about the mechanics of the stock sale, who is involved, and the complex legal rules (especially regarding tax status) that govern the company's ability to raise this money.

🏢 What NETSTREIT Corp. Does 🌳

NETSTREIT Corp. is a company whose stock is traded on the New York Stock Exchange (NYSE) under the symbol “NTST.” While the filing is focused on selling stock, the company maintains a unique legal status—it has elected to be taxed as a Real Estate Investment Trust (REIT).

👉 Being a REIT is a specific tax election that gives the company favorable tax treatment (allowing it to pass most income to stockholders rather than paying corporate tax), but it also means it must strictly adhere to complex, mandated rules regarding its assets and ownership.

💰 The At-The-Market Stock Offering 📈

This entire supplement details a major "at-the-market" (ATM) equity offering. This is the company's primary objective and represents a planned raise of capital. Instead of selling all the shares at one fixed price, the ATM method allows them to sell shares as they are needed in the market, which is flexible for the company.

• Total Offering Size: The company has the authority to offer and sell shares with an aggregate potential gross sales price of up to $400,000,000.
• Agents Involved: The sale is managed by many major financial institutions acting as "sales agents" and "forward sellers," including Wells Fargo Securities, BofA Securities, Citigroup Global Markets Inc., and RBC Capital Markets, LLC.
• Already Sold: As of the date of this supplement, they have already sold shares with an aggregate offering price of approximately $256.1 million.
• Forward Agreements: They have entered into forward sale agreements for 12,777,902 shares that are currently unsettled. These agreements govern the future sale of shares through various dates, ranging from September 2026 through March 2027.

👉 Why it matters: The structure involving agents and forward sales ensures they have committed buyers and a flexible selling mechanism, allowing them to raise large amounts of cash over time.

📝 Selling the Shares: Mechanics and Commissions 🤝

The sale of the stock is handled by multiple parties under the Sales Agreement, including the sales agents (who help execute the trades) and the forward purchasers (the entities buying the shares). The agreement specifies the mechanics of the sale and the compensation for the agents.

• Sales Agent Commission: Each sales agent will receive a commission that will not exceed, but may be lower than, 1.5% of the gross sales price of all shares sold through it.
• Forward Seller Commission: The company pays the forward seller a commission, which cannot be more than 1.5% of the gross sales price of all borrowed shares sold by it.
• Sales Flexibility: The company has the flexibility to sell shares through multiple means, including directly on the New York Stock Exchange ("NYSE") or through private, negotiated transactions.

👉 Why it matters: Understanding these commissions shows that the costs of executing the offering are clearly defined, protecting the company and the agents involved.

📑 REIT Status and Tax Structure 🏛️

Since NETSTREIT Corp. operates as a REIT, its entire business model and legal compliance are tied to complex federal tax rules. The company must meet specific, ongoing requirements to maintain this advantageous tax status.

• The Core Test: A REIT must meet numerous "qualification tests" relating to its income and assets. Failure to meet these tests can lead to substantial penalty taxes.
• Ownership Restrictions: To qualify, the beneficial ownership of the stock must be held by at least 100 persons, and no more than 50% of the stock can be owned by five or fewer "individuals" during the last half of the taxable year.
• The Mandate: The company’s charter includes restrictions on the ownership and transfer of its stock specifically to help it maintain REIT compliance.
• The Role of the Board: The Board of Directors has the authority to revoke or terminate the REIT election if it determines that it is no longer in the company's best interest.

👉 Why it matters: The REIT designation is critical because it allows the company to avoid the "double taxation" that typically happens in regular corporations, making it highly attractive for investors and financing.

💰 Taxable REIT Subsidiaries (TRSs) 💡

The filing details how the company manages its complex tax structure by potentially using Taxable REIT Subsidiaries (TRSs). These subsidiaries help the company execute its business while adhering to tax law.

• Function of a TRS: A TRS is a fully taxable corporation that can earn income that might not qualify as income if earned directly by the parent REIT.
• Current Structure: The company currently has one TRS: NETSTREIT TRS.
• The Restriction: Overall, no more than 20% of the value of the REIT's assets may consist of stock or securities of one or more TRSs.
• Tax Impact: Because the subsidiary is taxed separately, the stock issued to the parent company is considered an asset, and any distributions are treated as dividend income.

👉 Why it matters: Using a TRS allows the company to engage in certain business activities (like certain types of investments or loans) that would otherwise violate the strict rules governing a REIT.

🏛️ Corporate Governance and Bylaws 💼

This section outlines the foundational rules that govern how the company is run, including voting procedures, director roles, and shareholder rights. It details the legal framework for management.

• Board Control: The board maintains significant control. It has the power to fix the number of directors and can amend the charter to change its name or make ministerial changes without shareholder approval.
• Removal of Directors: Directors can only be removed by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes.
• Special Meetings: Special meetings must be called by the board, the Chair, the President, or CEO, and special meeting topics must be strictly limited to those noted in the notice.
• Conflict Mitigation: The bylaws require advanced notice for both nominations and business proposals, a procedure intended to give the board and stockholders time to consider the proposals.

👉 Why it matters: These provisions establish a clear, centralized control structure, making it difficult for external forces (like activist investors) to force changes from the outside.

📜 Legal Protection and Waivers 🛡️

The filing includes highly detailed legal sections concerning indemnification, limited liability, and jurisdiction. These sections protect the company and its leadership from litigation risks.

• Director Protection: The company’s charter eliminates the liability of directors and officers for money damages, except in cases of active and deliberate dishonesty or receiving improper benefits.
• Indemnification: The company is obligated to indemnify directors and officers for expenses incurred while serving in that capacity. This protection is vital for drawing experienced leaders.
• Exclusive Forum: The bylaws designate the Circuit Court for Baltimore City, Maryland, or the U.S. District Court for the District of Maryland, Northern Division, as the sole and exclusive forum for most corporate claims, which simplifies legal action.

👉 Why it matters: These legal shields reassure the board and executives that they can make difficult business decisions without fear of personal financial liability.

⚖️ Passing on the Legal Details and Risks 🚨

A substantial portion of the supplement addresses the general legal requirements and rules. This tells investors exactly what they are agreeing to when they buy the stock.

• Disclaimer: The document repeatedly warns that its information is accurate only as of the date of the filing (April 21, 2026) and that the company’s financial condition or prospects could have changed since that date.
• Statutory Authority: The company notes that underwriters and agents may be deemed "underwriters" under the Securities Act, and any commissions received may be classified as underwriting discounts or commissions.
• Tax Law Changes: The document highlighted that legislation known as the One Big Beautiful Bill Act (OBBBA) permanently extended certain tax provisions, including a change to the REIT asset test limit for taxable years beginning after December 31, 2025, which increases from 20% to 25%.

👉 Why it matters: This section is a mandatory risk warning, ensuring that investors fully understand the complex legal and regulatory environment surrounding the offering.

📞 Where to Get More Information 🗺️

If an investor needs more context or has questions about the transaction, this section provides the key contacts and ongoing resources.

• Investor Relations: For physical copies of the supplement or additional information, investors can call (972) 200-7100 or submit a written request to NETSTREIT Corp., 2021 McKinney Avenue, Suite 1150, Dallas, Texas 75201, Attention: Investor Relations.
• Websites: The general company website is http://www.NETSTREIT.com.
• SEC Filings: The SEC website provides regulatory reports at http://www.sec.gov.

🧠 The Analogy 🏗️

Selling shares through an "At-The-Market" (ATM) offering is like running a specialty butcher shop that sells expensive cuts of meat. Instead of selling a massive, fixed supply of meat on one day (a single IPO price), the butcher has a contract that allows him to sell meat (shares) in small, flexible batches, throughout the day, at whatever the current market price is. This ensures he can sell as much as the market demands, without having to panic if the demand is too high on any single day.

🧩 Final Takeaway 💡

NETSTREIT Corp. is executing a major capital raise of up to $400 million using a flexible "at-the-market" process. The core complexity lies in the company's strict REIT tax structure, which requires adherence to rigorous corporate governance and asset ownership rules to maintain its beneficial tax status.