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Item 1. Business

2026-02-10 compared with 2025-02-24 · 32 added, 46 removed, 155 unchanged (33% of the section changed)

Business Overview

We are an internally managed real estate company that acquires, owns, and manages a diversified portfolio of single-tenant, retail commercial real estate subject to long-term net leases with high credit quality tenants across the United States.

We are an internally managed real estate company that acquires, owns, and manages a diversified portfolio of single-tenant commercial retail properties, subject to long-term net leases with high-credit-quality tenants across the United States.

We also invest in property developments and mortgage loans secured by real estate.

As of December 31, 2024, we owned or had investments in 687 properties that were diversified by tenant, industry, and geography, including 98 different tenants, across 26 retail sectors in 45 states, excluding five property developments where rent has yet to commence.

We focus on tenants in industries where a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including home improvement, auto parts, drug stores and pharmacies, general retail, grocers, convenience stores, discount stores, and quick-service restaurants, all of which we refer to as defensive retail industries.

As of December 31, 2025, we owned or had investments in 761 properties diversified by tenant, industry, and geography, comprising 129 different tenants across 28 retail sectors in 45 states.

This includes three property developments where rent has not yet commenced.

We focus on tenants in industries where we believe a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including grocers, convenience stores, discount stores, home improvement, quick-service restaurants, general retail, and auto parts, all of which we refer to as defensive retail industries.

As of December 31, 2025, our investments generated ABR 1 of $198.3 million.

Approximately 44% of our ABR is from investment grade 2 credit rated tenants and an additional 14% of our ABR is derived from tenants with an investment grade profile 3 .

Our portfolio was 99.9% occupied and, excluding mortgage loans receivable, had a weighted average remaining lease term (“WALT”) of 9.8 years, which we believe provides a strong, stable source of recurring cash flow.

Our portfolio was 99.9% occupied and, excluding mortgage loans receivable, had a weighted average remaining lease term (“WALT”) of 10.1 years.

We were formed as a Maryland corporation on October 11, 2019, and our common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “NTST” on August 13, 2020.

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NETSTREIT GP, LLC, a wholly-owned subsidiary of the Company, is the sole general partner of our operating partnership.

As of December 31, 2024, we owned 99.5% of the limited partnership interests in our operating partnership.

As of December 31, 2025, we owned 99.6% of the units of limited partnership interests in our operating partnership (“OP Units”).

We have elected to be treated and qualify as a REIT for U.S.

federal income tax purposes.

Recent Financing Activities

January 2025 Debt Transactions

On January 15, 2025, the Company amended its existing credit agreements agented by PNC Bank, National Association (the “PNC Credit Agreement”), Wells Fargo Bank, National Association (the “Wells Fargo Credit Agreement”) and Truist Bank (the “Truist Credit Agreement”).

The PNC Credit Agreement was amended and restated and provides for:

a new $175.0 million senior unsecured term loan (the “2030 Term Loan B”);

an existing $200.0 million senior unsecured term loan, which was fully funded under the existing PNC Credit Agreement (the “2028 Term Loan”);

and an upsized $500.0 million senior unsecured revolving credit facility (increased from $400 million under the existing PNC Credit Agreement) (the “Revolver”).

The 2030 Term Loan B and the upsized Revolver initially mature in January 2029 and include, at the Company’s election, a one-year option to extend the maturity to January 2030.

The 2030 Term Loan B was fully funded on the closing date and the Company has hedged the entire $175.0 million 2030 Term Loan B at an all-in fixed interest rate of 5.12% through January 2030.

The Wells Fargo Credit Agreement was amended and restated to extend the maturity date of the existing $175.0 million senior unsecured term loan (the “2030 Term Loan A” or, prior to the extended maturity, referred to as the “2027 Term Loan”) thereunder from January 2027 to January 2029 with an option, at the Company’s election, to extend the maturity to January 2030.

The Truist Credit Agreement governs existing term loans thereunder (the “2029 Term Loan”).

Among other changes, each of the PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement were also amended to remove certain financial covenants and provide for revised, improved pricing when the Company meets certain investment grade rating and leverage targets.

During 2024, we entered into forward sale agreements with respect to an aggregate 1,895,647 shares of common stock under our at-the-market (“ATM”) program at a weighted average price of $17.63 per share that remain unsettled.

We may physically settle the forward sale agreements (by the 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 December 31, 2025.

1 Annualized base rent (“ABR”) is annualized base rent as of December 31, 2024, for all leases that commenced, and annualized cash interest on mortgage loans receivable in place as of that date.

2025 Highlights

The following highlights our significant transactions for the year ended December 31, 2025:

• We acquired 140 properties located in 31 states with a WALT of approximately 13.9 years for a total purchase price of $603.0 million, inclusive of $7.0 million of capitalized acquisition costs.

• We sold 78 properties, including one property under development, for a total sales price, net of disposal costs, of $169.1 million, recognizing a net gain of $7.7 million.

• In September 2025, we entered into a term loan agreement that provides for (i) a $200.0 million senior unsecured term loan that was fully funded at closing and matures in March 2031 (the “2031 Term Loan”), and (ii) a $250.0 million senior unsecured term loan that matures in September 2032, of which $100.0 million was funded at closing and $50.0 million was funded in January 2026 (the “2032 Term Loan”).

1 Annualized base rent (“ABR”) is annualized base rent for all leases that commenced and annualized cash interest on all executed mortgage loans as of December 31, 2025.

2 We define “investment grade” tenants as tenants, or tenants that are subsidiaries of a parent entity, with a credit rating of BBB- (S&P/Fitch), Baa3 (Moody’s) or NAIC2 (National Association of Insurance Commissioners) or higher.

3 We define “investment grade profile” tenants as tenants with metrics of more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x but do not carry a published rating from S&P, Moody’s, or NAIC.

January 2024 Follow-On Offering

In January 2024, we completed a registered public offering of 11,040,000 shares of our common stock at a public offering price of $18.00 per share.

In connection with the offering, we entered into forward sale agreements for 11,040,000 shares of our common stock.

We did not initially receive any proceeds from the sale of shares of common stock by the forward purchasers.

On September 26, 2024, we physically settled 2,200,000 shares of common stock at a price of $17.22 per share in accordance with the forward sale agreements.

We received net proceeds from the settlement of $37.8 million, net of underwriting discounts and offering costs of $1.8 million.

As of December 31, 2024, 8,840,000 shares remain unsettled under the January 2024 forward sale agreements.

We expect to physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sale of those shares upon one or more forward settlement dates, which shall occur no later than December 31, 2025.

3 We define “investment grade profile” tenants as tenants with investment grade credit metrics (more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x), but do not carry a published rating from S&P, Moody’s, or NAIC.

• In July 2025, we completed a registered public offering of 12,420,000 shares of our common stock on a forward basis at a public offering price of $17.70 per share, including the full exercise of the underwriters’ option to purchase additional shares.

We physically settled 8,155,053 of these shares in December 2025 and received $137.0 million of net proceeds.

• We entered into forward sale agreements with respect to an aggregate 9,068,486 shares of common stock under our existing $300.0 million at-the-market equity program established in August 2024 (the “2024 ATM Program”) at a weighted-average price of $17.75 per share.

• In January 2025, we amended our existing credit agreements to provide for an aggregate of $550.0 million in senior unsecured term loans and to upsize our senior unsecured revolving credit facility to $500.0 million.

General Investment Criteria

Our objective is to maximize stockholder value by generating attractive risk-adjusted returns through owning, managing and growing a diversified portfolio of commercially desirable properties.

As we continue to grow our portfolio, we seek to acquire single-tenant, retail commercial real estate net leased on a long-term basis (generally at least ten years) to high credit quality tenants in industries where a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including home improvement, auto parts, drug stores and pharmacies, general retail, grocers, convenient stores, discount stores, and quick-service restaurants.

Our objective is to maximize stockholder value by generating attractive risk-adjusted returns through owning, managing, investing in, and growing a diversified portfolio of commercially desirable properties.

As we continue to grow our portfolio, we seek to acquire single-tenant, commercial retail properties net leased on a long-term basis (generally at least ten years) to high credit quality tenants in industries where we believe a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including grocers, convenience stores, discount stores, home improvement, quick-service restaurants, general retail, and auto parts.

We believe these characteristics make our tenants’ businesses e-commerce resistant and resilient through all economic cycles.

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Our Target Properties

We seek to acquire, own, invest in and manage a diversified portfolio of single-tenant, retail commercial real estate subject to long-term net leases with high credit quality tenants across the United States.

Our growth and diversification strategy focuses on tenants in industries where a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including home improvement, auto parts, drug stores and pharmacies, general retail, grocers, convenience stores, discount stores, and quick-service restaurants.

We seek to acquire, own, invest in and manage a diversified portfolio of single-tenant commercial retail properties subject to long-term net leases with high credit quality tenants across the United States.

Our growth and diversification strategy focuses on tenants in industries where we believe a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including grocers, convenience stores, discount stores, home improvement, quick-service restaurants, general retail, and auto parts.

We believe these characteristics make our tenants’ businesses e-commerce resistant and resilient through all economic cycles.

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Investment Origination Process

Our current investment pipeline has been, and our investments going forward will be, identified by our senior management team, led by our Chief Executive Officer, Mark Manheimer, supplemented by our entire acquisitions team.

Our acquisition team has developed a broad network of long-standing relationships.

Our ability to efficiently deploy capital is a direct result of our management team’s extensive network of industry relationships with retailers, brokers, intermediaries, private equity firms and others in the net lease industry, which we utilize to source a robust pipeline of attractive marketed and off-market investment opportunities through which we have deployed capital, acquiring 572 single-tenant retail net leased properties with an aggregate purchase price of $2.1 billion since our formation in December 2019 (excluding our property development acquisitions).

Our ability to efficiently deploy capital is a direct result of our management team’s extensive network of industry relationships with retailers, brokers, intermediaries, private equity firms and others in the net lease industry, which we utilize to source a robust pipeline of attractive marketed and off-market investment opportunities through which we have deployed capital, acquiring 712 single-tenant retail net leased properties as of December 31, 2025 with an aggregate purchase price of $2.7 billion since our formation in December 2019 (excluding our property development acquisitions).

We believe our relationship-based sourcing strategy will continue to generate a sustainable pipeline of opportunities to drive growth and achieve scale through the efficient deployment of capital raised in our capital markets offerings.

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We review corporate level financial information and assess business risks, including barriers to entry.

As part of this analysis, we look for tenants that operate in industries where a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including home improvement, auto parts, drug stores and pharmacies, general retail, grocers, convenient stores, discount stores, and quick-service restaurants.

As part of this analysis, we look for tenants that operate in industries where we believe a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including grocers, convenience stores, discount stores, home improvement, quick-service restaurants, general retail, and auto parts.

We believe these characteristics make our tenants’ businesses e-commerce resistant and resilient through all economic cycles.

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For tenants not required to provide unit-level reporting pursuant to their lease, we use technology tools that track cell phone use in stores to assess the performance of that store.

Finally, we use our active portfolio management strategy to (i) regularly review each of our properties for changes in unit performance, tenant credit and local real estate conditions, (ii) identify properties that do not meet our disciplined underwriting strategy, diversification objectives or risk management criteria, including rent coverage ratios below 2.0x or likelihood of non-renewal upon lease expiration, and (iii) opportunistically dispose of those properties and reinvest the proceeds in tax-deferred exchanges under Section 1031 (“1031 Exchange”) of the Internal Revenue Code of 1986, as amended, (the “Code”), that will generate higher returns, enhance the credit quality of our real estate portfolio or extend our average remaining lease term.

During 2024, we disposed of 56 properties for a total sales price, net of disposal costs, of $110.9 million and improved portfolio performance by diversifying tenant concentration and improving key metrics such as tenant credit quality, WALT, and geographic diversity.

Finally, we use our active portfolio management strategy to (i) regularly review each of our properties for changes in unit performance, tenant credit and local real estate conditions, (ii) identify properties that do not meet our disciplined underwriting strategy, diversification objectives or risk management criteria, including below average rent coverage ratios or likelihood of non-renewal upon lease expiration, and (iii) opportunistically dispose of those properties and reinvest the proceeds in tax-deferred exchanges under Section 1031 (“1031 Exchange”) of the Internal Revenue Code of 1986, as amended, (the “Code”), that will generate higher returns, enhance the credit quality of our real estate portfolio or extend our average remaining lease term.

During 2025, we disposed of 78 properties, including one property under development, for a total sales price, net of disposal costs, of $169.1 million and improved portfolio performance by diversifying tenant concentration and improving certain key metrics.

Capital Allocation Strategy

We seek to maintain a capital structure that provides us with flexibility to manage our business and scale our platform through targeted acquisitions, while allowing us to service our debt requirements and generate appropriate risk-adjusted returns.

As of December 31, 2024, we had $239.0 million of borrowings outstanding under our $400.0 million Revolver, as well as $175.0 million outstanding under the 2027 Term Loan, $200.0 million outstanding under the $200.0 million 2028 Term Loan, and $250.0 million outstanding under the 2029 Term Loan.

We intend to target a conservative net debt to EBITDA re leverage ratio of 4.5x to 5.5x, including the impact of any forward unsettled equity, to best position the Company for growth, and we intend to capitalize on our leading origination, underwriting, financing, documentation and property processes to improve our efficiency.

As we grow, we anticipate having access to the investment grade debt and equity capital markets to maintain a prudent balance between debt and equity financing.

As of December 31, 2025, we had $200.0 million outstanding under the $200.0 million senior unsecured term loan (the “2028 Term Loan”), $250.0 million outstanding under the $250.0 million senior unsecured term loan (the “2029 Term Loan”), $175.0 million outstanding under the $175.0 million senior unsecured term loan (the “2030 Term Loan A”), $175.0 million outstanding under the $175.0 million senior unsecured term loan (the “2030 Term Loan B”), $200.0 million outstanding under the 2031 Term Loan, and $100.0 million outstanding under the 2032 Term Loan.

We intend to target a conservative net debt to EBITDA re leverage ratio, including the impact of any forward unsettled equity, to best position the Company for growth, and we intend to capitalize on our leading origination, underwriting, financing, documentation and property processes to improve our efficiency.

We also may access investment grade debt and equity capital markets to further maintain a prudent balance between debt and equity financing.

In addition, we seek to make investments that generate strong current income as a result of the difference, or spread, between the rate we earn on our assets and the rate we pay on our liabilities (primarily our long-term debt).

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We believe this will enable strong dividend growth without relying exclusively on future common stock issuances to fund new portfolio investments.

Additionally, our WALT of 9.8 years as of December 31, 2024 and superior underwriting and portfolio monitoring capabilities, which reduce default losses, are intended to make our cash flows highly stable.

Additionally, our WALT of 10.1 years as of December 31, 2025, along with our superior underwriting and portfolio monitoring capabilities that reduce default losses, are intended to make our cash flows highly stable.

We are organized and have operated in a manner that has enabled us to qualify to be taxed as a REIT commencing with our short taxable year ended December 31, 2019, and we intend to continue to operate so as to satisfy the requirements for qualification as a REIT for U.S.

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◦ Workplace culture and empowerment.

We ensure that employees have a clear voice in sharing and upholding our cultural value and expectations through the Employee Experience Committee (EEC).

We ensure that employees have a clear voice in sharing and upholding our cultural values and expectations through the Employee Experience Committee (EEC).

The EEC allows the leadership team to engage with, and obtain feedback from, our employees on their workplace experiences.

The EEC is comprised of non-management members of the organization and rotate annually.

The EEC is comprised of non-management members of the organization who rotate annually.

Members meet periodically to discuss recommendations to present to the leadership team, which may include additional substantive training, personal growth and professional development programs, company social and team-building events, employee benefits, and health and wellness programs.

In addition, we established an Employee Recognition Program designed to recognize exemplary performance.

Employees have an opportunity to nominate their teammates who have made significant contributions, and two nominees per quarter are chosen to win an award.

◦ Employee wellness.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business