1 unchanged sentence
Market Information for Common Stock, Holders of Record, and Distribution Policy
−Removed: Our common stock is traded on the NYSE under the symbol “NTST.” As of March 1, 2021 there were 28,388,952 shares of our common stock issued and outstanding which were held by approximately 42 stockholders of record.
−Removed: In addition, as of March 1, 2021 there were 902,517 and 674,186 outstanding Class A and Class B OP Units, respectively, which are convertible into shares of our common stock on a one-for-one basis.
+Added: Our common stock is traded on the NYSE under the symbol “NTST.” As of February 22, 2022 there were 44,244,742 shares of our common stock issued and outstanding which were held by approximately 57 stockholders of record.
+Added: In addition, as of February 22, 2022 there were 551,393 outstanding units of limited partnership of the operating partnership (“Class A OP Units”) which are convertible into shares of our common stock on a one-for-one basis.
+Added: During 2021, all Class B units of limited partnership of the operating partnership (“Class B OP Units”) were converted into shares of our common stock, and therefore as of December 31, 2021, there were no remaining Class B OP Units in the operating partnership.
We intend to pay regular quarterly dividends to our stockholders, although all future distributions will be declared and paid at the discretion of our board of directors, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and projected results of operations, liquidity, cash flows and financial condition, our REIT taxable income, the annual REIT distribution requirements, applicable law, including restrictions on distributions under Maryland law, and such other factors as our board of directors deems relevant.
Recent Sales of Unregistered Securities
−Removed: In connection with the private offering, we consummated a series of formation transactions whereby, among other things, holders of limited partnership interests in our predecessor (our “continuing investors”) had their limited partnership interests in our predecessor converted into common operating partnership units in our operating partnership, receiving an aggregate of 3,652,149 Class A OP Units, other than Mark Manheimer, who received 8,884 Class B units of limited partnership of the Operating Partnership (“Class B OP Units”), and an affiliate of EB Arrow, which received 287,234 Class B OP Units.
−Removed: Additionally, EBA EverSTAR, LLC, an affiliate of EB Arrow received 500,752 Class B OP Units in exchange for its contribution of our management infrastructure in the formation transactions.
−Removed: The majority of the shares of our common stock issuable in exchange for Class A OP Units and Class B OP Units were registered in connection with our initial public offering or our registration statement on Form S-11 (File No.
−Removed: 333-248239), which was declared effective by the SEC on August 27, 2020.
−Removed: Holders of 167,743 Class A OP Units elected not to register the shares of our common stock issuable in exchange for their Class A OP Units.
−Removed: To assist us in maintaining our status as a real estate investment trust, on January 27, 2020, we issued and sold 125 shares of Series A Preferred Stock, for $1,000 per share to “accredited investors,” as defined by Rule 501 under Regulation D of the Securities Act.
−Removed: We redeemed all 125 outstanding shares of Series A Preferred Stock upon the completion of our initial public offering.
−Removed: Use of Proceeds from Registered Securities
−Removed: On August 17, 2020, we completed the initial public offering of our common stock pursuant to a Registration Statement on Form S-11 (File No.
−Removed: 333-239911) (the “Registration Statement”), which was declared effective on August 12, 2020.
−Removed: Under the Registration Statement, we sold 13,681,561 shares of our common stock at a price of $18.00 per share, including 1,436,829 shares issued and sold by us pursuant to the over-allotment option granted to the underwriters, for total gross proceeds of approximately $246.3 million.
−Removed: The selling stockholders referenced in the Registration Statement sold 255,268 shares of our common stock for total gross proceeds of approximately $4.6 million.
−Removed: Wells Fargo Securities, LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Stifel, Nicolaus & Company, Incorporated and Jefferies LLC acted as joint book-running managers for the offering.
−Removed: BMO Capital Markets Corp., BTIG, LLC, Capital One Securities, Inc., KeyBanc Capital Markets Inc., Regions Securities LLC, Truist Securities, Inc., Comerica Securities, Inc., Samuel A.
−Removed: Ramirez & Company, Inc.
−Removed: and Scotia Capital (USA) Inc.
−Removed: acted as co-managers for the offering.
−Removed: The offering commenced on August 13, 2020 and did not terminate before all of the securities registered in the Registration Statement were sold.
−Removed: The proceeds that we received from our initial public offering were approximately $227.3 million, net of underwriting discounts of approximately $14.8 million and other expenses related to the initial public offering of approximately $4.2 million.
−Removed: All of the underwriting discounts and other expenses were direct or indirect payments to persons other than:
−Removed: (i) our directors, officers or any of their associates;
−Removed: (ii) persons owning ten percent (10%) or more of our common stock;
−Removed: or (iii) our affiliates.
−Removed: The net proceeds from our initial public offering were contributed to our operating partnership in exchange for 13,681,561 Class A OP Units.
−Removed: Through December 31, 2020, our operating partnership used the net proceeds as follows:
−Removed: (a) approximately $0.1 million to redeem the outstanding shares of our Series A Preferred Stock, (b) approximately $50.0 million to repay borrowings under our Revolver that were drawn after June 30, 2020 to fund acquisitions of properties, and (c) $147.5 million to fund additional
−Removed: acquisitions of properties.
−Removed: We intend to use the remainder of the net proceeds for general corporate purposes, including the acquisition of properties in our pipeline.
−Removed: None of the proceeds were used to make payments to:
−Removed: (i) our directors, officers or any of their associates;
−Removed: (ii) persons owning ten percent (10%) or more of our common stock;
−Removed: or (iii) our affiliates.
−Removed: There has been no material change in the use of proceeds as described in our final prospectus filed with the SEC on August 14, 2020.
+Added: Performance Graph
+Added: The following graph compares our cumulative total stockholder return based on the market price of our common stock, assuming dividends are reinvested, with the Standard & Poor’s 500 Composite Stock Index (“S&P 500”) and the NAREIT US Equity REIT Index for the period beginning August 13, 2020 (the date our common stock began trading on the NYSE exchange) and ending December 31, 2021.
+Added: The graph assumes an investment of $100 on August 13, 2020.
+Added: Period Ending
+Added: Index 8/13/2020 12/31/2020 12/31/2021
+Added: NETSTREIT Corp.
+Added: $ 100.00 $ 111.58 $ 136.05
+Added: S&P 500 $ 100.00 $ 112.05 $ 144.21
+Added: NAREIT US EQUITY REIT Index $ 100.00 $ 106.04 $ 149.84
+Added: The information above shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.
Issuer Purchases of Equity Securities
−Removed: During the three months ended December 31, 2020, the Company did not repurchase any of its equity securities.
−Removed: Selected Financial Data
−Removed: The Company qualifies as a smaller reporting company, as defined by Item 10(f)(1) of Regulation S-K, and therefore is not required to provide the information required by this Item.
+Added: Effective September 1, 2021, our board of directors authorized a repurchase program for up to $150.0 million of our common stock.
+Added: Repurchases of common stock may be made at management’s discretion from time to time in open market transactions, privately negotiated transactions or by other means (including through Rule 10b5-1 trading plans or one or more accelerated stock repurchase programs).
+Added: There have been no repurchases under the program to date.
+Added: The timing of share repurchases and the number of shares of common stock to be repurchased will depend upon prevailing market conditions and other factors and there can be no assurances that the Company will make any purchases under the common stock repurchase program.
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.