NETSTREIT Corp. (NTST)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, without limitation, statements concerning our business and growth strategies, investment, financing and leasing activities and trends in our business, including trends in the market for single-tenant, retail commercial real estate. Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this Quarterly Report on Form 10-Q may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. For a further discussion of these and other factors that could impact future results, performance or transactions, see the information under the heading “Risk Factors” Part I, Item 1A. in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2026, and other reports filed with the Securities and Exchange Commission from time to time.

Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report on Form 10-Q. New risks and uncertainties may arise over time and it is not possible for us to predict those events or how they may affect us. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law.

References to “we,” “our,” “us,” and “the Company” refer to NETSTREIT Corp., a Maryland corporation, together with our consolidated subsidiaries, including NETSTREIT, L.P., a Delaware limited partnership (the “Operating Partnership”) and NETSTREIT GP, LLC, a Delaware limited liability company and the sole general partner of the Operating Partnership.

Business Overview

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 June 30, 2026, we owned or had investments in 864 properties diversified by tenant, industry, and geography, comprising 156 different tenants across 28 retail sectors in 46 states. This includes five 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 June 30, 2026, our investments generated ABR1 of $231.4 million. Approximately 41% of our ABR is from investment grade2 credit rated tenants and an additional 16% of our ABR is derived from tenants with an investment grade profile3. Our portfolio was 100.0% occupied (excluding five properties under development) and, excluding mortgage loans receivable, had a weighted average remaining lease term (“WALT”) of 10.0 years.

1 Annualized base rent (“ABR”) is annualized base rent for all leases that commenced and annualized cash interest for all executed mortgage loans as of June 30, 2026.

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 that have 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, Fitch, Moody’s, or NAIC.

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ATM Programs

On April 21, 2026, we entered into a $400.0 million at-the-market equity program (the “2026 ATM Program”) through which, from time to time, we may sell shares of our common stock in registered transactions. Effective April 21, 2026, in connection with the establishment of the new at-the-market offering program, the existing $300.0 million at-the-market equity program established in August 2024 (the “2024 ATM Program”) was terminated.

During the six months ended June 30, 2026, we entered into forward sale agreements with respect to an aggregate 8,697,206 shares of common stock under the 2026 ATM Program at a weighted-average price of $20.51 per share. Additionally, during the six months ended June 30, 2026, we entered into forward sale agreements with respect to an aggregate 4,264,015 shares of common stock under the 2024 ATM Program at a weighted-average price of $18.86 per share.

As of June 30, 2026, 21,475,108 shares remain unsettled under forward sale agreements associated with our existing $300.0 million at-the-market equity program (the “2023 ATM Program”), 2024 ATM Program, and 2026 ATM Program. We may physically settle the forward sale 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 to June 2027, unless the parties mutually agree to extend such dates. As of June 30, 2026, the remaining availability under the 2026 ATM Program was $221.6 million.

Settlement of Forward Shares Under the July 2025 Follow-On Offering

In July 2025, we completed a registered public offering of 12,420,000 shares of common stock at a public offering price of $17.70 per share. In connection with the offering, we entered into forward sale agreements for 12,420,000 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 June 29, 2026, we physically settled 4,264,947 shares of common stock at a weighted-average price of $16.60 per share in accordance with the forward sale agreements. We received net proceeds from the settlement of $70.7 million, net of underwriting discounts and offering costs of $4.8 million.

As of June 30, 2026, we had fully settled the July 2025 forward sale agreements.

Settlement of Forward Shares Under the January 2024 Follow-On Offering

In January 2024, we completed a registered public offering of 11,040,000 shares of 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 February 6, 2026, we physically settled 4,000,000 shares of common stock at a weighted-average price of $16.98 per share in accordance with the forward sale agreements. We received net proceeds from the settlement of $67.8 million, net of underwriting discounts and offering costs of $4.2 million.

As of June 30, 2026, 4,840,000 shares remain unsettled under the January 2024 forward sale agreements. We expect to physically settle the forward sale agreements (by 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, 2026, unless the parties mutually agree to extend such dates.

February 2026 Follow-On Offering

In February 2026, we completed a registered public offering of 12,627,000 shares of our common stock at a public offering price of $19.00 per share, including the full exercise of the underwriters’ option to purchase additional shares. In connection with the offering, we entered into forward sale agreements for 12,627,000 shares of our common stock. We did not initially receive any proceeds from the sale of shares of common stock by the forward purchasers.

As of June 30, 2026, 12,627,000 shares remain unsettled under the February 2026 forward sale agreements. We expect to physically settle the forward sale agreements (by 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 February 12, 2027, unless the parties mutually agree to extend such dates.

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2032 Term Loan Draws

Subject to the terms of the term loan agreement agented by PNC Bank, National Association (the “PNC Term Loan Agreement”), we drew $50.0 million under the $250.0 million senior unsecured term loan (the “2032 Term Loan”) on January 2, 2026, and an additional $50.0 million on April 1, 2026, bringing the total outstanding principal amount to $200.0 million. The $200.0 million outstanding under the 2032 Term Loan is hedged with an all-in fixed interest rate of 4.67%. We have $50.0 million remaining under the PNC Term Loan Agreement delayed draw term loan commitment.

Truist Credit Agreement Amendment

On May 29, 2026, we amended our existing Credit Agreement, dated as of July 3, 2023, by and among the Operating Partnership, the Company, the financial institutions party thereto, as lenders, and Truist Bank, as Administrative Agent to, among other things, reduce the applicable margin spread related to our $250.0 million sustainability-linked senior unsecured term loan (the “2029 Term Loan”). Additionally, we exercised our first extension option and extended the 2029 Term Loan one year through July 3, 2027.

Results of Operations

Overall

We continued to grow our assets held for investment during the six months ended June 30, 2026 through the acquisition of properties, property developments, and investment in mortgage loans receivable, with an underwritten weighted-average cash yield of approximately 7.4%. This growth was financed through the two $50.0 million draws under the 2032 Term Loan, settlement of shares of common stock through our July 2025 and January 2024 follow-on offering forward sale agreements of $70.7 million and $67.8 million, respectively, borrowings on our senior unsecured revolving credit facility (the “Revolver”), the usage of restricted cash balances as a result of tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, and cash flows from operations during the six months ended June 30, 2026.

Acquisitions

During the three months ended June 30, 2026, we acquired 79 properties for a total purchase price of $252.7 million, inclusive of $3.5 million of capitalized acquisition costs. The acquisitions were all accounted for as asset acquisitions. These properties are located in 23 state

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with the “Business” section as well as the consolidated financial statements and related notes in Part II, Item 8 in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should read “Item 1A. Risk Factors” and the “Forward-Looking Statements” section of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by these forward-looking statements. Also refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 24, 2025, for additional discussion of our financial condition and results of operations, including a comparison of our results of operations for the year ended December 31, 2024 and the year ended December 31, 2023, which is incorporated herein by reference.

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Business Overview

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, 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 ABR1 of $198.3 million. Approximately 44% of our ABR is from investment grade2 credit rated tenants and an additional 14% of our ABR is derived from tenants with an investment grade profile3. Our portfolio was 99.9% occupied and, excluding mortgage loans receivable, had a weighted average remaining lease term (“WALT”) of 10.1 years.

Reduced Margins on Debt

As a result of receiving an investment grade credit rating, the interest rate on our term loans and Revolver (as defined below), including our Revolver facility fee, is now determined by our credit rating and consolidated total leverage ratio. For the 2028 Term Loan, 2029 Term Loan, 2030 Term Loan A, 2030 Term Loan B, and 2031 Term Loan (each as defined below), our applicable margin was reduced by 20 basis points from 1.15% to 0.95%. For the 2032 Term Loan (as defined below), our applicable margin was reduced by 25 basis points from 1.50% to 1.25%. For the Revolver, our applicable margin was reduced by 15 basis points from 1.00% to 0.85%, and the facility fee increased by five basis points from 0.15% to 0.20%. See Note 6 – “Debt” for further discussion on our debt and interest rates.

September 2025 Debt Transactions

On September 25, 2025, we entered into a Term Loan Agreement (the “PNC Term Loan Agreement”) which provides for: a $200.0 million senior unsecured term loan (the “2031 Term Loan”), all of which was funded on the closing date, and a $250.0 million senior unsecured term loan (the “2032 Term Loan”), of which $100.0 million was funded on the closing date, $50.0 million was funded on January 2, 2026, and the remaining $100.0 million is available as a delayed draw term loan commitment until September 25, 2026. The 2031 Term Loan matures on March 25, 2031 and the 2032 Term Loan matures on September 24, 2032. We have fully hedged the 2031 Term Loan at an all-in fixed interest rate of 4.39% through March 2031. We have partially hedged $200.0 million of the 2032 Term Loan at an all-in fixed interest rate of 4.67% through September 2032, with the remaining $50.0 million of the 2032 Term Loan currently unhedged. Further, we amended our 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”), implementing certain conforming changes including, without limitation, removing the SOFR credit spread adjustments in those agreements.

July 2025 Follow-On Offering

In July 2025, we completed a registered public offering of 12,420,000 shares of our common stock at a public offering price of $17.70 per share, including the full exercise of the underwriters’ option to purchase additional shares. In connection with the offering, we entered into forward sale agreements for 12,420,000 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 December 30, 2025, we physically settled 8,155,053 shares of common stock at a weighted-average price of $16.81 per share in accordance with the forward sale agreements. We received net proceeds from the settlement of $137.0 million, net of underwriting discounts and offering costs of $7.6 million. As of December 31, 2025, 4,264,947 shares remain unsettled under the July 2025 forward sale agreements. We expect to physically settle the forward sale agreements (by 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 July 28, 2026.

1 Annualized base rent (“ABR”) is annualized base rent for all leases that commenced and annualized cash interest for 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 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.

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ATM Program

During 2025, we entered into forward sale agreements with respect to an aggregate 9,068,486 shares of common stock under the 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.

The following table details information related to activity under the 2024 ATM Program, excluding unsettled shares under forward sale agreements (in thousands, except share and per share data):

(1) Includes 2,450,246 shares of common stock that were physically settled at a weighted-average price of $16.47 per share under forward sale agreements.

As of December 31, 2025, 8,513,887 shares remain unsettled under forward sale agreements associated with our existing $300.0 million at-the-market equity program (the “2023 ATM Program”) and the 2024 ATM Program. We may physically settle the forward sale 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 to December 2026. As of December 31, 2025, the remaining availability under the 2024 ATM Program was $124.3 million.

January 2025 Debt Transactions

On January 15, 2025, we amended our existing PNC Credit Agreement, Wells Fargo Credit Agreement, and 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 $400.0 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 our 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 we have hedged the entire $175.0 million 2030 Term Loan B at an all-in fixed interest rate of 4.82% 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 our 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 we meet certain investment grade rating and leverage targets.

Results of Operations

Overall

We continued to grow our assets held for investment during the year ended December 31, 2025 through the acquisition of properties, property developments, and investment in mortgage loans receivable, with an underwritten weighted-average cash yield of approximately 7.5%. This growth was financed through the PNC Term Loan Agreement and receipt of proceeds of $200.0 million and $100.0 million under the 2031 Term Loan and 2032 Term Loan, respectively, the amendment of our PNC Credit Agreement and receipt of proceeds of $175.0 million under the 2030 Term Loan B, settlement of shares of common stock through our forward sale agreements in an amount of $136.8 million, the issuance of common stock under the 2024 ATM Program in an amount of $51.6 million, including settlement of forward shares, the usage of cash balances as a result of borrowings on our Revolver, the usage of restricted cash balances as a result of tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, and cash flows from operations during the year ended December 31, 2025.

Acquisitions

During 2025, we acquired 140 properties for a total purchase price of $603.0 million, inclusive of $7.0 million of capitalized acquisition costs. The acquisitions were all accounted for as asset acquisitions. These properties are located in 31 states with a WALT of approximately 13.9 years.

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Development

As of December 31, 2025, we had three property developments under construction. During 2025, we invested $6.9 million in property developments, including the land acquisition of two new developments with a combined initial purchase price of $3.1 million. During 2025, we completed development on two projects and reclassified approximately $6.5 million from property under development to land, buildings and improvements, and other assets (leasing commissions) in the accompanying consolidated balance sheets. Rent commenc

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