Item 1.01 Entry into a Material Definitive Agreement.
On August 19, 2026, FrontView REIT, Inc. (the “Company”) and FrontView Operating Partnership LP, the Company’s operating partnership, entered into an Amended and Restated Distribution Agreement, dated August 19, 2026 (the “Distribution Agreement”), with J.P. Morgan Securities LLC, BofA Securities, Inc., B. Riley Securities, Inc., BTIG, LLC, Cantor Fitzgerald & Co., Capital One Securities, Inc., Compass Point Research & Trading, LLC, Huntington Securities, Inc., Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (and certain of their respective affiliates or agents and other parties named below), acting in their capacity as sales agents and, in certain cases, as forward sellers and/or as forward purchasers, which amended and restated the distribution agreement, dated February 27, 2026. In accordance with the terms of the Distribution Agreement, the Company may sell, from time to time, shares of its common stock, $0.01 par value per share, having an aggregate gross sales price of up to $125.0 million (the “Shares”) pursuant to a continuous offering program. The entities listed above, when acting in their capacity as sales agents, are referred to individually as an “Agent” and collectively as “Agents.” The entities listed above, Nomura Securities International, Inc. (acting through BTIG, LLC as its agent) and StoneX Financial Inc., when acting in their capacity as agents for the Forward Purchasers (as defined below), are referred to individually as a “Forward Seller” and collectively as “Forward Sellers.” Unless otherwise expressly stated or the context otherwise requires, the “appointed”, “applicable” or “relevant” Forward Seller with respect to a particular Forward Purchaser will be the Forward Seller entity that is the same entity as, or an affiliate of, such Forward Purchaser.
As of the date hereof, the Company previously sold Shares having an aggregate gross sales price of approximately $50.7 million under the Distribution Agreement, leaving an available balance of Shares having an aggregate gross sales price of up to approximately $74.3 million that may be offered and sold pursuant to the Distribution Agreement.
Pursuant to the terms of the Distribution Agreement, the Company may sell the Shares, from time to time, through the Agents, acting as the Company’s sales agents, or directly to the Agents, acting as principal, at a price per share to be agreed upon at the time of sale. If the Company sells Shares to an Agent as principal, it will enter into a separate terms agreement with that Agent. Sales of the Shares, if any, will be made in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended, or in negotiated transactions, which may include block trades, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Agents are not required to sell any specific number or dollar amount of the Shares, but each Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulation to sell Shares designated by the Company in accordance with the Distribution Agreement. The Company will pay each Agent a commission of up to 2.0% of the gross sales price of the Shares sold by such Agent.
The Distribution Agreement provides that, in addition to the issuance and sale of the Shares to or through the Agents, the Company may also enter into one or more forward sale agreements under separate master forward confirmations and any related supplemental confirmations with each of JPMorgan Chase Bank, National Association, Bank of America, N.A., B. Riley Securities, Inc., CF Secured, LLC, Huntington Securities, Inc., Jefferies LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., Royal Bank of Canada, StoneX Financial Inc., Truist Bank, and Wells Fargo Bank, National Association (or their affiliates). When acting in their capacity as purchasers under any forward sale agreement, these entities are referred to individually as a “Forward Purchaser” and collectively as the “Forward Purchasers.” In connection with any forward sale agreement, the relevant Forward Purchaser (or its affiliate) will use commercially reasonable efforts, consistent with its normal trading and sales practices for similar transactions and applicable laws and regulations, to borrow from third parties and sell, through its affiliated Forward Seller, the number of shares of common stock underlying the particular forward share agreement.
In one form of forward sale agreement, referred to as a “contingent forward transaction,” that the Company may enter into with Jefferies LLC, JPMorgan Chase Bank, National Association, Bank of America, N.A., B. Riley Securities, Inc., Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada, Truist Bank, and Wells Fargo Bank, National Association (or their affiliates), each as Forward Purchaser (when acting in such capacity, individually, a “Contingent Forward Purchaser” and, collectively, the “Contingent Forward Purchasers”), the Company’s obligation to sell, and the applicable Contingent Forward Purchaser’s obligation to purchase, shares of common stock underlying such forward sale agreement at the applicable forward sale price is contingent on the applicable Contingent Forward Purchaser’s exercise (or deemed exercise) of a contingency, which may occur in whole or in part from time to time prior to specified contingency expiration dates. To the extent such contingency is exercised with respect to a portion of such contingent forward transaction, such portion is referred to as the “contingency exercised portion,” and the remaining portion to the extent such contingency is not yet exercised, but may subsequently be exercised, as the “contingent portion.”
In another form of forward sale agreement, referred to as a “non-contingent forward transaction,” that the Company may enter into with any of the Forward Purchasers, the Company’s obligation to sell, and the applicable Forward Purchaser’s obligation to purchase, shares of common stock underlying such forward sale agreement at the applicable forward sale price is not subject to the contingency described above. In this Current Report on Form 8-K, the term “fixed share forward transaction” refers to such a non-contingent forward transaction, as well as the contingency exercised portion of a contingent forward transaction.
The Company will not initially receive any proceeds from the sale of any borrowed Shares by the Forward Sellers, but the Company may receive contingency premiums from the applicable Forward Purchaser in connection with any contingent forward
