FrontView REIT (FVR) secures $25M in Series A convertible preferred deal

Rhea-AI Filing Summary

FrontView REIT, Inc. entered into a material agreement to raise new capital through preferred equity. The company issued 250,000 shares of Series A Convertible Preferred Stock at $100.00 per share, generating gross proceeds of approximately $25.0 million from Maewyn FVR II LP, Rebound Investment, LP and Petrus Special Situations Fund, L.P.

The economic terms of this Series A Preferred Stock were previously established in Articles Supplementary filed in Maryland, which classify the series and define its dividend, voting and other rights. FrontView contributed the preferred stock proceeds to its operating partnership in exchange for 250,000 Series A Convertible Preferred Units that mirror the preferred stock’s terms.

The operating partnership agreement was amended to create this new class of Series A Preferred Units and to make clarifying changes to how distributions and allocations are made on performance-based vesting LTIP Units. Full details are provided in the filed Articles Supplementary and the first amendment to the partnership agreement.

Insights

REIT capital structure analyst

FrontView raises $25M via convertible preferred and mirrors it at the OP level.

FrontView REIT issued 250,000 Series A Convertible Preferred shares at $100.00 each for gross proceeds of about $25.0 million. This is structured as preferred equity, which typically sits above common stock in priority but below debt, and carries its own dividend and conversion terms.

The company contributed the entire $25.0 million to FrontView Operating Partnership LP and received 250,000 Series A Convertible Preferred Units with substantially similar economic terms. This keeps the REIT/OP capital structure aligned, a common approach in UPREIT-style structures.

The amendment also adds clarifying language on distributions and allocations for performance-based vesting LTIP Units, which affects how incentive equity participates in partnership economics. Actual impact on common shareholders will depend on the preferred’s dividend, conversion features and future operating results, which are defined in the previously filed Articles Supplementary and referenced November 2025 8-K.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 09, 2026

FrontView REIT, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland			001-42301	93-2133671
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3131 McKinney Avenue Suite L10
Dallas, Texas				75204
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 214 796-2445

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock $0.01 par value per share		FVR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Sale of Preferred Stock

On February 10, 2026, FrontView REIT, Inc., a Maryland corporation (the “Company”), issued an aggregate of 250,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) for $100.00 per share for gross proceeds of approximately $25.0 million to Maewyn FVR II LP (the “Maewyn Purchaser”), Rebound Investment, LP and Petrus Special Situations Fund, L.P. (collectively, the “Purchasers”). The terms of the Series A Preferred Stock have been previously disclosed in the Company’s Current Report on Form 8-K filed on November 18, 2025 (the “November 2025 8-K”), which description is incorporated by reference into this Item 1.01 of this Current Report on Form 8-K.

Articles Supplementary

On February 9, 2025, the Company filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary (the “Articles Supplementary”) classifying the Series A Preferred Stock and establishing the preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of the Series A Preferred Stock. The terms of the Articles Supplementary have been previously disclosed in the November 2025 8-K, which description is incorporated by reference into this Item 1.01 of this Current Report on Form 8-K.

The foregoing description of the Articles Supplementary is only a summary and is qualified in its entirety by reference to the full text of the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

First Amendment to the Amended and Restated Partnership Agreement of FrontView Operating Partnership LP

On February 10, 2026, the Company, as sole general partner of FrontView Operating Partnership LP (the “Operating Partnership”), entered into an amendment (the “Amendment”) to the amended and restated partnership agreement of the Operating Partnership (the “Partnership Agreement”).

The Amendment creates a new class of partnership units designated as Series A Convertible Preferred Units (“Series A Preferred Units”), having economic terms and designations, powers, preferences, rights and restrictions that are substantially similar to the Series A Preferred Stock. The Company contributed the proceeds received from the sale of the Series A Preferred Stock to the Operating Partnership in exchange for the issuance of 250,000 Series A Preferred Units to the Company. The Amendment also includes certain clarifying changes related to the distributions and allocations to be made by the Operating Partnership in respect of performance-based vesting LTIP Units.

The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Articles Supplementary of FrontView REIT, Inc.
10.1	First Amendment, dated February 10, 2026, to the Amended and Restated Partnership Agreement of FrontView Operating Partnership LP.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

- 1 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			FrontView REIT, Inc.
Date:	February 12, 2026	By:	/s/ Stephen Preston
			Stephen Preston Chairman, Chief Executive Officer and President

FAQ

What transaction did FrontView REIT (FVR) disclose in this 8-K?

FrontView REIT disclosed issuing 250,000 shares of Series A Convertible Preferred Stock at $100.00 per share. This raised approximately $25.0 million in gross proceeds from three institutional purchasers and was structured as a material definitive agreement.

How much capital did FrontView REIT (FVR) raise and at what price?

FrontView REIT raised approximately $25.0 million by issuing 250,000 Series A Convertible Preferred shares. Each share was sold at $100.00, establishing the total gross proceeds and defining the economic scale of this preferred equity financing.

Who purchased the Series A Convertible Preferred Stock from FrontView REIT (FVR)?

The Series A Convertible Preferred Stock was purchased by Maewyn FVR II LP, Rebound Investment, LP and Petrus Special Situations Fund, L.P. These entities collectively provided the approximately $25.0 million of gross proceeds to FrontView REIT.

What did FrontView REIT (FVR) do with the preferred stock proceeds?

FrontView REIT contributed the proceeds from the Series A Convertible Preferred Stock sale to FrontView Operating Partnership LP. In exchange, the operating partnership issued 250,000 Series A Convertible Preferred Units to the company with substantially similar economic terms.

What changes were made to FrontView Operating Partnership’s agreement?

The operating partnership agreement was amended to create Series A Convertible Preferred Units mirroring the preferred stock terms. It also added clarifying changes to how distributions and allocations are made regarding performance-based vesting LTIP Units within the partnership structure.

Where can investors find full terms of FrontView REIT’s Series A Preferred Stock?

Full terms are set out in the Articles Supplementary filed with Maryland’s State Department of Assessments and Taxation. These Articles, and a prior November 2025 8-K, define preferences, voting powers, dividend rights and other conditions for the Series A Convertible Preferred Stock.

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 150.9 KB

Other Documents

• EX-3.1 EX-3.1 618.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.2 KB