UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 11, 2026, STORE Capital LLC (the “Company”) completed its offering of $450.0 million aggregate principal amount of 4.95% Senior Notes due 2031 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The terms of the Notes are governed by an indenture, dated as of March 15, 2018, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the Supplemental Indenture No. 7, dated as of February 11, 2026, between the Company and the Trustee (the base indenture, as so supplemented, the “Indenture”).
The Notes will bear interest at the rate of 4.95% per year and will mature on February 11, 2031. Interest on the Notes will accrue from and including February 11, 2026 and will be paid semi-annually in arrears on February 11 and August 11 of each year, commencing on August 11, 2026. The Indenture also contains various restrictive covenants, including limitations on the Company’s ability to incur additional secured and unsecured indebtedness.
The Company has entered into a Registration Rights Agreement, dated as of February 11, 2026 (the “Registration Rights Agreement”), pursuant to which the Company is obligated to file a registration statement with the Securities and Exchange Commission with respect to an offer to exchange the Notes for a new issue of notes registered under the Securities Act and to complete such exchange offer prior to 365 days after February 11, 2026.
The summary of the Notes and the Registration Rights Agreement set forth in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the text of the supplemental indenture, including the form of the Notes, and the Registration Rights Agreement, copies of which are being filed as Exhibit 4.1 and 10.1 hereto and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
On February 11, 2026, the Company completed the offering of the Notes. The Notes are senior unsecured obligations of the Company. The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 4.1 | Supplemental Indenture No. 7, dated as of February 11, 2026, between STORE Capital LLC and Wilmington Trust, National Association, as trustee. | |
| 10.1 | Registration Rights Agreement, dated as of February 11, 2026, among STORE Capital LLC, and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Truist Securities, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| STORE Capital LLC | ||||||
| Dated: February 12, 2026 | ||||||
| By: | /s/ Ashley A. Dembowski | |||||
| Ashley A. Dembowski | ||||||
| Executive Vice President – Chief Financial Officer and Secretary | ||||||