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