FVR 8-K
FrontView REIT, Inc. (FVR)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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.
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
transactions. The Company currently expects to fully physically settle each fixed share forward transaction, if any, with the relevant Forward Purchaser on one or more dates specified by the Company after the effective date in the case of a non-contingent forward transaction or the contingency completion date in the case of a contingent forward transaction and on or prior to the maturity date of such fixed share forward transaction, in which case the Company expects to receive aggregate net proceeds at settlement equal to the number of shares specified in such fixed share forward transaction multiplied by the relevant forward sale price, subject to price adjustments and other provisions of the relevant forward sale agreement. However, subject to certain exceptions, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or shares of common stock (in the case of net share settlement) to the relevant Forward Purchaser.
In connection with any forward sale agreement, the Company will pay a commission, in the form of a reduced initial forward price under the related forward sale agreement with the applicable Forward Purchaser, at a mutually agreed rate that will not exceed 2.0% of the initial forward price for the contingency exercised portion of a contingent forward transaction or 2.0% of the gross sales price of all borrowed Shares sold during the applicable forward hedge selling period by it as a Forward Seller in connection with a non-contingent forward transaction.
The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-292002), which was declared effective by the Securities and Exchange Commission (“SEC”) on December 17, 2025, and a prospectus supplement, dated August 19, 2026, as the same may be amended or supplemented. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the Shares.
The foregoing description of the Distribution Agreement and the master forward confirmations (and related supplemental confirmations) does not purport to be complete and is qualified in its entirety by the full text of the Distribution Agreement (including the form of master forward confirmation for a contingent forward transaction) and the form of master forward confirmation for a non-contingent forward transaction, which are attached as Exhibits 1.1 and 1.2 hereto, respectively, and are incorporated by reference herein. In addition, a copy of the opinion of Venable LLP regarding the legality of the Shares that may be sold pursuant to the Distribution Agreement is filed hereto as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
INDEX TO EXHIBITS
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Description |
1.1 |
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1.2 |
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5.1 |
Opinion of Venable LLP regarding the legality of the securities being registered |
23.1 |
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Cover Page Interactive Data File - the cover page XBRL tags are 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.
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FrontView REIT, Inc. |
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Date: |
August 19, 2026 |
By: |
/s/ Pierre Revol |
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Pierre Revol |
Exhibit 1.1
Execution Version
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
August 19, 2026
J.P. Morgan Securities LLC 270 Park Avenue New York, New York 10017
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Mizuho Securities USA LLC 1271 Avenue of the Americas New York, NY 10020 |
BofA Securities, Inc. One Bryant Park New York, New York 10036
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Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 |
B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171
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Nomura Securities International, Inc. 309 West 49th Street New York, NY 10019 |
BTIG, LLC 65 East 55th Street New York, New York 10022
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Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 |
Cantor Fitzgerald & Co. 110 East 59th Street New York, NY 10022
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RBC Capital Markets, LLC 200 Vesey Street, 8th Floor New York, New York 10281 |
Capital One Securities, Inc. 299 Park Avenue, 29 & 31 Floor New York, New York 10167
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StoneX Financial Inc. 230 Park Ave, 10th Floor New York, NY 10169 |
Compass Point Research & Trading, LLC 2300 N Street, NW, Suite 450 Washington, DC 20037
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Truist Securities, Inc. 50 Hudson Yards, 70th Floor New York, New York 10001 |
Huntington Securities, Inc. 41 South High Street Columbus, Ohio 43215
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Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, New York 10001 |
Jefferies LLC 520 Madison Avenue New York, New York 10022
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As Agents and/or Forward Sellers
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JPMorgan Chase Bank, National Association 270 Park Avenue New York, New York 10017
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Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 |
Bank of America, N.A. One Bryant Park New York, NY 10036
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Nomura Global Financial Products, Inc. 309 West 49th Street New York, NY 10019 |
B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171
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Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 |
CF Secured, LLC 110 East 59th Street New York, NY 10022
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Royal Bank of Canada 200 Vesey Street, 8th Floor New York, New York 10281 |
Huntington Securities, Inc. 41 South High Street Columbus, Ohio 43215
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StoneX Financial Inc. 230 Park Ave, 10th Floor New York, NY 10169 |
Jefferies LLC 520 Madison Avenue New York, New York 10022
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Truist Bank 50 Hudson Yards, 70th Floor New York, New York 10001 |
Mizuho Markets Americas LLC 1271 Avenue of the Americas New York, NY 10020
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Wells Fargo Bank, National Association 500 West 33rd Street, 14th Floor New York, New York 10001 |
As Forward Purchasers |
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Ladies and Gentlemen:
FrontView REIT, Inc., a Maryland corporation (the “Company”), and FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), each confirm their respective agreement with each of 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, each as sales agent in connection with the offering and sale of Issuance Shares (as defined below) and/or as principal under any Terms Agreement (as defined below) (in any such relevant capacity, each an “Agent,” and collectively, the “Agents”), 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, each as forward purchaser under any Forward Contract (as defined below) (in such capacity, each a “Forward Purchaser,” and collectively, the “Forward Purchasers”), and J.P. Morgan Securities LLC, BofA Securities, Inc., B. Riley Securities, Inc., Cantor Fitzgerald & Co., Huntington Securities, Inc., Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as its agent), Raymond James & Associates, Inc., RBC Capital Markets, LLC, StoneX Financial Inc., Truist Securities, Inc., and Wells Fargo Securities, LLC, each as agent for its affiliated Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined below) (in such capacity, each a “Forward Seller,” and collectively, the “Forward Sellers”), with respect to the offering and/or issuance and sale from time to time, in the manner and subject to the terms and conditions described below in this Amended and Restated Distribution Agreement (this “Agreement”), of shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company having an aggregate actual gross sales price (the “Gross Sales Price”) of up to $125.0 million (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. As of the date of Agreement, the Company has sold shares of Common Stock having an aggregate gross sales price of approximately $50.7 million under the distribution agreement, dated February 27, 2026 and as a result, approximately $74.3 million is available for future issuance and sale as of the date hereof. The Issuance Shares (as defined below) and the Forward Hedge Shares (as defined below) offered and sold pursuant to this Agreement shall be referred to herein as the “Shares.”
The Company may also enter into one or more non-contingent forward transactions (the “Non-Contingent Forward”) with any of the Forward Purchasers or contingent forward transactions (the “Contingent Forward”) 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, each as a Forward Purchaser (in such capacity, each a “Contingent Forward Purchaser”, and collectively, the “Contingent Forward Purchasers”), in each case, pursuant to separate master forward confirmations (each in substantially the form attached hereto as Exhibit F or Exhibit G, as applicable, and with such changes therein as the parties thereto may agree, a “Master Forward Confirmation”) and the applicable supplemental confirmation in respect of the applicable forward transaction (each substantially in the form of Exhibit A attached to the applicable Master Forward Confirmation and with such changes therein as the parties thereto may agree (a “Supplemental Confirmation”)).
The Company and the Operating Partnership have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Nos. 333-292002 and 333-292002-01) (the “registration statement”) for the registration of the Shares and other securities of the Company and the Operating Partnership under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), which was declared effective on December 17, 2025; and such registration statement sets forth the terms of the offering, sale and plan of distribution of
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the Shares and contains additional information concerning the Company and its business. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the Agents, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein and (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. “Basic Prospectus” means the prospectus, dated December 18, 2025, filed as part of the Registration Statement, including the documents incorporated by reference therein as of the date of such prospectus; “Prospectus Supplement” means the most recent prospectus supplement relating to the Shares, to be filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date of its first use in connection with a public offering or sale of Shares pursuant hereto (or such earlier time as may be required under the Act), in the form furnished by the Company to the Agents, the Forward Purchasers and the Forward Sellers in connection with the offering of the Shares; “Prospectus” means the Prospectus Supplement (and any additional prospectus supplement prepared in accordance with the provision of Section 4(h) of this Agreement and filed in accordance with the provisions of Rule 424(b)) together with the Basic Prospectus attached to or used with the Prospectus Supplement; and “Permitted Free Writing Prospectus” has the meaning set forth in Section 3(b) of this Agreement. Any reference herein to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall, unless otherwise stated, be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall, unless stated otherwise, be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be incorporated therein by reference. References in this Agreement to financial statements or other information that is “contained,” “included,” “described,” “set forth” or “provided” in the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus and any similar references shall, unless stated otherwise, include any information incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act.
For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following respective meanings:
“Actual Sold Forward Amount” means, for any Forward Hedge Selling Period for any Forward, the number of Forward Hedge Shares that a Forward Seller has sold during such Forward Hedge Selling Period.
“Contingent Forward” has the meaning set forth in the second paragraph above.
“Contingent Forward Quote” has the meaning set forth in Section 2(h).
“Contingent Forward Quote Request” means a quote request delivered pursuant to Section 2(h) by the Company to a Forward Purchaser and Forward Seller requesting a Contingent Forward Quote.
“Exchange” means the New York Stock Exchange.
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“Forward” means a Non-Contingent Forward or a Contingent Forward, as the context requires.
“Forward Contract” means, for each Forward, whether a Non-Contingent Forward or a Contingent Forward, the contract evidencing such Forward between the Company and the Forward Purchaser, which shall be comprised of the applicable Master Forward Confirmation and the related Supplemental Confirmation for such Forward.
“Forward Date” means any Trading Day that a Forward Placement Notice is delivered pursuant to Section 2(h).
“Forward Hedge Amount” means the aggregate Sales Price of the Forward Hedge Shares to be sold by the Forward Seller with respect to any Non-Contingent Forward as specified in the Forward Placement Notice for such Non-Contingent Forward, subject to the terms and conditions of this Agreement.
“Forward Hedge Price” means, for (x) any Non-Contingent Forward, the product of (i) an amount equal to one (1) minus the Forward Hedge Selling Commission Rate for such Non-Contingent Forward; and (ii) the “Volume-Weighted Hedge Price” (as defined in the applicable Master Forward Confirmation) for such Non-Contingent Forward and (y) any Contingent Forward, the product of (i) an amount equal to one (1) minus the Forward Hedge Selling Commission Rate for such Contingent Forward; and (ii) the Initial Forward Price for such Contingent Forward (subject to below caveat regarding the definition of “Volume Weighted Hedge Price”).
“Forward Hedge Selling Commission” means, for (x) any Non-Contingent Forward, the product of (i) the Forward Hedge Selling Commission Rate for such Non-Contingent Forward and (ii) the “Volume-Weighted Hedge Price” (as defined in the applicable Master Forward Confirmation) for such Non-Contingent Forward and (y) for any Contingent Forward, the product of (i) the Forward Hedge Selling Commission Rate for such Contingent Forward and (ii) the Initial Forward Price for such Contingent Forward (subject to below caveat regarding the definition of “Volume Weighted Hedge Price”).
“Forward Hedge Selling Commission Rate” means, for any Forward Contract, the rate specified in the related Forward Placement Notice, not to exceed 2.0%.
“Forward Hedge Selling Period” means (x) in the case of a Non-Contingent Forward, the period of consecutive Trading Days (as determined by the Company in its sole discretion and specified in the applicable Forward Placement Notice) beginning on, and including, the Trading Day immediately following the Trading Day on which such Forward Placement Notice is delivered pursuant to Section 2(h) and (y) in the case of a Contingent Forward, the period beginning on the date of a Transaction Acceptance with respect to such Contingent Forward and ending on the earlier to occur of (i) the Sales Period Outside Date (as defined in the Forward Placement Notice) and (ii) the date that the Forward Seller has finished selling the Maximum Transaction Number of Shares specified in the Forward Placement Notice underlying such Contingent Forward; provided, that if, prior to the scheduled end of any Forward Hedge Selling Period, (A) any event occurs that would permit a Forward Purchaser to designate a “Scheduled Trading Day” as a “Early Termination Date” or “Termination Settlement Date” (as each such term is defined in the applicable Master Forward Confirmation) under, and pursuant to, the provisions of the applicable Master Forward Confirmation or (B) an “Insolvency Filing” (as such term is defined in the applicable Master Forward Confirmation) occurs, then the Forward Hedge Selling Period shall immediately terminate as of the first such occurrence (or, if later, when persons at the Forward Seller responsible for executing sales of Forward Hedge Shares become aware of such occurrence). “Forward Hedge Settlement Date” means the second Trading Day (or such earlier day as is industry practice for regular-way trading) following each Trading Day during the applicable Forward Hedge Selling Period on which a Forward Seller sells any Forward Hedge Shares pursuant to this Agreement.
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“Forward Hedge Shares” means all shares of Common Stock borrowed by a Forward Purchaser or its affiliate and offered and sold by the applicable Forward Seller in connection with any Forward that has occurred or may occur in accordance with the terms and conditions of this Agreement.
“Forward Placement Notice” means a written notice to a Forward Purchaser and a Forward Seller delivered in accordance with this Agreement that contains the information required by Section 1(g) and specifies that it relates to a Forward substantially in the applicable form attached hereto as Exhibit F, in the case of a Non-Contingent Forward, or Exhibit G, in the case of a Contingent Forward, or such other form as the Company, the applicable Forward Purchaser and the applicable Forward Seller may agree. A Forward Placement Notice in connection with a Contingent Forward may only be delivered upon mutual agreement between a Forward Purchaser and the Company of the terms therein following receipt by the Company of a Contingent Forward Quote.
“Forward Settlement Shares” means all shares of Common Stock to be delivered by the Company pursuant to the settlement of any Forward.
“Issuance Shares” means all shares of Common Stock issued and sold through an Agent in accordance with the terms and conditions of this Agreement and all shares of Common Stock issued and sold to an Agent in its capacity as principal under any Terms Agreement.
“Master Forward Confirmation” means, as applicable, the Master Forward Confirmation governing a Non-Contingent Forward (substantially in the form attached as Exhibit F) or a Contingent Forward (substantially in the form attached as Exhibit G).
“Non-Contingent Forward” has the meaning set forth in the introductory paragraph above.
“Sales Price” means, for each Forward Hedge Share or each Issuance Share, the actual sale execution price of each Forward Hedge Share or Issuance Share, respectively, sold by a Forward Seller or an Agent, as applicable, on the Exchange, in the case of ordinary brokers’ transactions, or as otherwise agreed by the parties in other methods of sale.
“Settlement Date” means any Forward Hedge Settlement Date or any Issuance Settlement Date (as defined below).
“Trading Day” means any day which is a trading day on the Exchange, other than a day on which trading is scheduled to close prior to its regular weekday closing time.
“Volume-Weighted Hedge Price” (i) means, with respect to any Non-Contingent Forward, the Volume-Weighted Hedge Price as defined in the applicable Master Forward Confirmation for Non-Contingent Forwards and (ii) with respect to any Contingent Forward, references in this Agreement to the Volume-Weighted Hedge Price shall be deemed to refer to the “Initial Share Price” as defined in the applicable Master Forward Confirmation for Contingent Forwards, except to the extent the context requires otherwise or the applicable Forward Placement Notice or Supplemental Confirmation provides otherwise.
The Company, the Operating Partnership and each Agent, Forward Purchaser and Forward Seller agree as follows:
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A Transaction Proposal shall not set forth a Specified Number of Issuance Shares, the Gross Sales Price of which, when added to the aggregate Gross Sales Price of Shares previously purchased and to be purchased pursuant to pending Transaction Acceptances (if any) hereunder and any Terms Agreements, results or could result in an aggregate Gross Sales Price that exceeds the Maximum Amount nor shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Company’s board of directors or, if permitted by applicable law and the Company’s charter and by-laws, a duly authorized committee thereof. The Company shall have responsibility for maintaining records with respect to the aggregate Gross Sales Price of Shares sold and for otherwise monitoring the availability of Issuance Shares for sale under the Registration Statement and for insuring that the aggregate Gross Sales Price of Shares offered and sold does not exceed, and the price at which any Issuance Shares are offered or sold is not lower than, the Maximum Amount and the minimum price authorized from time to time by the Company’s board of directors or, if permitted by applicable law and the Company’s charter and by-laws, a duly authorized committee thereof, respectively. In the event that more than one Transaction Acceptance with respect to any Purchase Date(s) is delivered by the applicable Agent to the Company, the latest Transaction Acceptance shall govern any sales of Issuance Shares for the relevant Purchase Date(s), except
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to the extent of any action taken by the Company occurring pursuant to a prior Transaction Acceptance and prior to the delivery to the Company of the latest Transaction Acceptance. The Company or the applicable Agent may, upon notice to the other such party either by email or telephone (confirmed promptly by email), suspend or terminate the offering of the Issuance Shares pursuant to Agency Transactions for any reason; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Issuance Shares sold hereunder prior to the giving of such notice or their respective obligations under any Terms Agreement. Notwithstanding the foregoing, if the terms of any Agency Transaction contemplate that Issuance Shares shall be sold on more than one Purchase Date, then the Company and the applicable Agent shall mutually agree to such additional terms and conditions as they deem reasonably necessary in respect of such multiple Purchase Dates, and such additional terms and conditions shall be set forth in or confirmed by, as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms contained therein.
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In the case of any sale by the Company pursuant to a Terms Agreement, the obligations of the Company pursuant to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the applicable Agent.
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As used in this Section 13, “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder, and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
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[Signature Page Follows]
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If the foregoing correctly sets forth the understanding between the Company, the Operating Partnership and each of the Agents, the Forward Purchasers and the Forward Sellers, please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company, the Operating Partnership and each of the Agents, the Forward Purchasers and the Forward Sellers.
Very truly yours,
FRONTVIEW REIT, INC.
By: /s/ Pierre Revol
Name: Pierre Revol
Title: Chief Financial Officer, Treasurer and Secretary
FRONTVIEW OPERATING PARTNERSHIP LP
By: FrontView REIT, Inc., its general partner
By: /s/ Pierre Revol
Name Pierre Revol
Title: Chief Financial Officer, Treasurer and Secretary
[Signature Page to Amended and Restated Distribution Agreement]
Accepted and agreed to as of the date first above written:
J.P. MORGAN SECURITIES LLC, as Agent and Forward Seller
By: /s/ Preston T. Ryman
Name: Preston Ryman
Title: Vice President
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Forward Purchaser
By: /s/ Preston T. Ryman
Name: Preston Ryman
Title: Vice President
[Signature Page to Amended and Restated Distribution Agreement]
BOFA SECURITIES, INC., as Agent and Forward Seller
By: /s/ Kevin King
Name: Kevin King
Title: Managing Director
BANK OF AMERICA, N.A., as Forward Purchaser
By: /s/ Jake Mendelsohn
Name: Jake Mendelsohn
Title: Managing Director
[Signature Page to Amended and Restated Distribution Agreement]
B. RILEY SECURITIES, INC., as Agent and Forward Seller
By: /s/ Andy Moore
Name: Andy Moore
Title: Chief Executive Officer
B. RILEY SECURITIES, INC, as Forward Purchaser
By: /s/ Andy Moore
Name: Andy Moore
Title: Chief Executive Officer
[Signature Page to Amended and Restated Distribution Agreement]
BTIG, LLC, as Agent
By: /s/ Anthony Wayne
Name: Anthony Wayne
Title: Managing Director
[Signature Page to Amended and Restated Distribution Agreement]
CANTOR FITZGERALD & CO., as Agent and Forward Seller
By: /s/ Sameer Vasudev
Name: Sameer Vasudev
Title: Managing Director
CF SECURED, LLC, as Forward Purchaser
By: /s/ Pascal Bandelier
Name: Pascal Bandelier
Title: Executive Managing Director
[Signature Page to Amended and Restated Distribution Agreement]
CAPITAL ONE SECURITIES, INC., as Agent
By: /s/ Phil Winiecki
Name: Phil Winiecki
Title: Managing Director
[Signature Page to Amended and Restated Distribution Agreement]
COMPASS POINT RESEARCH & TRADING, LLC, as Agent
By: /s/ Christopher Nealon
Name: Christopher Nealon
Title: President & COO
[Signature Page to Amended and Restated Distribution Agreement]
HUNTINGTON SECURITIES, INC., as Agent and Forward Seller
By: /s/ Peter Dippolito
Name: Peter Dippolito
Title: Head of Equity Capital Markets
HUNTINGTON SECURITIES, INC, as Forward Purchaser
By: /s/ Peter Dippolito
Name: Peter Dippolito
Title: Head of Equity Capital Markets
[Signature Page to Amended and Restated Distribution Agreement]
JEFFERIES LLC, as Agent and Forward Seller
By: /s/ Donald Lynaugh
Name: Donald Lynaugh
Title: Managing Director
JEFFERIES LLC, as Forward Purchaser
By: /s/ Donald Lynaugh
Name: Donald Lynaugh
Title: Managing Director
[Signature Page to Amended and Restated Distribution Agreement]
MIZUHO SECURITIES USA LLC, as Agent and Forward Seller
By: /s/ Ivana Rupcic-Hulin
Name: Ivana Rupcic-Hulin
Title: Managing Director
MIZUHO MARKETS AMERICAS LLC, as Forward Purchaser
By: /s/ Matthew Chiavaroli
Name: Matthew Chiavaroli
Title: Authorized Signatory
[Signature Page to Amended and Restated Distribution Agreement]
MORGAN STANLEY & CO. LLC, as Agent and Forward Seller
By: /s/ Daniel Croitoru
Name: Daniel Croitoru
Title: Vice President
MORGAN STANLEY & CO. LLC, as Forward Purchaser
By: /s/ Ellen Weinstein
Name: Ellen Weinstein
Title: Managing Director
[Signature Page to Amended and Restated Distribution Agreement]
NOMURA SECURITIES INTERNATIONAL, INC., as Forward Seller
By: /s/ Jason Eisenhauer
Name: Jason Eisenhauer
Title: Managing Director
NOMURA GLOBAL FINANCIAL PRODUCTS, INC., as Forward Purchaser
By: /s/ Jeffrey Petillo
Name: Jeffrey Petillo
Title: Authorized Representative
[Signature Page to Amended and Restated Distribution Agreement]
RAYMOND JAMES & ASSOCIATES, INC., as Agent and Forward Seller
By: /s/ Brad Butcher
Name: Brad Butcher
Title: Managing Director Inv. Banking
RAYMOND JAMES & ASSOCIATES, INC., as Forward Purchaser
By: /s/ Brad Butcher
Name: Brad Butcher
Title: Managing Director Inv. Banking
[Signature Page to Amended and Restated Distribution Agreement]
RBC CAPITAL MARKETS, LLC, as Agent and Forward Seller
By: /s/ J.T. Deignan
Name: J.T. Deignan
Title: Managing Director
ROYAL BANK OF CANADA, as Forward Purchaser
By: /s/ Chris Amery
Name: Chris Amery
Title: Managing Director
[Signature Page to Amended and Restated Distribution Agreement]
STONEX FINANCIAL INC., as Forward Seller
By: /s/ Anthony Di Ciollo
Name: Anthony Di Ciollo
Title: President – Stone X Financial Inc.
STONEX FINANCIAL INC., as Forward Purchaser
By: /s/ Anthony Di Ciollo
Name: Anthony Di Ciollo
Title: President – Stone X Financial Inc.
[Signature Page to Amended and Restated Distribution Agreement]
TRUIST SECURITIES, INC., as Agent and Forward Seller
By: /s/ Keith Carpenter
Name: Keith Carpenter
Title: Managing Director
TRUIST BANK, as Forward Purchaser
By: /s/ Rakesh Mangat
Name: Rakesh Mangat
Title: Managing Director
[Signature Page to Amended and Restated Distribution Agreement]
WELLS FARGO SECURITIES, LLC, as Agent and Forward Seller
By: /s/ Rohit Mehta
Name: Rohit Mehta
Title: Managing Director
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Forward Purchaser
By: /s/ Christine Roemer
Name: Christine Roemer
Title: Managing Director
[Signature Page to Amended and Restated Distribution Agreement]
Schedule A
Authorized Company Representatives
Stephen Preston, Chief Executive Officer and President
Pierre Revol, Chief Financial Officer, Secretary and Treasurer
Sean Fukumura, Chief Accounting Officer
Exhibit A
TERMS AGREEMENT
, 20__
[ ]1
Dear Sirs:
FrontView REIT, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Amended and Restated Distribution Agreement dated August [●], 2026 (the “Distribution Agreement”) between the Company, FrontView Operating Partnership LP, a Delaware limited partnership and J.P. Morgan Securities LLC, JPMorgan Chase Bank, National Association, BofA Securities, Inc., Bank of America, N.A., B. Riley Securities, Inc., BTIG, LLC, Cantor Fitzgerald & Co., Capital One Securities, Inc., Compass Point Research & Trading, LLC, CF Secured, LLC, Huntington Securities, Inc., Jefferies LLC, Mizuho Securities USA LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Royal Bank of Canada, StoneX Financial Inc., Truist Securities, Inc., Truist Bank, Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, to issue and sell to [ ] (the “Agent”) the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Distribution Agreement shall have the same meanings when used herein.
Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto.
An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to the Agent, is now proposed to be filed with the Securities and Exchange Commission.
Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto.
Notwithstanding any provision of the Distribution Agreement or this Terms Agreement to the contrary, the Company consents to the Agent trading in the Common Stock for Agent’s own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement.
[Signature Page Follows]
1 To be the name and address of applicable Agent.
A-2
If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Agent and the Company.
FRONTVIEW REIT, INC.
By: _______________________________
Name
Title:
Accepted and agreed as of the date first above written:
[ ]2
By: _________________________________
Name:
Title
2 To be the name of applicable Agent.
A-2
Schedule to Terms Agreement
Title of Purchased Securities:
Common Stock, par value $0.01 per share
Number of Shares of Purchased Securities:
[●] shares
Initial Price to Public:
$[●] per share
Purchase Price Payable by the Agent:
$[●] per share
Method of and Specified Funds for Payment of Purchase Price:
[By wire transfer to a bank account specified by the Company in same day funds.]
Method of Delivery:
[To the Agent’s account, or the account of the Agent’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.]
Settlement Date:
[●], 20[●]
Closing Location:
[●]
Documents to be Delivered:
The following documents referred to in the Distribution Agreement shall be delivered on the Settlement Date as a condition to the closing for the Purchased Securities (which documents shall be dated on or as of the Settlement Date and shall be appropriately updated to cover any Permitted Free Writing Prospectuses and any amendments or supplements to the Registration Statement, the Prospectus, any Permitted Free Writing Prospectuses and any documents incorporated by reference therein):
A-3
Time of sale: [●] [a.m./p.m.] (New York City time) on [●], [●]
Time of sale information:
A-4
Exhibit B
OFFICERS’ CERTIFICATE
B-5
Exhibit C-1
FORM OF OPINION AND NEGATIVE ASSURANCE STATEMENT OF
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP,
COUNSEL TO THE COMPANY AND THE OPERATING PARTNERSHIP
C-1-1
Exhibit C-2
FORM OF TAX OPINION OF
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP,
TAX COUNSEL TO THE COMPANY AND THE OPERATING PARTNERSHIP
C-2-1
Exhibit C-3
FORM OF OPINION VENABLE LLP,
MARYLAND COUNSEL TO THE COMPANY
C-2-2
Exhibit D
CFO Certificate
D-3
Exhibit E
Forward Placement Notice
[Date]
[Forward Purchaser]
[Address]
Attention: [•]
[Forward Seller]
[Address]
Attention: [●]
Reference is made to the Amended and Restated Distribution Agreement, dated as of August [●], 2026 (the “Distribution Agreement”), by and among FrontView REIT, Inc., a Maryland corporation (the “Company”), FrontView Operating Partnership LP, a Delaware limited partnership and J.P. Morgan Securities LLC, JPMorgan Chase Bank, National Association, BofA Securities, Inc., Bank of America, N.A., B. Riley Securities, Inc., BTIG, LLC, Cantor Fitzgerald & Co., Capital One Securities, Inc., Compass Point Research & Trading, LLC, CF Secured, LLC, Huntington Securities, Inc., Jefferies LLC, Mizuho Securities USA LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Royal Bank of Canada, StoneX Financial Inc., Truist Securities, Inc., Truist Bank, Wells Fargo Securities, LLC and Wells Fargo Bank, National Association. Capitalized terms used herein without definition shall have the respective meanings assigned thereto in the Distribution Agreement. This Forward Placement Notice relates to a “Forward.” The Company confirms that all conditions to the delivery of this Forward Placement Notice are satisfied as of the date hereof.
The Company confirms that it has not declared and will not declare any dividend, or caused or will cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, but excluding, the first Scheduled Trading Day of the related Forward Hedge Selling Period to, and including, the last Scheduled Trading Day of such Forward Hedge Selling Period.
If this Placement Notice relates to a Contingent Forward, the Company agrees and acknowledges that it has received a Contingent Forward Quote from the Forward Purchaser including the terms set forth below.
Effective Date of Delivery of Forward Placement Notice (determined pursuant to Section 1(g)):
[To be included for a Non-Contingent Forward only]
Number of Days in Forward Hedge Selling Period:
First Date of Forward Hedge Selling Period:
Last Date of Forward Hedge Selling Period:
Forward Hedge Settlement Date(s):
Forward Hedge Amount: $
[To be included for a Contingent Forward only]
Reference Price:
Initial Forward Price:
Contingency Premium:
E-1
Maximum Transaction Number of Shares: [●]
Sales Period Outside Date: [●]
Contingency Expiration Schedule:
Component Number |
Maximum Number of Shares |
Contingency Expiration Date |
1 |
[___] |
[___], 20[___] |
2 |
[___] |
[___], 20[___] |
[To be included in a Non-Contingent Forward and a Contingent Forward]
Forward Hedge Selling Commission Rate: %
|
|
|
|
Forward Price Reduction Dates |
|
Forward Price Reduction Amounts |
|
[Trade Date:] |
|
$ |
|
[ ] |
|
$ |
|
[ ] |
|
$ |
|
[ ] |
|
$ |
|
[Thereafter:] |
|
$ |
|
Term: [ ][Months/Years]
Spread: [ ] basis points
E-2
Minimum price (Adjustable by Company during the Forward Hedge Selling Period, and in no event less than $[ ] without your prior written consent, which consent may be withheld in your sole discretion): $ per share
Comments:
FRONTVIEW REIT, INC.
By: _______________________________
Name:
Title:
E-3
Exhibit F
FORM of non-contingent Master Forward Confirmation
[Included Under Separate Cover]
Exhibit G
Form of Contingent Master Forward Confirmation
Date: August [], 2026
To: FrontView REIT, Inc.,
3131 McKinney Avenue, Suite L10
Dallas, Texas 75204
From: [Dealer name and address]
Re: Master Confirmation – Contingent Forward Transactions
The purpose of this letter agreement (including the terms set forth in Appendix 1, this “Master Confirmation”) is to confirm the terms and conditions for one or more contingent forward transactions that FrontView REIT, Inc. a corporation incorporated under the laws of Maryland (“Company”), may enter into with [Dealer] (“Dealer”) from time to time. Each such transaction (a “Transaction”) entered into between Company and Dealer that is to be subject to this Master Confirmation shall be evidenced by a supplemental confirmation substantially in the form of Annex A hereto (a “Supplemental Confirmation”), with such modifications thereto as to which Company and Dealer mutually agree. This Master Confirmation and a Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below. The time of any Transaction is available upon request.
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Master Confirmation.
Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this Master Confirmation and a Supplemental Confirmation relate on the terms and conditions set forth below and therein.
If, in relation to any Transaction to which this Master Confirmation and a Supplemental Confirmation relate, there is any inconsistency between the Agreement, this Master Confirmation, such Supplemental Confirmation and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) the Equity Definitions; and (iv) the Agreement. The parties hereby agree that no Transaction other than the Transactions to which this Master Confirmation relate shall be governed by the Agreement. This Master Confirmation and the Agreement, together with the Supplemental Confirmation relating to a Transaction, shall constitute the written agreement between Company and Dealer with respect to such Transaction.
The Transactions hereunder shall be the sole Transactions under the Agreement. If there exists any ISDA Master Agreement between Dealer and Company or any confirmation or other agreement between Dealer and
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Company pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Company, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Dealer and Company are parties, none of the Transactions shall be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement.
General Terms:
Trade Date: For each Transaction, as set forth in the related Supplemental Confirmation.
Maturity Date: For each Transaction, as set forth in the related Supplemental Confirmation.
Seller: Company
Buyer: Dealer
Shares: The shares of Class A common stock, par value USD 0.01 per Share, of FrontView REIT, Inc. (“Issuer”) (Ticker: “FVR”)
Components: Each Transaction will be divided into a number of individual Components equal to the number of Components for such Transaction, each with the terms set forth in this Master Confirmation and the related Supplemental Confirmation, and, in particular, with the Maximum Number of Shares and Contingency Expiration Date set forth in the related Supplemental Confirmation. The payments and deliveries to be made upon settlement of each Transaction will be determined separately for each Component as if each Component were a separate Transaction under the Agreement.
Maximum Transaction Number of Shares: For each Transaction, as set forth in the related Supplemental Confirmation. For the avoidance of doubt, the Maximum Transaction Number of Shares for any Transaction shall not exceed the number of Shares introduced into the public markets by Forward Hedge Seller (as defined below) in connection with the Initial Hedge Position in respect of such Transaction pursuant to the Equity Distribution Agreement.
Transaction Number of Shares: For each Transaction, initially zero; and subject to increase from time to time pursuant to the terms set forth under “Contingency Terms” below. The Calculation Agent shall promptly notify Company of any change in the Transaction Number of Shares and the Maximum Number of Shares for each Component of such Transaction from time to time.
Maximum Number of Shares: With respect to each Component of a Transaction, the Maximum Transaction Number of Shares divided by the number of Components for such Transaction (rounded
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using a rounding convention determined by the Calculation Agent, with any remainder allocated to the final Component of such Transaction), as specified in the related Supplemental Confirmation. For the avoidance of doubt, the Maximum Number of Shares for any Component of a Transaction shall, if applicable, be reduced from time to time pursuant to terms set forth under “Contingency Terms” below.
Initial Forward Price: For each Transaction, initially as set forth in the related Supplemental Confirmation. The Initial Forward Price shall be decreased by the Forward Price Reduction Amounts set forth in the relevant Supplemental Confirmation under “Forward Price Reduction Amounts” on the corresponding Forward Price Reduction Dates set forth therein that occur on or before the Contingency Completion Date for such Transaction.
Forward Price: For each Transaction:
Forward Hedge Selling Commission Rate: For each Transaction, as set forth in the related Supplemental Confirmation.
Daily Rate: For any day, a rate (which may be positive or negative) equal to (i) (a) Overnight Bank Rate (or if the Overnight Bank Rate is no longer available, a successor rate selected by the Calculation Agent in its commercially reasonable discretion) for such day minus (b) the Spread divided by (ii) 360.
Overnight Bank Rate: For any day, the rate set forth for such day opposite the caption “United States Overnight bank funding rate”, as such rate is displayed on Bloomberg Screen “OBFR01 <Index> <GO>”, or any successor page; provided that, if no rate appears for a particular day on such page, the rate
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for the immediately preceding day for which a rate does so appear shall be used for such day.
Spread: For each Transaction, as set forth in the related Supplemental Confirmation.
Forward Price Reduction Dates: For each Transaction, as set forth in the related Supplemental Confirmation.
Forward Price Reduction Amounts: For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date in the Supplemental Confirmation.
Contingency Premium: For all Components comprising a Transaction, as set forth in the related Supplemental Confirmation.
Contingency Premium Payment Date: For each Transaction, the later of (i) the second Currency Business Day following the Trade Date for such Transaction and (ii) the first Currency Business Day following the date on which Company executes the related Supplemental Confirmation evidencing such Transaction.
It shall be a condition to Dealer’s obligation to pay to Company the Contingency Premium on the Contingency Premium Payment Date that Company shall have satisfied (or caused to have satisfied) each of the conditions set forth in Section 8 of this Master Confirmation.
Initial Share Price: For each Transaction, unless otherwise agreed between the parties, the volume-weighted average price per Share at which Forward Hedge Seller establishes the initial hedge of the equity price risk undertaken by Dealer with respect to the Maximum Transaction Number of Shares for such Transaction during the Forward Hedge Selling Period (as defined in the Equity Distribution Agreement) by selling Shares in transactions effected under the Prospectus (as defined in the Equity Distribution Agreement (as defined below)), net of any sales commissions or other discounts as set forth in the Equity Distribution Agreement, in amounts and at times determined by Dealer (or Forward Hedge Seller) but pursuant to commercially reasonable instructions or parameters (e.g., limit prices) as Company may notify Dealer from time to time (and Dealer will use good faith efforts to comply with any such instructions or parameters, subject to market conditions, and subject to applicable legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer), and as set forth in the Supplemental Confirmation The number of Shares comprising Dealer’s initial hedge is referred to herein as the “Initial Hedge Position”.
Equity Distribution Agreement: The Equity Distribution Agreement, dated as of February 27, 2026, as amended and restated on August 19, 2026, as may be amended and/or supplemented from time to time,
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among the Company, FrontView Operating Partnership LP (“Operating Partnership”), and Dealer, as Forward Purchaser, Agent and Forward Seller and the other parties thereto (the “Equity Distribution Agreement”)
Exchange: The New York Stock Exchange
Related Exchange(s): All Exchanges
Clearance System: The Depository Trust Company (“DTC”)
Prepayment: Not Applicable
Variable Obligation: Not Applicable
Contingency Terms:
In respect of any Component:
Contingency: On any Scheduled Trading Day from, and including, the Scheduled Trading Day following the end of the Forward Hedge Selling Period to, and including, the Contingency Expiration Date for such Component between 9:00 a.m. (New York City time) and 7:00 p.m. (New York City time), Dealer may, from time to time, designate any number of Shares with respect to such Component (the “Designated Shares” and each such Scheduled Trading Day on which such designation occurred, a “Contingency Exercise Date”) up to the then-Maximum Number of Shares with respect to such Component, in which case the Transaction Number of Shares with respect to the relevant Transaction shall be increased by such number of Designated Shares and the Maximum Number of Shares for such Component shall be reduced by such number of Designated Shares; provided that, unless Dealer notifies Company otherwise by 9:00 a.m. (New York City time) on the Scheduled Trading Day immediately following such Contingency Expiration Date), if the Reference Price is greater than the Initial Forward Price, Dealer shall be deemed to have designated Designated Shares equal to the then-Maximum Number of Shares with respect to such Component. For the avoidance of doubt, subject to the immediately preceding proviso, Dealer’s right to designate any Designated Shares with respect to any then-Maximum Number of Shares shall be deemed to have expired as of 7:00 p.m. (New York City time) on such Contingency Expiration Date, and the Maximum Number of Shares with respect to such Component shall be reduced to zero. At any time, the portion of the relevant Transaction corresponding to the Transaction Number of Shares is referred to herein as the “Contingency Exercised Portion,” and the remaining portion is referred to herein as the “Remaining Contingency Portion.”
Contingency Expiration Dates: As set forth in the related Supplemental Confirmation (or, if such date is not a Scheduled Trading Day, the next
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following Scheduled Trading Day that is not already a Contingency Expiration Date for another Component under any Transaction).
Reference Price: The official closing price of a Share on the relevant Contingency Expiration Date published on Bloomberg Page “<FVR US EQUITY> <HP>” (or any successor page thereto), or if such price is not so reported on such date for any reason or is manifestly erroneous, the Reference Price on such Contingency Expiration Date shall be determined by the Calculation Agent in good faith and in a commercially reasonable manner.
Market Disruption Event: The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and replacing the words “or (iii) an Early Closure” with “(iii) an Early Closure that the Calculation Agent determines is material, or (iv) a Regulatory Disruption, in each case at any time on any Scheduled Trading Day during the period commencing on, and including, the Trade Date of the relevant Transaction to, and including, the Contingency Expiration Date of such Component (such period, the “Term of a Component”) or during any Unwind Period”.
The definition of “Early Closure” in Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
Notwithstanding the second and third sentences of Section 3.1(f) of the Equity Definitions, if any Scheduled Trading Day during the Term of a Component is a Disrupted Day, then Dealer may postpone the Contingency Expiration Date specified in the related Supplemental Confirmation for such Transaction to a Scheduled Trading Day determined by Dealer.
Regulatory Disruption: Any event that Dealer, in its discretion, determines based on advice of counsel and applied uniformly across similar transactions makes it appropriate with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer or its affiliates), for Dealer to refrain from or decrease any market activity in connection with the relevant Transaction. Whenever a Regulatory Disruption occurs, Dealer shall notify Company of such occurrence as soon as reasonably practicable under the circumstances; provided that Dealer shall not be required to communicate to Company the reason for Dealer’s exercise of its rights pursuant to this provision if Dealer reasonably determines in good faith that
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disclosing such reason may result in a violation of any legal, regulatory, or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer).
Settlement Terms:
Settlement Date: Any Scheduled Trading Day following the Contingency Completion Date for any Transaction and up to and including the Maturity Date for such Transaction that is either:
provided that such Maturity Date will be a Settlement Date if on such date the Transaction Number of Shares for such Transaction for which a Settlement Date has not already been designated is greater than zero.
Settlement Shares: (a) With respect to any Settlement Date other than the Maturity Date for such Transaction, the number of Shares designated as such by Company in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Section 8(f) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Transaction Number of Shares for such Transaction at that time and (ii) in the
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case of a designation by Company, the aggregate number of Shares designated as such by Company with respect to such Transaction be at least equal to the lesser of [100,000] and the Transaction Number of Shares for such Transaction at that time, in each case determined taking into account pending Settlement Shares; and
(b) with respect to the Settlement Date on the Maturity Date for such Transaction, a number of Shares equal to the Transaction Number of Shares for such Transaction at that time;
in each case with the Transaction Number of Shares for such Transaction determined taking into account pending Settlement Shares.
Settlement Method: Physical Settlement, Cash Settlement, or Net Share Settlement, at the election of Company as set forth in a Settlement Notice that satisfies the Settlement Notice Requirements; provided that Physical Settlement shall apply (i) if no Settlement Method is validly selected, (ii) with respect to any Settlement Shares in respect of which Dealer is unable, in good faith and in its commercially reasonable discretion, to unwind its hedge by the end of the Unwind Period (taking into account any restrictions on Dealer resulting from any Overlap Unwind Period (as defined below)) (A) in a manner that, in the reasonable discretion of Dealer, is consistent with the requirements for qualifying for the safe harbor provided by Rule 10b-18 or (B) due to the occurrence of Disrupted Days or to the lack of sufficient liquidity in the Shares on any Exchange Business Day during the Unwind Period and (iii) to any Termination Settlement Date (as defined under “Termination Settlement” in Section 8(f) below); provided further that, if Physical Settlement applies under clause (ii) immediately above, Dealer shall provide written notice to Company at least one Scheduled Trading Day prior to the applicable Settlement Date.
Settlement Notice Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Company that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless (i) Company delivers to Dealer with such Settlement Notice representations, dated as of the date of such Settlement Notice and signed by Company, in the form set forth in “Settlement Method Election Representations” below and (ii) the same Settlement Method is specified to be applicable for all Components of a Transaction designated in such Settlement Notice.
Settlement Method Election
Representations: (A) Company is not aware of any material nonpublic information concerning itself or the Shares, (B) Company is electing Cash Settlement or Net Share Settlement in
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good faith and not as part of a plan or scheme to evade compliance with Rule 10b-5 under the Exchange Act (“Rule 10b-5”) or any other provision of the federal securities laws, (C) it is not making such election to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares), (D) such election, and settlement in accordance therewith, does not and will not violate or conflict with any law, regulation or supervisory guidance applicable to Company, or any order or judgment of any court or other agency of government applicable to it or any of its assets, and any governmental consents that are required to have been obtained by Company with respect to such election or settlement have been obtained and are in full force and effect and all conditions of any such consents have been complied with and (E) Company will be able to purchase the number of Shares equal to the greater of (x) the number of Settlement Shares designated in the relevant Settlement Notice and (y) a number of Shares with a value as of the date of such Settlement Notice equal to the product of (I) such number of Settlement Shares and (II) the applicable Forward Price(s) for such Cash Settlement or Net Share Settlement, in compliance with the laws of Company’s jurisdiction of organization in accordance with its organizational documents and the required corporate approvals thereunder (if any).
Physical Settlement: If Physical Settlement is applicable, then Company shall deliver to Dealer through the Clearance System a number of Shares equal to the Settlement Shares for such Settlement Date, and Dealer shall pay to Company, by wire transfer of immediately available funds to an account designated by Company, an amount equal to the Physical Settlement Amount for such Settlement Date. If, on any Settlement Date, the Shares to be delivered by Company to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the Physical Settlement Amount payable by Dealer to Company in respect of the Deferred Shares shall be reduced by the corresponding Forward Price Reduction Amount set forth in the relevant Supplemental Confirmation under “Forward Price Reduction Amounts” for such Forward Price Reduction Date, multiplied by the number of Deferred Shares.
Physical Settlement Amount: For any Settlement Date for which Physical Settlement is applicable, an amount in cash equal to the product of (a) the Forward Price for such Transaction in effect on the relevant Settlement Date multiplied by (b) the Settlement Shares for such Settlement Date.
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Cash Settlement: On any Settlement Date in respect of which Cash Settlement applies, if the Cash Settlement Amount is a positive number, Dealer will pay the Cash Settlement Amount to Company. If the Cash Settlement Amount is a negative number, Company will pay the absolute value of the Cash Settlement Amount to Dealer. Such amounts shall be paid on such Settlement Date by wire transfer of immediately available funds.
Cash Settlement Amount: An amount determined by the Calculation Agent equal to:
Net Share Settlement: On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a (i) positive number, Dealer shall deliver a number of Shares to Company equal to the Net Share Settlement Shares, or (ii) negative number, Company shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its commercially reasonable judgment that it would be required to deliver Net Share Settlement Shares to Company, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date.
Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Cash Settlement Amount divided by the Unwind Price, with the number of Shares rounded up in the event such calculation results in a fractional number.
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Unwind Period: The period from and including the first Exchange Business Day following the date Company validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the Exchange Business Day preceding such Settlement Date, subject to “Other Forwards” as described in 8(d) below and “Termination Settlement” as described in Section 8(f) below.
Other Applicable Provisions: To the extent Dealer or Company is obligated to deliver Shares hereunder, the provisions of Sections 9.2 (last sentence only), 9.4, 9.8, 9.9, 9.10 and 9.11 of the Equity Definitions will be applicable as if “Physical Settlement” applied to the Transaction; provided that, in such case, with respect to any delivery of Shares by Dealer, the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Company is the issuer of the Shares.
Potential Adjustment Events; Dividends:
Method of Adjustment: Calculation Agent Adjustment. For the avoidance of doubt, in making any adjustments under the Equity Definitions, the Calculation Agent may make commercially reasonable adjustments, if any, to any one or more of the Initial Forward Price, the Forward Price, the Maximum Number of Shares for any Component and the Transaction Number of Shares. Notwithstanding the foregoing, any cash dividends or distributions on the Shares, whether or not extraordinary, shall be governed by the provisions of “Dividend Adjustment” below in lieu of Article 10 or Section 11.2(c) of the Equity Definitions with respect to the Remaining Contingency Portion of each Transaction or by the provisions of “Acceleration Events” and “Termination Settlement” as described in Section 8(e) and Section 8(f), respectively, below with respect to the Contingency Exercised Portion of such Transaction.
Dividend Adjustment: If at any time during the period from, and including, a Forward Price Reduction Date for a Transaction to, but excluding, the succeeding Forward Price Reduction Date, an ex-dividend date for any cash dividend occurs with respect to the Shares (an “Ex-Dividend Date”), and that dividend, together with any and all other cash dividends with an ex-dividend date occurring during the same period, is greater than the Forward Price Reduction Amount corresponding to the first such succeeding Forward Price Reduction Date on a per Share basis, then the Calculation Agent will adjust one or more of the Initial Forward Price, the Maximum Number of Shares for any Component of such Transaction or any other variable relevant to the valuation, exercise, settlement, payment or other terms of such Component to preserve the fair value of the
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Remaining Contingency Portion of the Transaction to Dealer after taking into account such dividend.
Extraordinary Events: Notwithstanding anything to the contrary in the Equity Definitions, with respect to the Remaining Contingency Portion of any Transaction, the consequences of any Extraordinary Event or any Announcement Event shall be as specified below in this Section 2 of this Master Confirmation, and with respect to the Contingency Exercised Portion of such Transaction, the consequences of any Extraordinary Event shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Section 8(e) and Section 8(f), respectively.
New Shares: Section 12.1(i) of the Equity Definitions is hereby amended (a) by deleting the text in clause (i) thereof in its entirety (including the word “and” following clause (i)) and replacing it with the phrase “publicly quoted, traded or listed (or whose related depositary receipts are publicly quoted, traded or listed) on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)” and (b) by inserting immediately prior to the period the phrase “and (iii) of an entity or person that is a corporation organized under the laws of the United States, any State thereof or the District of Columbia that also becomes Company under the applicable Transaction following such Merger Event or Tender Offer”.
Consequence of Merger Events:
Merger Event: Applicable
Share-for-Share: Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of Dealer
Share-for-Other: Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of Dealer
Share-for-Combined: Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of Dealer
Consequence of Tender Offers:
Tender Offer: Applicable
Share-for-Share: Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of Dealer
Share-for-Other: Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of Dealer
Share-for-Combined: Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of Dealer
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Composition of Combined
Consideration: Not Applicable; provided that, notwithstanding Sections 12.1 and 12.5(b) of the Equity Definitions, to the extent that the composition of the consideration for the relevant Shares pursuant to a Tender Offer or Merger Event could be determined by a holder of the Shares, the Calculation Agent will determine such composition.
Announcement Event: If (i) an Announcement Date occurs in respect of any event or transaction that would, if consummated, lead to a Merger Event (for purposes of this and related provisions, the definition of Merger Event shall be read with the references therein to “100%” being replaced by “15%” and references to “50%” being replaced by “75%” and without reference to the clause beginning immediately following the definition of Reverse Merger therein to the end of such definition), a Tender Offer, or other acquisition or disposition by Company or its subsidiaries where the aggregate consideration or value exceeds 15% of the market capitalization of Company as of the Announcement Date (such other acquisition or disposition, a “Significant Transaction”) or (ii) there is a public announcement or statement by Company of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertakings that may include, a Merger Event, Tender Offer or Significant Transaction, or any subsequent announcement or statement of a change to such intention (the occurrence of (i) or (ii), an “Announcement Event”), as determined by the Calculation Agent, then the “Consequences of Announcement Event” set forth below shall apply in respect of such Announcement Event. For purposes of any Transaction, a Significant Transaction shall be an Extraordinary Event.
Announcement Date: The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions is hereby amended by (i) adding the words “or a Significant Transaction” immediately following the words “Merger Event” in the second and third lines thereof, (ii) replacing the words “a firm” with the word “any” in the second and fourth lines thereof, (iii) replacing the word “leads to the” with the words “would, if consummated, lead to a” in the third and the fifth lines thereof, (iv) adding after the words “voting shares” in the fifth line thereof the words “, voting power or Shares”, (v) inserting the words “by any person” after the word “announcement” in the second and the fourth lines thereof and (vi) inserting the words “, as determined by the Calculation Agent, or any subsequent public announcement of a change to such transaction or intention (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuance of, such a transaction or intention)” at the end of each of clauses (i) and (ii) thereof.
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Consequences of Announcement Event: With respect to any Announcement Event, the Calculation Agent may determine the economic effect of such Announcement Event on the theoretical value of each Component of the Transaction to Dealer (including without limitation any change in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction) (i) one or more times on or after the relevant Announcement Date or other date of announcement and (ii) on the Contingency Expiration Date or any earlier date of termination or cancellation for such Component and, in the case of clause (i) or (ii), (x) the Calculation Agent may adjust the terms of such Component to account for such economic effect and determine the effective date of such adjustment or (y) if the Calculation Agent determines, on or after the Announcement Date or other date of announcement, that no adjustment it could make under clause (x) above is likely to produce a commercially reasonable result, may notify the parties that such Component of the Transaction will be terminated, in which case the amount payable upon such termination will be determined pursuant to the terms of this Master Confirmation as if such Announcement Event were an Extraordinary Event to which Cancellation and Payment were applicable. For the avoidance of doubt, any such adjustment shall be without prejudice to the application of the provisions set forth in the preceding sentence, “Consequences of Merger Events” or “Consequences of Tender Offers” with respect to any other Announcement Date in respect of the same event or transaction, or, if the related Merger Date or Tender Offer Date occurs on or prior to the Contingency Expiration Date or earlier date of termination or cancellation for such Component, with respect to the related Merger Event or Tender Offer; provided that any such adjustment shall be taken into account by the Calculation Agent or the Determining Party, as the case may be, in determining any subsequent adjustment to the terms of the Transaction, or in subsequently determining any payment amount, Cancellation Amount or Early Termination Amount, as the case may be, on account of any related Announcement Date, Merger Event or Tender Offer.
Nationalization, Insolvency or Delisting: Cancellation and Payment; provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.
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Limitation on Certain Adjustments: Notwithstanding any provision of the Equity Definitions or this Master Confirmation to the contrary, no adjustment as a result of a Potential Adjustment Event (other than a Potential Adjustment Event described in Section 11.2(e)(i) or (ii)(A) of the Equity Definitions) or an Extraordinary Event shall increase the Maximum Transaction Number of Shares. Notwithstanding any provision of the Equity Definitions or this Master Confirmation to the contrary, if the Calculation Agent determines that no such adjustment that it could make in accordance with the preceding sentence will produce a commercially reasonable result, then the Calculation Agent may notify the parties that the consequence of such event shall be the termination of such Transaction, in which case “Cancellation and Payment” will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions.
Additional Disruption Events:
Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”, (ii) deleting the words “a party to such Transaction” in the fifth line thereof and replacing them with the words “Dealer”, (iii) replacing the word “Shares” with “Hedge Positions” in the sixth line thereof, (iv) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” and (v) adding the words “, or holding, acquiring or disposing of Shares or any Hedge Positions relating to,” after the word “under” in clause (Y) thereof.
Failure to Deliver: Not Applicable
Insolvency Filing: Applicable
Hedging Disruption: Applicable; provided that:
(i) Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section:
“For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”; and
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(ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”.
Increased Cost of Hedging: Applicable
Loss of Stock Borrow: Applicable
Maximum Stock Loan Rate: [__] basis points
Increased Cost of Stock Borrow: Applicable
Initial Stock Loan Rate: [__] basis points
Hedging Party: For all applicable Additional Disruption Events, Dealer.
Determining Party: For all applicable Extraordinary Events, Dealer.
Non-Reliance: Applicable
Agreements and Acknowledgments
Regarding Hedging Activities: Applicable
Additional Acknowledgments: Applicable
To be advised under separate cover or telephone confirmed prior to each Settlement Date.
Account for delivery of Shares from Company:
To be advised under separate cover or telephone confirmed prior to each Settlement Date.
Account for delivery of Shares to Company:
To be advised under separate cover or telephone confirmed prior to each Settlement Date.
[•]
Account for delivery of Shares from Dealer:
To be advised.
Account for delivery of Shares to Dealer:
To be advised.
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FrontView REIT, Inc.,
3131 McKinney Avenue, Suite L10
Dallas, Texas 75204
[Dealer]
Address: [•]
Attention: [•]
Telephone: [•]
Email: [•]
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[Signature page follows.]
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Please confirm by signing below that the foregoing correctly sets forth the terms of the agreement between Dealer and Company with respect to any Transaction contemplated by this Master Confirmation and return to us.
Yours faithfully,
[DEALER]
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By: |
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Name: |
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Title: |
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Agreed and Accepted By:
FRONTVIEW REIT, INC.
By: _______________________________________
Name:
Title:
Agreed and Accepted By with respect to Appendix I “Indemnity and Limitation on Liability” in Paragraph (z) herein:
FRONTVIEW OPERATING PARTNERSHIP LP
By: ________________________________________
Name:
Title:
[Signature Page to Contingent Forward Master Confirmation]
G-23
APPENDIX 1
ADDITIONAL PROVISIONS
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1 Subject to Dealer.
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2 Subject to Dealer.
G-26
Share Termination Alternative: If applicable, Company shall deliver to Dealer the Share Termination Delivery Property on the date (the “Share Termination Payment Date”) on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or Section 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable, subject to Paragraph (l)(i) below, in satisfaction, subject to Paragraph (l)(ii) below, of the relevant Payment Obligation, in the manner reasonably requested by Dealer free of payment.
Share Termination Delivery Property: A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the relevant Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the amount of Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price (without giving effect to any discount pursuant to Paragraph (l)(i) below).
Share Termination Unit Price: The value to Dealer of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent in its discretion by commercially reasonable means. In the case of a Private Placement of Share Termination Delivery Units that are Restricted Shares (as defined below), as set forth in Paragraph (l)(i) below, the Share Termination Unit Price shall be determined by the discounted price applicable to such Share Termination Delivery Units. In the case of a Registration Settlement of Share Termination Delivery Units that
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are Restricted Shares (as defined below) as set forth in Paragraph (l)(ii) below, notwithstanding the foregoing, the Share Termination Unit Price shall be the Reference Price on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable. The Calculation Agent shall notify Company of the Share Termination Unit Price at the time of notification of such Payment Obligation to Company or, if applicable, at the time the discounted price applicable to the relevant Share Termination Units is determined pursuant to Paragraph (l)(i).
Share Termination Delivery Unit: One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event. If such Nationalization, Insolvency or Merger Event involves a choice of Exchange Property to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.
Failure to Deliver: Inapplicable
Other applicable provisions: If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.11 and 9.12 (as modified above) of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination Settled” and all references to “Shares” shall be read as references to “Share Termination Delivery Units”. “Share Termination Settled” in relation to a Transaction means that the Share Termination Alternative is applicable to such Transaction.
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3 Subject to Dealer.
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4 Subject to Dealer.
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(A) deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B); and
(B) replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the penultimate sentence.
(A) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and
(B) (1) deleting subsection (C) in its entirety, (2) deleting the word “or” immediately preceding subsection (C), (3) deleting the penultimate sentence in its entirety and replacing it with the sentence “The Hedging Party will determine the Cancellation Amount payable by one party to the other.” and (4) deleting clause (X) in the final sentence.
(A) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and
(B) (1) deleting subsection (C) in its entirety, (2) deleting the word “or” immediately preceding subsection (C) and (3) deleting the final sentence in its entirety and replacing it with the
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sentence “The Hedging Party will determine the Cancellation Amount payable by one party to the other.”
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ANNEX A
FORM OF SUPPLEMENTAL CONFIRMATION
Date: [___], 20[___]
From: [Dealer]
To: [•]
[•]
The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between [Dealer] (“Dealer”) and FrontView REIT, Inc. a corporation incorporated under the laws of Mayland (“Company”), on the Trade Date specified below. This Supplemental Confirmation is a binding contract between Dealer and Company as of the relevant Trade Date for the Transaction referenced below.
1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation – Contingent Forward Transactions dated as August [], 2026 between Dealer and Company (as amended and supplemented from time to time, the “Master Confirmation”). All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.
2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:
Trade Date: |
[___], 20[___] |
Maturity Date: |
[___], 20[___] |
Maximum Transaction Number of Shares: |
[___] Shares |
Initial Forward Price: |
USD [___] |
Contingency Premium: |
USD [___] |
Initial Share Price: |
USD [___] |
Forward Hedge Selling Commission Rate: |
[insert ATM fee for contingent forward]% |
Spread: |
[___] |
Sales Period Outside Date: |
[___], 20[___] |
[Contingent Forward Exclusivity End Date: |
[___], 20[___]] |
The Forward Price Reduction Dates and Forward Price Reduction Amounts for the Transaction are as set forth below.
Forward Price Reduction Date |
Forward Price Reduction Amount |
Trade Date |
USD 0 |
[___], 20[___] |
USD [___] |
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[___], 20[___] |
USD [___] |
[___], 20[___] |
USD [___] |
[___], 20[___] |
USD [___] |
For each Component of the Transaction, the Maximum Number of Shares and the Contingency Expiration Dates are as set forth below.
Component Number |
Maximum Number of Shares |
Contingency Expiration Date |
1 |
[___] |
[___], 20[___] |
2 |
[___] |
[___], 20[___] |
3 |
[___] |
[___], 20[___] |
… |
[___] |
[___], 20[___] |
[Signature Page Follows.]
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Company hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Supplemental Confirmation relates by manually signing this Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending an executed copy to us.
Yours sincerely,
[DEALER]
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Name: |
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Title: |
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Confirmed as of the date first above written:
FRONTVIEW REIT, INC.
By:___________________________________
Name:
Title:
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Exhibit 5.1
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750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202 T 410.244.7400 F 410.244.7742 www.Venable.com |
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August 19, 2026
FrontView REIT, Inc.
3131 McKinney Avenue, Suite L10
Dallas, Texas 75204
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as Maryland counsel to FrontView REIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the offering and sale of shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, having an aggregate gross sales price of up to $125,000,000, in at-the-market offerings, covered by the above-referenced Registration Statement, and all amendments related thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement and the related form of prospectus included therein, as supplemented by the Prospectus Supplement, dated August 19, 2026 (together, the “Prospectus”), in the form in which it was transmitted to the Commission under the 1933 Act;
2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
5. Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company (the “Board”) and a duly authorized committee thereof, relating to, among other matters, the registration, sale and issuance of the Shares and the shares of Common Stock (the “Confirmation Shares”) that may be issued and delivered by the Company pursuant to any Forward Contract (as defined below), certified as of the date hereof by an officer of the Company;
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FrontView REIT, Inc.
August 19, 2026
Page 2
6. The Amended and Restated Distribution Agreement, dated as of August 19, 2026 (the “Distribution Agreement”), by and among the Company, FrontView Operating Partnership LP, a Delaware limited partnership (the “OP”), and each of 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, each in its capacity as sales agent or principal, 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, each in its capacity as forward purchaser (the “Forward Purchasers”), and J.P. Morgan Securities LLC, BofA Securities, Inc., B. Riley Securities, Inc., Cantor Fitzgerald & Co., Huntington Securities, Inc., Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as its agent), Raymond James & Associates, Inc., RBC Capital Markets, LLC, StoneX Financial Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, each in its capacity as forward seller;
7. Fourteen separate Master Forward Confirmations (collectively, the “Master Confirmations”), each dated as of (i) February 27, 2026, by and among the Company, the OP and each of JPMorgan Chase Bank, National Association, Bank of America, N.A., B. Riley Securities, Inc., Huntington Securities, Inc., Jefferies LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Royal Bank of Canada, StoneX Financial Inc., Truist Bank and Wells Fargo Bank, National Association and (ii) August 19, 2026, by and among the Company, the OP and each of CF Secured, LLC and Raymond James & Associates, Inc.;
8. The form of supplemental confirmations for non-contingent forward transactions (the “Form of Supplemental Confirmation”) attached to each Master Confirmation that may be entered into by and between the Company and the applicable Forward Purchaser in relation to any Non-Contingent Forward (as defined in the Distribution Agreement);
9. The form of master forward confirmation and related supplemental confirmation for contingent forward transactions (the “Form of Continent Forward Confirmation”) attached to the Distribution Agreement that may be entered into by and among the Company, the OP and the applicable Forward Purchaser in relation to any Contingent Forward (as defined in the Distribution Agreement);
10. A certificate executed by an officer of the Company, dated as of the date hereof; and
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FrontView REIT, Inc.
August 19, 2026
Page 3
11. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. None of the Shares or the Confirmation Shares have been or will be issued or transferred in violation of the restrictions on transfer and ownership of shares of stock of the Company set forth in Article VII of the Charter.
6. Upon the issuance of any Shares or Confirmation Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
7. Prior to the issuance of any Confirmation Shares in a Non-Contingent Forward, the Company will enter into a supplemental confirmation with a Forward Purchaser in relation to any Non-Contingent Forward (each, a “Supplemental Confirmation”). Each Supplemental Confirmation will not differ in any manner material to this opinion from the Form
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of Supplemental Confirmation, in accordance with the applicable Master Confirmation (such Supplemental Confirmation and Master Confirmation, a “Non-Contingent Forward Contract”).
8. Prior to the issuance of any Confirmation Shares in a Contingent Forward, the Company will enter into a master forward confirmation and related supplemental confirmation with a Forward Purchaser in relation to any Contingent Forward (each, a “Contingent Forward Confirmation”). Each Contingent Forward Confirmation will not differ in any manner material to this opinion from the Form of Contingent Forward Confirmation, in accordance with the Distribution Agreement (any such Contingent Forward Confirmation or any Non-Contingent Forward Contract, a “Forward Contract”).
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance and sale of any Shares by the Company pursuant to the Distribution Agreement and the issuance and delivery of any Confirmation Shares by the Company pursuant to any Forward Contract have been duly authorized and, when and if issued and delivered by the Company pursuant to the terms of the Distribution Agreement, any applicable Forward Contract, the Registration Statement, the Resolutions and any other resolutions adopted by the Board or any duly-authorized committee thereof relating thereto, the Shares and the Confirmation Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or any other state law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the offering and sale of the
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Shares (the “Current Report”). We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/Venable LLP