FVR 8-K/A
FrontView REIT, Inc. (FVR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2026 ( |
(Exact name of Registrant as Specified in Its Charter)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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.
EXPLANATORY NOTE
Item 1.01 Entry into a Material Definitive Agreement.
Sale of Preferred Stock
On February 10, 2026, the Company, issued an aggregate of 250,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) for $100.00 per share for gross proceeds of approximately $25.0 million to Maewyn FVR II LP (the “Maewyn Purchaser”), Rebound Investment, LP and Petrus Special Situations Fund, L.P. (collectively, the “Purchasers”). The terms of the Series A Preferred Stock have been previously disclosed in the Company’s Current Report on Form 8-K filed on November 18, 2025 (the “November 2025 8-K”), which description is incorporated by reference into this Item 1.01 of this Current Report on Form 8-K.
First Amendment to the Amended and Restated Partnership Agreement of FrontView Operating Partnership LP
On February 10, 2026, the Company, as sole general partner of FrontView Operating Partnership LP (the “Operating Partnership”), entered into an amendment (the “OP Amendment”) to the amended and restated partnership agreement of the Operating Partnership (the “Partnership Agreement”).
The OP Amendment creates a new class of partnership units designated as Series A Convertible Preferred Units (“Series A Preferred Units”), having economic terms and designations, powers, preferences, rights and restrictions that are substantially similar to the Series A Preferred Stock. The Company contributed the proceeds received from the sale of the Series A Preferred Stock to the Operating Partnership in exchange for the issuance of 250,000 Series A Preferred Units to the Company. The OP Amendment also includes certain clarifying changes related to the distributions and allocations to be made by the Operating Partnership in respect of performance-based vesting LTIP Units.
The foregoing description of the OP Amendment is only a summary and is qualified in its entirety by reference to the full text of the OP Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of the November 8-K and Item 1.01 of the Amendment is incorporated by reference into this Item 3.02.
The Company has issued 250,000 shares of Series A Preferred Stock to the Purchasers. The offer of the Series A Preferred Stock was made, and the sale and issuance of the Series A Preferred Stock are being made, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Company relied on these exemptions from registration based in part on the nature of the transaction and the representations made by the Purchasers in the Investment Agreement.
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in Item 5.03 with respect to the Articles Supplementary is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 9, 2025, the Company filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary (the “Articles Supplementary”) classifying the Series A Preferred Stock and establishing the preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of the Series A Preferred Stock. The terms of the Articles Supplementary have been previously disclosed in the November 2025 8-K, which description is incorporated by reference into this Item 5.03 of this Current Report on Form 8-K.
The foregoing description of the Articles Supplementary is only a summary and is qualified in its entirety by reference to the full text of the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
INDEX TO EXHIBITS
Exhibit No. |
Description |
3.1 |
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10.1 |
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104 |
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: |
February 27, 2026 |
By: |
/s/ Stephen Preston |
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Stephen Preston |
Exhibit 3.1
FRONTVIEW REIT, INC.
Articles Supplementary
Series A Convertible Preferred Stock
FrontView REIT, Inc., a Maryland corporation (the “Corporation”), does hereby certify to the State Department of Assessments and Taxation of Maryland that:
FIRST: Under a power contained in Sections 2-105 and 2-208 of the Maryland General Corporation Law and Article VI of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation, by duly adopted resolutions, classified and designated 750,000 shares of authorized but unissued preferred stock, par value of $0.01 per share, of the Corporation (the “Preferred Stock”), as shares of a series of Preferred Stock, designated as Series A Convertible Preferred Stock (the “Convertible Preferred Stock”), with the following preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, including Exhibits A, B-1 and B-2, which, upon any restatement of the Charter, shall become part of Article VI of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof.
Section 1. Definitions.
“Adjusted Funds From Operations” means, with respect to the Corporation and its Subsidiaries on a consolidated basis, for any calendar quarter, “Adjusted Funds From Operations” or “AFFO” (or similar term) as defined and presented in the earnings press release issued by the Corporation for such calendar quarter. Notwithstanding the foregoing, for purposes of these Articles Supplementary, “Adjusted Funds From Operations” shall not include any adjustment for gains on sales.
“Adjusted Funds From Operations Per Share” means, for any calendar quarter, an amount equal to (a) the Adjusted Funds From Operations for such calendar quarter divided by (b) the Diluted Weighted Average Shares Outstanding as of the Close of Business on the last calendar day of such calendar quarter.
“Affiliate” has the meaning set forth in Rule 144.
“Articles Supplementary” means the terms of the Convertible Preferred Stock, as initially set forth in these Articles Supplementary and has become a part of the Charter.
“As-Converted Common Shares” has the meaning set forth in Section 5(b)(i).
“Authorized Denomination” means, with respect to a Holder, either (a) all shares of Convertible Preferred Stock held by such Holder; or (b) that portion of the shares of Convertible Preferred Stock held by such Holder that represents the greater of at least (i) twenty percent (20%)
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of the shares of Convertible Preferred Stock held by such Holder and (ii) an aggregate Liquidation Preference of $7,500,000.
“Board of Directors” means the Corporation’s board of directors or a committee of such board duly authorized to act on behalf of such board.
“Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.
“Bylaws” means the Corporation’s Amended and Restated Bylaws, as amended or supplemented from time to time.
“Capital Stock” of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into such equity.
“Certificate” means any electronic book-entry maintained by the Transfer Agent that represents any share(s) of Convertible Preferred Stock.
“Change of Control” means any of the following events:
(a) a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Corporation, its Wholly Owned Subsidiaries or a Holder (together with its Affiliates), has become the direct or indirect “beneficial owner” (as defined below) of shares of the Corporation’s common equity representing more than fifty percent (50%) of the voting power of all of the Corporation’s then-outstanding common equity; or
(b) the consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Corporation and its Subsidiaries, taken as a whole, to any Person; or (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all of the Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property; provided, however, that any merger, consolidation, share exchange or combination of the Corporation pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Corporation’s common equity immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Change of Control pursuant to this clause (b).
For the purposes of this definition, (x) any transaction or event described in both clause (a) and in clause (b)(i) or (ii) above (without regard to the proviso in clause (b)) will be deemed to occur solely pursuant to clause (b) above (subject to such proviso); and (y) whether a Person is a
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“beneficial owner” and whether shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.
“Change of Control Conversion Date” has the meaning set forth in Section 10(c)(ii).
“Change of Control Conversion Price” means the per share consideration to be paid on the Common Stock in a Change of Control.
“Change of Control Conversion Right” has the meaning set forth in Section 10(c)(ii).
“Charter” means the charter of the Corporation.
“Close of Business” means 5:00 p.m., New York City time.
“Code” means the Internal Revenue Code of 1986, as amended.
“Common Stock” means the common stock, $0.01 par value per share, of the Corporation, subject to Section 10(i).
“Common Stock Change Event” has the meaning set forth in Section 10(i)(i).
“Common Stock Dividend Threshold” has the meaning set forth in Section 5(b)(ii).
“Common Stock Liquidity Conditions” will be satisfied with respect to a Mandatory Conversion or Redemption if:
(a) either (i) each share of Common Stock to be issued upon such Mandatory Conversion of any share of Convertible Preferred Stock or that may be issued upon conversion of any share of Convertible Preferred Stock that is subject to such Redemption, as applicable, would be eligible to be offered, sold or otherwise transferred by the Holder of such share of Convertible Preferred Stock pursuant to Rule 144 under the Securities Act (or any successor rule thereto), without any requirements as to volume, manner of sale, availability of current public information (whether or not then satisfied) or notice; or (ii) the offer and sale of such share of Common Stock by such Holder are registered pursuant to an effective registration statement under the Securities Act and such registration statement is reasonably expected by the Corporation to remain effective and usable, by the Holder to sell such share of Common Stock, continuously during the period from, and including, the date the related Conversion Notice or Redemption Notice, as applicable, is sent to, and including, the thirtieth (30th) calendar day after the date such share of Common Stock is issued; provided, however, that each Holder will supply all information reasonably requested by the Corporation for inclusion, and required to be included, in any registration statement or prospectus supplement related to the resale of the Common Stock issuable upon conversion of the Convertible Preferred Stock; provided, further, that if a Holder fails to provide such information to the Corporation within fifteen (15) calendar days following any such request, then this clause (a)(ii) will automatically be deemed to be satisfied with respect to such Holder;
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(b) each share of Common Stock referred to in (i) clause (a)(ii) above will, when sold or otherwise transferred pursuant to the registration statement referred to in such clause, be admitted for book-entry settlement through the Depositary with an “unrestricted” CUSIP number; and (ii) in clause (a) above will, when issued, be listed and admitted for trading, without suspension or material limitation on trading, on any of The New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or any of their respective successors); and
(c) (i) the Corporation has not received any written threat or notice of delisting or suspension by the applicable exchange referred to in clause (b)(ii) above with a reasonable prospect of delisting, after giving effect to all applicable notice and appeal periods; and (ii) no such delisting or suspension is reasonably likely to occur or is pending based on the Corporation falling below the minimum listing maintenance requirements of such exchange.
“Conversion Agent” has the meaning set forth in Section 3(e)(i).
“Conversion Consideration” means, with respect to the conversion of any Convertible Preferred Stock, the type and amount of consideration payable to settle such conversion, determined in accordance with Section 10.
“Conversion Date” means an Optional Conversion Date, a Mandatory Conversion Date or a Change of Control Conversion Date.
“Conversion Notice” means a notice substantially in the form of the “Conversion Notice” set forth in Exhibit A.
“Conversion Price” means, as of any time, an amount equal to (a) the Liquidation Preference per share of Convertible Preferred Stock divided by (b) the Conversion Rate in effect at such time.
“Conversion Rate” initially means 5.88235 shares of Common Stock per share of Convertible Preferred Stock; provided, however, that the Conversion Rate is subject to adjustment pursuant to Sections 10(f) and 10(g). Each reference in these Articles Supplementary or the Convertible Preferred Stock to the Conversion Rate as of a particular date without setting forth a particular time on such date will be deemed to be a reference to the Conversion Rate immediately before the Close of Business on such date.
“Conversion Share” means any share of Common Stock issued or issuable upon conversion of any Convertible Preferred Stock.
“Convertible Preferred Stock” has the meaning set forth in the Preamble.
“Corporation” means FrontView REIT, Inc., a Maryland corporation.
“Corporation Conversion Notice” has the meaning set forth in Section 10(c)(v).
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“Corporation Conversion Notice Date” means, with respect to a Mandatory Conversion or a Change of Control Conversion, the date on which the Corporation sends the Corporation Conversion Notice for such Mandatory Conversion pursuant to Section 10(c)(v) or such Change of Control Conversion pursuant to Section 10(c)(ii).
“Daily VWAP” means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page “FVR <EQUITY> AQR” (or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one (1) share of Common Stock on such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm the Corporation selects). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.
“Defaulted Regular Dividends” has the meaning set forth in Section 5(a)(i).
“Degressive Issuance” has the meaning set forth in Section 10(f)(i)(2).
“Depositary” means The Depository Trust Company or its successor.
“Depositary Participant” means any member of, or participant in, the Depositary.
“Diluted Weighted Average Shares Outstanding” means, for any calendar quarter, “Diluted Weighted Average Shares Outstanding” (or similar term) as set forth in the Corporation’s presentation of “Adjusted Funds From Operations Per Share” or “AFFO Per Share” (or similar term) in the earnings press release issued by the Corporation for such calendar quarter.
“Dividend” means any Regular Dividend or Participating Dividend.
“Dividend Junior Stock” means any class or series of the Corporation’s stock whose terms do not expressly provide that such class or series will rank senior to, or on parity with, the Convertible Preferred Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate cumulatively). Dividend Junior Stock includes the Common Stock.
“Dividend Parity Stock” means any class or series of the Corporation’s stock (other than the Convertible Preferred Stock) whose terms expressly provide that such class or series will rank on parity with the Convertible Preferred Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate cumulatively).
“Dividend Payment Date” means each Regular Dividend Payment Date with respect to a Regular Dividend and each date on which any declared Participating Dividend is scheduled to be paid on the Convertible Preferred Stock.
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“Dividend Senior Stock” means any class or series of the Corporation’s stock whose terms expressly provide that such class or series will rank senior to the Convertible Preferred Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate cumulatively).
“Effective Price” has the following meaning with respect to the issuance or sale of any shares of Common Stock or any Equity-Linked Securities:
(a) in the case of the issuance or sale of shares of Common Stock, the value of the consideration received by the Corporation for such shares, expressed as an amount per share of Common Stock; and
(b) in the case of the issuance or sale of any Equity-Linked Securities, an amount equal to a fraction whose:
(i) numerator is equal to the sum, without duplication, of (x) the value of the aggregate consideration received by the Corporation for the issuance or sale of such Equity-Linked Securities; and (y) the value of the minimum aggregate additional consideration, if any, payable to purchase or otherwise acquire shares of Common Stock pursuant to such Equity-Linked Securities; and
(ii) denominator is equal to the maximum number of shares of Common Stock underlying such Equity-Linked Securities;
provided, however, that:
(w) for purposes of clauses (a) and (b)(i) above, all underwriting commissions, placement agency commissions or similar commissions paid to any broker-dealer by the Corporation in connection with such issuance or sale (excluding any other fees or expenses incurred by the Corporation) will be added to the aggregate consideration referred to in such clause;
(x) for purposes of clause (b) above, if such minimum aggregate consideration, or such maximum number of shares of Common Stock, is not determinable at the time such Equity-Linked Securities are issued or sold, then (1) the initial consideration payable under such Equity-Linked Securities, or the initial number of shares of Common Stock underlying such Equity-Linked Securities, as applicable, will be used; and (2) at each time thereafter when such amount of consideration or number of shares becomes determinable or is otherwise adjusted (including pursuant to “anti-dilution” or similar provisions), there will be deemed to occur, for purposes of Section 10(f)(i)(2) and without affecting any prior adjustments theretofore made to the Conversion Rate, an issuance of additional Equity-Linked Securities;
(y) for purposes of clause (b) above, the surrender, extinguishment, maturity or other expiration of any such Equity-Linked Securities will be deemed not to constitute consideration payable to purchase or otherwise acquire shares of Common Stock pursuant to such Equity-Linked Securities; and
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(z) the “value” of any such consideration will be the fair value thereof, as of the date such shares or Equity-Linked Securities, as applicable, are issued or sold, determined in good faith by the Board of Directors (or, in the case of cash denominated in U.S. dollars, the face amount thereof).
“Equity-Linked Securities” means any rights, options or warrants to purchase or otherwise acquire (whether immediately, during specified times, upon the satisfaction of any conditions or otherwise) any shares of Common Stock.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Exempt Issuance” means (a) the Corporation’s issuance of any securities as full or partial consideration in connection with a merger, acquisition, consolidation or purchase of all or substantially all of the securities or assets of a corporation or other entity; (b) the Corporation’s issuance or grant of shares of Common Stock, options to purchase shares Common Stock, or any other form of equity-based or equity-related awards (including restricted stock units), to employees (or prospective employees who have accepted an offer of employment), directors or consultants of the Corporation or any of its Subsidiaries pursuant to plans that have been approved by a majority of the independent members of the Board of Directors or that exist as of the Initial Issue Date; (c) the Corporation’s issuance of securities upon the exercise, exchange or conversion of any securities that are exercisable or exchangeable for, or convertible into, shares of Common Stock and are outstanding as of the Initial Issue Date, provided that, except in the case of issuances in connection with exchanges or redemptions of OP Units, such exercise, exchange or conversion is effected pursuant to the terms of such securities as in effect on the Initial Issue Date and without giving effect to any amendments to such agreements or instruments made after the Initial Issue Date; (d) the Corporation’s issuance of securities pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved by a majority of the disinterested members of the Board of Directors; and (e) the Corporation’s issuance of the Convertible Preferred Stock, any Warrants and any shares of Common Stock upon conversion of the Convertible Preferred Stock or the exercise of any Warrants. For purposes of this definition, “consultant” means a consultant that may participate in an “employee benefit plan” in accordance with the definition of such term in Rule 405 under the Securities Act.
“Holder” means a person in whose name any Convertible Preferred Stock is registered in the Register.
“Initial Issue Date” means February 10, 2026.
“Investment Agreement” means that certain Investment Agreement, dated as of November 12, 2025, by and among the Corporation and Maewyn FVR II LP, Rebound Investment, LP and Petrus Special Situations Fund, L.P. (each, a “Purchaser”).
“Junior Stock” means any Dividend Junior Stock or Liquidation Junior Stock.
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“Last Reported Sale Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last bid prices and the average last ask prices per share) of the Common Stock on such Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point of the last bid price and the last ask price per share of Common Stock on such Trading Day from a nationally recognized independent investment banking firm the Corporation selects.
“Liquidation Junior Stock” means any class or series of the Corporation’s stock whose terms do not expressly provide that such class or series will rank senior to, or on parity with, the Convertible Preferred Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up. Liquidation Junior Stock includes the Common Stock.
“Liquidation Parity Stock” means any class or series of the Corporation’s stock (other than the Convertible Preferred Stock) whose terms expressly provide that such class or series will rank on parity with the Convertible Preferred Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up.
“Liquidation Preference” means, with respect to each share the Convertible Preferred Stock, an amount equal to one hundred dollars ($100) per share of Convertible Preferred Stock.
“Liquidation Senior Stock” means any class or series of the Corporation’s stock whose terms expressly provide that such class or series will rank senior to the Convertible Preferred Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up.
“Maewyn Holder” means Maewyn FVR II LP.
“Mandatory Conversion” has the meaning set forth in Section 10(c)(i).
“Mandatory Conversion Date” means a Conversion Date designated with respect to any Convertible Preferred Stock pursuant to the Corporation’s Mandatory Conversion Right.
“Mandatory Conversion Right” has the meaning set forth in Section 10(c)(i).
“Market Disruption Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.
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“NYSE Ownership Limitation” has the meaning set forth in Section 10(h)(i).
“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice-President of the Corporation.
“Operating Partnership” means FrontView Operating Partnership LP.
“OP Unit” means a common unit of limited partnership interest of the Operating Partnership.
“OP Unit Dividend Threshold” has the meaning set forth in Section 5(b)(ii).
“Open of Business” means 9:00 a.m., New York City time.
“Optional Conversion” means the conversion of any Convertible Preferred Stock other than a Mandatory Conversion or a Change of Control Conversion.
“Optional Conversion Date” means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 10(d)(ii) for such conversion are satisfied.
“Ownership Limitation Legend” means a legend substantially in the form set forth in Exhibit B-2.
“Participating Dividend” has the meaning set forth in Section 5(b)(i).
“Paying Agent” has the meaning set forth in Section 3(e)(i).
“Person” or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited partnership or trust will constitute a separate “person” under these Articles Supplementary.
“Record Date” means, with respect to any dividend on, or issuance to holders of, Convertible Preferred Stock, Common Stock or OP Units, the date fixed (whether by law, contract or the Board of Directors or otherwise) to determine the Holders or the holders of Common Stock or OP Units, as applicable, that are entitled to such dividend or issuance.
“Redemption” means the redemption of any Convertible Preferred Stock by the Corporation pursuant to Section 7.
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“Redemption Date” means the date fixed, pursuant to Section 7(d), for the settlement of the Redemption of the Convertible Preferred Stock by the Corporation pursuant to a Redemption.
“Redemption Notice” has the meaning set forth in Section 7(f).
“Redemption Notice Date” means, with respect to a Redemption of the Convertible Preferred Stock, the date on which the Corporation sends the related Redemption Notice pursuant to Section 7(f).
“Redemption Price” means the consideration payable by the Corporation to repurchase any Convertible Preferred Stock upon its Redemption, calculated pursuant to Section 7(e).
“Redemption Trigger Date” means (i) in the case of a Terminating Holder, the date that is ten (10) calendar days after the Termination Event Date applicable to such Terminating Holder; and (ii) in the case of any other Holder, the date that is three (3) years after the last date on which any Convertible Preferred Stock is issued pursuant to the terms of the Investment Agreement.
“Reference Property” has the meaning set forth in Section 10(i)(i).
“Reference Property Unit” has the meaning set forth in Section 10(i)(i).
“Register” has the meaning set forth in Section 3(e)(ii).
“Registrar” has the meaning set forth in Section 3(e)(i).
“Regular Dividends” has the meaning set forth in Section 5(a)(i).
“Regular Dividend Payment Date” means, with respect to any share of Convertible Preferred Stock, each January 15, April 15, July 15 and October 15 of each year, beginning on (i) with respect to any share of Convertible Preferred Stock issued on the Initial Issue Date, April 15, 2026 and (ii) with respect to any share of Convertible Preferred Stock issued after the Initial Issue Date, the next Regular Dividend Payment Date.
“Regular Dividend Period” has the meaning set forth in Section 5(a)(1).
“Regular Dividend Rate” initially means six and three quarters percent (6.75%) per annum; provided, however, if any share of the Convertible Preferred Stock remains outstanding on the date that is four (4) years after the last date on which the Convertible Preferred Stock is issued pursuant to the terms of the Investment Agreement, such Regular Dividend Rate shall be increased to eight percent (8%) per annum on such date and, on each one (1) year anniversary thereafter, be further increased by two percent (2%) per annum until such time as the Regular Dividend Rate is twelve percent (12%).
“Regular Dividend Record Date” has the following meaning: (a) March 31, in the case of a Regular Dividend Payment Date occurring on April 15; (b) June 30, in the case of a Regular Dividend Payment Date occurring on July 15; (c) September 30, in the case of a Regular Dividend
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Payment Date occurring on October 15; and (d) December 31, in the case of a Regular Dividend Payment Date occurring on January 15.
“Related Participating Dividend” has the meaning set forth in Section 5(b)(i)
“Requisite Stockholder Approval” means the stockholder approval contemplated by The New York Stock Exchange listing rules (or the analogous rules of any other exchange on which the Common Stock is listed) with respect to the issuance of shares of Common Stock upon conversion of the Convertible Preferred Stock (or, if applicable, upon exercise of any Warrants issuable pursuant to Section 7(c)) in excess of the limitations imposed by such rules; provided, however, that the Requisite Stockholder Approval will be deemed to be obtained if, due to any amendment or binding change in the interpretation of the applicable listing rules of The New York Stock Exchange (or the analogous rules of any other exchange on which the Common Stock is listed), such stockholder approval is no longer required for the Corporation to settle all conversions of the Convertible Preferred Stock (or, if applicable, to settle all exercises of any Warrants issuable pursuant to Section 7(c)) in shares of Common Stock without regard to Section 10(h).
“Restricted Stock Legend” means a legend substantially in the form set forth in Exhibit B.
“Rule 144” means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Security” means any share of Convertible Preferred Stock or Conversion Share.
“Stock Exchange Minimum Price” means $13.21 per share of Common stock (subject to proportionate adjustment for stock dividends, stock splits or stock combinations with respect to the Common Stock).
“Subsidiary” means, with respect to any Person, (a) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50% of the total voting power of the Capital Stock entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (b) any partnership or limited liability company where (x) more than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (y) such Person or any one or more of the other Subsidiaries
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of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.
“Successor Person” has the meaning set forth in Section 10(i)(ii).
“Termination Event Date” means, with respect to a Terminating Holder, the date, if any, on which a Termination Event occurs with respect to such Terminating Holder.
“Terminating Holder” means (a) a Purchaser that fails to cure any default of its obligation to purchase shares of Convertible Preferred Stock pursuant to any Subsequent Funding Request (as defined in the Investment Agreement) submitted in accordance with Section 1.2 of the Investment Agreement for a period of thirty (30) calendar days following the date notice is sent by the Corporation of the default (such a failure, a “Termination Event”) and (b) any Holder that acquires shares of Convertible Preferred Stock directly or indirectly from the Person described in clause (a).
“Trading Day” means any day on which (a) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded; and (b) there is no Market Disruption Event. If the Common Stock is not so listed or traded, then “Trading Day” means a Business Day.
“Transfer Agent” means the Corporation, or any successor thereto.
“Transfer-Restricted Security” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:
(a) such Security is sold or otherwise transferred to a Person (other than the Corporation or an Affiliate of the Corporation) pursuant to a registration statement that was effective under the Securities Act at the time of such sale or transfer; and
(b) such Security is sold or otherwise transferred to a Person (other than the Corporation or an Affiliate of the Corporation) pursuant to an available exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to, the Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security” (as defined in Rule 144).
“Voting Parity Stock” means, with respect to any matter as to which Holders are entitled to vote pursuant to Section 9(a), each class or series of outstanding Dividend Parity Stock or Liquidation Parity Stock, if any, upon which similar voting rights are conferred and are exercisable with respect to such matter.
“VWAP Market Disruption Event” means, with respect to any date, (a) the failure by the principal U.S. national or regional securities exchange on which the Common Stock is then listed,
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or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, the principal other market on which the Common Stock is then traded, to open for trading during its regular trading session on such date; or (b) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.
“VWAP Trading Day” means a day on which (a) there is no VWAP Market Disruption Event; and (b) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock is not so listed or traded, then VWAP Trading Day” means a Business Day.
“Warrant” means each warrant issued by the Corporation pursuant to, and having the terms, and conferring to the holders thereof the rights, set forth in, the Warrant Agreement.
“Warrant Agreement” means the warrant agreement in substantially the form attached to the Investment Agreement as Exhibit C thereto.
“Weighted Average Issuance Price” has the meaning set forth in Section 10(f)(i)(2).
“Wholly Owned Subsidiary” of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.
Section 2. Rules of Construction. For purposes of these Articles Supplementary:
(a) “or” is not exclusive;
(b) “including” means “including without limitation”;
(c) “will” expresses a command;
(d) the “average” of a set of numerical values refers to the arithmetic average of such numerical values;
(e) a merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include any division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any unwinding of any such division or allocation;
(f) words in the singular include the plural and in the plural include the singular, unless the context requires otherwise;
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(g) “herein,” “hereof” and other words of similar import refer to these Articles
Supplementary as a whole and not to any particular Section or other subdivision of these Articles Supplementary, unless the context requires otherwise;
(h) references to currency mean the lawful currency of the United States of America, unless the context requires otherwise; and
(i) the exhibits, schedules and other attachments to these Articles Supplementary are deemed to form part of these Articles Supplementary.
Section 3. The Series A Convertible Preferred Stock
(a) Designation; Par Value. A series of stock of the Corporation titled the “Series A Convertible Preferred Stock” (the “Convertible Preferred Stock”) is hereby designated and created out of the authorized and unissued shares of Preferred Stock of the Corporation. The par value of the Convertible Preferred Stock is $0.01 per share.
(b) Number of Authorized Shares. The total number of authorized shares of Convertible Preferred Stock is Seven Hundred Fifty Thousand (750,000); provided, however that, by resolution of the Board of Directors, the total number of authorized shares of Convertible Preferred Stock may hereafter be reduced to a number that is not less than the number of shares of Convertible Preferred Stock then outstanding.
(c) Form, Dating and Denominations.
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(d) Method of Payment; Delay When Payment Date is Not a Business Day.
(e) Transfer Agent, Registrar, Paying Agent and Conversion Agent.
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(f) Legends.
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(g) Transfers and Exchanges; Transfer Taxes; Certain Transfer Restrictions.
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(h) Cancellation of Convertible Preferred Stock to Be Converted or to Be Redeemed Upon a Redemption. If a Holder’s Convertible Preferred Stock represented by a Certificate ( (such Certificate being referred to as the “old Certificate” for purposes of this Section 3(h)) is to be converted pursuant to Section 10 or redeemed pursuant to a Redemption, then, promptly after the time such Convertible Preferred Stock is deemed to cease to be outstanding pursuant to Section 3(n), (A) such Certificate will be cancelled pursuant to Section 3(l); and (B) in the case of a partial conversion or redemption, the Corporation will issue, execute and deliver, in accordance with Section 3(c), to such Holder, one or more Certificates that (x) each represent a whole number of shares of Convertible Preferred Stock and, in the aggregate, represent a total number of shares of Convertible Preferred Stock equal to the number of shares of Convertible Preferred Stock represented by such old Certificate that are not to be so converted or redeemed, as applicable; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 3(f).
(i) Status of Retired Shares. Upon any share of Convertible Preferred Stock ceasing to be outstanding, such share will be deemed to be retired and to resume the status of an authorized and unissued share of Preferred Stock without designation as to series or class.
(j) [Reserved].
(k) Registered Holders. Only the Holder of any Convertible Preferred Stock will have rights under these Articles Supplementary as the owner of such Convertible Preferred Stock.
(l) Cancellation. The Corporation may at any time deliver Convertible Preferred Stock to the Transfer Agent for cancellation. The Corporation will cause the Transfer Agent to promptly cancel all shares of Convertible Preferred Stock so surrendered to it in accordance with its customary procedures.
(m) Shares Held by the Corporation or its Affiliates. Without limiting the generality of Section 3(n), in determining whether the Holders of the required number of outstanding shares of Convertible Preferred Stock (and, if applicable, Voting Parity Stock) have concurred in any direction, waiver or consent, shares of Convertible Preferred Stock owned by the Corporation’s Subsidiaries will be deemed not to be outstanding.
(n) Outstanding Shares.
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(o) Notations and Exchanges. Without limiting any rights of Holders pursuant to Section 9, if any amendment, supplement or waiver to the Charter changes the terms of any Convertible Preferred Stock, then the Corporation may, in its discretion, issue, execute and deliver, in each case in accordance with Section 3(c), a new Certificate representing such Convertible Preferred Stock that reflects the changed terms. The failure to make any appropriate notation or issue a new Certificate representing any Convertible Preferred Stock pursuant to this Section 3(o) will not impair or affect the validity of such amendment, supplement or waiver.
Section 4. Ranking. The Convertible Preferred Stock will rank (a) senior to (i) Dividend Junior Stock with respect to the payment of dividends and (ii) Liquidation Junior Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up; (b) on parity with (i) Dividend Parity Stock with respect to the payment of dividends; and (ii) Liquidation Parity Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up; and (c) junior to (i) Dividend Senior Stock with respect to the payment of dividends; and (ii) Liquidation Senior Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up.
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Section 5. Dividends.
(iii) Payment in Cash. Each Regular Dividend will be payable solely in cash.
(iv) Priority of the Application of Regular Dividend Payments to Arrearages. Each payment of declared Regular Dividends on the Convertible Preferred Stock will be applied to the earliest Regular Dividend Period for which Regular Dividends have not yet been paid.
(b) Participating Dividends.
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(c) Treatment of Dividends Upon Conversion or Upon a Redemption. If the Redemption Date or Conversion Date of any share of Convertible Preferred Stock is after a Record Date for a declared Participating Dividend on the Convertible Preferred Stock and on or before the related Dividend Payment Date, then the Holder of such share at the Close of Business on such Record Date will be entitled, notwithstanding the related Redemption or Conversion, as applicable, to receive, on or, at the Corporation’s election, before such Dividend Payment Date, such declared Participating Dividend on such share.
Except as provided in Section 7(e) or Section 10(d)(iii)(2), Regular Dividends on any share of Convertible Preferred Stock will cease to accumulate from and after any Redemption Date or Conversion Date, as applicable, for such share, unless the Corporation defaults in the payment of the related Redemption Price or Conversion Consideration, as applicable.
(d) Priority of Dividends; Limitation on Junior Payments.
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then, until and unless all accumulated and unpaid Regular Dividends (plus Defaulted Regular Dividends thereon) on the outstanding Convertible Preferred Stock for all prior completed Regular Dividend Periods have been paid, no dividends may be declared or paid on any class or series of Dividend Parity Stock unless Regular Dividends are simultaneously declared on the Convertible Preferred Stock on a pro rata basis, such that (A) the ratio of (x) the dollar amount of Regular Dividends so declared per share of Convertible Preferred Stock to (y) the dollar amount of the total accumulated and unpaid Regular Dividends (plus Defaulted Regular Dividends thereon) per share of Convertible Preferred Stock immediately before the payment of such Regular Dividend is no less than (B) the ratio of (x) the dollar amount of dividends so declared or paid per share of such class or series of Dividend Parity Stock to (y) the dollar amount of the total accumulated and unpaid dividends per share of such class or series of Dividend Parity Stock immediately before the payment of such dividend (which dollar amount in this clause (y) ewill, if dividends on such class or series of Dividend Parity Stock are not cumulative, be the full amount of dividends per share thereof in respect of the most recent dividend period thereof).
(iii) Limitation on Certain Payments. Subject to the next sentence, if any Convertible Preferred Stock is outstanding, then no dividends (whether in cash, securities or other property, or any combination of the foregoing) will be declared or paid on any Junior Stock or on the OP Units, and neither the Corporation nor any of its Subsidiaries will purchase, redeem or otherwise acquire for value (whether in cash, securities or other property, or any combination of the foregoing) any Junior Stock or OP Units, in each case unless all accumulated Regular Dividends (plus any Defaulted Regular Dividends thereon) on the Convertible Preferred Stock then outstanding for all prior completed Regular Dividend Periods, if any, have been paid in full. Notwithstanding anything to the contrary in the preceding sentence, the restrictions set forth in the preceding sentence will not apply to the following:
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For the avoidance of doubt, this Section 5(d)(iii) will not prohibit or restrict the payment or other acquisition for value of any debt securities that are convertible into, or exchangeable for, any Junior Stock.
Section 6. Rights Upon Liquidation, Dissolution or Winding Up.
(a) Generally. If the Corporation liquidates, dissolves or winds up, whether voluntarily or involuntarily, then, subject to the rights of any of the Corporation’s creditors or holders of any Liquidation Senior Stock, each share of Convertible Preferred Stock will entitle the Holder thereof to receive payment for the greater of the amounts set forth in clause (i) and (ii) below out of the Corporation’s assets or funds legally available for distribution to the Corporation’s stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, any Liquidation Junior Stock:
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Upon payment of such amount set forth in this Section 6(a) in full on the outstanding Convertible Preferred Stock, Holders of the Convertible Preferred Stock will have no rights to the Corporation’s remaining assets or funds, if any. If such assets or funds are insufficient to fully pay such amount on all outstanding shares of Convertible Preferred Stock and the corresponding amounts payable in respect of all outstanding shares of Liquidation Parity Stock, if any, then, subject to the rights of any of the Corporation’s creditors or holders of any outstanding Liquidation Senior Stock, such assets or funds will be distributed ratably on the outstanding shares of Convertible Preferred Stock and Liquidation Parity Stock in proportion to the full respective distributions to which such shares would otherwise be entitled.
(b) Certain Business Combination Transactions Deemed Not to Be a Liquidation. For purposes of Section 6(a), the Corporation’s consolidation or combination with, or merger with or into, or the sale, lease or other transfer of all or substantially all of the Corporation’s assets (other than a sale, lease or other transfer in connection with the Corporation’s liquidation, dissolution or winding up) to, another Person will not, in itself, constitute the Corporation’s liquidation, dissolution or winding up, even if, in connection therewith, the Convertible Preferred Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing.
(c) Liquidation Preference Calculation. In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of Capital Stock or otherwise, is permitted under Maryland law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of Holders of Convertible Preferred Stock whose preferential rights upon dissolution are superior to those receiving the distribution.
Section 7. Right of the Corporation to Redeem the Convertible Preferred Stock.
(a) No Right to Redeem Before the Redemption Trigger Date. The Corporation may not redeem the Convertible Preferred Stock at any time before the Redemption Trigger Date; provided, however, if, during the ten (10) calendar days after any Termination Event Date of a Terminating Holder, any such Terminating Holder delivers an Optional Conversion Notice representing all its shares of Convertible Preferred Stock, the Corporation will have no right to redeem such shares of Convertible Preferred Stock.
(b) Right to Redeem the Convertible Preferred Stock on or After Redemption Trigger Date. Subject to the terms of this Section 7, the Corporation has the right, at its election, to redeem all outstanding shares of Convertible Preferred Stock, or any Authorized Denomination (unless such election is after any Termination Event Date of a Terminating Holder, in which case, the Corporation may redeem any or all outstanding shares of Convertible Preferred Stock held by such Terminating Holder), at any time, on a Redemption Date on or after the Redemption Trigger Date, for a cash purchase price equal to the Redemption Price.
(c) Redemption Prohibited in Certain Circumstances. The Corporation will not call for Redemption, or otherwise send a Redemption Notice in respect of the Redemption of, any Convertible Preferred Stock pursuant to this Section 7 unless (i) the Corporation has sufficient
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funds legally available; and (ii) except in the case of a Redemption of a Terminating Holder’s shares of Convertible Preferred Stock after the Termination Event Date applicable to such Terminating Holder, (w) the Common Stock Liquidity Conditions are satisfied with respect to such Redemption; (x) with respect to any Holder that has delivered a countersigned Warrant Agreement, the Corporation has delivered an executed Warrant Agreement and Warrant to such Holder, with such Warrant expiring five (5) years after the applicable Redemption Date and providing for the right of such Holder to purchase, at a Strike Price (as defined in the Warrant Agreement) equal to the Conversion Price as of the Business Day before the Redemption Date, a number of shares of Common Stock equal to the aggregate Liquidation Preference of the shares of Convertible Preferred Stock of such Holder to be redeemed divided by the Conversion Price as of the Business Day before the Redemption Date; (y) if required, the Requisite Stockholder Approval has been obtained with respect to the shares of Common Stock issuable upon Exercise of such Warrants; and (z) the Corporation has prepared and filed one or more registration statements under the Securities Act with respect to such Warrants and any shares of Common Stock issuable upon exercise of such Warrants.
(d) Redemption Date. The Redemption Date for any Redemption will be a Business Day of the Corporation’s choosing that is no more than sixty (60) calendar days, nor less than thirty (30) calendar days (or fifteen (15) calendar days, in the case of any Redemption of a Terminating Holder’s shares of Convertible Preferred Stock after the Termination Event Date applicable to such Terminating Holder), after the Redemption Notice Date for such Redemption.
(e) Redemption Price. The Redemption Price for any share of Convertible Preferred Stock to be redeemed pursuant to a Redemption is an amount in cash equal to (i) the Liquidation Preference of such share plus (ii) accumulated and unpaid Regular Dividends (plus Defaulted Regular Dividends thereon) on such share to, but excluding, the Redemption Date for such Redemption; provided, however, that if such Redemption Date is after a Regular Dividend Record Date for a declared Regular Dividend on the Convertible Preferred Stock and on or before the next Regular Dividend Payment Date, then pursuant to Section 5(c), the Holder of such share at the Close of Business on such Regular Dividend Record Date will be entitled, notwithstanding such Redemption, to receive such declared Regular Dividend on such share; provided, the amount of such Regular Dividend will not be included in the amount referred to in clause (ii) above.
(f) Redemption Notice. To call any share of Convertible Preferred Stock for Redemption, the Corporation must send to the Holder of such share a notice of such Redemption (a “Redemption Notice”). Such Redemption Notice must state:
(iv) if the Redemption Date is after a Record Date for a declared Dividend on the Convertible Preferred Stock and on or before the related Dividend Payment Date, that such Dividend will be paid in accordance with Section 5(c) and, if applicable, the proviso to Section 7(e);
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(v) except in the case of a Redemption of a Terminating Holder’s shares of Convertible Preferred Stock after the Termination Event Date applicable to such Terminating Holder, that Convertible Preferred Stock called for Redemption may be converted at any time before the Close of Business on the Business Day immediately before the Redemption Date (or, if the Corporation fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Corporation pays such Redemption Price in full)
(vi) except in the case of a Redemption of a Terminating Holder’s shares of Convertible Preferred Stock after the Termination Event Date applicable to such Terminating Holder, the aggregate number of Warrants to be issued pursuant to Section 7(c); and
(vii) the Conversion Rate in effect on the Redemption Notice Date for such Redemption.
(g) Selection and Conversion of Convertible Preferred Stock Subject to Partial Redemption. If less than all shares of Convertible Preferred Stock then outstanding are called for Redemption, then:
(h) Payment of the Redemption Price. The Corporation will cause the Redemption Price for each share of Convertible Preferred Stock subject to Redemption to be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, Regular Dividends payable pursuant to the proviso to Section 7(e) on any share of Convertible Preferred Stock subject to Redemption will be paid pursuant to such proviso and Section 5(c).
(i) Limitation on Redemption Right. Notwithstanding anything to the contrary in these Articles Supplementary, unless and until the Requisite Stockholder Approval is obtained, no shares of Convertible Preferred Stock will be redeemed or redeemable, in each case to the extent that, the number of shares of Common Stock issuable upon the exercise of Warrants issuable in connection therewith would require the Corporation to obtain the Requisite Stockholder Approval.
Section 8. [Reserved].
Section 9. Voting Rights. The Convertible Preferred Stock will have no voting rights except as set forth in this Section 9.
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(a) Voting and Consent Rights with Respect to Specified Matters.
provided, however, that each of the following will not require any vote or consent pursuant to Section 9(a)(i)(1) or 9(a)(i)(2):
(I) any increase in the number of the authorized but unissued shares of the Corporation’s undesignated preferred stock;
(II) the creation and issuance, or increase in the authorized or issued number, of any class or series of stock that constitutes both Dividend Junior Stock and Liquidation Junior Stock; and
(III) the application of Section 10(i), including the execution and delivery of any supplemental instruments pursuant to Section 10(i)(iii) solely to give effect to such provision.
(ii) Where Some But Not All Classes or Series of Stock Are Adversely Affected. If any event set forth in Section 9(a)(i) would adversely affect the rights, preferences or voting powers of one or more, but not all, classes or series of Voting Parity Stock (which
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term, solely for purposes of this sentence, includes the Convertible Preferred Stock), then those classes or series whose rights, preferences or voting powers would not be adversely affected will be deemed not to have voting or consent rights with respect to such event. Furthermore, an amendment, modification or repeal described in Section 9(a)(i)(2) above that adversely affects the special rights, preferences or voting powers of the Convertible Preferred Stock cannot be effected without the affirmative vote or consent of Holders, voting separately as a class, of at least a majority of the Convertible Preferred Stock then outstanding and entitled to vote.
(iii) Certain Amendments Permitted Without Consent. Notwithstanding anything to the contrary in Section 9(a)(i)(2), the Corporation may amend, modify or repeal any of the terms of the Convertible Preferred Stock without the vote or consent of any Holder to:
(b) Procedures for Voting and Consents.
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Section 10. Conversion.
(a) Generally. Subject to the provisions of this Section 10, the Convertible Preferred Stock may be converted only pursuant to a Mandatory Conversion, a Change of Control Conversion or an Optional Conversion.
(b) Conversion at the Option of the Holders.
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(c) Conversion at the Corporation’s Election.
Such Corporation Conversion Notice must state:
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(vi) Selection and Conversion of Convertible Preferred Stock Subject to Partial Mandatory Conversions. If less than all shares of Convertible Preferred Stock then outstanding are subject to Mandatory Conversion, then the shares of Convertible Preferred Stock to be subject to such Mandatory Conversion will be selected by the Corporation pro rata.
(d) Conversion Procedures.
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(e) Settlement upon Conversion.
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(f) Conversion Rate Adjustments.
where:
CR0 = the Conversion Rate in effect immediately before the Close of Business on the Record Date for such dividend, or immediately before the Close of Business on the effective date of such stock split or stock combination, as applicable;
CR1 = the Conversion Rate in effect immediately after the Close of Business on such Record Date or effective date, as applicable;
OS0 = the number of shares of Common Stock outstanding immediately before the Close of Business on such Record Date or effective date, as applicable, without giving effect to such dividend, stock split or stock combination; and
OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, stock split or stock combination.
If any dividend, stock split or stock combination of the type described in this Section 10(f)(i)(1) is declared or announced, but not so paid or made, then the Conversion Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or to effect such stock split or stock combination, to the Conversion Rate that would then be in effect had such dividend, stock split or stock combination not been declared or announced.
(2) Degressive Issuances. Subject to Section 10(h), if, on or after the Initial Issue Date, the Corporation or any of its Subsidiaries issues or otherwise sells any shares of Common Stock, or any Equity-Linked Securities, in each case at an Effective Price per share of Common Stock that is less than the Conversion Price in effect (before giving effect to the adjustment required by this Section 10(f)(i)(2)) as of the date of the issuance or sale of such shares or Equity-Linked
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Securities (such an issuance or sale, a “Degressive Issuance”), then, effective as of the Close of Business on such date, the Conversion Rate will be increased to an amount equal to (x) the Liquidation Preference per share of Convertible Preferred Stock, divided by (y) the Weighted Average Issuance Price. For these purposes, the “Weighted Average Issuance Price” will be equal to:
where:
CP = the Conversion Price in effect immediately before giving effect to the adjustment required by this Section 10(f)(i)(2);
OS = the number of shares of Common Stock outstanding immediately before such Degressive Issuance;
EP = the Effective Price per share of Common Stock in such Degressive Issuance; provided, however, that if such Degressive Issuance involves the issuance or sale of shares of Common Stock or Equity-Linked Securities at differing Effective Prices, then EP will be calculated as the weighted-average of such Effective Prices, with each such Effective Price being weighted by the number of shares of Common Stock issued or sold at such Effective Price in such Degressive Issuance or the maximum number of shares of Common Stock underlying such Equity-Linked Securities issued or sold at such Effective Price in such Degressive Issuance, as applicable; and
X = the sum, without duplication, of (x) the total number of shares of Common Stock issued or sold in such Degressive Issuance; and (y) the maximum number of shares of Common Stock underlying such Equity-Linked Securities issued or sold in such Degressive Issuance;
provided, however, that (A) the Conversion Rate will not be adjusted pursuant to this Section 10(f)(i)(2) as a result of an Exempt Issuance; (B) the issuance of shares of Common Stock pursuant to any such Equity-Linked Securities will not constitute an additional issuance or sale of shares of Common Stock for purposes of this Section 10(f)(i)(2) (it being understood, for the avoidance of doubt, that the issuance or sale of such Equity-Linked Securities, or any re-pricing or amendment thereof, will be subject to this Section 10(f)(i)(2)); and (C) in no event will the Conversion Rate be decreased pursuant to this Section 10(f)(i)(2). For purposes of this Section 10(f)(i)(2), any re-pricing or amendment of any Equity-Linked Securities (including, for the avoidance of doubt, any Equity-Linked Securities existing as of the Initial Issue Date) will be deemed to be the issuance of additional
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Equity-Linked Securities, without affecting any prior adjustments theretofore made to the Conversion Rate.
(g) Voluntary Conversion Rate Increases.
(h) Restriction on Conversions and Adjustments for Degressive Issuances.
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For the purposes of this Section 10(h)(i), beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. For the avoidance of doubt, the limitations on the convertibility of any Convertible Preferred Stock pursuant to this Section 10(h)(i) will not, in themselves, cause such Convertible Preferred Stock to cease to be outstanding (and Regular Dividends will continue to accumulate on any portion of such Convertible Preferred Stock that has been tendered for conversion and whose convertibility is suspended pursuant to this Section 10(h)(i)), and such limitations will cease to apply if and when such Convertible Preferred Stock’s convertibility and conversion will not violate this Section 10(h)(i).
Any purported delivery of shares of Common Stock upon conversion of the Convertible Preferred Stock will be void and have no effect to the extent, but only to the extent, that such delivery would result in any Holder becoming the beneficial owner of shares of Common Stock outstanding at such time in excess of the NYSE Ownership Limitation. For the avoidance of doubt, a Holder may effect an Optional Conversion, and the Corporation may, upon exercise of its Mandatory Conversion Right, force conversion of, a portion of such Holder’s Convertible Preferred Stock up to the NYSE Ownership Limitation, subject to the other requirements of the Convertible Preferred Stock applicable to such Optional Conversion or Mandatory Conversion, as applicable.
If any Conversion Consideration otherwise due upon the conversion of any Convertible Preferred Stock is not delivered as a result of the NYSE Ownership Limitation, then the Corporation’s obligation to deliver such Conversion Consideration will not be extinguished, and the Corporation will deliver such Conversion Consideration as soon as reasonably practicable after the date the Requisite Stockholder Approval is obtained.
(ii) Limitation of Adjustments. Notwithstanding anything to the contrary in these Articles Supplementary, unless and until the Requisite Stockholder Approval is obtained, no adjustment will be made to the Conversion Rate pursuant to Section 10(e)(i), Section 10(f)(i)(2) or Section 10(g)(i) to the extent, but only to the extent, such adjustment would cause the Conversion Price to be less than the Stock Exchange Minimum Price. If the Requisite Stockholder Approval is obtained at any time after any adjustment to the Conversion Rate is limited pursuant to the first sentence of this Section 10(h)(ii), then, effective as of the time such Requisite Stockholder Approval is obtained, the Conversion Rate will be adjusted to the Conversion Rate that would then be in effect assuming that the first sentence of this Section 10(h)(ii) had not applied to any prior adjustment to the Conversion Rate.
(iii) Covenant to Seek the Requisite Stockholder Approval. The Corporation will use its reasonable best efforts to obtain the Requisite Stockholder Approval by seeking such approval, if not previously obtained, at each future regular annual meeting of its stockholders and recommending its approval in the related proxy materials. The Corporation will promptly notify the Holders if the Requisite Stockholder Approval is obtained.
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(i) Effect of Common Stock Change Event.
and, as a result of which, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in these Articles Supplementary,
(A) from and after the effective time of such Common Stock Change Event, (I) the consideration due upon conversion of any Convertible Preferred Stock will be determined in the same manner as if each reference to any number of shares of Common Stock in this Section 10 or in Section 11, or in any related definitions, were instead a reference to the same number of Reference Property Units; (II) for purposes of Section 10(c), each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units; (III) for purposes of the definition of “Change of Control,” the terms “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property; and (IV) the right of Holders to receive Participating Dividends pursuant to Section 5(b) will apply to dividends of the type referred to in Section 5(b) on the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property; and
(B) for these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable,
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determined in good faith by the Corporation (or, in the case of cash denominated in U.S. dollars, the face amount thereof).
If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Corporation will notify the Holders of such weighted average as soon as practicable after such determination is made.
Section 11. Certain Provisions Relating to the Issuance of Common Stock.
(a) Equitable Adjustments to Prices. Whenever the Corporation is required to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate an adjustment to the Conversion Rate), the Corporation will make appropriate adjustments, if any, to those calculations to account for any adjustment to the Conversion Rate pursuant to Section 10(f)(i) that becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Record Date or effective date, as applicable, of such event occurs, at any time during such period.
(b) Reservation of Shares of Common Stock. The Corporation will reserve, out of its authorized, unreserved and unissued shares of Common Stock, for delivery upon conversion of the Convertible Preferred Stock, a number of shares of Common Stock that would be sufficient to settle the conversion of all shares of Convertible Preferred Stock then outstanding, if any.
(c) Status of Shares of Common Stock. Each share of Common Stock delivered upon conversion of on the Convertible Preferred Stock of any Holder will be a newly issued and will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien
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or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of such Holder or the Person to whom such share of Common Stock will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Corporation will cause each such share of Common Stock, when so delivered, to be admitted for listing on such exchange or quotation on such system.
(d) Taxes Upon Issuance of Common Stock. The Corporation will pay any documentary, stamp or similar issue or transfer tax or duty due on the issue of any shares of Common Stock upon conversion of the Convertible Preferred Stock of any Holder, except any tax or duty that is due because such Holder requests those shares to be registered in a name other than such Holder’s name.
Section 12. No Preemptive Rights. No holder of Convertible Preferred Stock will, as a holder of Convertible Preferred Stock, have any preemptive rights to subscribe for or purchase any of the Corporation’s securities.
Section 13. Tax Treatment. Notwithstanding anything to the contrary in these Articles Supplementary, for U.S. federal and other applicable state and local income tax purposes, it is intended that (a) the Convertible Preferred Stock shall be treated as equity and not debt; (b) the Convertible Preferred Stock will not be treated as “preferred stock” within the meaning of Section 305(b)(4) of Code and Treasury Regulations Section 1.305-5(a); (c) no Holder will be required to include in income any amounts in respect of the Convertible Preferred Stock by operation of Section 305(b) or (c) of the Code unless and until dividends are paid in cash; and (d) no Holder will be required to include in income any amounts as a result of the conversion of the Convertible Preferred Stock directly into Common Stock (other than payment of consideration pursuant to Section 10(e)(ii)). The Corporation will, and will cause its Subsidiaries and agents to, report consistently with, and take no positions or actions inconsistent with, the foregoing treatment (including by way of withholding) unless otherwise required by a determination within the meaning of Section 1313(a) of the Code. The Corporation will not, and will not cause or permit any of its Subsidiaries to, issue any securities or otherwise take any action that could reasonably be expected to affect the treatment described in Section 13.
Section 14. Calculations.
(a) Responsibility; Schedule of Calculations. Except as otherwise provided in these Articles Supplementary, the Corporation will be responsible for making all calculations called for under this Articles Supplementary or the Convertible Preferred Stock, including determinations of the Conversion Rate, the Last Reported Sale Prices and accumulated Regular Dividends on the Convertible Preferred Stock. The Corporation will make all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Corporation will provide a schedule of such calculations to any Holder upon written request.
(b) Calculations Aggregated for Each Holder. The composition of the Conversion Consideration due upon conversion of the Convertible Preferred Stock of any Holder will be computed based on the total number of shares of Convertible Preferred Stock of such Holder being converted with the same Conversion Date. For these purposes, any cash amounts due to such Holder in respect thereof will be rounded to the nearest cent.
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Section 15. Notices. The Corporation will send all notices or communications to Holders pursuant to these Articles Supplementary in writing and delivered personally, by facsimile or e-mail (with confirmation of receipt from the recipient, in the case of e-mail), or sent by a nationally recognized overnight courier service to the Holders’ respective addresses shown on the Register. Notwithstanding anything in the Articles Supplementary to the contrary, any defect in the delivery of any such notice or communication will not impair or affect the validity of such notice or communication and the failure to give any such notice or communication to all the Holders will not impair or affect the validity of such notice or communication to whom such notice is sent.
Section 16. Legally Available Funds. Without limiting the rights of any Holder (including pursuant to Section 6), if the Corporation does not have sufficient funds legally available to fully pay any cash amount otherwise due on the Convertible Preferred Stock, then the Corporation will pay the deficiency promptly after funds thereafter become legally available therefor.
Section 17. No Other Rights. The Convertible Preferred Stock will have no rights, preferences or voting powers except as provided in the Charter or as required by applicable law.
Section 18. Restrictions On Ownership And Transfer. The Convertible Preferred Stock shall be subject to the restrictions on ownership and transfer set forth in Article VII of the Charter. The ownership of Convertible Preferred Stock, and notwithstanding anything to the contrary herein, the conversion of Convertible Preferred Stock and the ownership of Common Stock issuable upon conversion of the Convertible Preferred Stock is subject to the restrictions on ownership and transfer of the Corporation’s Capital Stock contained in the Charter, including that no Convertible Preferred Stock may be owned to the extent that it would result in the Holder of such Convertible Preferred Stock or the Common Stock issuable upon conversion of such Convertible Preferred Stock or any other Person (as defined in the Charter) having ownership (either directly or constructively through the application of Section 544 of the Code, as modified by Section 856(h)(l)(B), and Section 318 of the Code, as modified by Section 856(d)(5) of the Code) in excess of 9.8%, in number of shares or value, of outstanding shares of Common Stock or 9.8% in value of the aggregate of the outstanding shares of Capital Stock of the Corporation, unless such Holder is an Excepted Holder (as defined in the Charter and as provided for in the Letter Agreement), in which case the ownership and conversion of Convertible Preferred Stock and the ownership of Common Stock issuable upon conversion of the Convertible Preferred Stock is subject to such Excepted Holder’s Excepted Holder Limit (as defined in the Charter).
***
SECOND: The Series A Preferred Stock has been classified and designated by the Board of Directors under the authority contained in Article VI of the Charter.
THIRD: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.
FOURTH: The undersigned officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to
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be verified under oath, the undersigned officer acknowledges that, to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]
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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer, Treasurer and Secretary as of the sixth day of February, 2026.
ATTEST FrontView REIT, Inc.
/s/ Pierre Revol By: /s/ Stephen Preston
Pierre Revol Name: Stephen Preston
Chief Financial Officer, Treasurer, Title: Chief Executive Officer
and Secretary
[Signature Page to Articles Supplementary]
EXHIBIT A
SEE REVERSE FOR IMPORTANT NOTICE
ON TRANSFER RESTRICTIONS
AND OTHER INFORMATION
FORM OF CONVERTIBLE PREFERRED STOCK
[Insert Restricted Stock Legend, if applicable]
[Insert Ownership Limitation Legend]
FrontView REIT, Inc.
Series A Convertible Preferred Stock
Certificate No. [___] Shares [___]
FrontView REIT, Inc., a Maryland corporation (the “Corporation”), certifies that [___] is the registered owner of [___] fully paid and nonassessable shares of the Corporation’s Series A Convertible Preferred Stock, $0.01 par value per share (the “Convertible Preferred Stock”) represented by this certificate (this “Certificate”) , transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation (the “Charter”) and the Bylaws of the Corporation and any amendments or supplements thereto. The special rights, preferences and voting powers of the Convertible Preferred Stock are set forth in the Charter of the Corporation, including the Articles Supplementary of the classifying the Convertible Preferred Stock (the “Articles Supplementary”). Capitalized terms used in this Certificate without definition have the respective meanings ascribed to them in the Articles Supplementary.
Additional terms of this Certificate are set forth on the other side of this Certificate.
[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]
A-1
IN WITNESS WHEREOF, FrontView REIT, Inc. has caused this instrument to be executed by its duly authorized officers as of the date set forth below.
FrontView REIT, Inc.
Date: By:
Name:
Title:
Date: By:
Name:
Title:
A-2
FrontView REIT, Inc.
IMPORTANT NOTICE
The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by Section 2-211(b) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series.
Series A Convertible Preferred Stock
This Certificate represents duly authorized, issued and outstanding shares of Convertible Preferred Stock. Certain terms of the Convertible Preferred Stock are summarized below. Notwithstanding anything to the contrary in this Certificate, to the extent that any provision of this Certificate conflicts with the provisions of the Charter, the provisions of the of the Articles Supplementary or the Charter, as applicable, will control.
A-3
* * *
To request a copy of the Articles Supplementary, which the Corporation will provide to any Holder at no charge, please send a written request to the following address:
FrontView REIT, Inc.
3131 McKinney Avenue
Suite L10
Dallas, Texas 75204
Attention: Chief Financial Officer
A-4
OPTIONAL CONVERSION NOTICE
FRONTVIEW REIT, INC.
Series A Convertible Preferred Stock
Subject to the terms of the Articles Supplementary, by executing and delivering this Optional Conversion Notice, the undersigned Holder of the Convertible Preferred Stock identified below directs the Corporation to convert (check one):
all of the shares of Convertible Preferred Stock
1 shares of Convertible Preferred Stock
identified by Certificate No. .
(Optional) Identify account within the United States to which any cash Conversion Consideration will be wired:
Bank Routing Number:
SWIFT Code:
Bank Address:
Account Number:
Account Name:
By delivery of this Optional Conversion Notice the undersigned represents and warrants to the Corporation and the Conversion Agent that the conversion requested pursuant to this Optional Conversion Notice will not result in the undersigned becoming the beneficial owner of shares of Common Stock in excess of the NYSE Ownership Limitation.
Date:
(Legal Name of Holder)
By:
Name:
Title:
1 Must be in an Authorized Denomination.
A-5
ASSIGNMENT FORM
FRONTVIEW REIT, Inc.
Series A Convertible Preferred Stock
Subject to the terms and conditions of the Articles Supplementary, including satisfaction of the delivery requirements of Section 3(g)(i)(1), the undersigned Holder of the Convertible Preferred Stock identified below assigns (check one):
all of the shares of Convertible Preferred Stock
2 shares of Convertible Preferred Stock
identified by Certificate No. , and all rights thereunder, to:
Name:
Address:
Social security or
tax identification
number:
and irrevocably appoints:
as agent to transfer such shares on the books of the Corporation. The agent may substitute another to act for him/her.
Date:
(Legal Name of Holder)
By:
Name:
Title:
2 Must be a whole number.
A-6
EXHIBIT B-1
FORM OF RESTRICTED STOCK LEGEND
THE OFFER AND SALE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
B1-1
EXHIBIT B-2
FORM OF OWNERSHIP LIMITATION LEGEND
THIS SECURITY, THE EXERCISE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER AS SET FORTH IN THE CORPORATION’S CHARTER.
B2-1
Exhibit 10.1
FIRST AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
FRONTVIEW OPERATING PARTNERSHIP LP
This First Amendment is made effective as of February 10, 2026 by FrontView REIT, Inc., a Maryland corporation, as the general partner (the “General Partner”) of FrontView Operating Partnership LP, a Delaware limited partnership (the “Partnership”) for the purpose of amending that certain Amended and Restated Limited Partnership Agreement of the Partnership, dated as of October 3, 2024 (the “Partnership Agreement”, and this First Amendment, the “Amendment”) pursuant to Sections 4.2 and 14.1 of the Partnership Agreement. Capitalized terms used herein and not defined shall have the meanings given to them in the Partnership Agreement.
WHEREAS, the Board of Directors of the General Partner (the “Board”), by duly adopted resolutions, classified and designated up to 750,000 shares of Preferred Stock (as defined in the Articles of Incorporation of the General Partner (the “Charter”)) as Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”);
WHEREAS, the Board filed Articles Supplementary to the Charter (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland on February 9, 2026, establishing the Series A Preferred Stock, with such preferences, rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as described in the Articles Supplementary;
WHEREAS, the General Partner has determined that, in connection with the issuance of the Series A Preferred Stock, it is necessary and desirable to amend the Partnership Agreement to create additional Partnership Units, having designations, preferences and other rights which are substantially the same as the economic rights of the Series A Preferred Stock; and
WHEREAS, the Board has determined that it is necessary and desirable to authorize and allow for the issuance of Long-Term Incentive Plan (“LTIP”) Units to incentivize and reward employees for achieving long-term performance goals.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby amends the Partnership Agreement as follows:
“Articles Supplementary” has the meaning set forth in the recitals hereto.
“Board” has the meaning set forth in the recitals hereto.
“Charter” has the meaning set forth in the recitals hereto.
“Close of Business” means 5:00 p.m., New York City time.
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“Conversion Consideration” has the meaning set forth in the Articles Supplementary.
“Conversion Date” has the meaning set forth in the Articles Supplementary.
“Defaulted Regular Distributions” has the meaning set forth in Section 2.C.
“Distribution Junior Partnership Interests” has the meaning set forth in Section 2.B. Distribution Junior Partnership Interests includes OP Units and LTIP Units.
“Distribution Parity Partnership Interests” has the meaning set forth in Section 2.B.
“Distribution Senior Partnership Interests” has the meaning set forth in Section 2.B.
“Investment Agreement” means that certain Investment Agreement, dated as of November 12, 2025, by and among the General Partner and Maewyn FVR II LP, Rebound Investment, LP and Petrus Special Opportunity Fund, L.P. (f/k/a Petrus Special Situations Fund, L.P.).
“Junior Partnership Interests” means any Dividend Junior Partnership Interests or Liquidation Junior Partnership Interests.
“Liquidation Junior Partnership Interests” has the meaning set forth in Section 2.B. Liquidation Junior Partnership Interests includes OP Units and LTIP Units.
“Liquidation Parity Partnership Interests” has the meaning set forth in Section 2.B.
“Liquidation Preference” means, with respect to each Series A Preferred Unit, an amount equal to one hundred dollars ($100) per Series A Preferred Unit.
“Liquidation Senior Partnership Interests” has the meaning set forth in Section 2.B.
“OP Unit Change Event” has the meaning set forth in Section 2.H.
“Optional Conversion” has the meaning set forth in the Articles Supplementary.
“Participating Distribution” has the meaning set forth in Section 2.C(ii)(a).
“Participating Dividend” has the meaning set forth in the Articles Supplementary.
“Participating Dividend Payment Date” has the meaning set forth in the Articles Supplementary.
“Redemption Date” has the meaning set forth in the Articles Supplementary.
“Redemption Price” has the meaning set forth in the Articles Supplementary.
“Reference Property” has the meaning set forth in Section 2.H.
“Reference Property Unit” has the meaning set forth in Section 2.H.
2
“Regular Distribution Payment Date” means, with respect to any Series A Preferred Unit, each January 15, April 15, July 15 and October 15 of each year, beginning on April 15, 2026.
“Regular Distribution Period” has the meaning set forth in Section 2.C.
“Regular Distribution Rate” initially means six and three quarters percent (6.75%) per annum; provided, however, if any Series A Preferred Unit remains outstanding on the date that is four (4) years after the last date on which the Series A Preferred Stock is issued pursuant to the terms of the Investment Agreement, such Regular Distribution Rate shall be increased to eight percent (8%) per annum on such date and, on each one (1) year anniversary thereafter, be further increased by two percent (2%) per annum until such time as the Regular Distribution Rate is twelve percent (12%).
“Series A Preferred Stock” has the meaning set forth in the recitals hereto.
“Series A Preferred Units” means the series of Partnership Units established pursuant to this Amendment, representing units of Limited Partner Interests designated as the Series A Convertible Preferred Units, with the preferences, rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of units as described herein.
“Successor Person” has the meaning set forth in Section 2.H.
3
4
5
then, until and unless all accumulated and unpaid Regular Distributions (plus Defaulted Regular Distributions thereon) on the outstanding Series A Preferred Units for all prior completed Regular Distribution Periods have been paid, no distributions may be declared or paid on any class or series of Distribution Parity Partnership Interests unless Regular Distributions are simultaneously declared on the Series A Preferred Units on a pro rata basis, such that (A) the ratio of (x) the dollar amount of Regular Distributions so declared per Series A Preferred Unit to (y) the dollar amount of the total accumulated and unpaid Regular Distributions (plus Defaulted Regular Distributions thereon) per Series A Preferred Unit immediately before the payment of such Regular Distribution is no less than (B) the ratio of (x) the dollar amount of distributions so declared or paid per unit of such class or series of Distribution Parity Partnership Interest to (y) the dollar amount of the total accumulated and unpaid distributions per unit of such class or series of Distribution Parity Partnership Interest immediately before the payment of such distribution (which dollar amount in this clause (y) will, if distributions on such class or series of Distribution Parity Partnership Interests are not cumulative, be the full amount of distributions per unit thereof in respect of the most recent distribution period thereof).
6
7
For the avoidance of doubt, this Section 2.C(iv)(b) will not prohibit or restrict the payment or other acquisition for value of any debt securities that are convertible into, or exchangeable for, any Junior Partnership Interest.
Upon payment of such amount set forth in this Section 2.E(i) in full on the outstanding Series A Preferred Units, the General Partner, solely in its capacity as the sole owner of the Series A Preferred Units, will have no rights to the Partnership’s remaining assets or funds, if any. If such assets or funds are insufficient to fully pay such amount on all Series A Preferred Units and the corresponding amounts payable in respect of all outstanding Liquidation Parity Partnership Interests, if any, then, subject to the rights of any of the Partnership’s creditors or holders of any outstanding Liquidation Senior Partnership Interests, such assets or funds will be distributed ratably on the outstanding Series A Preferred Units and Liquidation Parity Partnership Interests in proportion to the full respective distributions to which such Partnership Interests would otherwise be entitled.
8
9
and, as a result of which, the OP Units are converted into, or are exchanged for, or represent solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “OP Unit Change Event,” and such other securities, cash or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one OP Unit would be entitled to receive on account of such OP Unit Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this Amendment, from and after the effective time of such OP Unit Change Event, (I) the consideration due upon conversion of any Series A Preferred Units will be determined in the same manner as if each reference to any OP Units in this Section 2.H or, or in any related definitions, were instead a reference to the same number of Reference Property Units; and (II) solely with respect to a conversion resulting from a conversion of Series A Preferred Stock pursuant to Section 10(c) of the Articles Supplementary, each reference to any number of OP Units in Section 2.F will instead be deemed to be a reference to the same number of Reference Property Units. If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of election by the Limited Partners, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per Series A Preferred Unit, by the holders of OP Units.
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C. Distributions With Respect to LTIP Units. For any quarterly or other period, holders of LTIP Units shall be entitled to receive, if, when and as regular cash distributions are authorized by the General Partner out of funds legally available for the payment of distributions, regular cash distributions in an amount per unit equal to (i) the product of the distribution payable per OP Unit for such quarterly or other period multiplied by the LTIP Unit Sharing Percentage if such authorization occurs prior to the Distribution Participation Date, or (ii) the distribution payable on each OP Unit for the corresponding quarterly or other period if such authorization occurs on or after the Distribution Participation Date. In addition, LTIP Units shall be entitled to receive, if, when and as non-liquidating special, extraordinary or other distributions are authorized by the General Partner out of funds or other property legally available for the payment of distributions, non-liquidating special, extraordinary or other distributions in an amount per unit equal to (i) the product of the amount of any non-liquidating special, extraordinary or other distributions payable on the OP Units which may be made from time to time multiplied by the LTIP Unit Sharing Percentage if such authorization occurs prior to the Distribution Participation Date, or (ii) the amount of any non-liquidating special, extraordinary or other distributions payable on the OP Units which may be made from time to time if such authorization occurs on or after the Distribution Participation Date. LTIP Units shall also be entitled to receive, if, when
11
and as distributions representing proceeds of a sale or other disposition of all or substantially all of the assets of the Partnership are authorized by the General Partner out of funds or other property legally available for the payment of distributions, distributions representing proceeds of a sale or other disposition of all or substantially all of the assets of the Partnership in an amount per unit equal to the amount of any such distributions payable on the OP Units, whether made prior to, on or after the Distribution Participation Date, provided that the amount of such distributions shall not exceed the positive balances of the Capital Accounts of the holders of such LTIP Units to the extent attributable to the ownership of such LTIP Units. Distributions on the LTIP Units, if authorized, shall be payable on such dates and in such manner as may be authorized by the General Partner (any such date, a “Distribution Payment Date”); provided that the Distribution Payment Date and the record date for determining which holders of LTIP Units are entitled to receive a distribution shall be the same as the corresponding dates relating to the corresponding distribution on the OP Units.
D. Special LTIP Unit Distribution. As of the Distribution Participation Date for an LTIP Unit that is not forfeited on or prior to such Distribution Participation Date, the holder of such LTIP Unit will be entitled to receive a special distribution (the “Special LTIP Unit Distribution”) with respect to such unit, equal to the amount of non-liquidating cash distributions per unit that were paid on the OP Units on or after the date of the issuance of such LTIP Unit and subtracting from such amount all prior distributions under Section 5.1C and Special LTIP Unit Distributions previously made with respect to such LTIP Unit; provided, however, that such amount shall not exceed the positive balance of the Capital Account of such holder (after giving effect to the allocations in Section 6.3 with respect to such LTIP Unit) to the extent attributable to such LTIP Unit. The Special LTIP Unit Distribution for an LTIP Unit will be payable on the first Distribution Payment Date on or after the Distribution Participation Date for such LTIP Unit if and when authorized by the General Partner out of funds legally available for the payment of distributions or at such later date(s) as required to give economic effect to the allocations set forth in Section 6.3 with respect to such LTIP Unit; provided that, to the extent not otherwise prohibited by the terms of any class of Partnership Interests entitled to any preference in distribution and authorized by the General Partner out of funds legally available for the payment of distributions, such Special LTIP Unit Distribution may be paid prior to such Distribution Payment Date. On or after the Distribution Participation Date with respect to an LTIP Unit, if such LTIP Unit is outstanding, no distributions (other than in OP Units, LTIP Units or other Partnership Interests ranking on par with or junior to such units as to distributions and upon liquidation, dissolution or winding up of the affairs of the Partnership) shall be declared or paid or set apart for payment upon the OP Units, the LTIP Units or any other Partnership Interests ranking junior to or on a parity with the LTIP Unit as to distributions for any period (other than Special LTIP Unit Distributions with respect to LTIP Units that had an earlier Distribution Participation Date) unless the full amount of any Special LTIP Unit Distributions due with respect to such LTIP Unit have been or contemporaneously are declared and paid.
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E. Special Allocations Regarding LTIP Units. Notwithstanding the provisions of Section 6.1A, Liquidating Gains shall first be allocated to the LTIP Unitholders until their Economic Capital Account Balances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (such amount, the “Target Balance”); provided, however, that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that such Liquidating Gains, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. After giving effect to the special allocations set forth in Section 1 of Exhibit C hereto, and notwithstanding the provisions of Sections 6.1A and 6.1B above, in the event that, due to distributions with respect to OP Units in which the LTIP Units do not participate or otherwise, the Economic Capital Account Balances of any present or former holder of LTIP Units, to the extent attributable to the holder’s ownership of LTIP Units, exceed the Target Balance, then Liquidating Losses shall be allocated to such holder to the extent necessary to reduce or eliminate the disparity. In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1E, Net Income allocable under Section 6.1A(5) and any Net Loss shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated. For this purpose, “Liquidating Gains” means net gains that are or would be realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the value of Partnership assets under Section 704(b) of the Code made pursuant to Section 1.D of Exhibit B of the Partnership Agreement. “Liquidating Losses” means any net capital loss realized in connection with any such event. The “Economic Capital Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances to the extent attributable to their ownership of LTIP Units, plus the amount of their share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 6.1E, but prior to the realization of any Liquidating Gains. Similarly, the “OP Unit Economic Balance” shall mean (i) the Capital Account balance of the General Partner, plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 6.1E, but prior to the realization of any Liquidating Gains, divided by (ii) the number of the General Partner’s OP Units. Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.1E. The parties agree that the intent of this Section 6.1E is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the General Partner’s OP Units (on a per-Unit basis), to the extent that Liquidating Gains are of a sufficient magnitude to do so upon a sale of all or substantially all of the assets of the Partnership, or upon an adjustment to the Partners’ Capital Accounts pursuant to Section 1.D of Exhibit B. To the extent the LTIP Unitholders receive a distribution in excess of their Capital Accounts, such distribution will be a guaranteed payment under Section 707(c) of the Code.
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Section 6.3 Special Catch-Up Allocations with Respect to LTIP Units
From and after the Distribution Participation Date with respect to any LTIP Unit that is entitled to a Special LTIP Unit Distribution, the holder of such LTIP Unit shall be specially allocated an amount of Net Income and Net Loss of the Partnership equal to the excess of (x) the respective cumulative amounts that would have been allocated with respect to such LTIP Unit had such LTIP Unit been an OP Unit during the period from the date of issuance of such LTIP Unit through the end of the Fiscal Year immediately prior to the Distribution Participation Date, over (y) the respective cumulative amounts actually allocated with respect to such LTIP Unit during such period. Such special allocation shall be in addition to any amounts allocated to the holder of such LTIP Unit pursuant to Section 6.1.
[Signature page follows]
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IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first written above.
GENERAL PARTNER:
FRONTVIEW REIT, INC.
By: /s/ Pierre Revol
Name: Pierre Revol
Title: Chief Financial Officer, Treasurer and
Secretary
Signature page to First Amendment to Amended and Restated
Limited Partnership Agreement of FrontView Operating Partnership LP