Frontview Reit, INC. 8-K Filing

Key Financial Figures

• $0.01 — ange on which registered Common stock $0.01 par value per share FVR New York St
• $100.00 — re (the "Series A Preferred Stock") for $100.00 per share for gross proceeds of approxi
• $75.0 million — are for gross proceeds of approximately $75.0 million (the "Private Placement"). The sale of
• $25.0 m — intends to sell, in a minimum amount of $25.0 million, with the closing of such initial
• $15.0 million — o draw any amount (subject to a minimum $15.0 million per funding request) up to the maximum
• $500,000 — l Closing, up to an aggregate amount of $500,000. In addition, the Company will pay a co
• $1.5 million — y a commitment fee to the Purchasers of $1.5 million. The Company expects to use the proceed
• $25.0 million — um aggregate amount of the offering and $25.0 million of expected gross proceeds. Maewyn Bo
• $100 — are of Series A Preferred Stock will be $100 per share. For so long as any shares
• $17.00 — based on an implied conversion price of $17.00 per share of Common Stock. In the event

Filing Documents

• fvr-20251112.htm (8-K) — 104KB
• fvr-ex10_1.htm (EX-10.1) — 1694KB
• fvr-ex10_2.htm (EX-10.2) — 242KB
• img189407810_0.jpg (GRAPHIC) — 4KB
• img189407810_1.jpg (GRAPHIC) — 6KB
• img189407810_2.jpg (GRAPHIC) — 3KB
• img189407810_3.jpg (GRAPHIC) — 4KB
• img189407810_4.jpg (GRAPHIC) — 4KB
• 0001193125-25-286433.txt ( ) — 2192KB
• fvr-20251112.xsd (EX-101.SCH) — 28KB
• fvr-20251112_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Investment Agreement On November 12, 2025, FrontView REIT, Inc., a Maryland corporation (the "Company"), entered into an Investment Agreement (the "Investment Agreement") with Maewyn FVR II LP (the "Maeywn Purchaser"), Rebound Investment, LP and Petrus Special Situations Fund, L.P. (collectively, the "Purchasers"). Pursuant to the Investment Agreement, the Company agreed to issue and sell to the Purchasers a total of 750,000 shares of a new series 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 $75.0 million (the "Private Placement"). The sale of Series A Preferred Stock may occur in multiple tranches. On the terms and subject to conditions set forth in the Investment Agreement, including certain customary closing conditions, the Company will submit an initial funding request to Purchasers specifying the amount of Series A Preferred Stock that it intends to sell, in a minimum amount of $25.0 million, with the closing of such initial sale on or prior to February 10, 2026 (the "Initial Closing"). At any time after the Initial Closing until November 12, 2026, the Company may submit additional funding requests (each, a "Subsequent Funding Request") to draw any amount (subject to a minimum $15.0 million per funding request) up to the maximum aggregate offering amount of $75.0 million. The Investment Agreement contains certain customary representations, warranties, covenants and agreements of the Company and the Purchasers. The Company will reimburse the Purchasers for all reasonable and documented fees and expenses of counsel to the Purchasers through the Initial Closing, up to an aggregate amount of $500,000. In addition, the Company will pay a commitment fee to the Purchasers of $1.5 million. The Company expects to use the proceeds from the Private Placement for general corporate purposes, including futur

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. As described in Item 1.01, under the terms of the Investment Agreement, the Company has agreed to issue 750,000 shares of Series A Preferred Stock to the Purchasers. The offer and sale of the Series A Preferred Stock are being made, and the issuance of the Series A Preferred Stock will be 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 5 On November 13, 2025, the Board approved an increase in the number of directors constituting the Board from seven to eight directors and appointed Charles Fitzgerald to serve as a director of the Company, effective as of the same day, to serve until the 2026 Annual Meeting. Mr. Fitzgerald, age 50, currently serves as Managing Partner and Founder of Maewyn Capital Partners LLC, a position he has held since January 2025. From 2011 until December 2024, Mr. Fitzgerald served as Founder, Managing Partner, Co-Portfolio Manager, and Director at V3 Capital Management LP. From April 2002 until May 2011, Mr. Fitzgerald as Managing Partner, Co-Portfolio Manager, and Director of Research at High Rise Capital Management. Mr. Fitzgerald was previously a Co-Portfolio Manager at JP Morgan Fleming Asset Management from May 2000 until April 2002. Mr. Fitzgerald holds a Bachelor of Arts in Finance and Economics from Northern State University. Mr. Fitzgerald currently serves on the board of Vibrant Emotional Health, a non-profit th

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits INDEX TO EXHIBITS Exhibit No. Description 10.1* Investment Agreement, dated as of November 12, 2025, by and among FrontView REIT, Inc. and Maewyn FVR II LP, Rebound Investment, LP and Petrus Special Situations Fund, L.P. 10.2** Investor Rights Agreement, dated as of November 12, 2025, by and among FrontView REIT, Inc. and Maewyn FVR II LP, Rebound Investment, LP and Petrus Special Situations Fund, L.P. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document * Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material to investors and (ii) is the type that the registrant treats as private or confidential. Certain schedules or similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish an unredacted copy of this exhibit and its materiality and privacy or confidentiality analyses to the SEC upon request. ** Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material to investors and (ii) is the type that the registrant treats as private or confidential. The Company agrees to furnish an unredacted copy of this exhibit and its materiality and privacy or confidentiality analyses to the SEC upon request. 6

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FrontView REIT, Inc. Date: November 18, 2025 By: /s/ Pierre Revol Pierre Revol Chief Financial Officer, Treasurer, and Secretary 7

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