FrontView REIT Inc美股招股说明书(2025-12-18版)

FrontView Operating Partnership LPDebt Securities This prospectus describes some of the general terms and conditions that may apply to the securities. Eachtime we offer and sell securities, we will provide a supplement to this prospectus that contains specific terms andconditions of any securities being offered. The applicable prospectus supplement will also contain information,where applicable, about U.S. federal income tax considerations relating to, and any listing on a securities exchange We, including FrontView Operating Partnership LP as the operating partnership (“OP”), may offer thesecurities directly to investors, through agents designated from time to time by them or us, or to or throughunderwriters or dealers on a continuous or delayed basis. If any agents, underwriters or dealers are involved in thesale of any of the securities, their names and any applicable purchase price, fee, commission or discountarrangement with, between or among them, will be set forth, or will be calculable from the information set forth, inan accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” beginning on Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any ABOUT THIS PROSPECTUSFORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSGUARANTOR DISCLOSURESUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF COMMON STOCKDESCRIPTION OF PREFERRED STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF RIGHTSDESCRIPTION OF DEBT SECURITIES AND GUARANTEESRESTRICTIONS ON OWNERSHIPMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSBOOK-ENTRY SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE TO FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and ExchangeCommission, which we refer to as the SEC, utilizing a “shelf” registration process. Under this shelf registrationprocess, we may, from time to time, offer in one or more offerings any combination of the securities described inthis prospectus. This prospectus provides you with a general description of the securities that we may offer. Eachtime we offer securities, to the extent required, a prospectus supplement will be provided and it will be attached tothis prospectus. The prospectus supplement will contain specific information about the terms of that offering,including the specific amounts, prices and terms of the securities being offered. The prospectus supplement may also You should rely only on the information provided or incorporated by reference in this prospectus or anyapplicable prospectus supplement. We have not authorized anyone to provide you with different or additionalinformation. We are not making an offer to sell these securities in any jurisdiction where the offer or sale of thesesecurities is not permitted. You should not assume that the information appearing in this prospectus, any applicable You should read carefully the entire prospectus and any applicable prospectus supplement, as well as thedocuments incorporated by reference in the prospectus and any applicable prospectus supplement, which we havereferred you to in “Incorporation of Certain Information by Reference”, before making an investment decision.Information incorporated by reference after the date of this prospectus may add, update or change informationcontained in this prospectus. Any information in such subsequent filings and any applicable prospectus supplement When used in this prospectus, except where the context otherwise requires, the terms “we,” “us,” “our” and“the Company” refer to FrontView REIT, Inc., a Maryland corporation, and its consolidated subsidiaries, includingFrontView Operating Partnership LP, a Delaware limited partnership. Our common stock, preferred stock,depositary shares, warrants, rights and guarantees of debt securities, and the debt securities of FrontView OperatingPartnership LP, are referred to herein collectively as the “securities.” We may offer the securities separately or FORWARD-LOOKING STATEMENTS This prospectus, including the documents incorporated by reference, contains forward-looking statements,which reflect our current views regarding our business, financial performance, growth prospects and strategies,market opportunities, and market trends, that are intended to be made pursuant to the safe harbor provisions ofSection 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include all statements thatare not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as“outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,”