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

$200,000,000FrontView REIT, Inc.Common StockPreferred StockDepositary SharesWarrantsRightsGuarantees of Debt Securities FrontView Operating Partnership LPDebt Securities We may offer and sell up to $200,000,000 in the aggregate of the securities identified above from time totime in one or more offerings. FrontView Operating Partnership LP may offer from time to time debt securities inone or more series. This prospectus provides you with a general description of the 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 exchangeof, the securities covered by the prospectus supplement. It is important that you read both this prospectus and theapplicable prospectus supplement before you invest in any of the securities. 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 onpage 56. No securities may be sold without delivery of a prospectus supplement describing the method and terms ofthe offering of those securities. Our common stock currently trades on the New York Stock Exchange, or the NYSE, under the symbol“FVR.” On December 17, 2025the last reported sale price of our common stock on the NYSE was $15.41 per share. Investing in the securities involves risks. See the risks described under“Risk Factors”beginning onpage 4 of this prospectus and in Item 1A of our most recent Annual Report on Form 10-K and Item 1A ofeach subsequently filed Quarterly Report on Form 10-Q (which documents are incorporated by referenceherein), as well as the other information contained or incorporated by reference in this prospectus or in anyprospectus supplement hereto before making a decision to invest in our securities. See “Incorporation ofCertain Information by Reference” and “Where to Find Additional Information” in this prospectus. 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. Anyrepresentation to the contrary is a criminal offense. This prospectus is dated December 18, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS2THE COMPANY3RISK FACTORS4GUARANTOR DISCLOSURES5USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF COMMON STOCK8DESCRIPTION OF PREFERRED STOCK15DESCRIPTION OF DEPOSITARY SHARES17DESCRIPTION OF WARRANTS20DESCRIPTION OF RIGHTS21DESCRIPTION OF DEBT SECURITIES AND GUARANTEES22RESTRICTIONS ON OWNERSHIP33MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS36BOOK-ENTRY SECURITIES54PLAN OF DISTRIBUTION56LEGAL MATTERS58EXPERTS59WHERE TO FIND ADDITIONAL INFORMATION60INCORPORATION OF CERTAIN INFORMATION BY REFERENCE61 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 alsoadd, update or change information contained in this prospectus. You should read both this prospectus and anyapplicable prospectus supplement, together with additional information described below under the headings “Whereto Find Additional Information,” “Incorporation of Certain Information by Reference” and any additionalinformation you may need to make your investment decision. 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 diffe