FrontView REIT Inc美股招股说明书(2026-02-27版)

On February 27, 2026, we and FrontView Operating Partnership LP, our operating partnership (the “OP”),entered into a distribution agreement (as it may be further amended from time to time, the “DistributionAgreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc., B. Riley Securities, Inc., BTIG, LLC, CapitalOne Securities, Inc., Huntington Securities, Inc., Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley &Co. LLC, RBC Capital Markets, LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (and certain of theirrespective affiliates or agents and other parties named below), acting in their capacity as sales agents and, in certaincases, as forward sellers and/or as forward purchasers. relating to the sale of shares of our common stock, $0.01 parvalue per share (“common stock”), offered by this prospectus supplement and the accompanying prospectuspursuant to a continuous offering program. In no event will the aggregate number of shares of our common stocksold under the Distribution Agreement have an aggregate gross sales price in excess of $75,000,000. We refer tothese entities, when acting in their capacity as sales agents, individually as a “Sales Agent” and collectively as“Sales Agents.” We refer to these entities, Nomura Securities International, Inc., and StoneX Financial Inc., whenacting in their capacity as agents for the Forward Purchasers (as defined below), individually as a “Forward Seller”and collectively as “Forward Sellers.” Unless otherwise expressly stated or the context otherwise requires, the“appointed”, “applicable” or “relevant” Forward Seller with respect to a particular Forward Purchaser will be theForward Seller entity that is the same entity as, or an affiliate of, such Forward Purchaser. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “FVR”. Thelast reported sale price of our common stock on the NYSE on February 26, 2026 was $16.81 per share. Sales of our common stock, if any, pursuant to this prospectus supplement and the accompanyingprospectus will be made by means of ordinary brokers’ transactions on the NYSE that are deemed to be “at themarket” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) or innegotiated transactions, which may include block trades, at market prices prevailing at the time of sale, at pricesrelated to prevailing market prices or at negotiated prices. The Sales Agents are not required to sell any specificnumber or dollar amount of our common stock, but each Sales Agent will use its commercially reasonable effortsconsistent with its normal trading and sales practices and applicable law and regulation to sell shares designated byus in accordance with the Distribution Agreement. We will pay each Sales Agent a commission of up to 2.0% of thegross sales price of the shares of our common stock sold by such Sales Agent pursuant to this prospectussupplement. We may also sell shares of our common stock to any of the Sales Agents, acting as principal, at a price pershare to be agreed upon at the time of sale. If we sell shares to a Sales Agent as principal, we will enter into aseparate terms agreement with that Sales Agent. The Distribution Agreement provides that, in addition to the issuance and sale of our common stock by usto or through the Sales Agents, we may also enter into one or more forward sale agreements (each, a “forward saleagreement,” and collectively, the “forward sale agreements”) under the separate master forward confirmations andany related supplemental confirmations between us and each Forward Seller or its affiliate or agent. We refer tothese entities, Nomura Global Financial Products, Inc. and StoneX Financial Inc., when acting in this capacity,individually as a “Forward Purchaser” and collectively as “Forward Purchasers.” In connection with any forwardsale agreement, the relevant Forward Purchaser (or its affiliate) will, at our request, use commercially reasonableefforts, consistent with its normal trading and sales practices for similar transactions and applicable laws andregulations, to borrow from third parties and, through its affiliated Forward Seller, sell a number of shares of ourcommon stock equal to the number of shares of our common stock underlying the particular forward sale agreement.In connection with any forward sale agreement, we will pay the relevant Forward Seller, in the form of a reducedinitial forward sale price under the related forward sale agreement with the applicable Forward Purchaser, commissions at a mutually agreed rate that will not exceed 2.0% of the gross sales price of all borrowedshares of our common stock sold during the applicable forward hedge selling period by it as a Forward Seller. We will not initially receive any proceeds from the sale of any borrowed shares of our common stock bythe Forward Sellers. We expect to fully physically settle each particular forward sale agreement (by delivery o