Frontview REIT Inc — Amended Current Report (Form 8-K/A)

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

FrontView REIT, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

Securities registered pursuant to Section 12(b) of the Act:

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

On February 12, 2026, FrontView REIT, Inc., a Maryland corporation (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Filing”). The Company is filing this amendment to the Original Filing (this “Amendment”) solely for the purpose of adding the item numbers and captions for Item 3.02, Item 3.03 and Item 5.03, which were inadvertently omitted from the Original Filing. The disclosure provided in the Original Filing remains unchanged and now appears under the item numbers described above. This Amendment hereby amends the Original Filing and, except as set forth herein, no other amendments to the Original Filing are made hereby.

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

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.