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FrontView REIT Inc

For the period ended Sep 30, 2024. Filed Nov 14, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 14, 2024

FVR$19.70+1.8%Stored close · as of Nov 10, 2026

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Contents

Unaudited Pro Forma Condensed Consolidated Financial Statements

As of September 30, 2024 and for the Three and Nine Months Ended September 30, 2024

The following unaudited pro forma condensed consolidated financial statements of FrontView REIT, Inc. (together with its consolidated subsidiaries, the “Company”) as of and for the three and nine months ended September 30, 2024, prepared in accordance with Article 11 of Regulation S-X, were derived from the historical condensed consolidated financial statements of the Company’s predecessor, NADG NNN Property Fund, LP (together with its consolidated subsidiaries, the “Predecessor”). The unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 gives effect to the Company’s initial public offering (the “IPO”) and certain other completed and proposed transactions, as if these events had occurred on September 30, 2024. The unaudited pro forma condensed consolidated statement of operations for the three and nine months ended September 30, 2024 gives effect to the Company’s IPO and certain other completed and proposed transactions, as if these events had occurred on January 1, 2024. Refer to the Company's Prospectus filed with the SEC on October 2, 2024, for the 2023 pro forma condensed consolidated financial statements.

The pro forma adjustments give effect to events that are (1) directly attributable to the transactions referred to below, (2) factually supportable, and (3) with respect to the unaudited pro forma condensed consolidated statement of operations, expected to have a continuing impact on the Company. The adjustments necessary to fairly present the unaudited pro forma condensed consolidated financial statements have been based on available information and assumptions that the Company believes are reasonable. The adjustments are described in the notes to the unaudited pro forma condensed consolidated financial statements and present how our condensed consolidated financial statements may have appeared had our capital structure reflected the below transactions as of the dates noted below.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical condensed consolidated financial statements of the Predecessor, including the notes thereto, and other financial information and analysis, including the section captioned “Management's Discussion and Analysis of Financial Condition and Results of Operations” presented elsewhere in this Form 10-Q. The unaudited pro forma condensed consolidated financial statements (1) are based on available information and assumptions that the Company deems reasonable, (2) are presented for informational purposes only, (3) do not purport to represent the Company’s financial position or results of operations or cash flows that would actually have occurred assuming completion of the transactions described above on the dates specified, and (4) do not purport to be indicative of the Company’s future results of operations or financial position.

REIT Contribution Transactions and Internalization

Concurrently with the IPO, the Company engaged in a series of contribution transactions and internalization described under “REIT Contribution Transactions and Internalization” presented in the Company's Prospectus dated October 2, 2024, including, but not limited to, the following:

Upon completion of the REIT Contribution Transactions and Internalization, the Company became the sole general partner of FrontView Operating Partnership LP (the “OP”) and holds substantially all of its assets, and will conduct substantially all of its operations, through the OP.

Pursuant to the terms of the Amended and Restated Internalization Agreement, dated as of July 10, 2024, by and among the Company, the OP, North American Realty Services, LLLP (“NARS”) and certain affiliates of NARS (the “Internalization Agreement”), the Company completed the internalization of the external management functions previously performed for the Predecessor (the “Internalization”). In connection with the Internalization, NARS and certain affiliates of NARS, including certain executive officers and directors of the Company, received 931,490 OP Units, representing approximately 3.5% of the outstanding shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) on a fully diluted basis (based on the public offering price of $19.00 per share).

Pursuant to the terms of (i) the Contribution Agreement by and between certain individual investors in our predecessor and the OP, (ii) the Contribution Agreement by and between the individual investors in one of the subsidiaries of our predecessor and the OP, (iii) the Contribution Agreement, by and between NADG NNN Property Fund (US) Limited Partnership and the OP, and (iv) the Contribution Agreement, by and between NADG NNN Convertible Preferred (Canadian) LP and the OP; (the “Contribution Agreements”), the following occurred concurrently with the completion of the Company’s IPO (the “REIT Contribution Transactions”):

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The Predecessor’s private REIT effected a 250 for-one split of its common units. Following that unit split, pursuant to the Contribution Agreements, the Predecessor’s common unit holders exchanged their common units (or interest in the entity that owns the common units in the Predecessor's private operating partnership) for OP Units or shares of Common

Stock on a one-for-one basis. Following that unit split and exchange, such contributing investors hold an aggregate of 5,742,303 OP Units and 1,777,310 shares of Common Stock, representing approximately 28.1% of the outstanding shares of the Common Stock on a fully diluted basis. The Common Stock issued in the REIT Contribution Transactions will not be listed on the NYSE until 180 days after the closing of the offering.

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Existing preferred unit holders exchanged their interests in the Predecessor’s private operating partnership (or interest in the entity that owns the preferred interests in the Predecessor’s private operating partnership) for OP Units. Such contributing investors received 5,080,877 OP Units, representing approximately 19.0% of the outstanding shares of the Common Stock on a fully diluted basis. The number of OP Units issued to such contributing investors was calculated by dividing the fixed liquidation preference of the preferred units in the Predecessor’s private operating partnership ($10,400 per unit, plus any accrued and unpaid preferred return, or approximately $103.7 million in the aggregate) by the sum of the IPO price per share of the Common Stock and $1.41 (which represents the preferred unit holders’ proportional share of the cost of the Internalization).

Initial Public Offering

In connection with the Company’s IPO, the following occurred:

The Company sold 14,290,846 shares of Common Stock at the IPO price of $19.00 per share, inclusive of the underwriters’ additional purchase of 1,090,846 shares of Common Stock at the IPO price subject to their option, less the underwriting discounts and commissions.

The Company repaid the outstanding borrowings under the Predecessor’s $202.5 million secured credit facility (the “Revolving Credit Facility”) and the $17.0 million secured credit facility (entered into through the Predecessor’s joint venture, NADG NNN 50/50 LP (“Joint Venture”)) (the “Term Loan Credit Facility”).

The Company adopted a new equity incentive plan in order to provide long-term equity-based incentives to the Company’s key employees, including executive officers and non-employee directors (the “2024 Equity Incentive Plan”). The total number of shares of Common Stock reserved and available for issuance under the 2024 Equity Incentive Plan is 1,722,719 shares.

On September 6, 2024, the Company entered into a new $250 million unsecured revolving credit facility and a new $200 million unsecured delayed draw term loan that became effective contemporaneously with the closing of the offering.

2024 Dispositions

During the period from January 1, 2024 through September 30, 2024, the Predecessor completed five property dispositions in the Predecessor with an aggregate sale price, including transaction costs, of $9.8 million. The unaudited pro forma condensed consolidated statement of operations for the three and nine months ended September 30, 2024 gives effect to these property dispositions as if these events had occurred on January 1, 2024. Please refer to the Company's Prospectus filed on October 2, 2024 with the SEC for the Company's 2023 pro forma financial statements.

Autonomous Entity Adjustments

As a public company, the Company expects to incur incremental costs related to general and administrative costs, including employee compensation and benefits, board of directors’ fees and expenses, directors’ and officers’ insurance, and incremental legal, audit, tax, consulting and other costs related to the corporate infrastructure. The Company will also incur additional costs relating to its public reporting and compliance obligations as a public company. For the three and nine months ended September 30, 2024, the Company estimates these incremental costs to amount to $0.6 million and $2.7 million, respectively. In order to determine these incremental costs, the Company performed an analysis of its anticipated organizational structure to estimate the cost of additional resources and third-party services deemed necessary to operate as a public company.

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