FrontView REIT (FVR) risk factors, FY2025 10-K

Other

1. 01We have limited opportunities to increase rents under our long-term leases with tenants, which could impede our growth and materially and adversely affect us
2. 02Our portfolio of properties is also concentrated in certain tenant brands and industries, and any adverse developments relating to one or more of these brands or industries could materially and adversely affect us31% rewritten
3. 03Security breaches and other technology disruptions could disrupt our operations, compromise our confidential information or information systems and expose us to liability, which could materially and adversely affect us36% rewritten
4. 04An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect our stock price, and a decrease in market interest rates could lead to additional competition for the acquisition of real estate, any of which could materially and adversely affect us
5. 05The rights of the holders of our Common Stock are limited by and subordinate to the rights of the holders of the Series A Preferred Stock and these rights may have a material adverse effect on the per-share trading price of our Common StockNew

Risks Related to Our Business and Properties

1. 06Properties involve significant risks of tenant defaults and tenant vacancies, which could materially and adversely affect us
2. 07The weighted average remaining term of our leases is 7.4 years, excluding renewal options, which will require us to undertake more re-leasing efforts that could materially and adversely affect us
3. 08Our financial results have and may continue to fluctuate in the future, which makes predicting our revenues, costs and expenses difficult, and any volatility in our future financial results could materially and adversely affect us
4. 09We may not be able to achieve growth through acquisitions at a rate that is comparable to our historical results, which could materially and adversely affect us
5. 10We have experienced net losses for the past four years and we may experience additional net losses in the future55% rewritten
6. 11We may not achieve the total returns we expect from our future acquisitions, which could materially and adversely affect us
7. 12We may not be able to obtain acquisition financing or obtain other capital from third-party sources on favorable terms, or at all, which could materially and adversely affect our growth prospects and our business
8. 13the market price per share of our Common Stock
9. 14We may not be able to effectively manage our growth and any failure to do so could materially and adversely affect us
10. 15As we continue to acquire properties pursuant to our growth strategy, our portfolio may become less diversified which could materially and adversely affect us
11. 16We face increasing competition for acquiring properties from publicly traded REITs and companies, private institutional investors and business operators that may or may not have greater resources than we do, which could materially and adversely affect us
12. 17We face significant competition for tenants, which could materially and adversely affect us, including our occupancy, rental rates, and results of operations
13. 18The departure of any of our key personnel with long-standing business relationships could materially and adversely affect us28% rewritten
14. 19Tenant demand for properties may decline, which could materially and adversely affect us28% rewritten
15. 20Our portfolio of properties is concentrated among tenants with non-investment grade credit ratings, and any adverse developments affecting the credit of these tenants could materially and adversely affect us
16. 21Our assessment that many of our tenants’ businesses are e-commerce resistant may prove to be incorrect, which could materially and adversely affect us
17. 22The decrease in demand for restaurant properties may materially and adversely affect us
18. 23If one or more of our top 20 tenant brands, which together represented approximately 39.3% of our ABR as of December 31, 2025, suffers a downturn in their business, it could materially and adversely affect us37% rewritten
19. 24We may be unable to renew leases, re-lease properties as leases expire, or lease vacant spaces on favorable terms or at all, which, in each case, could materially and adversely affect us23% rewritten
20. 25Our business is subject to significant re-leasing risk, particularly for specialty properties that are suitable for only one use, which could materially and adversely affect us59% rewritten
21. 26We could face issues related to condemnation, government taking, environmental contamination or damage and or destruction of our properties for a number of different reasonsNew
22. 27We may experience tenant defaults, particularly from tenants that do not have an investment grade credit rating, which could materially and adversely affect usNew
23. 28Our underwriting and risk management procedures that we use to evaluate a tenant’s credit risk may fail, or otherwise not accurately reflect the risk of our investment, which could materially and adversely affect us
24. 29Any failure of one or more tenants to provide accurate or complete financial information could prevent us from identifying tenant problems that could materially and adversely affect us
25. 30If one or more of our tenants declares bankruptcy or becomes insolvent, then we may encounter significant difficulties in navigating those bankruptcy proceedings, which could materially and adversely affect us
26. 31Some of our leases may require us to pay or reimburse tenants for property-related expenses, which could materially and adversely affect us
27. 32Some of our tenants operate their businesses under franchise or license agreements, which, if terminated or not renewed prior to the expiration of their leases with us, would likely impair their ability to pay us rent, which could materially and adversely affect us32% rewritten
28. 33The use of artificial intelligence presents risks and challenges that may adversely impact our business and operating results or that of our tenants
29. 34Our properties may be subject to impairment charges which could materially and adversely affect us, including our financial condition
30. 35We face risks associated with repositioning or construction of real estate projects, which may materially and adversely affect us
31. 36Changes in accounting and reporting standards may materially and adversely affect us
32. 37We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets and materially and adversely affect us
33. 38Certain provisions of our leases or loan agreements may be unenforceable, which could materially and adversely affect us
34. 39We may become subject to litigation, which could materially and adversely affect us41% rewritten
35. 40The costs of environmental contamination or liabilities related to environmental laws may materially and adversely affect us76% rewritten
36. 41For example, Phase I environmental assessments do not include soil sampling or subsurface investigations. Therefore, there could be undiscovered environmental liabilities on the properties we ownNew
37. 42We could become subject to liability for asbestos-containing building materials in the buildings on our property, which could cause us to incur additional expenses
38. 43Our properties may contain or develop harmful mold or suffer from other adverse conditions, which could lead to liability for adverse health effects and costs of remediation

Risks Related to Investments in Real Estate

1. 44Our operating results are affected by economic and regulatory changes that impact the commercial real estate market in general, which could materially and adversely affect us
2. 45increased competition for real property acquisitions targeted by our investment strategy
3. 46Global and U.S. financial markets and economic conditions may materially and adversely affect us
4. 47Our real estate investments are illiquid, which could materially and adversely affect us, including our financial condition and cash flows
5. 48Increases in interest rates may decrease the value of our properties, which could materially and adversely affect us22% rewritten
6. 49Inflation may materially and adversely affect us and our tenants, which could materially and adversely affect usNew
7. 50Natural disasters, terrorist attacks, other acts of violence or war, or other catastrophic events could materially and adversely affect us
8. 51We face risks associated with climate change, which could materially and adversely affect us
9. 52Our inability to effectively monitor and respond to the rapid and ongoing developments and expectations regarding our ESG practices may materially and adversely affect us
10. 53Insurance on our properties may not adequately cover all losses and any uninsured losses could materially and adversely affect us
11. 54Our costs of compliance with laws and regulations may require us or our tenants to make unanticipated expenditures that could reduce the investment return of our stockholders
12. 55Compliance with the ADA may require us to make unanticipated expenditures that could materially and adversely affect us
13. 56Compliance with fire, safety, environmental, and other regulations may require us to make unanticipated expenditures that could materially and adversely affect us
14. 57We may obtain only limited warranties when we acquire a property and may only have limited recourse if our acquisitions subject us to unknown liabilities

Risks Related to Debt Financing

1. 58As of December 31, 2025, we had approximately $314.3 million principal balance of indebtedness outstanding (net of fees), which may expose us to the risk of default under our debt obligations
2. 59Our debt obligations may make it difficult to meet the REIT distribution requirements and avoid entity-level taxes
3. 60Disruptions in the financial markets and deteriorating economic conditions could adversely affect our ability to obtain debt financing on commercially reasonable terms and adversely impact our ability to implement our investment strategy and achieve our investment objectives
4. 61We may incur mortgage debt on our properties, which may subject us to certain risks, and the occurrence of any such risk could materially and adversely affect us
5. 62We have made mortgage loans to certain buyers of our properties and any default under such loans could materially and adversely affect our results of operations and financial conditionNew
6. 63Failure to hedge effectively against interest rate changes may materially and adversely affect us45% rewritten
7. 64Our Revolving Credit Facility and Term Loan contain various covenants which, if not complied with, could accelerate our repayment obligations, thereby materially and adversely affecting us

Risks Related to Our Organizational Structure

1. 65Our charter contains provisions, including ownership and transfer restrictions, that may delay, discourage, or prevent a takeover or change of control transaction that could otherwise result in a premium price to our stockholders
2. 66We have issued, and may in the future issue, preferred stock or separate classes or series of common stock, which could adversely affect the holders of our Common Stock35% rewritten
3. 67Termination of our employment agreements with certain members of our senior management team could be costly
4. 68In the event of the executive’s termination of employment by the Company for cause, or the executive voluntarily terminates employment (without good reason), the executive will be entitled to receive the Accrued Benefits
5. 69We may experience adverse consequences as a result of the Internalization
6. 70Our ability to recover any loss that we may suffer as a result of the REIT Contribution Transactions and Internalization may be limited
7. 71Our board of directors may change our investment and financing policies without stockholder approval, which could materially and adversely alter the nature of an investment in us22% rewritten
8. 72Our rights and the rights of our stockholders to take action against our directors and officers are limited
9. 73active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated
10. 74Our bylaws designate specific courts in Baltimore, Maryland and the federal district courts of the United States as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us
11. 75We are a holding company with no direct operations and rely on funds received from the OP to pay liabilities
12. 76Our UPREIT structure may result in potential conflicts of interest between the interests of our stockholders and limited partners in the OP, which may materially and adversely impede business decisions that could benefit our stockholders
13. 77We are an “emerging growth company,” and we cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make our Common Stock less attractive to investors, which could make the market price and trading volume of our Common Stock more volatile and decline significantly
14. 78The value of an investment in our Common Stock may be reduced if we or any of our subsidiaries are required to register as an investment company under the Investment Company Act and, if we are subject to registration under the Investment Company Act, we will not be able to continue our business
15. 79Failure to qualify as a REIT would materially and adversely affect us and the value of our Common Stock
16. 80for the five years following re-election of REIT status, upon a taxable disposition of an asset owned as of such re-election, we would be subject to corporate level tax with respect to any built-in gain inherent in such asset at the time of re-election
17. 81Even if we qualify and remain qualified as a REIT for U.S. federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flow and our ability to make distributions to our stockholders
18. 82If the OP fails to qualify as a partnership for U.S. federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences
19. 83To satisfy the REIT distribution requirements, we may be forced to take certain actions to raise funds if we have insufficient cash flow which could materially and adversely affect us and the trading price of our Common Stock
20. 84The ownership of our TRSs, and any other TRS we form, are subject to limitations, and our transactions with our TRSs, and any other TRS we form, may cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms
21. 85The IRS may treat sale-leaseback transactions as loans, which could jeopardize our REIT status or require us to make an unexpected distribution
22. 86Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends
23. 87The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes
24. 88Complying with the REIT Requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities
25. 89Complying with the REIT Requirements may force us to liquidate or forgo otherwise attractive investments
26. 90Changes to the U.S. federal income tax laws could have a material and adverse effect on us and our stockholders

Risks Related to Ownership of Our Common Stock

1. 91The market price and trading volume of shares of our Common Stock may be volatile
2. 92the realization of any of the other risk factors presented in this report
3. 93We may not be able to make distributions to our stockholders at the times or in the amounts we expect, or at all
4. 94We may change the dividend policy for our Common Stock in the future55% rewritten
5. 95There may be future dilution to earnings related to shares of our Common Stock55% rewritten
6. 96substantial amounts of shares of our Common Stock may be at prices below the initial public offering price of the shares of our Common Stock and may result in further dilution in our earnings and FFO per share and/or materially and adversely impact the per share trading price of our Common StockNew
7. 97Future offerings of debt, which would be senior to shares of our Common Stock upon liquidation, and/or preferred equity securities that may be senior to shares of our Common for purposes of distributions or upon liquidation, may materially and adversely affect the market price of shares of our Common Stock
8. 98Sales of substantial amounts of our Common Stock in the public markets, or the perception that they might occur, could reduce the price of our Common Stock
9. 99Sales of substantial amounts of our capital stock in the public markets may dilute your voting power and your ownership interest in us