SEC Form DEF 14A filed by FrontView REIT Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

April 17, 2025

Dear Fellow Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of FrontView REIT, Inc., a Maryland corporation (the “Company” or “FrontView”), which will be held online at www.virtualshareholdermeeting.com/FVR2025 on May 27, 2025, at 10:00 a.m. Central Daylight Time. You will be able to attend the Annual Meeting virtually, vote your shares electronically, and submit questions during the meeting by logging in to the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the Annual Meeting to ensure you are admitted when the meeting starts. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore have chosen this over an in-person meeting.

We have included with this letter a Proxy Statement that provides you with detailed information about the Annual Meeting. We encourage you to read the entire Proxy Statement carefully. You may also obtain more information about FrontView from documents we have filed with the Securities and Exchange Commission (the “SEC”).

You are being asked at the Annual Meeting to consider and vote upon the election of the directors named in the Proxy Statement to our Board of Directors (the "Board of Directors" or the "Board"), ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and transaction of any other business properly brought before the Annual Meeting.

We encourage you to vote your shares prior to the Annual Meeting. You may vote your shares through one of the methods described in the enclosed Proxy Statement. We strongly urge you to read the accompanying Proxy Statement carefully and to vote FOR each of the director nominees proposed by the Board of Directors and FOR the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, by following the voting instructions contained in the Proxy Statement.

Sincerely,

Stephen Preston

Chairman, Co-Chief Executive Officer, and Co-President

Randall Starr

Co-Chief Executive Officer, Co-President, and Director

This proxy statement is dated April 17, 2025 and is first being made available to stockholders on April 17, 2025.

3131 McKinney Avenue, Suite L10

Dallas, Texas 75204

NOTICE OF 2025 ANNUAL MEETING

OF STOCKHOLDERS TO BE HELD ON May 27, 2025

By Order of the Board of Directors,

Timothy Dieffenbacher

Chief Financial Officer, Treasurer, and Secretary

Date: April 17, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 27, 2025

Our Annual Report for the fiscal year ended December 31, 2024, the Notice of Annual Meeting of Stockholders, this Proxy Statement, and a form of proxy are available at materials.proxyvote.com/35922N.

We are pleased to comply with rules adopted by the SEC that allow companies to distribute their proxy materials over the Internet. On or about April 17, 2025, we mailed or otherwise made available to our stockholders of record at the close of business on the Record Date a Notice of Internet Availability containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report for the fiscal year ended December 31, 2024. The Notice of Internet Availability also includes instructions to access your form of proxy to vote via the Internet. Internet distribution of our proxy materials is designed to ensure faster receipt of such materials by our stockholders, lower the cost of the Annual Meeting, and is more environmentally friendly than mailing materials. If you would prefer to receive paper proxy materials, please follow the instructions included in the Notice of Internet Availability.

3131 McKinney Avenue, Suite L10

Dallas, Texas 75204

PROXY STATEMENT

Table of Contents

FrontView REIT, Inc.

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 27, 2025

We are providing you with this Proxy Statement, which contains information about the items to be voted upon at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Our principal executive offices are located at 3131 McKinney Avenue, Suite L10 Dallas, Texas 75204. The words “we,” “us,” “our,” “FrontView,” or the “Company,” refer to FrontView REIT, Inc., a Maryland corporation.

When and where is the Annual Meeting?

The Annual Meeting will be held on Tuesday, May 27, 2025, at 10:00 a.m. Central Daylight Time. The Annual Meeting will be a completely virtual meeting of stockholders. You may attend the Annual Meeting virtually, and vote your shares electronically, by visiting www.virtualshareholdermeeting.com/FVR2025.

What is this document and why did I receive it?

We have made the Proxy Statement and the proxy card available to you via the Internet or, upon your request, have delivered printed copies of these materials to you by mail. This Proxy Statement is being furnished to you as a stockholder of FrontView because our Board of Directors (the "Board of Directors" or the "Board") is soliciting your proxy to vote at the Annual Meeting. This Proxy Statement contains information that stockholders should consider before voting on the proposals to be presented at the Annual Meeting.

Why did I receive a Notice of Internet Availability instead of a full set of proxy materials?

We have elected to provide access to our proxy materials on the Internet in accordance with rules adopted by the Securities and Exchange Commission (the “SEC”). Accordingly, on or about April 17, 2025, we mailed or otherwise made available to our stockholders of record at the close of business on April 3, 2025 (the “Record Date”) a Notice of Internet Availability. The Notice of Internet Availability contains instructions on how to access our proxy materials, including our Proxy Statement and Annual Report for the fiscal year ended December 31, 2024. The Notice of Internet Availability also includes instructions to access your form of proxy to vote via the Internet.

Internet distribution of our proxy materials is designed to ensure faster receipt of such materials by our stockholders, lower the cost of the Annual Meeting, and is more environmentally friendly than mailing materials. If you would prefer to receive paper proxy materials, please follow the instructions included in the Notice of Internet Availability.

What is a Proxy?

A proxy is a person who votes the shares of stock of another person who is not able to attend a meeting. The term “proxy” also refers to the proxy card or other method of appointing a proxy. When you submit your proxy using our proxy card, you are appointing the designated officers of the Company as your proxy and you are giving them authority to vote your shares of the Company's common stock, $0.01 par value per share (the “Common Stock”), at the Annual Meeting. The appointed proxies will vote your shares of Common Stock as you instruct unless you submit your proxy without instructions. If you submit your proxy without instructions, the proxies will vote in accordance with the recommendation of our Board of Directors with respect to any proposals to be voted upon or, in the absence of such a recommendation, in their discretion. If you do not submit your proxy, the proxies will not vote your shares of Common Stock. Therefore, it is important for you to return the proxy card to us (or submit your proxy via telephone or electronically) as soon as possible, regardless of whether you plan on attending the Annual Meeting.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will consider and vote upon the following proposals:

Members of our management team will be available during the Annual Meeting to respond to questions from our stockholders. In addition, representatives of KPMG LLP, our independent registered public accounting firm, are expected to be available during the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to questions from our stockholders.

How is this solicitation being made and who will bear the costs of soliciting votes?

Solicitation of proxies will be primarily by mail. Our directors, officers, and employees, none of whom will receive additional compensation for their services, may also solicit proxies by telephone, in person, or by e-mail. We have hired Broadridge to assist us in the distribution of our proxy materials. All the expenses of preparing, assembling, printing, and mailing the materials used in the solicitation of proxies will be borne by us, and we will pay Broadridge customary fees and expenses for these services. We do not anticipate any expenses attributed to the solicitation of proxies at this time.

Who is entitled to vote?

Holders of record of our shares of Common Stock as of the close of business on the Record Date are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting, or any postponements or adjournments thereof. Each share of our Common Stock entitled its holder to one vote. As of the close of business on the Record Date, there were 17,519,863 shares of our Common Stock issued and outstanding and entitled to vote at the Annual Meeting. There is no cumulative voting in the election of directors. This means that the stockholders entitled to cast a majority of the votes of the outstanding shares of our Common Stock can elect all of the directors then standing for election, and the holders of the remaining shares will not be able to elect any directors.

What are the voting requirements for the proposals?

Proposal No. 1 — Election of Directors. The election of each nominee for director requires the affirmative vote of a plurality of all of the votes cast at a meeting at which a quorum is present, in person or by proxy. Each share entitles the holder thereof to vote for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. There is no cumulative voting in the election of directors. For purposes of this proposal, withhold votes and broker non-votes (as defined below) will not be counted as votes cast and will have no effect on the result of the vote, but will be considered present for the purpose of determining the presence of a quorum.

Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.  This proposal requires the affirmative vote of a majority of all of the votes cast on the proposal at a meeting at which a quorum is present. For purposes of this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote on this proposal, although they will be considered present for the purpose of determining the presence of a quorum. We do not expect to have any broker non-votes for this proposal.

What is a broker non-vote?

A broker non-vote is a vote that is not cast on a non-routine matter by a broker that is present (in person or by proxy) at a meeting at which there is at least one routine matter, as determined by the New York Stock Exchange (“NYSE”) rules, on the proxy card because (a) the shares entitled to be voted are held in street name, (b) the broker lacks discretionary authority to vote the shares and (c) the broker has not received voting instructions from the beneficial owner. Proposal No. 1 is considered non-routine, and your broker will not be permitted to vote your shares on Proposal No. 1 without receiving voting instructions from you. Proposal No. 2 is considered routine, and your broker will be able to exercise its discretionary authority to vote your shares if the broker did receive voting instructions from you.

How do I vote if I hold my shares in “street name”?

If your shares are held by your bank, broker or other nominee (that is, in “street name”), you are considered the beneficial owner of your shares, but your bank or broker is considered the record owner. Your broker or nominee will not vote your shares unless you provide instructions to your broker or nominee on how to vote your shares. You

should instruct your broker or nominee how to vote your shares by following the voting instructions provided by your broker or nominee.

What constitutes a quorum?

A quorum of stockholders is required for stockholders to take action at the Annual Meeting, except that the Annual Meeting may be adjourned if less than a quorum is present. The presence, either in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum. If a quorum is not present at the Annual Meeting, the chairman of the Annual Meeting may adjourn the Annual Meeting from time to time to a date not more than 120 days from the original Record Date to permit further solicitation of proxies.

How is a quorum determined?

For the purpose of determining whether a quorum is present at the Annual Meeting, shares that are voted “For,” “Against,” or “Abstain,” as applicable, will be treated as being present at the Annual Meeting. Accordingly, if you have returned a valid proxy or attend the Annual Meeting, your shares will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters. Broker non-votes will also be counted as present for purposes of determining the presence of a quorum.

How do I vote?

If you are a registered stockholder as of the close of business on the Record Date, you may vote electronically by attending the Annual Meeting and following instructions to vote. Additionally, you may use any of the following options for authorizing a proxy to vote your shares prior to the Annual Meeting:

If you authorize a proxy by telephone or Internet, you are not required to mail your proxy card. See the attached proxy card for additional instructions on how to vote.

All proxies that are properly executed and received by us prior to the Annual Meeting, and are not revoked, will be voted at the Annual Meeting in accordance with the instructions on those proxies.

Even if you plan to attend the Annual Meeting, we urge you to submit a proxy via the Internet, or by telephone or mail, to ensure the representation of your shares at the Annual Meeting.

What happens if I submit my proxy without providing voting instructions on all proposals?

If no instructions are specified on a properly executed proxy, it will be voted as follows:

Can I change or revoke my vote?

Any stockholder giving a proxy has the power to revoke it at any time before it is exercised. You may revoke your proxy by: (i) delivering a written statement to the Secretary of the Company stating that the proxy is revoked, which must be received prior to the Annual Meeting; (ii) submitting a subsequent proxy with a later date (provided such proxy is received prior to the Annual Meeting); or (iii) attending the Annual Meeting and voting electronically during the Annual Meeting. Attendance at the Annual Meeting without voting will not automatically revoke a previously authorized proxy.

If we receive your proxy authorization by telephone or over the Internet, we will use procedures reasonably designed to authenticate your identity, to allow you to authorize the voting of your shares in accordance with your instructions and to confirm that your instructions have been properly recorded. To revoke a proxy previously submitted by Internet, telephone, or mail, you may (i) simply authorize a proxy again at a later date using the procedures set forth above, but before the deadline for Internet, telephone, or mail voting, in which case the later submitted proxy will be recorded and the earlier proxy revoked or (ii) attend the Annual Meeting and vote in person (virtually).

If your shares are held by your broker or bank as a nominee or agent, you will need to contact the institution that holds your shares and follow its instructions for revoking a proxy.

What happens if additional proposals are presented at the Annual Meeting?

Other than the matters described in this Proxy Statement, we do not expect any additional matters to be presented for a vote at the Annual Meeting. If other matters are presented and you are voting by proxy, your proxy grants the individuals named as proxy holders the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting.

How do I ask questions at the Annual Meeting?

If you are attending the meeting as a stockholder of record or beneficial owner who has registered in advance, you will be able to submit questions. Questions can be submitted during the Annual Meeting by visiting www.virtualshareholdermeeting.com/FVR2025. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions should relate to matters of concern to stockholders generally. We ask that stockholders please limit themselves to one question/topic. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized, and answered together.

What if I am having technical difficulties attending the virtual annual meeting?

If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting. We encourage stockholders to join 15 minutes before the start time to ensure a proper connection and to give time to resolve any technical difficulties.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and then disclose the final results in a Current Report on Form 8-K filed with the SEC within four business days after the date of the Annual Meeting. If final voting results are not known when such Form 8-K is filed, they will be announced in an amendment to such Form 8-K within four business days after the final results become known.

How can I get additional copies of this Proxy Statement and additional information?

We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. You may obtain additional copies of this Proxy Statement and all other documents filed by us with the SEC free of charge from our website at www.frontviewreit.com/investors.

Our website address is provided for your information and convenience. Our website is not incorporated into this Proxy Statement and should not be considered part of this Proxy Statement. Additionally, you may read and copy any reports, statements or other information we file with the SEC free of charge on the website maintained by the SEC at http://www.sec.gov.

CORPORATE GOVERNANCE

Corporate Governance Highlights

Structure of the Board

Our business and affairs are managed under the direction of our Board. Each director elected at the Annual Meeting will hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, or removal. Any director may resign at any time by delivering a resignation to the Board of Directors, the chair of the Board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. Pursuant to our Charter and Bylaws, the number of our directors may not be fewer than the minimum number required by Maryland law, which is one, and may not be greater than thirteen, and will generally be determined from time to time by resolution of the Board. Our Board currently consists of seven persons.

Criteria for Selection of Directors

The Nominating Committee is responsible for (i) reviewing the structure, organization, function and composition of the Board and its committees and make recommendations to the Board regarding changes to the size and composition of the Board or any committee thereof, (ii) identifying, recruiting, screening and interviewing individuals that the Nominating Committee believes are qualified to become Board members, and selecting, or recommending that the Board select, the director nominees to stand for election at each annual meeting of stockholders of the Company in which directors will be elected, (iii) considering potential director candidates recommended by the Company’s management and stockholders in the same manner as nominees identified by the Nominating Committee. Pursuant to our Corporate Governance Guidelines, directors should possess the highest personal and professional ethics, integrity and values. Necessary qualifications may include the ability to make independent judgments, general understanding of the Company’s business, other Board service, professional background, and education. In addition, the Nominating Committee considers other factors it considers appropriate, including diversity. Though diversity is not defined in the Corporate Governance Guidelines, diversity is broadly interpreted by the Board to include viewpoints, background, experience and industry knowledge. Directors should be committed to devoting sufficient time and energy to diligently performing their duties as directors.

Board and Committee Self-Evaluations

Our Board conducts an annual self-evaluation of itself and its committees to assess its effectiveness and identify opportunities for improvement. Our Board believes that this process supports continuous improvement and provides opportunities to strengthen Board and committee effectiveness.

Independence of Directors

Our Corporate Governance Guidelines provide that a majority of the members of the Board, and each member of the Audit Committee, Compensation Committee and Nominating Committee, must meet the criteria for independence set forth under applicable law and the NYSE listing standards. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. In addition to considering the NYSE independence criteria, the Board will consider all relevant facts and circumstances of which it is aware in making an independence determination with respect to any director.

The Board, following consultation with the Nominating Committee, has made director independence determinations with respect to each of our current directors. Based on the NYSE independence guidelines, the Board has affirmatively determined that (i) Messrs. Perez and Swanstrom, and Mmes. Frank and LeVeaux (A) have no relationships or only immaterial relationships with us, (B) meet the NYSE independence guidelines with respect to any such relationships and (C) are independent; and (ii) Messrs. Green, Preston, and Starr are not independent. Messrs. Preston and Starr are our co-Chief Executive Officers and co-Presidents, and Mr. Green is affiliated with our predecessor entity.

Board’s Role in Risk Oversight

One of the key functions of our Board is oversight of our risk management process. Our Board administers this oversight function directly, with support from its four standing committees, the Audit Committee, the Compensation Committee, the Nominating Committee and the Real Estate Investment Committee, each of which addresses risks specific to its respective areas of oversight. In particular, as more fully described below, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk taking. Our Nominating Committee provides oversight with respect to governance-related risks and ethical conduct and monitors the effectiveness of our Corporate Governance Guidelines, including whether such guidelines are successful in preventing illegal or improper liability creating conduct. Our Real Estate Investment Committee provides oversight with respect to the Company’s investments.

Other Board Information

Leadership Structure of the Board

Our Board is deeply focused on our corporate governance practices. We value independent Board oversight as an essential component of strong corporate performance to enhance stockholder value. A majority of our Board members are independent, and all of the members of our Board’s committees, except the Real Estate Investment Committee, are independent.

Our Board is responsible for selecting the Chairman of the Board and the Chief Executive Officer. The Board annually reviews its leadership structure. The Board has determined that the combined role of Chairman and Chief Executive Officer, is currently the best structure for FrontView and its stockholders. In its review of our leadership structure, the Board considered the following:

Our current structure promotes clear lines of responsibility and accountability, while maintaining the Board’s independence from management.

Board Meetings

In 2024, our Board held two meetings. In addition to our Board meetings, our directors attend meetings of committees established by our Board. Each of our directors attended 100% of the meetings of our Board and the committees on which he or she served during 2024 that were held when he or she was a director. While we do not have a formal policy requirement, our directors are encouraged to attend all annual and special meetings of our stockholders. All of our directors plan to attend our 2025 Annual Meeting.

Meetings of Non-Employee Directors

In accordance with our Corporate Governance Guidelines and the listing standards of the NYSE, our non-employee directors meet regularly in executive sessions of the Board without management present.

Committees of the Board

Our Board has four committees: the Audit Committee, the Compensation Committee, the Nominating Committee and the Real Estate Investment Committee. The Audit Committee, Compensation Committee, and Nominating Committee each meet the NYSE independence standards and other governance requirements for such a committee. The principal functions of each committee are briefly described below. Additionally, our Board may from time to time establish other committees to facilitate the Board’s oversight of management of the business and affairs of our Company. The charters of the Audit Committee, the Compensation Committee and the Nominating Committee are available on our website at www.frontviewreit.com/corporate-governance. The information on, or otherwise accessible through, our website does not constitute a part of this Proxy Statement.

Audit Committee

The Audit Committee meets on a regular basis, at least quarterly, and more frequently as the chair of the Audit Committee deems necessary. The Audit Committee must at all times be comprised of at least three members, and each member of the Audit Committee must be an independent director. The Audit Committee charter defines the Audit Committee’s principal functions, including oversight related to:

The Audit Committee is also responsible for engaging, evaluating, compensating, and overseeing an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans for and results of the audit engagement, approving services that may be provided by the independent registered public accounting firm, including audit and non-audit services, such as tax services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees, and reviewing the adequacy of our internal accounting controls. The Audit Committee also will prepare the audit committee report required by SEC regulations to be included in our annual report on Form 10-K.

The Audit Committee is comprised of Ernesto Perez (Chair), Daniel Swanstrom and Elizabeth Frank. Our Board of Directors determined affirmatively that (i) each member of the Audit Committee qualifies as an “audit committee financial expert” as such term has been defined by the SEC in Item 407(d)(5) of Regulation S-K and (ii) each member of the Audit Committee is “financially literate” as that term is defined by the NYSE listing standards and meets the definition for “independence” for the purposes of serving on the Audit Committee under NYSE listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Compensation Committee

The Compensation Committee meets at least once each year and must be comprised of at least three members, all of whom must be independent directors. The Compensation Committee charter defines the Compensation Committee’s principal functions to include:

The Compensation Committee has the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel, or other adviser as it deems appropriate. The Compensation Committee, working with Ferguson Partners Consulting, L.P. (“FPC”) as its independent compensation consultant, has reviewed, approved, and implemented an overall philosophy and framework for executive compensation matters. The Compensation Committee may form and delegate authority to subcommittees consisting of one or more members when it deems appropriate.

The Compensation Committee is comprised of Noelle LeVeaux (Chair), Daniel Swanstrom and Ernesto Perez. The Board of Directors determined affirmatively that each member of the Compensation Committee meets the definition for “independence” for the purpose of serving on the Compensation Committee under applicable rules of the NYSE and the SEC and each member of the Compensation Committee meets the definition of a “non-employee director” for the purpose of serving on the Compensation Committee under Rule 16b-3 of the Exchange Act.

Nominating Committee

The Nominating Committee meets at least once each year and must be comprised of at least three members, all of whom must be independent directors. The Nominating Committee charter defines the Nominating Committee’s principal functions to include:

The Nominating Committee is comprised of Elizabeth Frank (Chair), Daniel Swanstrom and Noelle LeVeaux. Our Board of Directors determined affirmatively that each member of the Nominating Committee meets the definition of independence under NYSE listing standards.

Real Estate Investment Committee

The Real Estate Investment Committee is responsible for approving (i) the acquisition or disposition of any single property greater than $5 million but less than $25 million, (ii) the acquisition of properties in an aggregate amount up to $150.0 million in any one calendar quarter, and (iii) the disposition of properties in an aggregate amount up to $30.0 million in any one calendar quarter, in each case, prior to consulting with our Board of Directors. Further, the Real Estate Investment Committee is responsible for recommending that the full Board approve, (i) individual property acquisitions or dispositions that exceed $25.0 million in value, (ii) the acquisition of properties that exceed an aggregate amount of $150.0 million in any one calendar quarter and (iii) the disposition of properties that exceed an aggregate amount of $30.0 million in any one calendar quarter. The Real Estate Investment Committee is also responsible for providing oversight with respect to our investment strategy, criteria, and process.

The Real Estate Investment Committee is comprised of Stephen Preston (Chair), Randall Starr, and Robert Green.

Code of Ethics

Our Code of Ethics applies to our directors, officers, and employees. Among other matters, the Code of Ethics is designed to deter wrongdoing and to promote:

Any waiver of the Code of Ethics for our directors or executive officers must be approved by the Board or the Audit Committee, and any such waiver shall be promptly disclosed as required by law and NYSE regulations. Our employees have access to members of our Board of Directors to report anonymously, if desired, any suspicion of misconduct by any member of our senior management or executive team. Anonymous reporting is always available through our whistleblower hotline and reported to the Audit Committee quarterly. The Code of Ethics, as well as our committee charters and other governance documents may be found on our website at www.frontviewreit.com/corporate-governance/.

Insider Trading Policy

We adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by members of the Board of Directors, officers, employees, and the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Clawback Policy

Our Board adopted a clawback policy (the “Clawback Policy”) to comply with the finalized and effective SEC and NYSE listing standards (Section 10D of the Exchange Act, Rule 10D-1 of the Dodd Frank Wall Street Reform and Consumer Protection Act promulgated thereunder and Section 303A.14 of the NYSE Listed Company Manual). Pursuant to the Clawback Policy, in the event of an “accounting restatement”(as defined in the Clawback Policy), our “covered executives” (as defined in the Clawback Policy),including our executive officers, must reimburse us for any “erroneously awarded compensation” (as defined in the Clawback Policy). Erroneously awarded compensation includes the amount of incentive compensation received by a covered executive during the three fiscal years preceding the required accounting restatement based on our achievement of “financial reporting measures” (as defined in the Clawback Policy) in excess of the amount that the covered executive would have received based on the restated financial reporting measures. The Compensation Committee has the authority to interpret and make all determinations under the Clawback Policy. A copy of our Clawback Policy was filed as Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board of Directors or the Compensation Committee. None of the members of the Compensation Committee is, or has ever been, an officer or employee of our Company.

Communications to the Board

Stockholders and interested parties can contact the Board through written communication sent to FrontView REIT, Inc., 3131 McKinney Avenue, Suite L10, Dallas, Texas 75204, Attention: Timothy Dieffenbacher, Chief Financial Officer, Treasurer, and Secretary. Our Chief Financial Officer reviews all written communications and forwards to the Board a summary and/or copies of any such correspondence that is directed to the Board or that, in the opinion of the Chief Financial Officer, deals with the functions of the Board or Board committees or that he otherwise determines requires the Board’s or any Board committee’s attention. Concerns relating to accounting, internal accounting controls or auditing matters are immediately brought to the attention of our Audit Committee Chair and internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the Board may change the process by which stockholders may communicate with the Board. Any such changes will be reflected in our Corporate Governance Guidelines, which are posted on our website at www.frontviewreit.com.

Communications of a confidential nature can be made directly to our non-employee directors or the Chair of the Audit Committee regarding any matter, including any accounting, internal accounting control or auditing matter, by submitting such concerns to the Audit Committee. Any submissions to the Audit Committee should be marked confidential and addressed to the Chair of the Audit Committee, as the case may be, c/o FrontView REIT, Inc., 3131 McKinney Avenue, Suite L10, Dallas, Texas 75204.

Recommendation of Directors by Stockholders

The Nominating Committee will consider candidates for election as a director of the Company that are recommended by any stockholder, provided that the recommending stockholder follows the procedures set forth in Article II, Section 11 of the Bylaws for nominations by stockholders of persons to serve as directors. The Nominating Committee evaluates such candidates in the same manner by which it evaluates other director candidates considered by the Nominating Committee, as described above.

Pursuant to Article II, Section 11 of the current Bylaws, nominations of persons for election to the Board at a meeting of stockholders may be made by any stockholder of record of the Company and who is entitled to vote for the election of directors at the meeting who sends a timely notice in writing to our Secretary. To be timely, a stockholder’s notice must be delivered to our Secretary at the Company’s principal executive offices not earlier than 150 days nor later than 5:00 p.m., Eastern Daylight Time, 120 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting; provided, however, that in connection with the Company's first annual meeting or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made.

The stockholder’s notice or recommendation is required to contain certain prescribed information about each person whom the stockholder proposes to recommend for election as a director, the stockholder giving notice and the beneficial owner, if any, on whose behalf notice is given. The stockholder’s notice must also include the consent of the person proposed to be nominated and to serve as a director if elected. Recommendations or notices relating to director nominations should be sent to FrontView REIT, Inc., 3131 McKinney Avenue, Suite L10, Dallas, Texas 75204, Attention: Timothy Dieffenbacher, Chief Financial Officer, Treasurer, and Secretary. See “Stockholder Proposals for 2025 Annual Meeting of Stockholders.”

A copy of our Bylaws, has been filed as Exhibit 3.2 to our Annual Report on Form 10-K filed with the SEC on March 20, 2025.

ELECTION OF DIRECTORS

(PROPOSAL NO. 1)

Upon the recommendation of our Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board has nominated the seven individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2026 and until his or her successor is duly elected and qualifies. Our charter (“Charter”) and Amended and Restated Bylaws (“Bylaws”) provide for the annual election of directors. Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all director nominees. The Board has determined that each director nominee, other than Messrs. Green, Preston, and Starr, if elected, would be an independent director, as further described below in “Corporate Governance - Independence of Directors.”

All of the director nominees listed below have consented to being named in this Proxy Statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by our Board. Alternatively, our Board may reduce the number of directors to be elected at the Annual Meeting.

Director Nominees

Biographical information relating to each of the director nominees is set forth below under “Directors and Management” and incorporated by reference herein.

Required Vote

You may vote “FOR” or “ABSTAIN” for the election of each nominee for director. The election of each nominee for director requires the affirmative vote of a plurality of all of the votes cast at the Annual Meeting, assuming a quorum is present, in person or by proxy. For purposes of this proposal, withhold votes and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, but will be considered present for the purpose of determining the presence of a quorum.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

DIRECTORS AND MANAGEMENT

Director Biographical Information

The names of our directors, certain biographical information about our directors, and the experiences, qualifications, attributes or skills that the Nominating Committee considered when recommending the directors for nomination, are set forth below.

Stephen Preston, Chairman of the Board, Co-Chief Executive Officer and Co-President

Mr. Preston is our Founder and serves as our Chairman of the Board, co-Chief Executive Officer and co-President. Since founding our predecessor in 2016, Mr. Preston has served as its Executive Chairman and has overseen the acquisition of its portfolio of outparcel properties and the creation of its national outparcel development and brokerage platform. In addition, since joining our predecessor’s parent company, North American Development Group ("NADG") in 1999, Mr. Preston has overseen all aspects of NADG’s operations in the Southcentral United States and has been responsible for numerous shopping center acquisitions and shopping center and residential developments. Prior to joining NADG, Mr. Preston served as an Analyst at CIBC Oppenheimer in New York. Mr. Preston received his Master of Business Administration degree from the University of Florida and his Bachelor of Business Administration degree from Southern Methodist University. In light of his extensive company-specific operational, finance and market experience, his leadership abilities, and his expertise in the acquisition, ownership and management of outparcel properties, we have determined that it is in the best interests of our Company for Mr. Preston to continue to serve as a director on our Board.

Randall Starr, Director, Co-Chief Executive Officer and Co-President

Mr. Starr serves as our co-Chief Executive Officer, co-President and a member of our Board. Since 2015, Mr. Starr has served as of our predecessor’s President and Chief Executive Officer and overseen the growth and development of our portfolio. Prior to joining our predecessor, from 2006 to 2015, Mr. Starr served as Chief Development Officer and Chief Operating Officer of Topgolf International, where he was responsible for the company’s expansion from one location to 27 locations in the United States, including the flagship facility in Las Vegas. Prior to that, Mr. Starr worked in the commercial real estate investment sales team of CB Richard Ellis from 2002 to 2005 and as an investment banker at Citigroup from 2000 to 2002. Mr. Starr received his Bachelor of Arts degree from Duke University. In light of his more than 20 years of experience working in real estate, finance, and corporate executive leadership, we have determined that it is in the best interests of our Company for Mr. Starr to continue to serve as a director on our Board.

Elizabeth Frank, Independent Director

Ms. Frank has served as the Chief Executive Officer of RealD, a global technology provider of 3D solutions to movie theaters, since February 2025. Prior to her role at RealD, from 2012 to 2025, Ms. Frank served as Executive Vice President, Worldwide Programming and Chief Content Officer at AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC Entertainment”), a movie theater chain. Prior to that, from 2010 to 2012, she was the Senior Vice President, Strategy and Strategic Partnerships of AMC Entertainment. She served as a director of Spirit Realty Capital, Inc. from 2019 until its merger with Realty Income Corporation in 2024, chairing the Nominating and Governance Committee and serving on the Audit Committee. From 2006 to 2010, Ms. Frank worked for Americares, a leading global health non-profit organization, as Senior Vice President, Global Programs. From 2003 to 2006, Ms. Frank worked at Time Warner as Vice President, Strategic Planning. From 1994 to 2003, Ms. Frank was with McKinsey & Company. Ms. Frank received her Master of Business Administration degree from Harvard Business School and her Bachelor of Science degree in Business Administration degree from Lehigh University. In light of her over 30 years of business experience, we have determined that it is in the best interests of our Company for Ms. Frank to serve as a director on our Board.

Robert Green, Director

Mr. Green serves as a director of FrontView. Mr. Green is currently Vice Chairman of NADG. He joined NADG in 1985, after specializing in the practice of commercial real estate law. He has over 40 years’ experience in developing, acquiring and managing retail, residential and mixed-use properties throughout North America. Mr.

Green was a member of the board of directors and investment committee of Centrefund Realty from 1994 until 2000, and board of directors of Sterling Centrecorp Inc. from 2001 until 2007, both publicly traded real estate companies that were listed on the Toronto Stock Exchange. Mr. Green also served on the board of directors of Liquor Stores N.A. Ltd, a publicly traded company listed on the Toronto Stock Exchange. Mr. Green obtained his Bachelor of Laws degree from The University of Toronto Law School. In light of his more than 40 years of experience working in real estate and corporate executive leadership, we have determined that it is in the best interests of our Company for Mr. Green to continue to serve as a director on our Board and as a member of the Company's real estate committee.

Noelle LeVeaux, Independent Director

Ms. LeVeaux serves as an independent director of FrontView. Ms. LeVeaux has served as the Chief Executive Officer of Noelle LeVeaux Concepts, a marketing strategies and brand development firm, since 2024 and from 2017 through 2020. In her role, Ms. LeVeaux helps clients reengineer their existing brands and build new ones to achieve determined goals such as increased revenue, attendance, client pipeline, community support and more. In addition, she manages comprehensive communications needs, from developing campaign plans and creative to managing ad agencies and consulting on marketing team infrastructure. Between 2022 and 2024, Ms. LeVeaux served as the Group Publisher of D Magazine Partners, where she was responsible for revenue generation, sales, and marketing responsibility for four print magazines, online products, and events. Prior to that, from 2020 to 2022, she was the Chief Marketing Officer for Communities Foundation of Texas. From 2012 to 2017, Ms. LeVeaux served as the Chief Marketing Officer for the Dallas Convention and Visitors Bureau (“DCVB”). Prior to joining the DCVB, Ms. LeVeaux served as Senior Director and Vice President of Marketing and Public Relations for Children’s Medical Center in Dallas, where she was responsible for internal communications, brand and clinical marketing, advertising, media relations, events, and digital platforms. In 2006, Ms. LeVeaux co-founded Dress for Success Dallas, an affiliate of an international organization whose mission is to promote the economic independence of disadvantaged women. Ms. LeVeaux participates in several local, tax-exempt organizations, including serving on the board of Community Partners of Dallas, as chair-elect for the board of City Year Dallas, and as chair of the marketing committee for Uptown Dallas Inc. Ms. LeVeaux received her Master of Science degree in Digital Communication Analytics from University of North Texas and her Bachelor of Science degree in Mathematics from Spelman College. In light of her 30 years of experience in marketing, communications and advertising, we have determined that it is in the best interests of our Company for Ms. LeVeaux to serve as a director on our Board.

Ernesto Perez, Independent Director

Mr. Perez serves as an independent director of FrontView. Since 2015, Mr. Perez has served as the Global Practice Leader of Alvarez & Marsal’s Tax Practice, where he advises private equity funds, hedge funds, corporations and investment banking firms on tax and financial impacts in corporate finance, mergers and acquisitions deal structuring, due diligence and execution of tax efficient financing structures across a range of industries, including consumer markets, telecommunication, financial services, real estate, industrial products, leisure, business services and distribution. Mr. Perez received his Bachelor of Business Administration degree from the University of Georgia and his Juris Doctor degree from Georgia State University. In light of his over 30 years of business experience, we have determined that it is in the best interests of our Company for Mr. Perez to continue to serve as a director on our Board.

Daniel Swanstrom, Independent Director

Mr. Swanstrom serves as an independent director of FrontView. Since November 2024, Mr. Swanstrom has served as the Senior Executive Vice President, Chief Financial Officer and Treasurer of The Macerich Company, a public real estate investment trust ("REIT") and leading owner, operator and developer of high-quality retail real estate in densely populated and attractive U.S. markets. Prior to this, from 2022 to 2024, he was the founder and Managing Member of DES Partners, LLC, which advised real estate businesses on strategy, capital markets, financial management, and investor relations. Mr. Swanstrom previously served as Executive Vice President and Chief Financial Officer of CorePoint Lodging, Inc., a publicly traded lodging REIT, from 2018 to until its acquisition by a joint venture between affiliates of Highgate and Cerberus Capital Managements L.P. in 2022. Mr. Swanstrom also previously served as Executive Vice President and Chief Financial Officer of Monogram Residential Trust, Inc., a publicly traded multifamily REIT, from 2015 until its acquisition by a Greystar-led fund in 2017. Prior to Monogram, Mr. Swanstrom worked at Morgan Stanley from 2006 to 2015 and served in a variety of capacities, most recently as Executive Director in the Real Estate Investment Banking Division from 2013 to 2015. From 2002 to 2004, Mr. Swanstrom was at AEW Capital Management, a real estate investment manager, most recently as an Assistant

Vice President. From 1999 to 2002, Mr. Swanstrom was in the Assurance and Advisory Services Group at Deloitte & Touche LLP, most recently as senior accountant. Mr. Swanstrom received a Bachelor of Science degree in Accounting from Boston College and a Master of Business Administration degree from the University of North Carolina at Chapel Hill. Mr. Swanstrom is also a certified public accountant (inactive). In light of his over 25 years of business experience, we have determined that it is in the best interests of our Company for Mr. Swanstrom to serve as a director on our Board.

Executive Officer Biographical Information

The names and certain biographical information about our executive officers are set forth below (other than Messrs. Preston and Starr, whose information is set forth above under “-Directors”).

Timothy Dieffenbacher, Chief Financial Officer, Treasurer and Secretary

Mr. Dieffenbacher is our Chief Financial Officer, Treasurer and Secretary. He previously served as the Senior Vice President, Chief Accounting Officer and Treasurer at Broadstone Net Lease, Inc. (NYSE: BNL), a publicly traded diversified net lease REIT from 2017 to 2024, having responsibility over accounting, tax, capital markets, and SEC reporting functions. Prior to Broadstone Net Lease, Inc., Mr. Dieffenbacher was a senior manager at KPMG LLP, serving a broad range of publicly traded companies from 2009 to 2017. Since 2010 he has also served as a board member of The DePaul Group, Inc., a leading non-profit affordable housing developer in New York, having served as the chair of the audit and investment committee and a member of the compensation committee. Mr. Dieffenbacher is a certified public accountant and holds a Bachelor of Science degree in Accounting from the College at Brockport State University of New York.

Drew Ireland, Chief Operating Officer

Mr. Ireland is our Chief Operating Officer. Since 2016, Mr. Ireland has served as the Executive Director for our predecessor, where he was responsible for all facets of the acquisition process and asset management of the portfolio. Over the past 17 years at NADG, Mr. Ireland has been involved with the acquisition, development, operation and disposition of more than 2.5 million square feet of retail and multifamily assets. Prior to joining NADG, Mr. Ireland worked at Wells Fargo in their commercial lending division and was a development associate at Lincoln Property Company in Dallas. Mr. Ireland received his Master of Business Administration degree at The Cox School of Business at Southern Methodist University.

DIRECTOR COMPENSATION

The following table presents information regarding the compensation earned or paid during fiscal year 2024 to our non-employee directors who served on the Board during the year. Directors who are employees of us or any of our subsidiaries do not receive any compensation for their services as directors. For the compensation of Messrs. Preston and Starr, refer to the disclosure set forth under the heading “Executive Compensation—Summary Compensation Table for Fiscal Year 2024” below.

Director Compensation Table for Fiscal Year 2024

Narrative to Director Compensation Table

Our non-employee director compensation policy provides that each of our non-employee directors (that is, each of our directors, other than Messrs. Preston and Starr) will receive the following compensation for service on the Board:

The Initial Grants were approved by the Board in connection with our initial public offering on October 3, 2024, and granted effective as of October 4, 2024. Our initial public offering price was $19.00 per share.

The vesting of each Initial Grant and Annual Grant is subject to the non-employee director’s continuous service with us as of the applicable vesting date. Any awards granted under the non-employee director compensation policy that are unvested as of the occurrence of a Change in Control (as defined in the 2024 Equity Incentive Plan) will automatically vest upon such Change in Control for each non-employee director who remains in continuous service with us immediately prior to such Change in Control.

Pursuant to the non-employee director compensation policy, the compensation described above is subject to the limits on non-employee director compensation set forth in the 2024 Equity Incentive Plan.

We also reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

Equity Compensation Plan Information

The following table provides information as of December 31, 2024, with respect to shares of our Common Stock that may be issued under our existing equity compensation plans.

Security Ownership of Certain Beneficial Owners, Directors and Management

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement or (4) the automatic termination of a trust, discretionary account or similar arrangement.

The following table sets forth information, as of April 3, 2025, known to us about the beneficial ownership of shares of our Common Stock by our 5% or greater stockholders and by our named executive officers, directors and executive officers and directors as a group. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our Common Stock subject to options or other rights (as set forth above) held by that person that are exercisable as of April 3, 2025 or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. There were 10,302,963 limited partnership units (“OP Units”) in our operating partnership, FrontView Operating Partnership LP (the "OP") outstanding as of April 3, 2025, which are redeemable into shares of our Common Stock on a one-for-one basis. The following table does not assume that the outstanding OP Units are redeemed for shares of our Common Stock on a one-for-one basis. The percentage calculations set forth in the table are based on 17,519,863 shares of Common Stock outstanding on April 3, 2025, rather than based on the percentages set forth in stockholders’ Schedules 13G or 13D, as applicable, filed with the SEC.

Each person named in the table has sole voting and investment power with respect to all of the shares of our Common Stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. Unless otherwise indicated, the address of each named person is c/o FrontView REIT, Inc., 3131 McKinney Avenue, Suite L10, Dallas, TX 75204. No shares beneficially owned by any executive officer or director have been pledged as security.

* Less than 1% of the outstanding Common Stock

Delinquent Section 16(a) Reports

Our executive officers, directors, persons who beneficially own more than 10% of our Common Stock and other persons required to file reports under Section 16(a) of the Exchange Act (“Reporting Persons”) must file reports with the SEC about their ownership of and transactions in our Common Stock and our other securities related to our Common Stock. Based solely on our review of those reports and related written representations, we believe that all Section 16(a) filing requirements applicable to our Reporting Persons were timely met during the year ended December 31, 2024, except that one transaction was not timely included on a Form 4 for each of Messrs. Preston and Perez and four transactions in total were not timely included on two Forms 4 for Mr. Green.

EXECUTIVE COMPENSATION

We became a public company in October 2024, and we are an “emerging growth company” under applicable federal securities laws and are therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, including certain executive compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Exchange Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted.

Named Executive Officers

During 2022 and 2023, we did not employ, and, therefore, did not pay any compensation to, any executive officers or any other employees, nor did we maintain any employee benefit plans or arrangements or have otherwise had any obligations under any compensatory programs. Effective upon the completion of our Internalization (as defined and described under the heading “Certain Relationships and Related Party Transactions—Certain Transactions—Internalization” below), however, we began to employ employees, including our executive officers.

Our named executive officers for fiscal year 2024 were as follows:

Summary Compensation Table for Fiscal Year 2024

The following Summary Compensation Table discloses compensation information for fiscal year 2024 with respect to our named executive officers. Certain other information is provided in the narrative sections following the Summary Compensation Table.

Amount in the “Stock Awards” column of the Summary Company Table represents the grant date fair value of the RSU award granted to each named executive officers in connection with our initial public offering in October 2024. The grant date fair value of each RSU award was calculated in accordance with ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the RSU awards, please see Note 10 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Amounts included in the “Stock Awards” column of the Summary Company Table reflect the Company’s accounting expense and do not correspond to the actual value that may be realized by each named executive officer, and there is no assurance that these grant date fair values will ever be realized by the named executive officers. The actual value that may be realized by each of our named executive officers in respect of his RSU award will be determined based on the per-share price of our Common Stock on the applicable date of vesting, which, for each RSU award, will occur in equal annual installments on each of October 4, 2025, 2026, 2027, 2028 and 2029, subject to the named executive officer’s continued service with the Company through the applicable vesting date. The table in this footnote (3) illustrates the realizable value of the first vesting installment of each RSU award eligible to vest on October 4, 2025, as well as the total realizable value of all five vesting installments of each RSU award. In each case, the per-share price assumed for purposes of this illustration equals $12.04, which was the closing price of our Common Stock on April 3, 2025. Additional detail for each named executive officer’s RSU awards is set forth under the heading “Narrative to Disclosure to the Summary Compensation Table—Stock Awards” below.

Narrative Disclosure to the Summary Compensation Table

In connection with our Internalization, each of our named executive officers entered into an employment agreement to serve in their respective positions, effective upon the closing of the Company’s initial public offering on October 3, 2024. The employment agreements set forth the terms of each of these individual’s employment, including their roles and responsibilities, compensation arrangements, severance entitlements and post-employment obligations.

Salary

The salaries paid to our named executive officers are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of our executive compensation program. The annualized salaries paid to our named executive officers in 2024 pursuant to the terms of their respective employment agreements are set forth in the table below:

Under the terms of their respective employment agreements, each named executive officer’s salary will be subject to annual review by the Board (or any authorized committee thereof).

Bonus

Each of our named executive officers is eligible to receive an annual bonus, based on the Board’s (or any authorized committee’s) determination, in its reasonable and good faith discretion, of the achievement of the performance criteria and targets established and administered by the Board (or a committee of directors to whom such responsibility has been delegated by the Board).

Pursuant to the terms of their respective employment agreements, Messrs. Preston and Starr are eligible to receive a target annual bonus equal to 50% of the named executive officer’s base salary and Messrs. Dieffenbacher and Ireland are eligible to receive a target annual bonus equal to 25% of the named executive officer’s base salary. Each named executive officer’s employment agreement further provides that his 2024 annual bonus would not be less than a prorated portion of the named executive officer’s target annual bonus. Despite this, prior to the payment of their bonuses, Messrs. Preston and Starr agreed not to receive their annual bonuses for calendar year 2024.

Stock Awards

In connection with the consummation of our initial public offering, the Board adopted the 2024 Equity Incentive Plan to provide long-term equity-based incentives to our key employees, including our named executive officers, non-employee directors, and consultants, which we believe is a critical element in providing a balanced executive compensation program and aligning the interests of our named executive officers with those of our stockholders.

Our employment agreements with Messrs. Preston, Starr, Dieffenbacher and Ireland provide for the following stock awards under the 2024 Equity Incentive Plan:

The IPO Grants were approved by the Board in connection with our initial public offering and granted effective as of October 4, 2024. The per-share price of our Common Stock upon closing of our initial public offering was $19.00.

Employee Benefit and Retirement Programs

In 2024, the Company paid the full amount of each named executive officer's premiums under our health insurance plan. In addition to our health insurance plan, our named executive officers were eligible to participate in welfare

plans that did not discriminate in scope, terms or operation in favor of our named executive officers. Beginning January 1, 2025, our salaried employees, including our named executive officers, became eligible to participate in a tax-qualified defined contribution retirement plan (a “401(k) plan”). The Company will match 100% of each participant’s contributions to their 401(k) plan account (up to 4% of the participant’s eligible compensation). Participants are 100% vested in their 401(k) plan accounts.

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table shows outstanding equity awards held by our named executive officers as of December 31, 2024.

Additional Narrative Disclosure

The employment agreements with Messrs. Preston, Starr, Dieffenbacher and Ireland provide for payments and benefits to the named executive officers in connection with certain terminations of employment.

In the event of the named executive officer’s termination of employment by the Company without “cause,” by the named executive officer for “good reason” or due to the named executive officer’s death or “disability” (as such terms are defined in the employment agreement) outside of the period beginning three months prior to or and ending 24 months following a change in control of the Company (the “Change in Control Window”) under each named executive officer’s employment agreement, the named executive officer is entitled to receive: (i) accrued benefits, consisting of unpaid base salary and accrued but unused vacation or paid time off through the date of termination, reimbursement for all reasonable out-of-pocket business expenses incurred and paid by the named executive officer through date of termination, and vested benefits under Company benefit plans (collectively, the “Accrued Benefits”); (ii) a lump sum payment equal to (A) in the case of termination by the Company without “cause” or by the named executive officer for “good reason,” two times and (B) in the case of termination due to death or “disability,” one and one-half times the sum of the named executive officer’s base salary and two-year average annual bonus, in the case of Messrs. Preston and Starr, or one times the sum of the named executive officer’s base salary and two-year average annual bonus, in the case of Messrs. Dieffenbacher and Ireland; (iii) any earned but unpaid annual bonus for the prior calendar year; (iv) an amount equal to the named executive officer’s target bonus for the year of termination, prorated through the date of termination; (v) reimbursement for the named executive officer’s health insurance continuation coverage at the active-employee rate for 18 months, in the case of Messrs. Preston and Starr, or 12 months, in the case of Messrs. Dieffenbacher and Ireland; and (vi) full vesting of any outstanding equity awards that are subject solely to time-based vesting conditions (such as the IPO Grants).

In the event of the named executive officer’s termination of employment by the Company without cause or by the named executive officer for good reason during the Change in Control Window, the named executive officer is entitled to receive: (i) the Accrued Benefits; (ii) a lump sum payment equal to three times the sum of the base salary and two-year average annual bonus, in the case of Messrs. Preston and Starr, or two times the sum of the named

executive officer’s base salary and two-year average annual bonus, in the case of Messrs. Dieffenbacher and Ireland; (iii) any earned but unpaid annual bonus for the prior calendar year; (iv) an amount equal to the named executive officer’s target bonus for the year of termination, prorated through the date of termination; (v) payment for the named executive officer’s health insurance continuation coverage at the active-employee rate for 24 months, in the case of Messrs. Preston and Starr, or 18 months, in the case of Messrs. Dieffenbacher and Ireland; and (vi) full vesting of any outstanding equity awards that are subject solely to time-based vesting conditions (such as the IPO Grants). Also, in the event of a change in control of the Company, if any of the payments or benefits provided for under the employment agreement or otherwise payable to the named executive officer would constitute “parachute payments” within the meaning of Section 280G of the U.S Internal Code Revenue Code of 1986, as amended (the “Code”) and would be subject to the related excise tax under Section 4999 of the Code, then the named executive officer will be entitled to receive either the full payment of such payments and benefits or a reduced amount of payments and benefits, where the reduced amount would result in no portion of the payments or benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits being retained by the named executive officer.

In the event of the named executive officer’s employment is terminated by the Company for cause, or the named executive officer voluntarily terminates employment (without good reason), the named executive officer will be entitled to receive the Accrued Benefits.

All the severance payments and benefits are conditioned on the applicable named executive officer executing and not revoking a general release of claims for the benefit of the Company and the named executive officer’s continued compliance with the restrictive covenants set forth in his employment agreement.

Each employment agreement with our named executive officers contains restrictive covenants providing for non-competition, non-solicitation of protected business relationships, non-recruitment of employees and independent contractors, and non-disparagement, in each case, during employment and for 12 months thereafter, and perpetual non-disclosure and non-use of confidential information.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related party transactions are transactions in which we are a participant where the amount involved exceeds $120,000 and a member of our Board of Directors, an executive officer, or a holder of more than 5% of our voting securities (or an immediate family member of any of the foregoing) has a direct or indirect material interest. Our Board of Directors adopted a related party transaction policy (the “Related Party Transaction Policy”) relating to the review, approval, or ratification of related party transactions. Specifically, the Related Party Transaction Policy stipulates that each related party transaction and any material amendment or modification to a related party transaction, be reviewed and approved or ratified by the Audit Committee, and that any employment relationship or transaction involving an executive officer of the Company or any related compensation must be approved by the Compensation Committee of the Board or recommended by the Compensation Committee of the Board to the Board for its approval. Our Board of Directors and responsible committees will consider all relevant facts and circumstances when deliberating such transactions, including whether the terms of the transaction are fair to us.

The following is a summary of certain related party transactions, other than compensation arrangements which are described under the sections of this Proxy Statement entitled “Corporate Governance—Director Compensation” and “Executive Compensation.” The related party transactions listed below were all approved by our Board of Directors.

Certain Transactions

REIT Contribution Transactions

Pursuant to contribution agreements, concurrent with the closing of our initial public offering, each existing contributing investor exchanged its ownership interest in our predecessor (or its ownership interest in a contributing entity) for OP Units or Common Stock (the “REIT Contribution Transactions”). As a result of the REIT Contribution Transactions, the OP acquired 100% ownership of our predecessor. In addition, the OP succeeded to all of the assets and liabilities of the entities the OP acquired. We did not conduct arm’s-length negotiations with the parties involved regarding the terms of the contribution agreements.

Internalization

On July 10, 2024, we entered into the Internalization Agreement with North American Realty Services, LLLP (“NARS”), our predecessor’s external manager, and certain affiliates of NARS, which provides for the internalization of the external management functions previously performed for our predecessor by NARS and its affiliates upon completion of our initial public offering (the “Internalization”). In connection with the Internalization, we (i) acquired certain affiliates of NARS that have directed the performance external advisory and management services for our predecessor and the assets reasonably necessary to operate and manage our business, (ii) onboarded 15 employees of NARS or its affiliates, including our entire senior management team, providing continuity of management, (iii) assumed certain contractual relationships, including the assumption of an office lease and certain operating liabilities, and (iv) terminated the property management arrangement with an affiliate of NARS and otherwise eliminate the obligation to pay other fees to NARS and its affiliates.

In connection with the completion of the Internalization, certain of our executive officers and directors and their affiliates received certain material benefits, including the following:

Issuance of OP Units and Grants of RSUs to our Executive Officers, Non-employee Directors, Employees and NARS Affiliates

The following table below, sets forth (i) the OP Units issued or allocated to certain of our executive officers, non-employee directors, other employees and affiliates of NARS in connection with the Internalization and (ii) one-time grants of RSUs issued in connection with our initial public offering to our executive officers, our non-employee directors, and certain other employees.

Outsourcing Agreement

At the closing of the Internalization, pursuant to an outsourcing agreement with North American Asset Management Corp. (“NAAM”), an affiliate of our predecessor, NAAM will provide us with services limited to (i) property accounting and (ii) human resources support. The outsourcing agreement has a term of three years with automatic one-year renewal options and can be terminated at any time for any reason by either party upon six months’ advance notice and will provide an option for us to directly hire the full-time personnel providing the property accounting services. We will pay NAAM an annual fee equal to the actual allocated costs incurred by NAAM in providing the services under the outsourcing agreement, which fee is estimated to be $0.6 million for the first year of the term, and is subject to a true-up mechanism at the end of each year of the term to reflect the actual costs incurred by NAAM during such year.

AUDIT COMMITTEE REPORT

The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any previous or future filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that the Company incorporates it by specific reference.

Management is responsible for the financial statements, internal controls, and financial reporting process of FrontView REIT, Inc., a Maryland corporation (the "Company"). The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee is governed by a charter, a copy of which is available on our website at www.frontviewreit.com/corporate-governance/. The Audit Committee charter is designed to assist the Audit Committee in complying with applicable provisions of the Exchange Act, which relate to corporate governance and many of which directly or indirectly affect the duties, powers, and responsibilities of the Audit Committee.

Review and Discussions with Management and Independent Registered Public Accounting Firm. In this context, the Audit Committee has met and held discussions with management regarding the Company’s audited financial statements and internal controls. Management represented to the Audit Committee that the Company’s audited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by Auditing Standards No. 1301 Communications with Audit Committees, issues regarding accounting and auditing principles and practices, and the adequacy of internal control over financial reporting that could significantly affect the Company’s financial statements.

The Company’s independent registered public accounting firm also provided to the Audit Committee the written disclosures and letters required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent registered public accounting firm that firm’s independence. The Audit Committee has reviewed the original proposed scope of the annual audit of the Company’s financial statements and the associated fees and any significant variations in the actual scope of the audit and fees.

Conclusion. Based on the review and discussions referred to above, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 20, 2025.

AUDIT COMMITTEE

Ernesto Perez (Chair)

Elizabeth Frank

Daniel Swanstrom

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(PROPOSAL NO. 2)

Our Audit Committee has retained KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Although ratification is not required by our Bylaws, a proposal will be presented at the Annual Meeting to ratify this appointment as a matter of good corporate practice. If the stockholders fail to ratify such selection, another independent registered public accounting firm will be considered by our Audit Committee, but the Audit Committee may nonetheless choose to engage KPMG LLP. Even if the appointment of KPMG LLP is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company. We have been advised that a representative of KPMG LLP will be present at the Annual Meeting and will be available to respond to appropriate questions and, if such person chooses to do so, make a statement.

FEES OF INDEPENDENT ACCOUNTANTS

The following table sets forth the aggregate fees billed to us by KPMG LLP for professional services rendered in 2024 and 2023.

The Audit Committee has adopted a policy for the pre-approval by the chair of the Audit Committee of audit, non-audit and tax services that may be provided by our independent registered public accounting firm. Committee pre-approval is not required for audit, non-audit and tax services customarily included in the performance of independent audit engagements related to the review and issuance of annual financial statements and opinion letters, so long as the services to be performed are included in the applicable engagement letter. All audit and non-audit services performed by KPMG LLP during the fiscal year ended December 31, 2024, were pre-approved in accordance with this policy. These services have included audit services, tax services, and all other services. The Audit Committee did not pre-approve any other products or services that did not fall into categories these categories, and KPMG LLP provided no other products or services during the past two fiscal years.

Required Vote

You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. The ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, requires the affirmative vote of the majority of all of the votes cast on the proposal at a meeting at which a quorum is present. For purposes of the vote on the ratification of KPMG LLP, any shares not voted(whether by abstention, broker non-vote, or

otherwise) will not be counted as votes cast and will have no impact on the result of the vote, although abstentions will count toward the presence of a quorum. We do not expect to have any broker non-votes on this proposal.

The stockholder vote on the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 is not binding on the Company. If the stockholders do not ratify the appointment, the Audit Committee will reconsider the appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025.

PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” THE PROPOSAL UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

Stockholders who intend to present proposals at the annual meeting of stockholders in 2026, other than pursuant to Rule 14a-8, must comply with the information and notice provisions in our current Bylaws, including the information requirements under Rule 14a-19 under the Exchange Act. Under these requirements, written notice must be delivered to the secretary at our principal executive office not later than 5:00 p.m., Eastern Time, on December 18, 2025 and not earlier than November 18, 2025; provided, however, that in connection with the Corporation’s first annual meeting or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made.

Stockholder proposals pursuant to SEC Rule 14a-8 for inclusion in the Company’s Proxy Statement and form of proxy relating to the Company’s annual meeting of stockholders to be held in 2026 must be received by the Company at the principal executive offices of the Company no later than December 18, 2025; provided, however, that in the event that the date of the 2026 annual meeting of stockholders is advanced or delayed by more than 30 days from the first anniversary of the date of the Annual Meeting, the deadline for the delivery of such stockholder proposal will be a reasonable time prior to the date we begin to print and send our proxy materials. Stockholder proposals should be addressed to FrontView REIT, Inc., 3131 McKinney Avenue, Suite L10, Dallas, Texas 75204, Attention: Timothy Dieffenbacher, Chief Financial Officer, Treasurer, and Secretary.

Householding of Proxy Materials

We and some brokers “household” the annual report and proxy materials, delivering a single copy of each to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate copy of the proxy materials, including the annual report, or if you are receiving multiple copies of the proxy materials and wish to receive only one, please notify your broker, if your shares are held in a brokerage account, or us, if you hold registered shares, at which time we will promptly deliver separate copies of the materials to each of the affected stockholders or discontinue the practice, according to your wishes. You can notify us by sending a written request to FrontView REIT, Inc., Attn: Investor Relations, 3131 McKinney Avenue, Suite L10, Dallas, Texas 75204 or by telephone at 214-796-2445.

OTHER MATTERS

We know of no other matters to be submitted to the stockholders at the Annual Meeting. If any other matters properly come before the Annual Meeting, persons named in the proxy intend to vote the shares they represent in accordance with their discretion.

Upon written request by any stockholder entitled to vote at the Annual Meeting, we will promptly furnish, without charge, a copy of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which we filed with the SEC, including the financial statements and schedule. If the person requesting the report was not a stockholder of record as of the close of business on the Record Date, the request must contain a good faith representation that he or she was a beneficial owner of our Common Stock at the close of business on that date. Requests should be addressed to FrontView REIT, Inc., 3131 McKinney Avenue, Suite L10, Dallas, Texas 75204, Attention: Timothy Dieffenbacher, Chief Financial Officer, Treasurer, and Secretary.

YOUR VOTE IS IMPORTANT. WE URGE YOU TO VOTE TODAY BY TELEPHONE, VIA THE INTERNET OR BY MAIL.

Logo FRONTVIEW REIT, INC. 3131 MCKINNEY AVE., SUITE L10 DALLAS, TX 75204 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/FVR2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V73097-P31222 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. FRONTVIEW REIT, INC. The Board of Directors recommends that you vote FOR the following proposals: 1. Election of directors Nominees: For Against Abstain 1a. Stephen Preston 1b. Randall Starr 1c. Elizabeth Frank 1d. Robert Green 1e. Noelle LeVeaux 1f. Ernesto Perez 1g. Daniel Swanstrom For Against Abstain 2. Ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V73098-P31222 FRONTVIEW REIT, INC. ANNUAL MEETING OF STOCKHOLDERS MAY 27, 2025 10:00 AM CDT THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The stockholder(s) hereby appoint(s) Timothy Dieffenbacher, Chief Financial Officer, Treasurer, and Secretary and Stephen Preston, Chairman, Co-CEO, and Co-President, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of FRONTVIEW REIT, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 a.m. CDT, on May 27, 2025, virtually at www.virtualshareholdermeeting.com/FVR2025, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side