STORE CAPITAL LLC 8-K

What Happened
STORE Capital LLC and its bankruptcy‑remote, special‑purpose subsidiaries completed the issuance of $589,000,000 aggregate principal amount of STORE Master Funding Net‑Lease Mortgage Notes, Series 2026‑1 on May 19, 2026. $567.0 million of the notes (the Class A Notes) were sold to qualified institutional investors and $22.0 million (the Class B Notes) were retained by an affiliate of STORE Capital. The financing was issued under a Note Purchase Agreement and a Series 2026‑1 supplement to the Twelfth Amended and Restated Master Indenture, with Citibank, N.A. serving as indenture trustee. STORE Capital will act as property manager and special servicer under a Property Management and Servicing Agreement, with KeyBank National Association as back‑up manager and sub‑manager.

Key Details

• Total issued: $589,000,000 (Class A = $567,000,000; Class B retained = $22,000,000).
• Note classes, initial balances, interest rates, anticipated repayment dates and S&P ratings:
  • Class A‑1: $243,000,000 at 5.22%, anticipated March 2032, AAA(sf)
  • Class A‑2: $243,000,000 at 5.31%, anticipated May 2033, AAA(sf)
  • Class A‑3: $40,500,000 at 5.32%, anticipated March 2032, AA(sf)
  • Class A‑4: $40,500,000 at 5.41%, anticipated May 2033, AA(sf)
  • Class B: $22,000,000 at 6.00%, anticipated May 2033, A(sf)
• Weighted average note rate for Class A Notes: 5.28%; weighted average life: 6.32 years.
• Use of proceeds: net proceeds from Class A Notes to repay existing indebtedness and to fund growth.
• Notes are secured by assets of the Issuers/Co‑Issuers, are not registered under the Securities Act, and are subject to customary events of default and early amortization provisions; Citibank is indenture trustee; STORE Capital manages the collateral with KeyBank as back‑up.

Why It Matters
This transaction provides STORE Capital with $567M of third‑party financing to refinance debt and support growth initiatives while retaining a smaller $22M subordinated interest through an affiliate. The Class A tranches carry high S&P ratings (AAA/AA(sf)), which can lower borrowing costs relative to unsecured debt. Because the notes are issued through bankruptcy‑remote special‑purpose issuers and secured by those issuers’ assets, creditor recourse is limited to the pledged collateral; however, early amortization triggers or defaults could accelerate principal repayment or lead to collateral liquidation. Investors should note this creates a new securitized financing structure and a direct financial obligation for the consolidated entity’s subsidiaries; the company also filed a press release on May 19, 2026 (Exhibit 99.1).