STORE Capital LLC Issues $542M Net‑Lease Mortgage Notes

What Happened

• On September 21, 2026, STORE Capital LLC completed the issuance of $542,000,000 aggregate principal amount of STORE Master Funding Net‑Lease Mortgage Notes, Series 2026‑2, issued by a group of wholly owned, bankruptcy‑remote subsidiary issuers. $525.0 million of Notes (the Class A Notes) were sold to qualified institutional purchasers and $17.0 million (the Class B Notes) were retained by an affiliate of STORE Capital. The Class A Notes have a weighted average note rate of 5.74%, a weighted average all‑in credit spread of 97 basis points, and a weighted average life of 4.92 years.
• The Notes were issued under the Thirteenth Amended and Restated Master Indenture (with Citibank, N.A. as indenture trustee) and a Series 2026‑2 Indenture Supplement. STORE Capital acts as property manager and special servicer under the Twelfth Amended and Restated Property Management and Servicing Agreement, with KeyBank as back‑up manager and sub‑manager.

Key Details

• Total issued: $542,000,000 (Class A $525,000,000 to institutional purchasers; Class B $17,000,000 retained by affiliate).
• Class breakdown, initial balances, rates, anticipated repayment dates and S&P ratings:
  • Class A‑1 (AAA(sf)): $317,000,000 at 5.79%, anticipated repayment June 2032
  • Class A‑1‑P (AAA(sf)): $133,000,000 at 5.56%, anticipated repayment Nov 2029
  • Class A‑2 (AA(sf)): $53,000,000 at 5.89%, anticipated repayment June 2032
  • Class A‑2‑P (AA(sf)): $22,000,000 at 5.71%, anticipated repayment Nov 2029
  • Class B (A(sf)): $17,000,000 at 6.23%, anticipated repayment June 2032
• Use of proceeds: net proceeds from the Class A sale will be used to redeem $279.1 million of previously issued Master Funding notes due in Q4 2026 (prepayable without penalty) and to fund growth.
• Risks and structure: The Notes are secured by the issuers’ assets, were sold in reliance on Securities Act exemptions, are subject to customary events of default and early amortization triggers (including coverage ratio declines and bankruptcy events), and could lead to early amortization or collateral liquidation if triggered.

Why It Matters

• This issuance creates a new secured debt financing for STORE Capital’s master funding vehicles, effectively refinancing $279.1M of near‑term maturing notes and providing additional funding capacity for growth initiatives. The transaction extends weighted maturities (to 2029 and 2032 for most classes) at stated fixed rates and received S&P ratings on the issued classes.
• Retail investors should note that the obligations are secured and held by bankruptcy‑remote subsidiaries, the company retained a small subordinated interest (Class B) that it may sell later, and the indenture contains default and early amortization provisions that could affect cash flow timing or trigger collateral liquidation under specified conditions. A press release about the offering was furnished as Exhibit 99.1 to the 8‑K.