Store Capital 10Q 2024 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No. 001-36739

STORE CAPITAL LLC

(Exact name of registrant as specified in its charter)



Delaware		88-4051712
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8377 East Hartford Drive, Suite 100, Scottsdale, Arizona 85255

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (480) 256-1100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Note: The registrant is a voluntary filer of reports required to be filed by certain companies under Sections 13 or 15(d) of the Securities Exchange Act of 1934.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ☐			Accelerated filer ☐

Non-accelerated filer ☒			Smaller reporting company ☐

			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

As of October 30, 2024, there were 1,125 units of equity outstanding.

TABLE OF CONTENTS


		Page
Part I. - FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Condensed Consolidated Statements of Members’ Equity	6
	Condensed Consolidated Statement of Stockholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
Part II. - OTHER INFORMATION		40
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
Signatures		42

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

STORE Capital LLC

Condensed Consolidated Balance Sheets

(In thousands)


	Successor			Successor
	September 30, 2024			December 31, 2023
	(unaudited)			(audited)
Assets
Investments:
Real estate investments:
Land and improvements	$	3,796,332		$	3,805,685
Buildings and improvements		9,391,057			9,373,309
Intangible lease assets		595,851			615,327
Total real estate investments		13,783,240			13,794,321
Less accumulated depreciation and amortization		(945,468	)		(531,351	)
		12,837,772			13,262,970
Operating ground lease assets		57,548			52,068
Loans and financing receivables, net		1,653,817			1,103,931
Net investments		14,549,137			14,418,969
Cash and cash equivalents		327,051			239,477
Other assets, net		111,949			90,041
Total assets	$	14,988,137		$	14,748,487

Liabilities and equity
Liabilities:
Credit facility	$	375,000		$	375,000
Unsecured notes and term loans payable, net		3,000,400			2,839,708
Non-recourse debt obligations of consolidated special purpose entities, net		2,828,926			2,568,474
Intangible lease liabilities, net		129,376			140,516
Operating lease liabilities		55,174			49,481
Accrued expenses, deferred revenue and other liabilities		198,630			176,110
Total liabilities		6,587,506			6,149,289
Equity:
Members’ equity		8,465,562			8,730,569
Accumulated deficit		(54,928	)		(138,599	)
Accumulated other comprehensive loss		(18,141	)		(816	)
Total members’ equity		8,392,493			8,591,154
Noncontrolling interest		8,138			8,044
Total equity		8,400,631			8,599,198
Total liabilities and equity	$	14,988,137		$	14,748,487

See accompanying notes.

STORE Capital LLC

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)


	Successor											Predecessor
	Three Months Ended September 30,						Nine Months Ended		Period from February 3, 2023 through			Period from January 1, 2023 through
	2024			2023			September 30, 2024		September 30, 2023			February 2, 2023
	(unaudited)			(unaudited)			(unaudited)		(unaudited)			(audited)
Revenues:
Rental revenues	$	247,388		$	236,495		$	742,825	$	626,275		$	75,008
Interest income on loans and financing receivables		33,652			25,079			82,435		55,219			5,326
Other income		6,377			605			16,831		3,071			850
Total revenues		287,417			262,179			842,091		684,565			81,184
Expenses:
Interest		91,732			98,866			270,498		267,771			19,080
Property costs		6,490			6,216			17,385		12,867			1,348
General and administrative		17,288			13,922			50,597		37,145			5,679
Merger-related		—			—			—		—			895
Depreciation and amortization		146,193			145,688			439,300		385,913			27,789
Provisions for impairment		11,370			6,570			28,823		18,926			—
Total expenses		273,073			271,262			806,603		722,622			54,791
Other income (loss):
Gain (loss) on dispositions of real estate		15,346			(2,399	)		50,459		(2,580	)		97
Loss on extinguishment of debt		—			—			—		(42,153	)		—
Income (loss) before income taxes		29,690			(11,482	)		85,947		(82,790	)		26,490
Income tax (benefit) expense		(2,657	)		1,944			1,593		5,901			703
Net income (loss)		32,347			(13,426	)		84,354		(88,691	)		25,787
Less: Net income attributable to noncontrolling interest		221			—			683		—			—
Net income (loss) attributable to controlling interest	$	32,126		$	(13,426	)	$	83,671	$	(88,691	)	$	25,787
Net income per share of common stock
Basic												$	0.09
Diluted												$	0.09
Weighted average common shares outstanding:
Basic													282,238,151
Diluted													282,338,405

See accompanying notes.

STORE Capital LLC

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)


	Successor												Predecessor
	Three Months Ended September 30,						Nine Months Ended			Period from February 3, 2023 through			Period from January 1, 2023 through
	2024			2023			September 30, 2024			September 30, 2023			February 2, 2023
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(audited)
Net income (loss)	$	32,347		$	(13,426	)	$	84,354		$	(88,691	)	$	25,787
Other comprehensive income (loss):
Unrealized (losses) gains on cash flow hedges		(45,691	)		19,924			8,937			52,426			(10,531	)
Cash flow hedge gains reclassified to interest expense		(8,816	)		(5,922	)		(26,262	)		(11,222	)		(894	)
Total other comprehensive (loss) income		(54,507	)		14,002			(17,325	)		41,204			(11,425	)
Total comprehensive (loss) income		(22,160	)		576			67,029			(47,487	)		14,362
Comprehensive income attributable to noncontrolling interest		221			—			683			—			—
Comprehensive (loss) income attributable to controlling interest	$	(22,381	)	$	576		$	66,346		$	(47,487	)	$	14,362

See accompanying notes.

STORE Capital LLC

Condensed Consolidated Statements of Members’ Equity

(unaudited)

(In thousands, except unit data)


	Successor
											Accumulated
											Other			Total			Non-
	Members’ Units				Members’ Equity						Comprehensive			Members’			controlling			Total
	Common		Preferred		Common			Preferred			Income (Loss)			Equity			Interest			Equity
Three Months Ended September 30, 2024
Balance at June 30, 2024		1,000		125	$	8,565,383		$	125		$	36,366		$	8,601,874		$	8,148		$	8,610,022
Members’ contributions		—		—		—			—			—			—			—			—
Members’ distributions		—		—		(187,000	)		—			—			(187,000	)		—			(187,000	)
Net income		—		—		32,126			—			—			32,126			221			32,347
Other comprehensive loss		—		—		—			—			(54,507	)		(54,507	)		—			(54,507	)
Distributions to non-controlling interest		—		—		—			—			—			—			(231	)		(231	)
Balance at September 30, 2024		1,000		125	$	8,410,509		$	125		$	(18,141	)	$	8,392,493		$	8,138		$	8,400,631

Nine Months Ended September 30, 2024
Balance at December 31, 2023		1,000		125	$	8,591,845		$	125		$	(816	)	$	8,591,154		$	8,044		$	8,599,198
Members’ contributions		—		—		285,000			—			—			285,000			—			285,000
Members’ distributions		—		—		(550,000	)		(7	)		—			(550,007	)		—			(550,007	)
Net income		—		—		83,664			7			—			83,671			683			84,354
Other comprehensive loss		—		—		—			—			(17,325	)		(17,325	)		—			(17,325	)
Distributions to non-controlling interest		—		—		—			—			—			—			(589	)		(589	)
Balance at September 30, 2024		1,000		125	$	8,410,509		$	125		$	(18,141	)	$	8,392,493		$	8,138		$	8,400,631





	Successor
											Accumulated
											Other			Total			Non-
	Members’ Units				Members’ Equity						Comprehensive			Members’			controlling			Total
	Common		Preferred		Common			Preferred			Income			Equity			Interest			Equity
Three Months Ended September 30, 2023
Balance at June 30, 2023		1,000		125	$	8,275,187		$	125		$	27,202		$	8,302,514		$	—		$	8,302,514
Members’ contributions		—		—		200,000			—			—			200,000			—			200,000
Members’ distributions		—		—		(150,000	)		—			—			(150,000	)		—			(150,000	)
Net loss		—		—		(13,426	)		—			—			(13,426	)		—			(13,426	)
Other comprehensive income		—		—		—			—			14,002			14,002			—			14,002
Balance at September 30, 2023		1,000		125	$	8,311,761		$	125		$	41,204		$	8,353,090		$	—		$	8,353,090

Period from February 3, 2023 through September 30, 2023
Balance at February 3, 2023		—		—	$	—		$	—		$	—		$	—		$	—		$	—
Members’ contributions		1,000		125		8,751,845			125			—			8,751,970			—			8,751,970
Members’ distributions		—		—		(340,000	)		(8	)		—			(340,008	)		—			(340,008	)
Net loss		—		—		(88,699	)		8			—			(88,691	)		—			(88,691	)
Other comprehensive income		—		—		—			—			41,204			41,204			—			41,204
Non-cash distribution to members		—		—		(11,385	)		—			—			(11,385	)		—			(11,385	)
Balance at September 30, 2023		1,000		125	$	8,311,761		$	125		$	41,204		$	8,353,090		$	—		$	8,353,090

See accompanying notes.

STORE Capital LLC

Condensed Consolidated Statement of Stockholders’ Equity

(audited)

(In thousands, except share data)


	Predecessor
							Distributions			Accumulated
					Capital in		in Excess of			Other			Total
	Common Stock				Excess of		Retained			Comprehensive			Stockholders’
	Shares		Par Value		Par Value		Earnings			Income (Loss)			Equity
Period from January 1, 2023 through February 2, 2023
Balance at December 31, 2022		282,684,998	$	2,827	$	6,003,331	$	(609,361	)	$	29,521		$	5,426,318
Net income		—		—		—		25,787			—			25,787
Other comprehensive loss		—		—		—		—			(11,425	)		(11,425	)
Common stock issuance costs		—		—		—		—			—			—
Equity-based compensation		—		—		975		—			—			975
Shares repurchased under stock compensation plan		—		—		—		—			—			—
Common dividends declared		—		—		—		—			—			—
Balance at February 2, 2023		282,684,998	$	2,827	$	6,004,306	$	(583,574	)	$	18,096		$	5,441,655

See accompanying notes.

STORE Capital LLC

Condensed Consolidated Statements of Cash Flows

(In thousands)


	Successor						Predecessor
	Nine Months Ended September 30, 2024			Period from February 3, 2023 through September 30, 2023			Period from January 1, 2023 through February 2, 2023
	(unaudited)			(unaudited)			(audited)
Operating activities
Net income (loss)	$	84,354		$	(88,691	)	$	25,787
Adjustments to net income (loss):
Depreciation and amortization		439,300			385,913			27,789
Amortization of debt discounts, deferred financing costs and other noncash interest expense		58,720			61,951			715
Amortization of equity-based compensation		—			—			975
Provisions for impairment		28,823			18,926			—
Net (gain) loss on dispositions of real estate		(50,459	)		2,580			(97	)
Loss on extinguishment of debt		—			42,153			—
Noncash revenue and other		(21,374	)		(9,002	)		(77	)
Changes in operating assets and liabilities:
Other assets		(525	)		(5,290	)		(2,876	)
Accrued expenses, deferred revenue and other liabilities		2,729			5,413			7,164
Net cash provided by operating activities		541,568			413,953			59,380
Investing activities
Acquisition of and additions to real estate		(473,538	)		(425,251	)		(48,063	)
Investment in loans and financing receivables		(371,875	)		(198,341	)		(82,112	)
Collections of principal on loans and financing receivables		1,597			71,850			468
Proceeds from dispositions of real estate		306,397			21,155			682
Acquisition of STORE Capital Corporation		—			(10,547,219	)		—
Net cash used in investing activities		(537,419	)		(11,077,806	)		(129,025	)
Financing activities
Borrowings under credit facility		—			873,500			70,000
Repayments under credit facility		—			(548,500	)		(25,000	)
Borrowings under unsecured notes and term loans payable		135,000			800,000			40,000
Repayments under unsecured notes and term loans payable		—			(185,600	)		—
Borrowings under secured term loan facility		—			1,957,750			—
Repayments under secured term loan facility		—			(1,040,000	)		—
Borrowings under non-recourse debt obligations of consolidated special purpose entities		449,936			527,925			—
Repayments under non-recourse debt obligations of consolidated special purpose entities		(213,489	)		(29,303	)		(15,906	)
Financing costs and prepayment penalties paid		(4,423	)		(43,657	)		(1,106	)
Members’ contributions		285,000			8,751,970			—
Members’ distributions		(550,007	)		(340,008	)		—
Distributions to non-controlling interest		(589	)		—			—
Net cash provided by financing activities		101,428			10,724,077			67,988
Net change in cash, cash equivalents and restricted cash		105,577			60,224			(1,657	)
Cash, cash equivalents and restricted cash, beginning of period		250,227			—			39,804
Cash, cash equivalents and restricted cash, end of period	$	355,804		$	60,224		$	38,147

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	327,051		$	51,265		$	33,096
Restricted cash included in other assets		28,753			8,959			5,051
Total cash, cash equivalents and restricted cash	$	355,804		$	60,224		$	38,147

Supplemental disclosure of noncash investing and financing activities:
Accrued tenant improvements included in real estate, loans and financing receivable investments	$	20,232		$	31,597		$	—
Tenant funded improvements to real estate investments		13,167			—			—
Accrued financing costs		—			61			—
Noncash distribution to members		—			11,385			—
Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of amounts capitalized	$	212,245		$	209,991		$	11,488
Cash paid during the period for income and franchise taxes		7,411			10,705			20

See accompanying notes.

STORE Capital LLC

Notes to Condensed Consolidated Financial Statements

September 30, 2024

1. Organization

STORE Capital Corporation was incorporated under the laws of Maryland on May 17, 2011 to acquire single‑tenant operational real estate to be leased on a long‑term, net basis to companies that operate across a wide variety of industries within the service, service-oriented retail and manufacturing sectors of the United States economy. From time to time, it also provided mortgage financing to its customers.

On November 21, 2014, the Company completed the initial public offering of its common stock. The shares traded on the New York Stock Exchange from November 18, 2014 through the Closing Date, as defined below, under the ticker symbol “STOR”.

On September 15, 2022, STORE Capital Corporation, Ivory Parent, LLC, a Delaware limited liability company (“Parent”) and Ivory REIT, LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Parent Parties are affiliates of GIC, a global institutional investor, and funds managed by Blue Owl Capital. On February 3, 2023 (the “Closing Date”), pursuant to the terms and subject to the conditions set forth in the Merger Agreement, STORE Capital Corporation merged with and into Merger Sub (the “Merger”) with Merger Sub surviving (the “Surviving Entity”) and the separate existence of STORE Capital Corporation ceased. Immediately following the completion of the Merger, the Surviving Entity changed its name to STORE Capital LLC. References herein to “we,” “us,” “our,” the “Company,” or “STORE Capital” are references to STORE Capital Corporation prior to the Merger and to STORE Capital LLC upon and following the Merger. As of the Closing Date of the Merger, the common equity of the Company is no longer publicly traded.

STORE Capital Corporation elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes beginning with its initial taxable year ended December 31, 2011. STORE Capital LLC has made an election to qualify, and believes it is operating in a manner to continue to qualify, as a REIT for federal income tax purposes beginning with its initial taxable year ended December 31, 2022. As a REIT, the Company will generally not be subject to federal income taxes to the extent that it distributes all of its taxable income to its members and meets other specific requirements.

2. Summary of Significant Accounting Principles

Basis of Accounting and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of interim periods are not necessarily indicative of the results for the entire year. Certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted from these statements and, accordingly, these statements should be read in conjunction with the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

These condensed consolidated statements include the accounts of STORE Capital Corporation and its wholly-owned subsidiaries and special purpose entities that it controlled through its voting interest for the periods prior to the Merger. For the periods after the Merger, these condensed consolidated statements include the accounts of STORE Capital LLC, its wholly-owned subsidiaries, and special purpose entities and variable interest entities (“VIEs”) that it controls through its voting interest and other means. One of the Company’s wholly owned subsidiaries, STORE Capital Advisors, LLC, provides all the general and administrative services for the day‑to‑day operations of the consolidated group, including property acquisition and lease origination, real estate portfolio management and marketing, accounting and treasury services. The remaining subsidiaries were formed to acquire and hold real estate investments or to facilitate non‑recourse secured borrowing activities. Generally, the initial operations of the real estate subsidiaries are funded by an interest‑bearing intercompany loan from STORE Capital, and such intercompany loan is repaid when the subsidiary issues long‑term debt secured by its properties. All intercompany account balances and transactions have been eliminated in consolidation.

Certain of the Company’s consolidated subsidiaries are special purpose entities or VIEs. Each special purpose entity or VIE is a separate legal entity and is the sole owner of its assets and liabilities. The assets of the special purpose entities or VIEs may only be used to settle the liabilities of such entity and are not available to pay or otherwise satisfy obligations to the creditors of any owner or affiliate of the applicable special purpose entity or VIE. At September 30, 2024 and December 31, 2023, these special purpose entities held assets totaling $13.0 billion and $12.9 billion, respectively, and had third-party liabilities totaling $3.1 billion and $2.8 billion, respectively. At September 30, 2024 and December 31, 2023, these VIEs held assets totaling $268.6 million and $267.9 million, respectively, and had third-party liabilities totaling $1.3 million and $3.1 million, respectively. These assets and liabilities are included in the accompanying condensed consolidated balance sheets.

The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either: (i) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support, (ii) substantially all of an entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of an entity, or (c) the right to receive the expected residual returns of an entity.

The designation of an entity as a VIE is reassessed upon certain events, including, but not limited to: (i) a change to the contractual arrangements of the entity or in the ability of a party to exercise its participation or kick-out rights, (ii) a change to the capitalization structure of the entity, or (iii) acquisitions or sales of interests that constitute a change in control.

A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, which activities most significantly impact the entity’s economic performance and the ability to direct those activities, the variable interest holder’s form of ownership interest, the variable interest holder’s representation on the VIE’s governing body, the size and seniority of the variable interest holder’s investment, the variable interest holder’s ability and the rights of other investors to participate in policy making decisions, the variable interest holder’s ability to manage its ownership interest relative to the other interest holders, and the variable interest holder’s ability to replace the VIE manager and/or liquidate the entity.

For its investments in entities that are not considered to be VIEs, the Company evaluates the type of ownership rights held by each party with an interest in the entity to determine if the Company holds a controlling financial interest. The assessment of whether the Company holds a controlling financial interest is made at inception of the entity and continually reassessed.

Consolidated VIE

The Company holds a 95% ownership interest in and is the managing member of a joint venture entity formed in December 2023 that owns and leases real estate to lessees that are affiliates of the noncontrolling interest holder. The Company also provided a $105.2 million loan to the joint venture. The Company classifies the joint venture as a VIE, as the equity holders do not have the obligation to absorb all future losses of the joint venture due to a provision that protects the equity holders from certain losses if an event of default occurs under the leases. The Company consolidates the joint venture as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the joint venture primarily consist of leased properties (net lease real estate accounted for as financing arrangements) and cash; its obligations primarily consist of debt service payments to the Company, which are eliminated in consolidation.

Accounting for the Merger

The Merger was accounted for using the asset acquisition method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC Topic 805”), which requires that the cost of an acquisition be allocated on a relative fair value basis to the assets purchased and the liabilities assumed. Direct transaction costs incurred by STORE Capital LLC as the acquirer and amounts transferred to reimburse STORE Capital Corporation for costs incurred as the acquiree to sell the business are included in the consideration transferred and capitalized as a component of the cost of the assets acquired. An assembled workforce intangible asset is recorded at the acquisition date if it is part of the asset group acquired. Goodwill is not recognized in an asset acquisition and consideration transferred in excess over the fair value of the net assets acquired, if any, is allocated on a relative fair value basis to the identifiable assets and liabilities. See Note 10 of the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

As noted above, the condensed consolidated financial statements of STORE Capital LLC reflect the recording of assets and liabilities at fair value as of the date of the Merger. The Merger resulted in the termination of the prior reporting entity and a corresponding creation of a new reporting entity. Accordingly, the Company’s condensed consolidated financial statements and transactional records prior to the Closing Date, or February 3, 2023, reflect the historical accounting basis of assets and liabilities and are labeled “Predecessor” while such records subsequent to the Closing Date reflect the fair value of assets acquired and liabilities assumed in the Company’s condensed consolidated financial statements and are labeled “Successor”. This change in reporting entity is represented in the condensed consolidated financial statements by a black line that appears between “Predecessor” and “Successor” on the statements and in the relevant notes. The black line signifies that the amounts shown for the periods prior to and subsequent to the Merger are not comparable.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates.

Segment Reporting

The FASB’s ASC Topic 280, Segment Reporting, established standards for the manner in which enterprises report information about operating segments. The Company views its operations as one reportable segment.

Investment Portfolio

STORE Capital invests in real estate assets through three primary transaction types as summarized below. At the beginning of 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASC Topic 842”) which had an impact on certain accounting related to the Company’s investment portfolio.

•

Real Estate Investments – investments are generally made in one of two ways, either through sale-leaseback transactions in which the Company acquires the real estate from the owner-operators and then leases the real estate back to them, or through acquisitions from third-party sellers in connection with which a new lease is entered into with the tenant. Both approaches result in long-term leases which are generally classified as operating leases and, in both cases, the operators become the Company’s long‑term tenants (its customers). In certain instances, the terms of the lease result in classification as a finance lease instead of an operating lease. Furthermore, certain of the lease contracts that are specifically associated with a sale-leaseback transaction may contain terms, such as a tenant purchase option, which results in the transaction being accounted for as a financing arrangement, due to the Company’s adoption of ASC Topic 842, rather than as an investment in real estate subject to an operating or finance lease.

•

Mortgage Loans Receivable – investments are made by issuing mortgage loans to the owner-operators of the real estate that serves as the collateral for the loans and the operators become long-term borrowers and customers of the Company. On occasion, the Company may also make other types of loans to its customers, such as equipment loans.

•

Hybrid Real Estate Investments – investments are made through modified sale-leaseback transactions, where the Company acquires land from the owner-operators, leases the land back through long-term leases and simultaneously issues mortgage loans to the operators secured by the buildings and improvements on the land. Subsequent to the adoption of ASC Topic 842, new or modified hybrid real estate investment transactions are generally accounted for as operating leases of the land and mortgage loans on the buildings and improvements.

Accounting for Real Estate Investments

Classification and Cost

STORE Capital records the acquisition of real estate properties at cost, including acquisition and closing costs. The Company allocates the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values. Intangible assets and liabilities acquired may include the value of existing in-place leases, above-market or below-market lease value of in-place leases and ground lease-related intangibles, as applicable. Management uses multiple sources to estimate fair value, including independent appraisals and information obtained about each property as a result of its pre‑acquisition due diligence and its marketing and leasing activities. Certain of the Company’s lease contracts allow its tenants the option, at their election, to purchase the leased property from the Company at a specified time or times (generally at the greater of the then-fair market value or the Company’s cost, as defined in the lease contracts). Subsequent to the adoption of ASC Topic 842, for real estate assets acquired

through a sale-leaseback transaction and subject to a lease contract that contains a purchase option, the Company accounts for such an acquisition as a financing arrangement and records the investment in loans and financing receivables on the condensed consolidated balance sheets; should the purchase option later expire or be removed from the lease contract, the Company would derecognize the asset accounted for as a financing arrangement and recognize the transferred leased asset in real estate investments.

In‑place lease intangibles are valued based on management’s estimates of lost rent and carrying costs during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases. In estimating lost rent and carrying costs, management considers market rents, real estate taxes, insurance, costs to execute similar leases (including leasing commissions) and other related costs. The value assigned to in‑place leases is amortized on a straight‑line basis as a component of depreciation and amortization expense typically over the remaining term of the related leases.

The fair value of any above‑market or below‑market lease is estimated based on the present value of the difference between the contractual amounts to be paid pursuant to the in‑place lease and management’s estimate of current market lease rates for the property, measured over a period equal to the remaining term of the lease. Capitalized above‑market lease intangibles are amortized over the remaining term of the respective leases as a decrease to rental revenue. Below‑market lease intangibles are amortized as an increase in rental revenue over the remaining term of the respective leases plus the contractual renewal periods on those leases, if any. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized in operations.

The Company’s real estate portfolio is depreciated using the straight‑line method over the estimated remaining useful life of the properties, which generally ranges from 20 to 40 years for buildings and is generally 10 to 15 years for land improvements. Properties classified as held for sale are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Any properties classified as held for sale are not depreciated.

Revenue Recognition

STORE Capital leases real estate to its tenants under long‑term net leases that are predominantly classified as operating leases. The Company’s leases generally provide for rent escalations throughout the lease terms. For leases that provide for specific contractual escalations, rental revenue is recognized on a straight‑line basis so as to produce a constant periodic rent over the term of the lease. Accordingly, straight-line operating lease receivables, calculated as the aggregate difference between the rental revenue recognized on a straight‑line basis and scheduled rents, represent unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the leases; these receivables are included in other assets, net on the condensed consolidated balance sheets. The Company reviews its straight-line operating lease receivables for collectibility on a contract by contract basis and any amounts not considered substantially collectible are written off against rental revenues. As of September 30, 2024 and December 31, 2023, the Company had $32.5 million and $13.3 million, respectively, of straight-line operating lease receivables. Leases that have contingent rent escalators indexed to future increases in the Consumer Price Index (“CPI”) may adjust over a one-year period or over multiple‑year periods. Often, these escalators increase rent at (a) 1 to 1.25 times the increase in the CPI over a specified period or (b) a fixed percentage. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, increases in rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have actually occurred.

In addition to base rental revenue, certain leases also have contingent rentals that are based on a percentage of the tenant’s gross sales; the Company recognizes contingent rental revenue when the threshold upon which the contingent lease payment is based is achieved. Approximately 3.1% of the Company’s investment portfolio is subject to leases that provide for contingent rent based on a percentage of the tenant’s gross sales; historically, contingent rent recognized has been less than 2.0% of rental revenues.

The Company reviews its operating lease receivables for collectibility on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. In the event that the collectibility of lease payments with respect to any tenant is not probable, a direct write‑off of the receivable is made and any future rental revenue is recognized only when the tenant makes a rental payment or when collectibility is again deemed probable.

Direct costs incremental to successful lease origination, offset by any lease origination fees received, are deferred and amortized over the related lease term as an adjustment to rental revenue. The Company periodically commits to fund the construction of new properties for its customers; rental revenue collected during the construction period is deferred and amortized over the remaining lease term when the construction project is complete. Substantially all of the Company’s leases are triple net, which means that the lessees are directly responsible for the payment of all property operating expenses, including property taxes, maintenance and insurance. For a few lease contracts, the Company collects property taxes from its customers and remits those taxes to governmental authorities.

Subsequent to the adoption of ASC Topic 842, these property tax payments are presented on a gross basis as part of both rental revenues and property costs in the condensed consolidated statements of operations.

Impairment

STORE Capital reviews its real estate investments and related lease intangibles periodically for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations. Such events or changes in circumstances may include an expectation to sell certain assets in accordance with the Company’s long-term strategic plans. Management considers factors such as expected future undiscounted cash flows, capitalization and discount rates, terminal value, tenant improvements, market trends (such as the effects of leasing demand and competition) and other factors including bona fide purchase offers received from third parties in making this assessment. These factors are classified as Level 3 inputs within the fair value hierarchy, discussed in Fair Value Measurement below. If an asset is determined to be impaired, the impairment is calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Estimating future cash flows is highly subjective and such estimates could differ materially from actual results.

During the three and nine months ended September 30, 2024 the Company recognized an aggregate provision for the impairment of real estate of $8.7 million and $22.8 million, respectively. For the assets impaired in 2024, the estimated aggregate fair value of the impaired real estate assets at the time of impairment aggregated $77.9 million. For the three months ended September 30, 2023 and for the period from February 3, 2023 through September 30, 2023, the Company recognized an aggregate provision for the impairment of real estate of $5.5 million and $12.1 million, respectively. No impairment of real estate was recognized during the period from January 1, 2023 through February 2, 2023.

Accounting for Loans and Financing Receivables

Loans Receivable – Classification, Cost and Revenue Recognition

STORE Capital holds its loans receivable, which are primarily mortgage loans secured by real estate, for long‑term investment. Loans receivable are carried at amortized cost, including related unamortized discounts or premiums, if any.

The Company recognizes interest income on loans receivable using the effective‑interest method applied on a loan‑by‑loan basis. Direct costs associated with originating loans are offset against any related fees received and the balance, along with any premium or discount, is deferred and amortized as an adjustment to interest income over the term of the related loan receivable using the effective-interest method. A loan receivable is placed on nonaccrual status when the loan has become more than 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on nonaccrual status, interest income is recognized only when received. As of September 30, 2024 and December 31, 2023, the Company had loans receivable with an aggregate outstanding principal balance of $65.7 million and $54.8 million, respectively, on nonaccrual status.

Sales-Type Receivables – Classification, Cost and Revenue Recognition

Sales-type receivables are recorded at their net investment, determined as the present value of both the aggregate minimum lease payments and the estimated residual value of the leased property.

Impairment and Provision for Credit Losses

The Company accounts for provision of credit losses in accordance with ASU 2016-13, Financial Instruments — Credit Losses (“Topic 326”): Measurement of Credit Losses on Financial Instruments (“ASC Topic 326”). In accordance with ASC Topic 326, the Company evaluates the collectibility of its loans and financing receivables at the time each financing receivable is issued and subsequently on a quarterly basis utilizing an expected credit loss model based on credit quality indicators. The primary credit quality indicator is the implied credit rating associated with each borrower, utilizing two categories, investment grade and non-investment grade. The Company computes implied credit ratings based on regularly received borrower financial statements using Moody’s Analytics RiskCalc. The Company considers the implied credit ratings, loan and financing receivable term to maturity and underlying collateral value and quality, if any, to calculate the expected credit loss over the remaining life of the receivable. Loans are written off against the allowance for credit loss when all or a portion of the principal amount is determined to be uncollectible. During the three and nine months ended September 30, 2024 the Company recognized an estimated $2.7 million and $6.0 million, respectively, provision for credit losses related to its loans and financing receivables; the provision for credit losses is included in provisions for impairment on the condensed consolidated statements of operations. For the three months ended September 30, 2023 and for the period from February 3, 2023 through September 30, 2023, the Company recognized an estimated $1.1 million and $6.8 million, respectively, of provisions for credit losses. For the period from January 1, 2023 through February 2, 2023, no provisions for credit

losses were recognized. For the three and nine months ended September 30, 2024, the three months ended September 30, 2023, the period from February 3, 2023 through September 30, 2023 and the period from January 1, 2023 through February 2, 2023 the Company did not write off any credit losses associated with loans receivable.

Accounting for Operating Ground Lease Assets

As part of certain real estate investment transactions, the Company may enter into long-term operating ground leases as a lessee. The Company is required to recognize an operating ground lease (or right-of-use) asset and related operating lease liability for each of these operating ground leases. Operating ground lease assets and operating lease liabilities are recognized based on the present value of the lease payments. The Company uses its estimated incremental borrowing rate, which is the estimated rate at which the Company could borrow on a collateralized basis with similar payments over a similar term, in determining the present value of the lease payments.

Many of these operating lease contracts include options for the Company to extend the lease; the option periods are included in the minimum lease term if it is reasonably likely the Company will exercise the option(s). Rental expense for the operating ground lease contracts is recognized in property costs on a straight-line basis over the lease term. Some of the contracts have contingent rent escalators indexed to future increases in the CPI and a few contracts have contingent rentals that are based on a percentage of the gross sales of the property; these payments are recognized in expense as incurred. The payment obligations under these contracts are typically the responsibility of the tenants operating on the properties, in accordance with the Company’s leases with the respective tenants. As a result, the Company also recognizes sublease rental revenue on a straight-line basis over the term of the Company’s sublease with the tenant; the sublease income is included in rental revenues.

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money‑market funds of major financial institutions, consisting predominantly of U.S. Government obligations.

Restricted Cash

Restricted cash may include reserve account deposits held by lenders, including deposits required to be used for future investment in real estate assets, escrow deposits and cash proceeds from the sale of assets held by a qualified intermediary to facilitate tax-deferred exchange transactions under Section 1031 of the Internal Revenue Code. The Company had $28.8 million and $10.8 million of restricted cash at September 30, 2024 and December 31, 2023, respectively, which are included in other assets, net, on the condensed consolidated balance sheets.

Deferred Financing and Other Debt Costs

Financing costs related to the issuance of the Company’s long-term debt are deferred and amortized as an increase to interest expense over the term of the related debt instrument using the effective-interest method and are reported as a reduction of the related debt balance on the condensed consolidated balance sheets. Costs paid to a lender as part of a debt issuance are recorded as a debt discount and amortized as an increase to interest expense over the term of the related debt instrument using the effective-interest method and are reported as a reduction of the related debt balance on the condensed consolidated balance sheets. Financing costs related to the establishment of the Company's credit facility are deferred and amortized to interest expense over the term of the credit facility and are included in other assets, net, on the condensed consolidated balance sheets.

Derivative Instruments and Hedging Activities

The Company may enter into derivative contracts as part of its overall financing strategy to manage the Company’s exposure to changes in interest rates associated with current and/or future debt issuances. The Company does not use derivatives for trading or speculative purposes. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company enters into derivative financial instruments only with counterparties with high credit ratings and with major financial institutions with which the Company may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

The Company records its derivatives on the balance sheet at fair value. All derivatives subject to a master netting arrangement in accordance with the associated master International Swap and Derivatives Association agreement have been presented on a net basis by counterparty portfolio for purposes of balance sheet presentation and related disclosures. The accounting for changes in the fair

value of derivatives depends on the intended use of the derivative, whether the Company has elected to apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the earnings effect of the hedged forecasted transactions in a cash flow hedge. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss). Amounts reported in accumulated other comprehensive income (loss) related to cash flow hedges are reclassified to operations as an adjustment to interest expense as interest payments are made on the hedged debt transaction.

As of September 30, 2024, the Company had 21 interest rate swap agreements in place. Eleven of the interest rate swap agreements have an aggregate notional value of $921.1 million, with ten maturing in May 2027 and one maturing in May 2029, and are designated cash flow hedges of the Company’s $921.1 million variable-rate bank unsecured term loan which matures in April 2027 (Note 4). Three interest rate swap agreements with an aggregate notional value of $375.0 million and maturing in February 2027 are designated cash flow hedges of the Company’s variable-rate unsecured revolving credit facility which matures in February 2027 (Note 4). Seven of the interest rate swap agreements with an aggregate notional value of $727.5 million, two with maturities in February 2027, and five with maturities in July 2028, are designated cash flow hedges of the Company’s $727.5 million floating-rate bank incremental unsecured term loan which matures in July 2026 (Note 4).

Fair Value Measurement

The Company estimates the fair value of financial and non-financial assets and liabilities based on the framework established in fair value accounting guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The hierarchy described below prioritizes inputs to the valuation techniques used in measuring the fair value of assets and liabilities. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs to be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

•

Level 1—Quoted market prices in active markets for identical assets and liabilities that the Company has the ability to access.

•

Level 2—Significant inputs that are observable, either directly or indirectly. These types of inputs would include quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets in inactive markets and market‑corroborated inputs.

•

Level 3—Inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. These types of inputs include the Company’s own assumptions.

Income Taxes

As a REIT, the Company generally will not be subject to federal income tax. It is still subject, however, to state and local income taxes and to federal income and excise tax on its undistributed income. STORE Investment Corporation is the Company’s wholly owned taxable REIT subsidiary (“TRS”) created to engage in non-qualifying REIT activities. The TRS is subject to federal, state and local income taxes.

Following the Merger, the Company’s new ownership structure and status as a privately held REIT caused multiple state income tax jurisdictions to view the Company as a captive REIT. Within the jurisdictions where the Company is treated as a captive REIT, the dividends paid deduction may be disallowed, resulting in state income tax liabilities to which the Company was not previously subject when it was publicly traded.

Based on the projected increase in income tax liabilities related to STORE Capital's new status as a captive REIT in multiple state tax jurisdictions, the Company, in addition to its existing obligation to compute current income tax expense, is now in a position where it needs to calculate deferred income taxes attributable to its temporary differences. While current income taxes are based upon the current period's income taxable for state tax reporting purposes, deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income, and net operating loss (“NOL”) carryforwards.

As required by ASC Topic 740, Income Taxes, management of the Company has evaluated the evidence bearing upon the realizability of its deferred tax assets, which is ultimately dependent upon the sources of future taxable income during the periods

temporary differences become deductible. Based on the weight of available evidence, both positive and negative, management has determined that it is "more-likely-than-not" that the Company will not realize the benefits of its deferred tax assets.

The Company recorded income tax benefit of $2.7 million and income tax expense of $1.6 million for the three and nine months ended September 30, 2024, respectively, and income tax expense of $1.9 million, $5.9 million, and $0.7 million for the three months ended September 30, 2023, the period from February 3, 2023 through September 30, 2023 and the period from January 1, 2023 through February 2, 2023, respectively.

Certain state tax returns filed for 2020 and federal and state tax returns filed for 2021 through 2023 are subject to examination by these jurisdictions. As of September 30, 2024, management concluded that there is no tax liability relating to uncertain income tax positions. The Company’s policy is to recognize interest related to any underpayment of income taxes as interest expense and to recognize any penalties as general and administrative expense. There was no accrual for interest or penalties at September 30, 2024 or December 31, 2023.

Related Party Transactions

The Company has a service contract with PCSD Ivory Private Limited, an entity affiliated with GIC, the Company’s majority member, under which it has agreed to perform certain loan servicing and other administrative services on behalf of PCSD Ivory Private Limited in exchange for a servicing fee. During the three and nine months ended September 30, 2024, the Company collected $0.2 million and $0.6 million of fee income, respectively, which is recorded in other income on the condensed consolidated statements of operations. No such amounts were recorded for the period from February 3, 2023 through September 30, 2023 or the period from January 1, 2023 through February 2, 2023.

Net Income Per Common Share

Net income per common share has been computed for STORE Capital Corporation pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted common shares, which contain rights to receive non‑forfeitable dividends, as participating securities requiring the two‑class method of computing net income per common share. The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income per common share (dollars in thousands):


	Predecessor
	Period from January 1, 2023 through February 2, 2023
Numerator:
Net income	$	25,787
Less: Earnings attributable to unvested restricted shares		(41	)
Net income used in basic and diluted income per share	$	25,746
Denominator:
Weighted average common shares outstanding		282,684,998
Less: Weighted average number of shares of unvested restricted stock		(446,847	)
Weighted average shares outstanding used in basic income per share		282,238,151
Effects of dilutive securities:
Add: Treasury stock method impact of potentially dilutive securities (a)		100,254
Weighted average shares outstanding used in diluted income per share		282,338,405

(a)

For the period from January 1, 2023 to February 2, 2023, excludes 197,026 shares related to unvested restricted shares as the effect would have been antidilutive.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or the SEC. The Company adopts the new pronouncements as of the specified effective date. When permitted, the Company may elect to early adopt the new pronouncements. Unless otherwise discussed, these new accounting pronouncements include technical corrections to existing guidance or introduce new guidance related to specialized industries or entities and, therefore, will have minimal, if any, impact on the Company’s financial position, results of operations or cash flows upon adoption.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. While STORE only has one reportable segment, the Company is currently evaluating the potential impact the adoption of ASU 2023-07 will have on its future disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the potential impact the adoption of ASU 2023-09 will have on the consolidated financial statements or notes to the consolidated financial statements.

3. Investments

At September 30, 2024, STORE Capital had investments in 3,245 property locations representing 3,206 owned properties (of which 178 are accounted for as financing arrangements and 84 are accounted for as sales-type receivables), 25 properties where all the related land is subject to an operating ground lease and 14 properties which secure mortgage loans. The gross investment portfolio totaled $15.4 billion at September 30, 2024 and consisted of the gross acquisition cost of the real estate investments totaling $13.6 billion including an offset by intangible lease liabilities totaling $143.8 million, loans and financing receivables with an aggregate carrying amount of $1.7 billion and operating ground lease assets totaling $57.5 million. As of September 30, 2024, approximately 34% of these investments are assets of consolidated special purpose entity subsidiaries that are pledged as collateral under the non‑recourse obligations of such special purpose entities (Note 4).

The gross dollar amount of the Company’s investments includes the investment in land, buildings, improvements and lease intangibles related to real estate investments as well as the carrying amount of the loans and financing receivables and operating ground lease assets. During the nine months ended September 30, 2024, the Company had the following gross real estate and other investment activity (dollars in thousands):


	Number of			Dollar
	Investment			Amount of
	Locations			Investments
Gross investments, December 31, 2023		3,206		$	14,801,634
Acquisition of and additions to real estate (a)(d)		64			481,218
Investment in loans and financing receivables (a)		57			373,389
Sales of real estate		(82	)		(284,639	)
Principal collections on loans and financing receivables		—			(1,597	)
Net change in operating ground lease assets (b)					5,481
Provisions for impairment					(28,823	)
Other					4,167
Gross investments, September 30, 2024 (c)					15,350,830
Less accumulated depreciation and amortization (c)					(931,069	)
Net investments, September 30, 2024 (e)		3,245		$	14,419,761

(a)

Excludes $24.2 million of total tenant improvement advances disbursed in 2024 which were accrued as of December 31, 2023.

(b)

Represents new operating ground lease asset recognized net of amortization during the nine months ended September 30, 2024.

(c)

Includes the below-market lease liabilities ($143.8 million) and the accumulated amortization ($14.4 million) of the liabilities recorded on the condensed consolidated balance sheets as intangible lease liabilities as of September 30, 2024.

(d)

Includes $13.2 million of tenant funded improvements during 2024.

(e)

In connection with certain acquisitions completed during the nine months ended September 30, 2024, the Company modified existing operating leases in a manner which required them to be accounted for as finance leases in accordance with ASC Topic 842. As a result, the Company reclassified $156.5 million of net real estate investments to loans and financing receivables, net on the condensed consolidated balance sheets. The Company also recognized a $16.0 million non-cash net gain in connection with the modification which is included in net gain (loss) on dispositions of real estate in the condensed consolidated statements of operations.

The following table summarizes the revenues the Company recognized from its investment portfolio (in thousands):


	Successor								Predecessor
	Three Months Ended September 30,				Nine Months Ended		Period from February 3, 2023 through		Period from January 1, 2023 through
	2024		2023		September 30, 2024		September 30, 2023		February 2, 2023
Rental revenues:
Operating leases (a)	$	245,228	$	234,405	$	736,537	$	620,605	$	75,005
Sublease income - operating ground leases (b)		780		703		2,186		1,874		234
Amortization of lease related intangibles and costs		1,380		1,387		4,102		3,796		(231	)
Total rental revenues	$	247,388	$	236,495	$	742,825	$	626,275	$	75,008

Interest income on loans and financing receivables:
Mortgage and other loans receivable	$	3,310	$	14,505	$	7,190	$	26,375	$	2,434
Sale-leaseback transactions accounted for as financing arrangements		21,403		7,830		57,116		21,141		2,444
Sales-type and financing receivables		8,939		2,744		18,129		7,703		448
Total interest income on loans and financing receivables	$	33,652	$	25,079	$	82,435	$	55,219	$	5,326

(a)

For the three months ended September 30, 2024 and 2023, includes $1.1 million and $893,000, respectively, of property tax tenant reimbursement revenue and includes $385,000 and $592,000, respectively, of variable lease revenue. For the nine months ended September 30, 2024, the period from February 3, 2023 through September 30, 2023, and the period from January 1, 2023 through February 2, 2023 includes $3.3 million, $2.3 million and $252,000, respectively, of property tax tenant reimbursement revenue and includes $921,000, $909,000 and $24,000, respectively, of variable lease revenue.

(b)

Represents total revenue recognized for the sublease of properties subject to operating ground leases to the related tenants; includes both payments made by the tenants to the ground lessors and straight-line revenue recognized for scheduled increases in the sublease rental payments.

The Company has elected to account for the lease and nonlease components in its lease contracts as a single component if the timing and pattern of transfer for the separate components are the same and, if accounted for separately, the lease component would classify as an operating lease.

Significant Credit and Revenue Concentration

STORE Capital’s real estate investments are leased or financed to 635 customers who operate their businesses across 140 industries geographically dispersed throughout 49 states. The primary sectors of the U.S. economy and their proportionate dollar amount of STORE Capital’s investment portfolio at September 30, 2024 are service at 61%, service-oriented retail at 13% and manufacturing at 26%. Only one state, Texas (11%), accounted for 10% or more of the total dollar amount of STORE Capital’s investment portfolio at September 30, 2024. None of the Company’s customers represented more than 10% of the Company’s investment portfolio at September 30, 2024, with the largest customer representing 2.5% of the total investment portfolio. On an annualized basis, as of September 30, 2024, the largest customer represented approximately 2.4% of the Company’s total investment portfolio revenues.

Real Estate Investments

The weighted average remaining noncancelable lease term of the Company’s operating leases with its tenants at September 30, 2024 was approximately 14.0 years. Substantially all the leases are triple net, which means that the lessees are responsible for the payment of all property operating expenses, including property taxes, maintenance and insurance; therefore, the Company is generally not responsible for repairs or other capital expenditures related to the properties while the triple-net leases are in effect. At September 30, 2024, 18 of the Company’s properties were vacant and not subject to a lease.

Scheduled future minimum rentals to be received under the remaining noncancelable term of the operating leases in place as of September 30, 2024, are as follows (in thousands):


Remainder of 2024	$	240,706
2025		969,998
2026		966,009
2027		955,148
2028		939,628
2029		913,271
Thereafter		7,760,272
Total future minimum rentals (a)	$	12,745,032

(a)

Excludes future minimum rentals to be received under lease contracts associated with sale-leaseback transactions accounted for as financing arrangements and sales-type financing receivables. See Loans and Financing Receivables section below.

Substantially all the Company’s leases include one or more renewal options (generally two to four five-year options). Since lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only. In addition, the future minimum lease payments presented above do not include any contingent rental payments such as lease escalations based on future changes in CPI.

Intangible Lease Assets

The following details intangible lease assets and related accumulated amortization (in thousands):




	September 30, 2024			December 31, 2023
In-place leases	$	558,462		$	577,808
Above-market leases		37,389			37,519
Total intangible lease assets		595,851			615,327
Accumulated amortization		(89,566	)		(51,650	)
Net intangible lease assets	$	506,285		$	563,677

Aggregate lease intangible asset amortization included in depreciation and amortization expense was $13.2 million and $13.7 million during the three months ended September 30, 2024 and 2023, respectively, and $39.5 million, $36.1 million and $0.3 million for the nine months ended September 30, 2024, the period from February 3, 2023 through September 30, 2023 and the period from January 1, 2023 through February 2, 2023, respectively. The amount amortized as a decrease to rental revenue for capitalized above‑market lease intangibles was $0.7 million for both the three months ended September 30, 2024 and 2023, and $2.1 million and $2.0 million for the nine months ended September 30, 2024 and the period from February 3, 2023 through September 30, 2023, respectively. For the period from January 1, 2023 through February 2, 2023 there was no amortization of above-market lease intangibles.

Based on the balance of the intangible lease assets at September 30, 2024, the aggregate amortization expense is expected to be $13.4 million for the remainder of 2024, $49.1 million in 2025, $47.4 million in 2026, $45.6 million in 2027, $43.4 million in 2028, $40.4 million in 2029 and $234.4 million thereafter. The amount expected to be amortized as a decrease to rental revenue is expected to be $0.7 million for the remainder of 2024, $2.8 million in 2025, $2.8 million in 2026, $2.7 million in 2027, $2.6 million in 2028, $2.5 million in 2029 and $18.5 million thereafter. The weighted average remaining amortization period is approximately 11.8 years for the in‑place lease intangibles and approximately 13.7 years for the above-market lease intangibles.

Intangible Lease Liabilities

The following details intangible lease liabilities and related accumulated amortization (in thousands):





	September 30, 2024			December 31, 2023
Below-market leases	$	143,775		$	148,686
Accumulated amortization		(14,399	)		(8,170	)
Net intangible lease liabilities	$	129,376		$	140,516

Lease intangible liabilities are amortized as an increase to rental revenues. For both the three months ended September 30, 2024 and 2023, amortization was $2.3 million and for the nine months ended September 30, 2024 and the period from February 3, 2023 through September 30, 2023, was $6.7 million and $6.0 million, respectively. There was no amortization of below-market lease intangibles for the period from January 1, 2023 through February 2, 2023. Based on the balance of the intangible liabilities at September 30, 2024, the amortization included in rental revenue is expected to be $2.2 million for the remainder of 2024, $8.6 million in 2025, $8.6 million in 2026, $8.4 million in 2027, $8.2 million in 2028, $8.0 million in 2029 and $85.4 million thereafter. The weighted average remaining amortization period, including extension periods, is approximately 22.5 years.

Operating Ground Lease Assets

As of September 30, 2024, STORE Capital had operating ground lease assets aggregating $57.5 million. Typically, the lease payment obligations for these leases are the responsibility of the tenants operating on the properties, in accordance with the Company’s leases with those respective tenants. The Company recognized total lease cost for these operating ground lease assets of $1.0 million and $874,000 during the three months ended September 30, 2024 and 2023, respectively, and $2.8 million, $2.3 million and $273,000 for the nine months ended September 30, 2024, the period from February 3, 2023 through September 30, 2023 and the period from January 1, 2023 through February 2, 2023, respectively. The Company also recognized, in rental revenues, sublease revenue associated with its operating ground leases of $780,000 and $703,000 during the three months ended September 30, 2024 and 2023, respectively, and $2.2 million, $1.9 million and $234,000 for the nine months ended September 30, 2024, the period from February 3, 2023 through September 30, 2023 and the period from January 1, 2023 through February 2, 2023, respectively.

The future minimum lease payments to be paid under the operating ground leases as of September 30, 2024 were as follows (in thousands):


				Ground
	Ground			Leases
	Leases			Paid by
	Paid by			STORE Capital's
	STORE Capital			Tenants (a)			Total
Remainder of 2024	$	14		$	1,163		$	1,177
2025		57			3,035			3,092
2026		57			3,041			3,098
2027		57			3,041			3,098
2028		57			3,071			3,128
2029		58			3,158			3,216
Thereafter		3,258			110,279			113,537
Total lease payments		3,558			126,788			130,346
Less imputed interest		(2,936	)		(75,230	)		(78,166	)
Total operating lease liabilities - ground leases	$	622		$	51,558		$	52,180

(a)

STORE Capital’s tenants, who are generally sub-tenants under the ground leases, are responsible for paying the rent under these ground leases. In the event the tenant fails to make the required ground lease payments, the Company would be primarily responsible for the payment, assuming the Company does not re-tenant the property or sell the leasehold interest. Of the total $126.8 million commitment, $86.5 million is due for periods beyond the current term of the Company’s leases with the tenants. Amounts exclude contingent rent due under three leases where the ground lease payment, or a portion thereof, is based on the level of the tenant’s sales.

Loans and Financing Receivables

The Company’s loans and financing receivables are summarized below (dollars in thousands):





Type	Interest Rate (a)	Maturity Date	September 30, 2024			December 31, 2023
Nine mortgage loans receivable (b)	9.03%	2024 - 2056	$	124,754		$	125,093
Equipment and other loans receivable	9.87%	2024 - 2036		23,443			13,958
Total principal amount outstanding—loans receivable				148,197			139,051
Unamortized loan origination costs				101			61
Unamortized loan premium				646			664
Sale-leaseback transactions accounted for as financing arrangements (c)	8.50%	2034 - 2122		1,056,602			839,902
Sales-type financing receivables	8.82%	2044 - 2054		461,961			131,969
Allowance for credit and loan losses				(13,690	)		(7,716	)
Total loans and financing receivables			$	1,653,817		$	1,103,931

(a)

Represents the weighted average interest rate as of the balance sheet date.

(b)

One of these mortgage loans allows for a prepayment in whole, but not in part, with a penalty ranging from 20% to 70% depending on the timing of the prepayment.

(c)

In accordance with ASC Topic 842, represents sale-leaseback transactions accounted for as financing arrangements rather than as investments in real estate subject to operating leases. Interest rate shown is the weighted average initial rental or capitalization rate on the leases; the leases mature between 2034 and 2122 and the purchase options expire between 2024 and 2073.

Loans Receivable

At September 30, 2024, the Company held 24 loans receivable with an aggregate carrying amount of $145.8 million. Nine of the loans are mortgage loans secured by land and/or buildings and improvements on the mortgaged property; the interest rates on five of the mortgage loans are subject to increases over the term of the loans. The mortgage loans receivable generally require the borrowers to make monthly principal and interest payments based on a 20 to 40-year amortization period with a balloon payment, if any, at maturity or earlier upon the occurrence of certain other events. The equipment and other loans generally require the borrower to make monthly principal and interest payments with a balloon payment, if any, at maturity.

The long-term mortgage loans receivable generally allow for prepayments without penalty or with penalties ranging from 1% to 15%, depending on the timing of the prepayment, except as noted in the table above. All other loans receivable allow for prepayments in whole or in part without penalty. Absent prepayments, scheduled maturities are expected to be as follows (in thousands):


	Scheduled
	Principal		Balloon		Total
	Payments		Payments		Payments
Remainder of 2024	$	394	$	10,175	$	10,569
2025		1,483		—		1,483
2026		1,705		9,835		11,540
2027		1,685		395		2,080
2028		1,687		1,953		3,640
2029		1,663		—		1,663
Thereafter		63,184		54,038		117,222
Total principal payments	$	71,801	$	76,396	$	148,197

Sale-Leaseback Transactions Accounted for as Financing Arrangements

As of September 30, 2024 and December 31, 2023, the Company had $1.1 billion and $839.9 million, respectively, of investments acquired through sale-leaseback transactions accounted for as financing arrangements rather than as investments in real estate subject to an operating lease; revenue from these arrangements is recognized in interest income rather than as rental revenue. The scheduled future minimum rentals to be received under these agreements (which will be reflected in interest income) as of September 30, 2024, were as follows (in thousands):


Remainder of 2024	$	21,346
2025		87,638
2026		89,042
2027		90,443
2028		91,886
2029		93,430
Thereafter		2,985,500
Total future scheduled payments	$	3,459,285

Sales-Type Financing Receivables

As of September 30, 2024 and December 31, 2023, the Company had $462.0 million and $132.0 million, respectively, of investments accounted for as sales-type leases; the components of these investments were as follows (in thousands):




	September 30, 2024			December 31, 2023
Minimum lease payments receivable	$	1,330,558		$	365,516
Estimated residual value of leased assets		7,173			1,521
Unearned income		(875,770	)		(235,067	)
Net investment	$	461,961		$	131,969

As of September 30, 2024, the future minimum lease payments to be received under the sales-type financing lease receivables are expected to be $9.2 million for the remainder of 2024, $36.9 million in 2025, $37.6 million in 2026, $38.4 million in 2027, $39.3 million in 2028, $40.3 million in 2029 and $1.1 billion thereafter.

Provision for Credit Losses

In accordance with ASC Topic 326, the Company evaluates the collectibility of its loans and financing receivables at the time each financing receivable is issued and subsequently on a quarterly basis utilizing an expected credit loss model based on credit quality indicators. The Company groups individual loans and financing receivables based on the implied credit rating associated with each borrower. Based on credit quality indicators as of September 30, 2024, $191.4 million of loans and financing receivables were categorized as investment grade and $1.5 billion were categorized as non-investment grade. During the three and nine months ended September 30, 2024 there were $2.7 million and $6.0 million, respectively, of provisions for credit losses recognized, no write-offs charged against the allowance and no recoveries of amounts previously written off.

As of September 30, 2024, the year of origination for loans and financing receivables with a credit quality indicator of investment grade was $9.1 million in 2024, $86.6 million in 2023, $14.8 million in 2022, $8.2 million in 2021, none in 2020 and $72.7 million prior to 2020. The year of origination for loans and financing receivables with a credit quality indicator of non-investment grade was $532.0 million in 2024, $574.0 million in 2023, $84.2 million in 2022, $62.0 million in 2021, $11.8 million in 2020 and $211.4 million prior to 2020.

4. Debt

Credit Facility

The Company has a credit agreement (the “Unsecured Credit Agreement”) with a group of lenders which provides for a senior unsecured revolving credit facility (the “Unsecured Revolving Credit Facility”) and unsecured, variable-rate term loans which are discussed in more detail in the section titled “Unsecured Notes and Term Loans Payable, net” below. The Unsecured Revolving Credit Facility has a borrowing capacity of $753.9 million, matures in February 2027 and includes two six-month extension options, subject to certain conditions and the payment of a 0.075% extension fee. At September 30, 2024, the Company had $375.0 million of borrowings outstanding on the facility.

Borrowings under the Unsecured Revolving Credit Facility require monthly payments of interest at a rate selected by the Company of either (1) SOFR plus an adjustment of 0.10% plus a spread ranging from 1.00% to 1.45%, or (2) the Base Rate, as defined in the Unsecured Credit Agreement, plus a spread ranging from 0.00% to 0.45%. The spread used is based on the Company’s consolidated total leverage ratio as defined in the Unsecured Credit Agreement. The Company is required to pay a facility fee on the total commitment amount ranging from 0.15% to 0.30% based on the Company’s consolidated total leverage ratio. Currently, the applicable spread for SOFR-based borrowings is 1.10% and the facility fee is 0.20%. As of September 30, 2024, the Company has three interest rate swap agreements with an aggregate notional value of $375.0 million that effectively convert the outstanding borrowings on the Unsecured Revolving Credit Facility to an all-in fixed rate of 4.5950%.

Under the terms of the Unsecured Credit Agreement, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios. Certain of these ratios are based on the Company’s pool of unencumbered assets, which aggregated approximately $10.1 billion at September 30, 2024. The facility is recourse to the Company and, as of September 30, 2024, the Company was in compliance with the covenants under the facility.

The Unsecured Credit Agreement also includes capacity for uncommitted incremental term loans and revolving commitments, whether in the form of additional facilities or an increase to the existing facilities, up to an aggregate amount for all revolving commitments and term loans under the Unsecured Credit Agreement of $3.2 billion.

At September 30, 2024 and December 31, 2023, unamortized financing costs related to the Company’s credit facility totaled $4.5 million and $6.0 million, respectively, and are included in other assets, net, on the condensed consolidated balance sheets.

Unsecured Notes and Term Loans Payable, net

The Company has completed four public offerings of ten-year unsecured notes (“Public Notes”). In March 2018, February 2019 and November 2020, the Company completed public offerings of $350.0 million each in aggregate principal amount. In November 2021, the Company completed a public offering of $375.0 million in aggregate principal amount. The Public Notes have coupon rates of 4.50%, 4.625%, 2.75% and 2.70%, respectively, and interest is payable semi-annually in arrears in March and September of each year for the 2018 and 2019 Public Notes, May and November of each year for the 2020 Public Notes, and June and December of each year for the 2021 Public Notes.

The supplemental indentures governing the Public Notes contain various restrictive covenants, including limitations on the Company’s ability to incur additional secured and unsecured indebtedness. As of September 30, 2024, the Company was in compliance with these covenants. The Public Notes can be redeemed, in whole or in part, at par within three months of their maturity date or at a redemption price equal to the sum of (i) the principal amount of the notes being redeemed plus accrued and unpaid interest and (ii) the make-whole premium, as defined in the supplemental indentures governing these notes.

The Company has entered into Note Purchase Agreements (“NPAs”) with institutional purchasers that provided for the private placement of three series of senior unsecured notes initially aggregating $375.0 million (the “Notes”). At September 30, 2024, the Company had $114.4 million of Notes outstanding. Interest on the Notes is payable semi-annually in arrears in May and November of each year. On each interest payment date, the interest rate on each series of Notes may be increased by 1.0% should the Company’s Applicable Credit Rating (as defined in the NPAs) fail to be an investment-grade credit rating; the increased interest rate would remain in effect until the next interest payment date on which the Company obtains an investment grade credit rating. The Company may prepay at any time all, or any part, of any series of Notes, in an amount not less than 5% of the aggregate principal amount of the series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus a Make-Whole Amount (as defined in the NPAs). The Notes are senior unsecured obligations of the Company.

The NPAs contain a number of financial covenants that are similar to the covenants contained in the Company’s Unsecured Credit Agreement as summarized above. Subject to the terms of the NPAs and the Notes, upon certain events of default, including, but

not limited to, (i) a payment default under the Notes, and (ii) a default in the payment of certain other indebtedness by the Company or its subsidiaries, all amounts outstanding under the Notes will become due and payable at the option of the purchasers. As of September 30, 2024, the Company was in compliance with its covenants under the NPAs.

The Company’s Unsecured Credit Agreement, provides for the Company’s Unsecured Revolving Credit Facility, as discussed above, and two unsecured, variable-rate term loans. The loans consist of an unsecured, variable rate term loan issued in February 2023 (“February 2023 Unsecured Term Loan”) and an unsecured, variable rate term loan issued in December 2023 (“December 2023 Unsecured Term Loan”).

The February 2023 Unsecured Term Loan had initial borrowings of $600.0 million and was amended throughout 2023 to increase total borrowings to $921.1 million; as of September 30, 2024 and December 31, 2023, total borrowings on the February 2023 Unsecured Term Loan remained at $921.1 million. The February 2023 Unsecured Term Loan matures in April 2027 and the interest rate resets daily at Daily Simple SOFR plus an adjustment of 0.10% plus a spread ranging from 1.10% to 1.70% based on the Company’s consolidated total leverage ratio as defined in the Unsecured Credit Agreement. At September 30, 2024, the spread applicable to the Company was 1.25%. As of September 30, 2024, the Company had 11 interest rate swap agreements, with an aggregate notional value of $921.1 million, which effectively convert the term loan borrowings to an all-in fixed rate of 4.3469% for the remaining term of the loan.

The December 2023 Unsecured Term Loan had borrowings of $592.5 million as of December 31, 2023. In January 2024, the Company entered into an incremental amendment of the existing Unsecured Credit Agreement which provided for an increase to the December 2023 Unsecured Term Loan of $135.0 million; as of September 30, 2024, total term loan borrowings under the December 2023 Unsecured Term Loan were $727.5 million. The December 2023 Unsecured Term Loan matures in July 2026 and includes two 12-month extensions. The interest rate resets daily at Daily Simple SOFR plus an adjustment of 0.10%, plus a spread ranging from 1.20% to 1.80% based on the Company’s consolidated total leverage ratio as defined in the Credit Agreement. At September 30, 2024, the spread applicable to the Company was 1.35%.

During 2023, the Company entered into six interest rate swap agreements, with an aggregate notional value of $592.5 million, which effectively convert the borrowings as of December 31, 2023 to an all-in fixed rate of 5.4520% for the remaining term of the loan. In conjunction with the incremental amendment in January 2024, the Company entered into one interest rate swap agreement with a notional value of $135.0 million, which effectively converts the incremental borrowings to a fixed rate of 5.0095%.

As noted above, under the terms of the Unsecured Credit Agreement, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios. As of September 30, 2024, the Company was in compliance with these covenants. The Unsecured Term Loans are senior unsecured obligations of the Company, require monthly interest payments and may be prepaid without premium or penalty at any time.

The Company’s senior unsecured notes and term loans payable are summarized below (dollars in thousands):


			Outstanding Balance
	Maturity Date	Interest Rate	September 30, 2024			December 31, 2023
Notes Payable:
Series B issued November 2015	Nov. 2024	5.24%	$	32,400		$	32,400
Series C issued April 2016	Apr. 2026	4.73%		82,000			82,000

Public Notes issued March 2018	Mar. 2028	4.50%		350,000			350,000
Public Notes issued February 2019	Mar. 2029	4.625%		350,000			350,000
Public Notes issued November 2020	Nov. 2030	2.75%		350,000			350,000
Public Notes issued November 2021	Dec. 2031	2.70%		375,000			375,000
Total notes payable				1,539,400			1,539,400
Term Loans:
Term Loan issued December 2023 (a)	Jul. 2026	5.3699% (b)		727,500			592,500
Term Loan issued February 2023	Apr. 2027	4.3469% (c)		921,100			921,100
Total term loans				1,648,600			1,513,600
Unamortized discount				(177,236	)		(200,875	)
Unamortized deferred financing costs				(10,364	)		(12,417	)
Total unsecured notes and term loans payable, net			$	3,000,400		$	2,839,708

(a)

Term loan was issued in December 2023 with borrowings of $592.5 million and amended in January 2024 to increase the total term loan borrowings to $727.5 million.

(b)

Loan is a floating-rate loan which resets daily at Daily Simple SOFR plus an adjustment of 0.10% plus the applicable spread, which was 1.35% at September 30, 2024. The Company has entered into seven interest rate swap agreements that effectively convert the floating rate to the weighted-average fixed rate noted as of September 30, 2024.

(c)

Loan is a floating-rate loan which resets daily at Daily Simple SOFR plus an adjustment of 0.10% plus the applicable spread, which was 1.25% at September 30, 2024. The Company has entered into 11 interest rate swap agreements that effectively convert the floating rate to the weighted-average fixed rate noted as of September 30, 2024.

Non‑recourse Debt Obligations of Consolidated Special Purpose Entities, net

During 2012, the Company implemented its STORE Master Funding debt program pursuant to which certain of its consolidated special purpose entities issue multiple series of non‑recourse net‑lease mortgage notes from time to time that are collateralized by the assets and related leases (collateral) owned by these entities. One of the principal features of the program is that, as additional series of notes are issued, new collateral is contributed to the collateral pool, thereby increasing the size and diversity of the collateral pool for the benefit of all noteholders, including those who invested in prior series. Another feature of the program is the ability to substitute collateral from time to time subject to meeting certain prescribed conditions and criteria. The notes issued under this program are generally segregated into Class A amortizing notes and Class B non‑amortizing notes. The Company has retained the Class B notes which aggregate $210.0 million at September 30, 2024.

The Class A notes require monthly principal and interest payments with a balloon payment due at maturity and these notes may be prepaid at any time, subject to a yield maintenance prepayment premium if prepaid more than 24 or 36 months prior to maturity. As of September 30, 2024, the aggregate collateral pool securing the net‑lease mortgage notes was comprised primarily of single-tenant commercial real estate properties with an aggregate investment amount of approximately $4.9 billion.

Certain of the consolidated special purpose entity subsidiaries of the Company have financed their real estate properties with traditional first mortgage debt. The notes generally require monthly principal and interest payments with balloon payments due at maturity. In general, these mortgage notes payable can be prepaid in whole or in part upon payment of a yield maintenance premium. The mortgage notes payable are collateralized by real estate properties owned by these consolidated special purpose entity subsidiaries with an aggregate investment amount of approximately $233.5 million at September 30, 2024.

The mortgage notes payable, which are obligations of the consolidated special purpose entities described in Note 2, contain various covenants customarily found in mortgage notes, including a limitation on the issuing entity’s ability to incur additional indebtedness on the underlying real estate. Although this mortgage debt generally is non‑recourse, there are customary limited exceptions to recourse for matters such as fraud, misrepresentation, gross negligence or willful misconduct, misapplication of payments, bankruptcy and environmental liabilities. Certain of the mortgage notes payable also require the posting of cash reserves with the lender or trustee if specified coverage ratios are not maintained by the Company or one of its tenants.

The Company’s non-recourse debt obligations of consolidated special purpose entity subsidiaries are summarized below (dollars in thousands):


			Outstanding Balance
	Maturity Date	Interest Rate	September 30, 2024			December 31, 2023
Non-recourse net-lease mortgage notes:
$150,000 Series 2018-1, Class A-1 (a)		3.96%	$	—		$	139,052
$50,000 Series 2018-1, Class A-3 (a)		4.40%		—			47,917
$270,000 Series 2015-1, Class A-2	Apr. 2025 (b)	4.17%		257,287			258,300
$200,000 Series 2016-1, Class A-1 (2016)	Oct. 2026 (b)	3.96%		167,856			171,355
$82,000 Series 2019-1, Class A-1	Nov. 2026 (b)	2.82%		77,463			77,770
$46,000 Series 2019-1, Class A-3	Nov. 2026 (b)	3.32%		44,888			45,061
$135,000 Series 2016-1, Class A-2 (2017)	Apr. 2027 (b)	4.32%		114,885			117,201
$228,000 Series 2018-1, Class A-2	Oct. 2027 (c)	4.29%		209,648			211,358
$164,000 Series 2018-1, Class A-4	Oct. 2027 (c)	4.74%		155,937			157,167
$346,000 Series 2023-1, Class A-1	May 2028 (b)	6.19%		343,693			344,991
$182,000 Series 2023-1, Class A-2	May 2028 (b)	6.92%		180,787			181,469
$168,500 Series 2021-1, Class A-1	Jun. 2028 (b)	2.12%		165,762			166,394
$89,000 Series 2021-1, Class A-3	Jun. 2028 (b)	2.86%		87,554			87,887
$74,400 Series 2024-1, Class A-1	Apr. 2029 (b)	5.69%		74,245			—
$25,600 Series 2024-1, Class A-3	Apr. 2029 (b)	5.93%		25,547			—
$260,600 Series 2024-1, Class A-2	Apr. 2031 (b)	5.70%		260,057			—
$89,400 Series 2024-1, Class A-4	Apr. 2031 (b)	5.94%		89,214			—
$168,500 Series 2021-1, Class A-2	Jun. 2033 (c)	2.96%		165,762			166,394
$89,000 Series 2021-1, Class A-4	Jun. 2033 (c)	3.70%		87,554			87,887
$244,000 Series 2019-1, Class A-2	Nov. 2034 (c)	3.65%		230,499			231,414
$136,000 Series 2019-1, Class A-4	Nov. 2034 (c)	4.49%		132,713			133,223
Total non-recourse net-lease mortgage notes				2,871,351			2,624,840
Non-recourse mortgage notes:
$10,075 note issued March 2014 (d)		5.10%		—			8,386
$65,000 note issued June 2016	Jul. 2026 (e)	4.75%		55,663			56,674
$41,690 note issued March 2019	Mar. 2029 (f)	4.80%		39,490			40,001
$6,350 notes issued March 2019 (assumed in December 2020)	Apr. 2049 (e)	4.64%		5,781			5,874
Total non-recourse mortgage notes				100,934			110,935
Unamortized discount				(138,266	)		(164,326	)
Unamortized deferred financing costs				(5,093	)		(2,975	)
Total non-recourse debt obligations of consolidated special purpose entities, net			$	2,828,926		$	2,568,474

(a)

Notes were prepaid, without penalty, in April 2024 using a portion of the proceeds from the aggregate $450.0 million STORE Master Funding Series 2024-1 issuance.

(b)

Prepayable, without penalty, 24 months prior to maturity.

(c)

Prepayable, without penalty, 36 months prior to maturity.

(d)

Note was repaid, without penalty, in April 2024 at maturity.

(e)

Prepayable, without penalty, three months prior to maturity.

(f)

Prepayable, without penalty, four months prior to maturity.

Credit Risk Related Contingent Features

The Company has agreements with derivative counterparties, which provide generally that the Company could be declared in default on its derivative obligations if the Company defaults on the underlying indebtedness. As of September 30, 2024, the termination value of the Company’s interest rate swaps that were in a liability position was approximately $17.9 million, which includes accrued interest but excludes any adjustment for nonperformance risk.

Long-term Debt Maturity Schedule

As of September 30, 2024, the scheduled maturities, including balloon payments, on the Company’s aggregate long-term debt obligations are as follows (in thousands):


	Scheduled
	Principal		Balloon
	Payments		Payments		Total
Remainder of 2024	$	6,355	$	32,400	$	38,755
2025		24,667		256,612		281,279
2026		22,618		1,141,642		1,164,260
2027		14,112		1,381,572		1,395,684
2028		7,841		1,113,615		1,121,456
2029		5,358		483,585		488,943
Thereafter		20,801		1,649,107		1,669,908
	$	101,752	$	6,058,533	$	6,160,285

5. Equity

Stockholders’ Equity (Predecessor)

In November 2020, the Company established its fifth “at the market” equity distribution program, or ATM program, pursuant to which, from time to time, it could offer and sell up to $900.0 million of registered shares of common stock through a group of banks acting as its sales agents (the “2020 ATM Program”). For the period from January 1, 2023 to February 2, 2023, there were no common stock issuances under the 2020 ATM Program. Upon closing of the Merger, on February 3, 2023, the 2020 ATM Program was terminated.

Pursuant to the terms and conditions of the Merger Agreement, at or immediately prior to, as applicable, the effective time of the Merger, each share of common stock of the Company, par value $0.01 per share (“Common Stock”), other than shares of Common Stock held by STORE Capital, the Parent Parties or any of their respective wholly-owned subsidiaries, issued and outstanding immediately prior to the merger effective time, was automatically cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration, without interest.

Members’ Equity (Successor)

In connection with the Merger, the Company issued 1,000 common units (“Common Units”) to its members for an aggregate cash amount of $8.3 billion. Prior to the Merger, the Company issued 125 Series A Preferred Units (the “Preferred Units”) for an aggregate cash amount of $125,000. The issuance of the Preferred Units was made through a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

In accordance with the Company’s operating agreement, members holding Preferred Units (“Preferred Members”) receive distributions bi-annually and Members holding Common Units (“Common Members”) may receive distributions monthly. Common Members may be subject to capital calls. Except for their initial capital contribution, no Preferred Members may make any additional capital contributions. Additionally, no Preferred Members have the right to demand a withdrawal, reduction or return of its capital contributions or receive interest thereon.

The Preferred Units rank senior to the Common Units of the Company and to all other membership interests and equity securities issued by the Company with respect to distribution and redemption rights and rights upon liquidation, dissolution or winding up of the Company.

6. Commitments and Contingencies

The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Management believes that the final outcome of such matters will not have a material adverse effect on the Company’s financial position or results of operations.

In the normal course of business, the Company enters into various types of commitments to purchase real estate properties. These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase the properties. As of September 30, 2024, the Company had commitments to its customers to fund improvements to owned or mortgaged real estate properties totaling approximately

$205.8 million, of which $180.7 million is expected to be funded in the next twelve months. These additional investments will generally result in increases to the rental revenue or interest income due under the related contracts.

The Company has employment agreements with each of its executive officers that provide for minimum annual base salaries and cash incentive compensation based on the satisfactory achievement of reasonable performance criteria and objectives on an annual and multi-year basis. In the event an executive officer’s employment terminates under certain circumstances, the Company would be liable for cash severance and continuation of healthcare benefits under the terms of the employee agreements.

7. Fair Value of Financial Instruments

The Company’s derivatives are required to be measured at fair value in the Company’s consolidated financial statements on a recurring basis. Derivatives are measured under a market approach, using prices obtained from a nationally recognized pricing service and pricing models with market observable inputs such as interest rates and equity index levels. These measurements are classified as Level 2 within the fair value hierarchy. The Company has elected to present the fair value of derivative assets and liabilities within the condensed consolidated balance sheets on a net basis by counterparty. The net derivative assets are included in other assets, and the net derivative liabilities, if any, are included in accrued expenses, deferred revenue and other liabilities on the condensed consolidated balance sheets.

The following table summarizes the net derivative balances recorded on the condensed consolidated balance sheets and provides information as if the Company had not elected to offset the asset and liability balances of the derivative instruments with each of its counterparties in accordance with the associated master International Swap and Derivatives Association agreement (in thousands):




	September 30, 2024			December 31, 2023
Derivative assets:
Net derivative assets presented in the condensed consolidated balance sheets	$	7,356		$	20,208
Gross amount of eligible offsetting recognized derivative liabilities		6,461			6,262
Gross amount of derivative assets	$	13,817		$	26,470

Derivative liabilities:
Net derivative liabilities presented in the condensed consolidated balance sheets	$	(12,411	)	$	(4,815	)
Gross amount of eligible offsetting recognized derivative assets		(6,461	)		(6,262	)
Gross amount of derivative liabilities	$	(18,872	)	$	(11,077	)

In addition to the disclosures for assets and liabilities required to be measured at fair value at the balance sheet date, companies are required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair value. The fair values of financial instruments are estimates based on market conditions and perceived risks at September 30, 2024 and December 31, 2023. These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities.

Financial assets and liabilities for which the carrying values approximate their fair values include cash and cash equivalents, restricted cash, accounts receivable, accounts payable and tenant deposits. Generally, these assets and liabilities are short‑term in duration and are recorded at fair value on the condensed consolidated balance sheets. The Company believes the carrying value of the borrowings on its credit facility approximate fair value based on their nature, terms and variable interest rate. Additionally, the Company believes the current carrying values of its fixed‑rate loans receivable approximate fair values based on market quotes for comparable instruments or discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads.

The estimated fair values of the Company’s aggregate long-term debt obligations have been derived based on market observable inputs such as interest rates and discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. These measurements are classified as Level 2 within the fair value hierarchy. At September 30, 2024, these debt obligations had an aggregate carrying value of $5.8 billion and an estimated fair value of $6.0 billion. At December 31, 2023, these debt obligations had an aggregate carrying value of $5.4 billion and an estimated fair value of $5.3 billion.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In this Quarterly Report on Form 10-Q, references to “we,” “us,” “our,” “the Company,” or “STORE Capital,” are references to STORE Capital Corporation, a Maryland corporation, prior to, and to STORE Capital LLC, a Delaware limited liability company, upon and following, the completion of the Merger, as defined below, unless we specifically state otherwise or the context indicates otherwise.

Special Note Regarding Forward-Looking Statements

This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, without limitation, statements concerning our business and growth strategies, investment, financing and leasing activities and trends in our business, including trends in the market for long-term, triple-net leases of freestanding, single-tenant properties. Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this quarterly report may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. For a further discussion of these and other factors that could impact future results, performance or transactions, see “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 15, 2024.

Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this quarterly report. New risks and uncertainties may arise over time and it is not possible for us to predict those events or how they may affect us. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law.

The Merger

On September 15, 2022, STORE Capital Corporation, a Maryland corporation, Ivory Parent, LLC, a Delaware limited liability company (“Parent”) and Ivory REIT, LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Parent Parties are affiliates of GIC, a global institutional investor, and funds managed by, a division of Blue Owl Capital. On February 3, 2023 (the “Closing Date”), pursuant to the terms and subject to the conditions set forth in the Merger Agreement, STORE Capital Corporation merged with and into Merger Sub (the “Merger”) with Merger Sub surviving (the “Surviving Entity”) and the separate existence of STORE Capital Corporation ceased. Immediately following the completion of the Merger, the Surviving Entity changed its name to STORE Capital LLC. As of the Closing Date of the Merger, the common equity of the Company is no longer publicly traded.

Following the Merger, we are a Delaware limited liability company organized as an internally managed real estate investment trust, or REIT. As a REIT, we will generally not be subject to federal income tax to the extent that we distribute all our taxable income to our members and meet other requirements.

For the periods prior to the Merger, we present the results of operations for STORE Capital Corporation and its wholly owned subsidiaries (the “Predecessor”). For the periods after the Merger, we present the results of operations for STORE Capital LLC and its wholly owned subsidiaries (the “Successor”). The nine months ended September 30, 2023 (the “Combined Period”) include the results of operations for the Predecessor during the period of January 1, 2023 through February 2, 2023 and the results of operations for the Successor during the period February 3, 2023 through September 30, 2023.

Overview

We invest in Single Tenant Operational Real Estate, or STORE Property, which is our target market and the inspiration for our name. A STORE Property is a property location at which a company operates its business and generates sales and profits, which makes the location a profit center and, therefore, fundamentally important to that business. Due to the long-term nature of our leases, we focus our acquisition activity on properties that operate in industries we believe have long-term relevance, the majority of which are service industries. By acquiring the real estate from the operators and then leasing the real estate back to them, the operators

become our long-term tenants, and we refer to them as our customers. Through the execution of these sale-leaseback transactions, we fill a need for our customers by providing them a source of long-term capital that enables them to avoid the need to incur debt and/or employ equity in order to finance the real estate that is essential to their business.

All the real estate we acquire is held by our wholly or majority owned subsidiaries, many of which are special purpose bankruptcy remote entities formed to facilitate the financing of our real estate. We predominantly acquire our single‑tenant properties directly from our customers in sale‑leaseback transactions where our customers sell us their operating properties and then simultaneously enter into long‑term triple‑net leases with us to lease the properties back. Accordingly, our properties are fully occupied and under lease from the moment we acquire them.

We generate our cash from operations primarily through the monthly lease payments, or “base rent,” we receive from our customers under their long-term leases with us. We also receive interest payments on loans receivable, which are a smaller part of our portfolio. We refer to the monthly scheduled lease and interest payments due from our customers as “base rent and interest.” Most of our leases contain lease escalations every year or every several years that are based on the increase in the Consumer Price Index or a stated percentage, which allows the monthly lease payments we receive to increase over the life of the lease contracts. As of September 30, 2024, approximately 99% of our leases (based on base rent) were “triple-net” leases, which means that our customers are responsible for all the operating costs such as maintenance, insurance and property taxes associated with the properties they lease from us, including any increases in those costs that may occur as a result of inflation. The remaining leases have some landlord responsibilities, generally related to maintenance and structural component replacement that may be required on such properties in the future, although we do not currently anticipate incurring significant capital expenditures or property-level operating costs under such leases. Because our properties are single tenant properties, almost all of which are under long-term leases, it is not necessary for us to perform any significant ongoing leasing activities on our properties.

We have a dedicated internal team that reviews and analyzes ongoing customer financial performance, both at the corporate level and with respect to each property we own, to identify properties that may no longer be part of our long-term strategic plan and as such, we may from time to time decide to sell properties.

Liquidity and Capital Resources

As of September 30, 2024, our investment portfolio stood at approximately $15.3 billion, consisting of investments in 3,245 property locations. Substantially all of our cash from operations is generated by our investment portfolio.

Our primary cash expenditures are the principal and interest payments we make on the debt we use to finance our real estate investment portfolio and the general and administrative expenses of managing the portfolio and operating our business. Since substantially all our leases are triple net, our tenants are generally responsible for the maintenance, insurance and property taxes associated with the properties they lease from us. When a property becomes vacant through a tenant default or expiration of the lease term with no tenant renewal, we incur the property costs not paid by the tenant, as well as those property costs accruing during the time it takes to locate a substitute tenant or sell the property. We expect to incur some property-level operating costs from time to time in periods during which properties that become vacant are being remarketed. In addition, we may recognize an expense for certain property costs, such as real estate taxes billed in arrears, if we believe the tenant is likely to vacate the property before making payment on those obligations or may be unable to pay such costs in a timely manner. Property costs are generally not significant to our operations, but the amount of property costs can vary quarter to quarter based on the timing of property vacancies and the level of underperforming properties. We may advance certain property costs on behalf of our tenants but expect that the majority of these costs will be reimbursed by the tenant and do not anticipate that they will be significant to our operations.

We intend to continue to grow through additional real estate investments. To accomplish this objective, we must continue to identify real estate acquisitions that are consistent with our underwriting guidelines and raise future additional capital to make such acquisitions. We acquire real estate with a combination of debt and equity capital, proceeds from the sale of properties and cash from operations that is not otherwise distributed to our members in the form of distributions. We also periodically commit to fund the construction of new properties for our customers or to provide them funds to improve and/or renovate properties we lease to them. These additional investments will generally result in increases to the rental revenue or interest income due under the related contracts.

Financing Strategy

Our debt capital is initially provided on a short-term, temporary basis through a multi-year, variable-rate unsecured revolving credit facility with a group of banks. We manage our long-term leverage position through the strategic and economic issuance of long-term fixed-rate debt on both a secured and unsecured basis. By matching the expected cash inflows from our long-term real estate leases with the expected cash outflows of our long-term fixed-rate debt, we “lock in”, for as long as is economically feasible, the expected positive difference between our scheduled cash inflows on the leases and the cash outflows on our debt payments. By

locking in this difference, or spread, we seek to reduce the risk that increases in interest rates would adversely impact our profitability. In addition, we use various financial instruments designed to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies such as interest rate swaps and caps, depending on our analysis of the interest rate environment and the costs and risks of such strategies. We also ladder our debt maturities in order to minimize the gap between our free cash flow (which we define as our cash from operations less distributions) and our annual debt maturities.

Unsecured Revolving Credit Facility

We have a credit agreement with a group of lenders which provides for a senior unsecured revolving credit facility. The facility has a borrowing capacity of $753.9 million, matures in February 2027 and includes two six-month extension options, subject to certain conditions and the payment of a 0.075% extension fee. As of September 30, 2024, we had $375.0 million outstanding under our unsecured revolving credit facility.

Borrowings under the facility require monthly payments of interest at a rate selected by us of either (1) SOFR plus an adjustment of 0.10%, plus a spread ranging from 1.00% to 1.45%, or (2) the Base Rate, as defined in the credit agreement, plus a spread ranging from 0.00% to 0.45%. The spread used is based on our consolidated total leverage ratio as defined in the credit agreement. We are also required to pay a facility fee on the total commitment amount ranging from 0.15% to 0.30% based on our consolidated total leverage ratio. Currently, the applicable spread for SOFR-based borrowings is 1.10% and the facility fee is 0.20%. Our credit agreement allows for a further reduction in the pricing of one basis point if certain environmental sustainability metrics are met. As of September 30, 2024, we had three interest rate swap agreements with an aggregate notional value of $375.0 million that effectively convert the outstanding borrowings on the facility to an all-in fixed rate of 4.5950%.

Under the terms of the facility, we are subject to various restrictive financial and nonfinancial covenants which, among other things, require us to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios. Certain of these ratios are based on our pool of unencumbered assets, which aggregated approximately $10.1 billion at September 30, 2024. The facility is recourse to us, and, as of September 30, 2024, we were in compliance with the financial and nonfinancial covenants under the facility.

Senior Unsecured Term Debt

As of September 30, 2024, we had an aggregate principal amount of $1.4 billion of public senior unsecured notes outstanding. These senior unsecured notes bear a weighted average coupon rate of 3.63% and interest on these notes is paid semi-annually. The supplemental indentures governing our public notes contain various restrictive covenants, including limitations on our ability to incur additional secured and unsecured indebtedness. As of September 30, 2024, we were in compliance with these covenants.

Prior to the inaugural issuance of public debt in March 2018, unsecured long-term debt had been issued through the private placement of notes to institutional investors. As of September 30, 2024, we had an aggregate principal amount of $114.4 million of privately placed notes outstanding. The financial covenants of the privately placed notes are similar to our current unsecured revolving credit facility, and, as of September 30, 2024, we were in compliance with these covenants.

We have a credit agreement with a group of lenders which provides for two unsecured, variable-rate term loans. The loans consist of an unsecured, variable-rate term loan issued in February 2023 (“February 2023 Unsecured Term Loan”) and an unsecured, variable-rate term loan issued in December 2023 (“December 2023 Unsecured Term Loan”).

The February 2023 Unsecured Term Loan had initial borrowings of $600.0 million and was amended throughout 2023 to increase total borrowings to $921.1 million as of September 30, 2024 and December 31, 2023. The February 2023 Unsecured Term Loan matures in April 2027 and the interest rate resets daily at Daily Simple SOFR plus an adjustment of 0.10%, plus a spread ranging from 1.10% to 1.70% based on our consolidated total leverage ratio as defined in the credit agreement. As of September 30, 2024, our spread was 1.25%. Our credit agreement allows for a further reduction in the pricing of one basis point if certain environmental sustainability metrics are met. As of September 30, 2024, we had 11 interest rate swap agreements with an aggregate notional value of $921.1 million that effectively convert the term loan borrowings to an all-in fixed interest rate of 4.3469% for the remaining term of the loan.

The December 2023 Unsecured Term Loan had borrowings of $592.5 million as of December 31, 2023. In January 2024, we entered into an incremental amendment of the existing credit agreement which provided for an increase to the December 2023 Unsecured Term Loan of $135.0 million for total term loan borrowings of $727.5 million as of September 30, 2024. The December 2023 Unsecured Term Loan matures in July 2026 and includes two 12-month extensions. The interest rate resets daily at Daily Simple SOFR plus an adjustment of 0.10%, plus a spread ranging from 1.20% to 1.80% based on our consolidated total leverage ratio as

defined in the credit agreement. As of September 30, 2024, the spread applicable to the Company was 1.35%. Our credit agreement allows for a further reduction in the pricing of one basis point if certain environmental sustainability metrics are met.

During 2023, we entered into six interest rate swap agreements, with an aggregate notional value of $592.5 million, which effectively convert the borrowings as of December 31, 2023 to an all-in fixed rate of 5.4520% for the remaining term of the loan. In conjunction with the incremental amendment in January 2024, we entered into one interest rate swap agreement with a notional value of $135.0 million which effectively converts the total incremental borrowings to a fixed rate of 5.0095%.

The aggregate outstanding principal amount of our unsecured senior notes and term loans payable was $3.2 billion as of September 30, 2024.

Non-recourse Secured Debt

As of September 30, 2024, approximately 32% of our real estate investment portfolio served as collateral for outstanding borrowings under our STORE Master Funding debt program. We believe our STORE Master Funding program allows for flexibility not commonly found in non-recourse debt, often making it preferable to traditional debt issued in the commercial mortgage-backed securities market. Under the program, STORE Capital serves as both master and special servicer for the collateral pool, allowing for active portfolio monitoring and prompt issue resolution. In addition, features of the program allowing for the sale or substitution of collateral, provided certain criteria are met, facilitate active portfolio management. Through this debt program, we arrange for bankruptcy remote, special purpose entity subsidiaries to issue multiple series of investment-grade asset backed net lease mortgage notes, or ABS notes, from time to time as additional collateral is added to the collateral pool and leverage can be added in incremental note issuances based on the value of the collateral pool.

The ABS notes are generally issued by our wholly owned special purpose entity subsidiaries to institutional investors through the asset backed securities market. These ABS notes are typically issued in two classes, Class A and Class B. At the time of issuance, the Class A notes generally represent approximately 70% of the appraised value of the underlying real estate collateral owned by the issuing subsidiaries and are currently rated AAA or AA by S&P Global Ratings. In April 2024, our consolidated special purpose entities issued Series 2024-1, of net lease mortgage notes under the STORE Master Funding debt program consisting of $450.0 million of notes issued in four Class A tranches as summarized below. No class B notes were issued in connection with this issuance.


Note Class	Rating (a)	Amount		Coupon Rate			Term	Maturity Date
Class A-1	AAA	$	74,400,000		5.69	%	5 years	April 2029
Class A-2	AAA		260,600,000		5.70	%	7 years	April 2031
Class A-3	AA		25,600,000		5.93	%	5 years	April 2029
Class A-4	AA		89,400,000		5.94	%	7 years	April 2031
Total/Weighted Average Coupon Rate		$	450,000,000		5.76	%

(a)

By S&P Global Ratings

In conjunction with this transaction, we prepaid, without penalty, an aggregate of $186.5 million of STORE Master Funding Series 2018-1 Class A-1 notes and Class A-3 notes. These two prepaid note classes were scheduled to mature in October 2024 and bore a weighted average interest rate of 4.07%.

The aggregate outstanding principal amount of our secured mortgage notes payable was $3.0 billion as of September 30, 2024.

Debt Summary

As of September 30, 2024, our aggregate secured and unsecured term debt had an outstanding principal balance of $6.2 billion, a weighted average maturity of 4.1 years and a weighted average interest rate of 4.4%. The following is a summary of the outstanding

balance of our borrowings as well as a summary of the portion of our real estate investment portfolio that is either pledged as collateral for these borrowings or is unencumbered as of September 30, 2024:


			Gross Investment Portfolio Assets
			Special Purpose
	Outstanding		Entity		All Other
(In millions)	Borrowings		Subsidiaries		Subsidiaries		Total
STORE Master Funding net-lease mortgage notes payable	$	2,871	$	4,949	$	—	$	4,949
Other mortgage notes payable		101		233		—		233
Total non-recourse secured debt		2,972		5,182		—		5,182
Unsecured notes and term loans payable		3,188		—		—		—
Unsecured revolving credit facility		375		—		—		—
Total unsecured debt (including revolving credit facility)		3,563		—		—		—
Unencumbered real estate assets		—		8,778		1,391		10,169
Total	$	6,535	$	13,960	$	1,391	$	15,351

Our decision to use either senior unsecured term debt, STORE Master Funding or other non-recourse traditional mortgage loan borrowings depends on our view of the most strategic blend of unsecured versus secured debt that is needed to maintain our targeted level of overall corporate leverage, as well as on borrowing costs, debt terms, debt flexibility and the tenant and industry diversification levels of our real estate assets. Our acquisition of real estate assets will increase our financial flexibility by providing us with additional assets that can support senior unsecured financing or that can serve as substitute collateral for existing debt. Should market factors, which are beyond our control, adversely impact our access to these debt sources at economically feasible rates, our ability to grow through additional real estate acquisitions will be limited to any undistributed amounts available from our operations and equity contributions from our members.

For additional details and terms regarding these debt instruments, see Note 4 to the September 30, 2024 unaudited condensed consolidated financial statements.

Equity

In connection with the Merger, we issued 1,000 common units to our common members for an aggregate cash amount of $8.3 billion. Prior to the Merger, 125 Series A Preferred Units were issued to our preferred members for an aggregate cash amount of $125,000. In accordance with our operating agreement, our common members receive distributions monthly and are subject to capital calls. Our preferred members receive distributions bi-annually and are not subject to capital calls.

Cash Flows

Substantially all our cash from operations is generated by our investment portfolio. As shown in the following table, net cash provided by operating activities for the nine months ended September 30, 2024 was $68.2 million more than the Combined Period. The increase is primarily driven by additional rental revenue and interest income generated by the increase in size of our real estate portfolio and a decrease in cash paid for interest. During the nine months ended September 30, 2024, our investments in real estate, loans and financing receivables were primarily funded with a combination of capital contributions from our members and net proceeds from the issuance of long-term debt. Investment activity during the Combined Period in 2023 was primarily funded with a combination of borrowings on our revolving credit facility and capital contributions from our members and also included the impact of the Merger as described above. The acquisition of STORE Capital in the Combined Period was primarily funded with capital contributions from our members and the issuance of the secured term loan facility.

From a financing perspective, our activities provided for $101.4 million of net cash during the nine months ended September 30, 2024 as compared to $10.8 billion of net cash during the Combined Period. Financing activities in 2024 included $135.0 million of additional term loan borrowings in January 2024, $450.0 million of STORE Master Funding Series 2024-1 notes issued in April 2024 and the prepayment, without penalty, of an aggregate of $186.5 million of STORE Master Funding Series 2018-1 Class A-1 notes and Class A-3 notes. Capital contributions from our members totaled $285.0 million and cash distributions totaled $550.0 million for the nine months ended September 30, 2024. The Combined Period included fundings from the Merger as described above.


	Successor						Predecessor
(In thousands)	Nine Months Ended September 30, 2024			Period from February 3, 2023 through September 30, 2023			Period from January 1, 2023 through February 2, 2023			Increase (Decrease)(a)
Net cash provided by operating activities	$	541,568		$	413,953		$	59,380		$	68,235
Net cash used in investing activities		(537,419	)		(11,077,806	)		(129,025	)		10,669,412
Net cash provided by financing activities		101,428			10,724,077			67,988			(10,690,637	)
Net change in cash, cash equivalents and restricted cash	$	105,577		$	60,224		$	(1,657	)	$	47,010

(a)

Change represents the nine months ended September 30, 2024 compared to the Combined Period.

As of September 30, 2024, we had liquidity of $327.1 million on our balance sheet. Management believes that our current cash balance, the $378.9 million of immediate borrowing capacity available as of September 30, 2024 on our unsecured revolving credit facility, and the cash generated by our operations is sufficient to fund our operations for the next twelve months and beyond and allow us to acquire the real estate for which we currently have made commitments. In order to continue growing our real estate portfolio in the future, beyond the excess cash generated by our operations and our ability to borrow, we would expect to raise additional equity capital from our members.

Recently Issued Accounting Pronouncements

See Note 2 to the September 30, 2024 unaudited condensed consolidated financial statements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires our management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our condensed consolidated financial statements. From time to time, we reevaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There have been no material changes to the Company’s critical accounting estimates since our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Real Estate Portfolio Information

As of September 30, 2024, our total investment in real estate and loans approximated $15.3 billion, representing investments in 3,245 property locations, substantially all of which are profit centers for our customers. The weighted average non‑cancellable remaining term of our leases was approximately 14.0 years.

Results of Operations

Overview

As of September 30, 2024, our real estate investment portfolio had grown to approximately $15.3 billion, consisting of investments in 3,245 property locations in 49 states, operated by 635 customers in various industries. Approximately 89% of the real estate investment portfolio represents commercial real estate properties subject to long‑term leases, approximately 10% represents financing receivables on commercial real estate properties and approximately 1% represents loans receivable secured by our customers’ other assets.

Three and nine months ended September 30, 2024 compared to the three months ended September 30, 2023 and the Combined Period:


	Successor									Successor					Predecessor
	Three Months Ended September 30,									Nine Months Ended		Period from February 3, 2023 through			Period from January 1, 2023 through
(In thousands)	2024			2023			Increase (Decrease)			September 30, 2024		September 30, 2023			February 2, 2023		Increase (Decrease)(a)
Total revenues	$	287,417		$	262,179		$	25,238		$	842,091	$	684,565		$	81,184	$	76,342
Expenses:
Interest		91,732			98,866			(7,134	)		270,498		267,771			19,080		(16,353	)
Property costs		6,490			6,216			274			17,385		12,867			1,348		3,170
General and administrative		17,288			13,922			3,366			50,597		37,145			5,679		7,773
Merger-related		—			—			—			—		—			895		(895	)
Depreciation and amortization		146,193			145,688			505			439,300		385,913			27,789		25,598
Provisions for impairment		11,370			6,570			4,800			28,823		18,926			—		9,897
Total expenses		273,073			271,262			1,811			806,603		722,622			54,791		29,190
Other income (loss):
Gain (loss) on dispositions of real estate		15,346			(2,399	)		17,745			50,459		(2,580	)		97		52,942
Loss on extinguishment of debt		—			—			—			—		(42,153	)		—		42,153
Income (loss) before income taxes		29,690			(11,482	)		41,172			85,947		(82,790	)		26,490		142,247
Income tax (benefit) expense		(2,657	)		1,944			(4,601	)		1,593		5,901			703		(5,011	)
Net income (loss)		32,347			(13,426	)		45,773			84,354		(88,691	)		25,787		147,258
Less: Net income attributable to noncontrolling interest		221			—			221			683		—			—		683
Net income (loss) attributable to controlling interest	$	32,126		$	(13,426	)	$	45,552		$	83,671	$	(88,691	)	$	25,787	$	146,575

(a)

Change represents the nine months ended September 30, 2024 compared to the Combined Period.

Revenues

The increase in revenues period over period was driven primarily by the growth in the size of our real estate investment portfolio, which generated additional rental revenues and interest income. Our real estate investment portfolio grew from approximately $14.7 billion in gross investment amount representing 3,195 properties as of September 30, 2023 to approximately $15.3 billion in gross investment amount representing 3,245 properties at September 30, 2024. Our real estate investments were made throughout the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in revenues between periods is related to recognizing revenue for the full periods in 2024 on acquisitions that were made during 2023. Similarly, the full revenue impact of acquisitions made during the first nine months 2024 will not be seen until the fourth quarter of 2024. A smaller component of the increase in revenues between periods is related to rent escalations recognized on our lease contracts; over time, these rent increases can provide a strong source of revenue growth.

During the three and nine months ended September 30, 2024, we collected $1.1 million and $2.4 million, respectively, of lease termination fees related to certain property sales, which are included in other income. Similarly, other income for the Combined Period included $0.5 million of early termination fees primarily related to certain property sales; we did not recognize any similar revenues during the three months ended September 30, 2023. Additionally, during the three and nine months ended September 30, 2024, we recorded $5.0 million and $13.0 million, respectively, of bank interest income from cash held on deposit during the period as compared to $0.5 million and $2.0 million during the three months ended September 30, 2023 and the Combined Period, respectively.

The majority of our investments are made through sale-leaseback transactions in which we acquire the real estate from the owner-operators and then simultaneously lease the real estate back to them through long-term leases based on the tenant’s business needs. The initial rental or capitalization rates we achieve on sale-leaseback transactions, calculated as the initial annualized base rent divided by the purchase price of the properties, vary from transaction to transaction based on many factors, such as the terms of the lease, the property type including the property’s real estate fundamentals and the market rents in the area on the various types of properties we target across the United States. There are also online commercial real estate auction marketplaces for real estate transactions; properties acquired through these online marketplaces are sometimes subject to existing leases and offered by third party sellers. In general, because we provide tailored customer lease solutions in sale-leaseback transactions, our lease rates historically have been higher and subject to less short-term market influences than what we have seen in the auction marketplace as a whole. In addition, since our real estate lease contracts are a substitute for both borrowings and equity that our customers would otherwise have

to commit to their real estate locations, we believe there is a relationship between lease rates and market interest rates and that lease rates are also influenced by overall capital availability.

Interest Expense

We fund the growth in our real estate investment portfolio primarily with capital contributions from our members, net proceeds from sales of real estate and net proceeds from issuances of debt.

The following table summarizes our interest expense for the periods presented:


	Successor												Predecessor
	Three Months Ended September 30,						Nine Months Ended			Period from February 3, 2023 through			Period from January 1, 2023 through
(Dollars in thousands)	2024			2023			September 30, 2024			September 30, 2023			February 2, 2023
Interest expense - credit facility	$	4,403		$	5,490		$	13,114		$	12,486		$	2,697
Interest expense - credit facility fees		386			332			1,148			839			110
Interest expense - secured and unsecured debt		68,442			71,812			199,606			194,638			15,799
Capitalized interest		(592	)		(926	)		(2,090	)		(2,143	)		(240	)
Amortization of debt discounts, deferred financing costs and other		19,093			22,158			58,720			61,951			714
Total interest expense	$	91,732		$	98,866		$	270,498		$	267,771		$	19,080

Credit facility:
Average debt outstanding	$	375,000		$	429,739		$	375,000		$	355,688		$	559,848
Average interest rate during the period (excluding facility fees)		4.7	%		5.1	%		4.7	%		5.3	%		5.3	%

Secured and unsecured debt:
Average debt outstanding	$	6,163,676		$	6,054,460		$	6,067,664		$	6,134,040		$	4,670,146
Average interest rate during the period		4.4	%		4.7	%		4.4	%		4.8	%		3.7	%

Interest expense associated with our secured and unsecured debt decreased from 2023 as a result of a decrease in the weighted average interest rate and partially offset by increase in average outstanding borrowings. Secured and unsecured debt added after September 30, 2023 consisted of $848.6 million of unsecured floating-rate term loans issued from October 2023 to January 2024 which have been effectively converted to a weighted average fixed rate of 5.36% and $450.0 million of STORE Master Funding Series 2024-1 notes issued in April 2024 at a weighted average coupon rate of 5.76%. Secured and unsecured debt repaid in full since September 30, 2023 included the remaining $960.0 million secured, floating rate term loan facility in December 2023 which bore an interest rate of 7.66% for the comparative 2023 periods and an aggregate $186.5 million of STORE Master Funding Series 2018-1 Class A-1 notes and Class A-3 notes which bore a weighted average rate of 4.07%. As of September 30, 2024, we had $6.2 billion of long-term debt outstanding with a weighted average interest rate of just over 4.4%.

Interest expense associated with our revolving credit facility decreased from 2023 primarily as a result of a decrease in the average interest rate. During the three months ended September 30, 2024, the decrease is also partially attributable to a decrease in the level of average borrowings outstanding as compared to 2023. During the nine-month period ended September 30, 2024, the decrease is partially offset by an increased level of average borrowings outstanding as compared to the Combined Period. As of September 30, 2024, we had $375.0 million of borrowings outstanding under our revolving credit facility.

Property Costs

Approximately 99% of our leases are triple net, meaning that our tenants are generally responsible for the property-level operating costs such as taxes, insurance and maintenance. Accordingly, we generally do not expect to incur property-level operating costs or capital expenditures, except during any period when one or more of our properties is no longer under lease or when our tenant is unable to meet their lease obligations. Our need to expend capital on our properties is further reduced due to the fact that some of our tenants will periodically refresh the property at their own expense to meet their business needs or in connection with franchisor requirements. As of September 30, 2024, we owned 18 properties that were vacant and not subject to a lease and the lease contracts related to just 7 properties we own are due to expire during the remainder of 2024. We expect to incur some property costs related to

the vacant properties until such time as those properties are either leased or sold. The amount of property costs can vary quarter to quarter based on the timing of property vacancies and the level of underperforming properties.

As of September 30, 2024, we had entered into operating ground leases as part of several real estate investment transactions. The ground lease payments made by our tenants directly to the ground lessors are presented on a gross basis in the condensed consolidated statements of operations, both as rental revenues and as property costs. For the few lease contracts where we collect property taxes from our tenants and remit those taxes to governmental authorities, we reflect those payments on a gross basis as both rental revenue and as property costs.

The following is a summary of property costs (in thousands):


	Successor								Predecessor
	Three Months Ended September 30,				Nine Months Ended		Period from February 3, 2023 through		Period from January 1, 2023 through
	2024		2023		September 30, 2024		September 30, 2023		February 2, 2023
Property-level operating costs (a)	$	4,402	$	4,449	$	11,272	$	8,236	$	784
Ground lease-related intangibles amortization expense		—		—		—		—		39
Operating ground lease payments made by STORE Capital		109		100		290		267		33
Operating ground lease payments made by STORE Capital tenants		614		512		1,703		1,364		185
Operating ground lease straight-line rent expense		300		262		835		670		55
Property taxes payable from tenant impounds		1,065		893		3,285		2,330		252
Total property costs	$	6,490	$	6,216	$	17,385	$	12,867	$	1,348

(a)

Property-level operating costs primarily include those expenses associated with vacant or nonperforming properties, property management costs for the few properties that have specific landlord obligations and the cost of performing property site inspections from time to time.

General and Administrative Expenses

General and administrative expenses include compensation and benefits; professional fees such as portfolio servicing, legal, accounting and rating agency fees; and general office expenses such as insurance, office rent and travel costs. General and administrative costs totaled $17.3 million and $50.6 million for the three and nine months ended September 30, 2024, respectively, as compared to $13.9 million and $42.8 million for the three months ended September 30, 2023 and the Combined Period, respectively.

We expect that general and administrative expenses will rise in some measure as our real estate investment portfolio grows. Certain expenses, such as property related insurance costs and the costs of servicing the properties and loans comprising our real estate portfolio, increase in direct proportion to the increase in the size of the portfolio. However, general and administrative expenses as a percentage of the portfolio have decreased over time due to efficiencies and economies of scale.

Merger-related Expenses

Merger-related expenses include legal fees and other costs incurred as a result of the Merger. For the period from January 1, 2023 through February 2, 2023, merger-related expenses totaled $0.9 million.

Depreciation and Amortization Expense

Depreciation and amortization expense, which increases in proportion to the increase in the size of our real estate portfolio, rose from $145.7 million and $413.7 million for the three months ended September 30, 2023 and the Combined Period, respectively, to $146.2 million and $439.3 million for the three and nine months ended September 30, 2024, respectively.

Provisions for Impairment

During the three and nine months ended September 30, 2024, we recognized $8.7 million and $22.8 million, respectively, in provisions for the impairment of real estate and $2.7 million and $6.0 million, respectively, in provisions for credit losses related to

our loans and financing receivables. During the three months ended September 30, 2023 and the Combined Period, we recognized $5.5 million and $12.1 million, respectively, in provisions for the impairment of real estate and $1.1 million and $6.8 million, respectively, in provisions for credit losses related to our loans and financing receivables. The provisions for credit losses recorded in the Combined Period were recorded as a result of the Merger as required by ASU 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments.

Gain (Loss) on Dispositions of Real Estate

As part of our ongoing active portfolio management process, we sell properties from time to time in order to enhance the diversity and quality of our real estate portfolio and to take advantage of opportunities to recycle capital. During the three months ended September 30, 2024 we recognized a $16.8 million aggregate net gain on the sale of 26 properties. In comparison, during the three months ended September 30, 2023 we recognized a $2.4 million aggregate net loss on the sale of two properties. For the nine months ended September 30, 2024 we recognized a $34.5 million net gain on the sale of 82 properties compared to a $2.5 million aggregate net loss on the sale of 13 properties during the Combined Period. Additionally, during the three and nine months ended September 30, 2024, we recognized a $1.5 million non-cash net loss and $16.0 million non-cash net gain, respectively, associated with certain lease modifications.

Loss on Extinguishment of Debt

During the Combined Period, we recognized a loss on extinguishment of debt of $42.2 million associated with the partial prepayments made on the secured term loan facility and unsecured term notes during the period. No such losses were recorded during the three months ended September 30, 2023 or during the three and nine months ended September 30, 2024.

Net Income (Loss)

For the three and nine months ended September 30, 2024, our net income was $32.3 million and $84.4 million, respectively, reflecting an increase from net losses of $13.4 million and $62.9 million during the three months ended September 30, 2023 and the Combined Period, respectively. The change in net income (loss) for the three months ended September 30, 2024 primarily resulted from the growth in our real estate investment portfolio, which generated additional rental revenues and interest income, an increase in gain on disposition of real estate, a decrease in interest expense and a decrease in income tax expense due to a change in the projected effective tax rate as we are no longer subject to income taxes in certain state jurisdictions, offset by increases in impairments and general and administrative expense. The change in net income (loss) for the nine months ended September 30, 2024 primarily resulted from the growth in our real estate investment portfolio, which generated additional rental revenues and interest income, an increase in gain on disposition of real estate, and decreases in the loss on extinguishment of debt and interest expense, offset by increases in depreciation and amortization, impairments and general and administrative expense.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our interest rate risk management objective is to limit the impact of future interest rate changes on our earnings and cash flows. We seek to match the cash inflows from our long‑term leases with the expected cash outflows on our debt. To achieve this objective, our consolidated subsidiaries primarily borrow on a fixed‑rate basis for longer‑term debt issuances. At September 30, 2024, all of our debt carried a fixed interest rate or was effectively converted to a fixed rate for the term of the debt and the weighted average debt maturity was approximately 4.1 years. We are exposed to interest rate risk between the time we enter into a sale‑leaseback transaction and the time we finance the related real estate with fixed‑rate debt. In addition, when that debt matures, we may have to refinance the real estate at a higher interest rate. Market interest rates are sensitive to many factors that are beyond our control.

We address interest rate risk by employing the following strategies to help insulate us from any adverse impact of rising interest rates:

•

We seek to minimize the time period between acquisition of our real estate and the ultimate financing of that real estate with long‑term fixed‑rate debt.

•

By using serial issuances of long-term debt, we intend to ladder out our debt maturities to avoid a significant amount of debt maturing during any single period and to minimize the gap between free cash flow and annual debt maturities; free cash flow includes cash from operations less distributions.

•

Our secured long‑term debt generally provides for some amortization of the principal balance over the term of the debt, which serves to reduce the amount of refinancing risk at debt maturity to the extent that we can refinance the reduced debt balance over a revised long-term amortization schedule.

•

We seek to maintain a large pool of unencumbered real estate assets to give us the flexibility to choose among various secured and unsecured debt markets when we are seeking to issue new long-term debt.

•

We may also use derivative instruments, such as interest rate swaps, caps and treasury lock agreements, as cash flow hedges to limit our exposure to interest rate movements with respect to various debt instruments.

See our Annual Report on Form 10-K for the year ended December 31, 2023 under the heading “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for a more complete discussion of our interest rate sensitive assets and liabilities. As of September 30, 2024 our market risk has not changed materially from the amounts reported in our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Accounting Officer, of the effectiveness as of September 30, 2024 of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Accounting Officer concluded that the design and operation of these disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of the Company.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are subject to various legal proceedings and claims that arise in the ordinary course of our business, including instances in which we are named as defendants in lawsuits arising out of accidents causing personal injuries or other events that occur on the properties operated by our customers. These matters are generally covered by insurance and/or are subject to our right to be indemnified by our customers that we include in our leases. Management believes that the final outcome of such matters will not have a material adverse effect on our financial position, results of operations or liquidity.

Item 1A. Risk Factors.

There have been no material changes to the risk factors as disclosed in the section entitled “Risk Factors” beginning on page 5 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and filed with the Securities and Exchange Commission on March 15, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the three months ended September 30, 2024, we did not purchase any of our equity securities nor did we sell any equity securities that were not registered under the Securities Act of 1933, as amended, other than the preferred and common units issued to our members.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

(a)

None.

(b)

None.

(c)

As a result of the Merger, the Company’s equity securities are no longer publicly traded, and the Company’s officers and directors do not own any Company equity securities. Accordingly, during the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non- Rule 10b5-1 trading arrangement,” as each such term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits


Exhibit	Description	Location
2.1	Agreement and Plan of Merger, dated as of September 15, 2022, by and among Ivory Parent, LLC, Ivory REIT, LLC and STORE Capital Corporation.**	Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K of the Company filed on September 15, 2022.
3.1	Third Amended and Restated Limited Liability Company Agreement of Ivory REIT, LLC, dated as of February 3, 2023.	Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K of the Company filed on February 3, 2023.
3.2	First Amendment to Third Amended and Restated Limited Liability Company Agreement of STORE Capital LLC, dated as of June 7, 2023.	Incorporated by reference to Exhibit 3.2 of the Current Report on Form 10-K of the Company filed on March 15, 2024.
3.3	Second Amendment to Third Amended and Restated Limited Liability Company Agreement of STORE Capital LLC, dated as of February 6, 2024.	Incorporated by reference to Exhibit 3.3 of the Current Report on Form 10-K of the Company filed on March 15, 2024.
3.4	Certificate of Formation of Ivory REIT, LLC, dated August 30, 2022, as amended effective February 3, 2023.	Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K of the Company filed on February 3, 2023.
31.1	Rule 13a-14(a) Certification of the Principal Executive Officer.	Filed herewith.
31.2	Rule 13a-14(a) Certification of the Principal Financial Officer.	Filed herewith.
32.1	Section 1350 Certification of the Principal Executive Officer.	Furnished herewith.
32.2	Section 1350 Certification of the Principal Financial Officer.	Furnished herewith.
101.INS	Inline XBRL Instance Document – the instance does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	Filed herewith.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.	Filed herewith.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.	Filed herewith.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.	Filed herewith.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.	Filed herewith.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.	Filed herewith.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	Filed herewith.

** Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	STORE CAPITAL LLC
	(Registrant)

Date: November 1, 2024	By:	/s/ Ashley A. Dembowski
		Ashley A. Dembowski
		Senior Vice President – Chief Accounting Officer
		(Principal Financial Officer and Principal Accounting Officer)

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Store Capital (STOR) 10-Q2024 Q3 Quarterly report

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