SRC / Spirit Realty Capital, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

SRC / Spirit Realty Capital, Inc. / COHEN & STEERS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 8)* Spirit Realty Capital (Name of Issuer) Common Stock (Title of Class of Securities) 84860W300 (CUSIP Number) December 31, 2023 (Date of Event Which Require

SRC / Spirit Realty Capital, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01969-spiritrealtycapitali.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Spirit Realty Capital Inc Title of Class of Securities: Common Stock CUSIP Number: 84860W300 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box

SRC / Spirit Realty Capital, Inc. / COHEN & STEERS, INC. Passive Investment

SC 13G/A 1 src13gbody-013124.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (EXIT FILING)* Spirit Realty Capital (Name of Issuer) Common Stock (Title of Class of Securities) 84860W300 (CUSIP Number) January 31, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-216815 333-220618 333-249459 SPIRIT REALTY CAPITAL, INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-216815 333-220618 333-249459 SPIRIT REALTY CAPITAL, INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-216815 333-220618 333-249459 SPIRIT REALTY CAPITAL, INC. (Exact name of

As filed with the Securities and Exchange Commission on January 23, 2024

S-8 POS As filed with the Securities and Exchange Commission on January 23, 2024 Registration No.

BYLAWS SAINTS MD SUBSIDIARY, INC., a Maryland Corporation (hereinafter “Corporation”) ARTICLE I OFFICES AND AGENT

Exhibit 3.2 BYLAWS OF SAINTS MD SUBSIDIARY, INC., a Maryland Corporation (hereinafter “Corporation”) ARTICLE I OFFICES AND AGENT Section 1.1. Registered Office and Agent. The Corporation shall maintain a registered agent in the State of Maryland and shall have a registered office whose business office is identical to the registered office. Section 1.2. Other Offices. In addition to its registered

AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of January 22, 2024 by and among REALTY INCOME CORPORATION, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.5, as Lenders, and WELLS FARGO BANK, NATIONAL ASSO

Exhibit 10.1 Loan Number: 1021387 Execution Version AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of January 22, 2024 by and among REALTY INCOME CORPORATION, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.5, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., TD BANK,

As filed with the Securities and Exchange Commission on January 23, 2024

S-8 POS As filed with the Securities and Exchange Commission on January 23, 2024 Registration No.

As filed with the Securities and Exchange Commission on January 23, 2024

S-8 POS As filed with the Securities and Exchange Commission on January 23, 2024 Registration No.

ARTICLE ONE

Exhibit 4.1 EIGHTH SUPPLEMENTAL INDENTURE, dated as of January 23, 2024 (this “Eighth Supplemental Indenture”), by and among Spirit Realty, L.P., a Delaware limited partnership (the “Issuer”), Saints MD Subsidiary, Inc., a Maryland corporation, as guarantor (the “Successor Guarantor”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), a

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Commi

As filed with the Securities and Exchange Commission on January 23, 2024

S-3DPOS As filed with the Securities and Exchange Commission on January 23, 2024 Registration No.

AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of January 22, 2024 by and among REALTY INCOME CORPORATION, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.5, as Lenders, and WELLS FARGO BANK, NATIONAL ASSO

Exhibit 10.2 Loan Number: 1021347 Execution Version AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of January 22, 2024 by and among REALTY INCOME CORPORATION, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.5, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., TD BANK,

ARTICLES OF INCORPORATION SAINTS MD SUBSIDIARY, INC.

Exhibit 3.1 ARTICLES OF INCORPORATION SAINTS MD SUBSIDIARY, INC. THIS IS TO CERTIFY THAT: FIRST: The undersigned, Bianca Martinez, whose address is 11995 El Camino Real, San Diego, California 92130, being at least 18 years of age, does hereby form a corporation under the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereinafter called the “Corporation”) is: S

As filed with the Securities and Exchange Commission on January 23, 2024

S-8 POS As filed with the Securities and Exchange Commission on January 23, 2024 Registration No.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 05, 2024, pursuant to the provisions of Rule 12d2-2 (a).

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2024 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Commi

SPIRIT REALTY CAPITAL SHAREHOLDERS APPROVE REALTY INCOME MERGER

Exhibit 99.1 SPIRIT REALTY CAPITAL SHAREHOLDERS APPROVE REALTY INCOME MERGER SAN DIEGO and DALLAS, January 19, 2024….Realty Income Corporation (NYSE: O) (“Realty Income”), The Monthly Dividend Company®, and Spirit Realty Capital, Inc. (NYSE: SRC) (“Spirit”), today announced that Spirit stockholders approved all of the proposals necessary for the closing of the previously announced merger pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 SPIRIT REALTY CA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Commi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Commi

YOUR VOTE IS URGENTLY NEEDED! PLEASE VOTE YOUR PROXY TODAY

Filed by Spirit Realty Capital, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Spirit Realty Capital, Inc. Commission File No.: 001-36004 Registration No.: 333-275868 Date: January 4, 2024 On January 4, 2024, Spirit Realty Capital, Inc. mailed a voting reminder letter, in the following fo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 SPIRIT REALTY C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 SPIRIT REALTY CA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Commi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Commi

Report of Independent Registered Public Accounting Firm

Exhibit 99.1 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Financial Statements and Supplemental Data Reports of Independent Registered Public Accounting Firm (PCAOB ID 42) 2 Consolidated Balance Sheets as of December 31, 2022 and 2021 5 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 6 Consolidated Statements of Comprehensive Income for the Years Ended Dece

SPIRIT REALTY CAPITAL, INC. Consolidated Balance Sheets (In Thousands, Except Share and Per Share Data)

Exhibit 99.2 PART I — FINANCIAL INFORMATION Item 1. Financial Statements SPIRIT REALTY CAPITAL, INC. Consolidated Balance Sheets (In Thousands, Except Share and Per Share Data) (Unaudited) September 30, 2023 December 31, 2022 Assets Investments: Real estate assets held for investment: Land and improvements $ 2,742,072 $ 2,740,250 Buildings and improvements 6,081,378 5,892,117 Less: accumulated dep

Supplemental RISK FACTORS

Exhibit 99.4 Supplemental RISK FACTORS The business and operations of Realty Income (as defined below) are subject to numerous risks and other uncertainties and you should carefully consider the following supplemental risk factors, the risks described under the captions “Forward-Looking Statements” in Item 8.01 of the Current Report on Form 8-K filed by Realty Income on November 27, 2023 (the “For

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements and notes thereto present the unaudited pro forma condensed combined balance sheet as of September 30, 2023 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and the year ended December

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 27, 2023 (Date of Earliest Event Reported) REALTY INCOME C

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 27, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

Spirit Realty Capital, Inc. Announces Third Quarter of 2023 Financial and Operating Results – Generated Net Income per Share of $0.25, FFO per Share of $0.92 and AFFO per Share of $0.93 – – Increased Common Stock Quarterly Dividend from $0.6630 per S

Exhibit 99.1 Spirit Realty Capital, Inc. Announces Third Quarter of 2023 Financial and Operating Results – Generated Net Income per Share of $0.25, FFO per Share of $0.92 and AFFO per Share of $0.93 – – Increased Common Stock Quarterly Dividend from $0.6630 per Share to $0.6696 per Share – – Invested $124.6 Million in Acquisitions and Revenue Producing Expenditures – – Generated $73.9 Million in G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36004 SPIRIT REALTY CAP

List of Issuers of Guaranteed Securities as of September 30, 2023.

Exhibit 22.1 List of Issuers of Guaranteed Securities As of September 30, 2023, the following subsidiary was the issuer of the Senior Unsecured Notes guaranteed by Spirit Realty Capital, Inc.: Name of Subsidiary Jurisdiction of Organization Spirit Realty, L.P. Delaware

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 02, 2023 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Comm

35% Top 20 Tenant Concentration1 Note: Data as of or for the quarter ended September 30, 2023. 1Based on ABR. 2Represents corporate-level reporting of revenues of our tenants or their affiliated companies, excluding non-reporting tenants. 3As of Sept

Supplemental Investor Presentation NOVEMBER 2023 Q3 2023 Exhibit 99.2 35% Top 20 Tenant Concentration1 Note: Data as of or for the quarter ended September 30, 2023. 1Based on ABR. 2Represents corporate-level reporting of revenues of our tenants or their affiliated companies, excluding non-reporting tenants. 3As of September 30, 2023, liquidity was comprised of $134.2 million in cash and cash equiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2023 SPIRIT REALTY CA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2023 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Commi

Filed by Spirit Realty Capital, Inc.

Filed by Spirit Realty Capital, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spirit Realty Capital, Inc. Commission File No.: 001-36004 Date: October 30, 2023 The following is a transcript from a joint conference call held by Realty Income Corporation and Spirit Realty Capital, Inc. on

REALTY INCOME TO ACQUIRE SPIRIT REALTY CAPITAL IN $9.3 BILLION TRANSACTION - Over 2.5% Accretion to Annualized AFFO per Share in All Stock, Leverage-Neutral Transaction - Complementary Real Estate Portfolio Enhances Size, Scale and Diversification to

Exhibit 99.1 REALTY INCOME TO ACQUIRE SPIRIT REALTY CAPITAL IN $9.3 BILLION TRANSACTION - Over 2.5% Accretion to Annualized AFFO per Share in All Stock, Leverage-Neutral Transaction - Complementary Real Estate Portfolio Enhances Size, Scale and Diversification to Expand Runway for Future Growth - No Reliance on Capital Markets to Complete Transaction; Realty Income to Assume Existing Debt with Low

Disclaimer Cautionary Note Regarding Forward-Looking Statements This communication may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934,

Exhibit 99.2 Realty Income to Acquire Spirit Realty October 30, 2023 Disclaimer Cautionary Note Regarding Forward-Looking Statements This communication may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, the Private Securities Litigation Reform Act of 1995 and other feder

Agreement and Plan of Merger, dated October 29, 2023, by and among Spirit Realty Capital, Inc., Realty Income Corporation, and Saints MD Subsidiary, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among REALTY INCOME CORPORATION, SAINTS MD SUBSIDIARY, INC. and SPIRIT REALTY CAPITAL, INC. Dated as of October 29, 2023 TABLE OF CONTENTS Page ARTICLE I THE TRANSACTIONS 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Organizational Documents 2 Section 1.4 Directors and Officers 2 Section 1.5 Tax Consequences 2 ARTICLE II TREATMENT OF S

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: October 29, 2023 (Date of Earliest Event Reported) REALTY INCOME CO

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: October 29, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiza

AGREEMENT AND PLAN OF MERGER by and among REALTY INCOME CORPORATION, SAINTS MD SUBSIDIARY, INC. SPIRIT REALTY CAPITAL, INC. Dated as of October 29, 2023

Table of Contents Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among REALTY INCOME CORPORATION, SAINTS MD SUBSIDIARY, INC. and SPIRIT REALTY CAPITAL, INC. Dated as of October 29, 2023 Table of Contents TABLE OF CONTENTS Page ARTICLE I THE TRANSACTIONS 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Organizational Documents 2 Section 1.4 Directors and Officers 2 Section 1.5 Tax Cons

REALTY INCOME TO ACQUIRE SPIRIT REALTY CAPITAL IN $9.3 BILLION TRANSACTION - Over 2.5% Accretion to Annualized AFFO per Share in All Stock, Leverage-Neutral Transaction - Complementary Real Estate Portfolio Enhances Size, Scale and Diversification to

Exhibit 99.1 REALTY INCOME TO ACQUIRE SPIRIT REALTY CAPITAL IN $9.3 BILLION TRANSACTION - Over 2.5% Accretion to Annualized AFFO per Share in All Stock, Leverage-Neutral Transaction - Complementary Real Estate Portfolio Enhances Size, Scale and Diversification to Expand Runway for Future Growth - No Reliance on Capital Markets to Complete Transaction; Realty Income to Assume Existing Debt with Low

2 Cautionary Note Regarding Forward-Looking Statements This communication may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amend

Exhibit 99.2 Realty Income to Acquire Spirit Realty October 30, 2023 2 Cautionary Note Regarding Forward-Looking Statements This communication may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, the Private Securities Litigation Reform Act of 1995 and other federal securi

Filed by Realty Income Corporation

Filed by Realty Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Sprit Realty Capital, Inc.

Disclaimer Cautionary Note Regarding Forward-Looking Statements This communication may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934,

Exhibit 99.2 Realty Income to Acquire Spirit Realty October 30, 2023 Disclaimer Cautionary Note Regarding Forward-Looking Statements This communication may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, the Private Securities Litigation Reform Act of 1995 and other feder

REALTY INCOME TO ACQUIRE SPIRIT REALTY CAPITAL IN $9.3 BILLION TRANSACTION - Over 2.5% Accretion to Annualized AFFO per Share in All Stock, Leverage-Neutral Transaction - Complementary Real Estate Portfolio Enhances Size, Scale and Diversification to

Exhibit 99.1 REALTY INCOME TO ACQUIRE SPIRIT REALTY CAPITAL IN $9.3 BILLION TRANSACTION - Over 2.5% Accretion to Annualized AFFO per Share in All Stock, Leverage-Neutral Transaction - Complementary Real Estate Portfolio Enhances Size, Scale and Diversification to Expand Runway for Future Growth - No Reliance on Capital Markets to Complete Transaction; Realty Income to Assume Existing Debt with Low

Regulation FD Disclosure, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2023 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Commi

Filed by Spirit Realty Capital, Inc.

Filed by Spirit Realty Capital, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spirit Realty Capital, Inc. Commission File No.: 001-36004 Date: October 30, 2023 The following are Employee FAQs distributed on October 30, 2023 to employees of Spirit Realty Capital, Inc. in connection with

Agreement and Plan of Merger, dated as of October 29, 2023, by and among Realty Income Corporation, Saints MD Subsidiary, Inc. and Spirit Realty Capital, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among REALTY INCOME CORPORATION, SAINTS MD SUBSIDIARY, INC. and SPIRIT REALTY CAPITAL, INC. Dated as of October 29, 2023 TABLE OF CONTENTS Page Article I THE TRANSACTIONS 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Organizational Documents 2 Section 1.4 Directors and Officers 3 Section 1.5 Tax Consequences 3 Article II TREATMENT OF S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36004 SPIRIT REALTY CAPITAL,

List of Issuers of Guaranteed Securities as of June 30, 2023.

Exhibit 22.1 List of Issuers of Guaranteed Securities As of June 30, 2023, the following subsidiary was the issuer of the Senior Unsecured Notes guaranteed by Spirit Realty Capital, Inc.: Name of Subsidiary Jurisdiction of Organization Spirit Realty, L.P. Delaware

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 07, 2023 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Commis

35% Top 20 Tenant Concentration1 Note: Data as of or for the quarter ended June 30, 2023. 1Based on ABR. 2Represents corporate-level reporting of revenues of our tenants or their affiliated companies, excluding non-reporting tenants. Q2 2023 Overview

Supplemental Investor Presentation AUGUST 2023 Q2 2023 Exhibit 99.2 35% Top 20 Tenant Concentration1 Note: Data as of or for the quarter ended June 30, 2023. 1Based on ABR. 2Represents corporate-level reporting of revenues of our tenants or their affiliated companies, excluding non-reporting tenants. Q2 2023 Overview Key Highlights Portfolio Data Top 10 Tenant Concentration1 22% $694.6M $9.3B Real

Spirit Realty Capital, Inc. Announces Second Quarter of 2023 Financial and Operating Results – Generated Net Income per Share of $0.36, FFO per Share of $0.91 and AFFO per Share of $0.91 – – Invested $168.6 Million in Acquisitions and Revenue Produci

Exhibit 99.1 Spirit Realty Capital, Inc. Announces Second Quarter of 2023 Financial and Operating Results – Generated Net Income per Share of $0.36, FFO per Share of $0.91 and AFFO per Share of $0.91 – – Invested $168.6 Million in Acquisitions and Revenue Producing Expenditures – – Generated $66.9 Million in Gross Proceeds from Dispositions – Dallas, TX— August 7, 2023 —Spirit Realty Capital, Inc.

Amendment No. 1 to the Term Loan Agreement dated as of May 12, 2023

Exhibit 10.1 AMENDMENT NO. 1 TO TERM LOAN AGREEMENT This AMENDMENT NO. 1 TO TERM LOAN AGREEMENT, dated as of May 12, 2023 (this “Amendment No. 1”), is by and among SPIRIT REALTY, L.P., a Delaware limited partnership (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (the “Administrative Agent”), and the Lenders party hereto. Reference is made to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 03, 2023 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Commissio

List of Issuers of Guaranteed Securities as of March 31, 2023.

Exhibit 22.1 List of Issuers of Guaranteed Securities As of March 31, 2023, the following subsidiary was the issuer of the Senior Unsecured Notes guaranteed by Spirit Realty Capital, Inc.: Name of Subsidiary Jurisdiction of Organization Spirit Realty, L.P. Delaware

Spirit Realty Capital, Inc. Announces First Quarter of 2023 Financial and Operating Results – Generated Net Income per Share of $0.66, FFO per Share of $0.90 and AFFO per Share of $0.89 – – Invested $238.9 Million in Acquisitions and Revenue Producin

Exhibit 99.1 Spirit Realty Capital, Inc. Announces First Quarter of 2023 Financial and Operating Results – Generated Net Income per Share of $0.66, FFO per Share of $0.90 and AFFO per Share of $0.89 – – Invested $238.9 Million in Acquisitions and Revenue Producing Expenditures – – Generated $151.8 Million in Gross Proceeds from Dispositions – Dallas, TX— May 3, 2023 —Spirit Realty Capital, Inc. (N

Form of Restricted Stock Award Grant Notice and Agreement.

Exhibit 10.1 SECOND AMENDED AND RESTATED SPIRIT REALTY CAPITAL, INC. AND SPIRIT REALTY, L.P. 2012 INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE Spirit Realty Capital, Inc., a Maryland corporation, (together with its successors and assigns, the “Company”), pursuant to the Second Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan, as amended

35% Top 20 Tenant Concentration1 Note: Data as of or for the quarter ended March 31, 2023. 1Based on Gross Investment. 2Represents corporate-level reporting of revenues of our tenants or their affiliated companies, excluding non-reporting tenants. 3I

Supplemental Investor Presentation MAY 2023 Q1 2023 Exhibit 99.2 35% Top 20 Tenant Concentration1 Note: Data as of or for the quarter ended March 31, 2023. 1Based on Gross Investment. 2Represents corporate-level reporting of revenues of our tenants or their affiliated companies, excluding non-reporting tenants. 3Includes a $33.0 million loan provided as financing in conjunction with the sale of fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36004 SPIRIT REALTY CAPITAL

Form of 2023 Performance Share Award Grant Notice and Agreement.

Exhibit 10.2 SECOND AMENDED AND RESTATED SPIRIT REALTY CAPITAL, INC. AND SPIRIT REALTY, L.P. 2012 INCENTIVE AWARD PLAN PERFORMANCE SHARE AWARD GRANT NOTICE Spirit Realty Capital, Inc., a Maryland corporation, (together with its successors and assigns, the “Company”), pursuant to the Second Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan, as amende

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 03, 2023 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Commiss

Spirit Realty Capital, Inc. Announces Fourth Quarter of 2022 Financial and Operating Results – Generated Net Income per Share of $0.48, FFO per Share of $0.87 and AFFO per Share of $0.88 – – Invested $350.8 Million in Acquisitions and Revenue Produci

EX-99 2 src-ex991.htm EX-99.1 Exhibit 99.1 Spirit Realty Capital, Inc. Announces Fourth Quarter of 2022 Financial and Operating Results – Generated Net Income per Share of $0.48, FFO per Share of $0.87 and AFFO per Share of $0.88 – – Invested $350.8 Million in Acquisitions and Revenue Producing Expenditures – – Generated $134.8 Million in Gross Proceeds from Dispositions – – Issued 1.6 Million Sha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36004 SPIRIT REALTY CAPITAL, INC

35% Top 20 Tenant Concentration1 Note: Data as of or for the quarter ended December 31, 2022. 1Based on Gross Investment. 2Represents corporate-level reporting of revenues of our tenants or their affiliated companies, excluding non-reporting tenants.

Supplemental Investor Presentation FEBRUARY 2023 Q4 2022 Exhibit 99.2 35% Top 20 Tenant Concentration1 Note: Data as of or for the quarter ended December 31, 2022. 1Based on Gross Investment. 2Represents corporate-level reporting of revenues of our tenants or their affiliated companies, excluding non-reporting tenants. 3Comprised of contractual fixed increases and CPI-related increases. Q4 2022 Ov

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 SPIRIT REALTY CAPITAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36004 20-1676382 (State or Other Jurisdiction of Incorporation) (Comm

List of Issuers of Guaranteed Securities as of December 31, 2022.

Exhibit 22.1 List of Issuers of Guaranteed Securities As of December 31, 2022, the following subsidiary was the issuer of the Senior Unsecured Notes guaranteed by Spirit Realty Capital, Inc.: Name of Subsidiary Jurisdiction of Organization Spirit Realty, L.P. Delaware

List of Subsidiaries of Spirit Realty Capital, Inc. as of December 31, 2022.

Exhibit 21.1 List of Subsidiaries of Spirit Realty Capital, Inc. as of December 31, 2022 Name of Subsidiary State of Incorporation or Formation Carbonite Merger Sub LLCC Maryland Conwa Equity II, LLC Delaware Conwa Property II, LLC Delaware FRIS CHKN, LLC Delaware Spirit AA Columbia Heights MN, LLC Delaware Spirit AA Duluth MN, LLC Delaware Spirit AA Fergus Falls MN, LLC Delaware Spirit AA Grand F

SRC / Spirit Realty Capital Inc / COHEN & STEERS, INC. Passive Investment

SC 13G/A 1 src13gbody-123122.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 7)* Spirit Realty Capital (Name of Issuer) Common Stock (Title of Class of Securities) 84860W300 (CUSIP Number) December 31,

SRC / Spirit Realty Capital Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01940-spiritrealtycapitali.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Spirit Realty Capital Inc. Title of Class of Securities: REIT CUSIP Number: 84860W300 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to des

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Comm

Term Loan Agreement dated as of November 17, 2022

Exhibit 10.1 TERM LOAN AGREEMENT Dated as of November 17, 2022 among SPIRIT REALTY, L.P., a Delaware limited partnership, as Borrower, VARIOUS FINANCIAL INSTITUTIONS as Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC., CAPITAL ONE, NATIONAL ASSOCIATION, FIFTH THIRD BANK, NATIONAL ASSOCIATION, MIZUHO BANK, LTD., ROYAL BANK OF CANADA, T

SPIRIT REALTY CAPITAL, INC. ANNOUNCES CLOSING OF $500.0 MILLION UNSECURED TERM LOAN FACILITY

Exhibit 99.1 Press Release SPIRIT REALTY CAPITAL, INC. ANNOUNCES CLOSING OF $500.0 MILLION UNSECURED TERM LOAN FACILITY DALLAS? (BUSINESS WIRE)? Spirit Realty Capital, Inc. (NYSE: SRC) (?Spirit? or the ?Company?), a net-lease real estate investment trust (?REIT?) that invests in single-tenant, operationally essential real estate, today announced that the Company has closed on a new, unsecured term

Guaranty dated as of November 17, 2022

Exhibit 10.2 GUARANTY THIS GUARANTY dated as of November 17, 2022 (this ?Guaranty?) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a ?Guarantor? and c

Up to $500,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-249459 PROSPECTUS SUPPLEMENT (To Prospectus Supplement dated November 19, 2021 and Prospectus dated October 13, 2020) Up to $500,000,000 Common Stock This prospectus supplement is being filed to update, amend and supplement certain information in the prospectus supplement dated and filed with the Securities and Exchange Commission (th

Spirit Realty Capital, Inc. Announces Third Quarter of 2022 Financial and Operating Results – Generated Net Income per Share of $0.54, FFO per Share of $0.93 and AFFO per Share of $0.90 – – Increased Common Stock Quarterly Dividend from $0.638 per Sh

Exhibit 99.1 Spirit Realty Capital, Inc. Announces Third Quarter of 2022 Financial and Operating Results ? Generated Net Income per Share of $0.54, FFO per Share of $0.93 and AFFO per Share of $0.90 ? ? Increased Common Stock Quarterly Dividend from $0.638 per Share to $0.663 per Share ? ? Invested $268.4 Million in Acquisitions and Revenue-Producing Capital Expenditures ? ? Generated $74.3 Millio

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commi

Note: Data as of or for the quarter ended September 30, 2022. 1Based on ABR. 2Represents corporate-level reporting of revenues of our tenants or their affiliated companies, excluding non-reporting tenants. 3Based on number of transactions. Comprised

Supplemental Investor Presentation NOVEMBER 2022 Q3 2022 Exhibit 99.2 Note: Data as of or for the quarter ended September 30, 2022. 1Based on ABR. 2Represents corporate-level reporting of revenues of our tenants or their affiliated companies, excluding non-reporting tenants. 3Based on number of transactions. Comprised of deals executed with existing tenants or directly with owners or sponsors with

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36004 SPIRIT REALTY CAP

Guaranty dated as of August 22, 2022 filed as Exhibit 10.2 to the Company's Current Report on Form 8-K on August 22, 2022 and incorporated herein by reference.

Exhibit 10.2 GUARANTY THIS GUARANTY dated as of August 22, 2022 (this ?Guaranty?) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a ?Guarantor? and col

1

Exhibit 99.1 Press Release SPIRIT REALTY CAPITAL, INC. ANNOUNCES $800.0 MILLION UNSECURED TERM LOAN FACILITY DALLAS? (BUSINESS WIRE)? Spirit Realty Capital, Inc. (NYSE: SRC) (?Spirit? or the ?Company?), a net-lease real estate investment trust (?REIT?) that invests in single-tenant, operationally essential real estate, today announced that the Company has closed on a new unsecured term loan facili

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2022 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commis

Term Loan Agreement dated as of August 22, 2022 filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on August 22, 2022 and incorporated herein by reference.

Exhibit 10.1 TERM LOAN AGREEMENT Dated as of August 22, 2022 among SPIRIT REALTY, L.P., a Delaware limited partnership, as Borrower, VARIOUS FINANCIAL INSTITUTIONS as Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., CAPITAL ONE, NATIONAL ASSOCIATION, THE HUNTINGTON NATIONAL BANK, MIZUHO BANK, LTD., REGIONS CAPITAL MARKETS, TD BANK, N.A. and TRUIST SECURITI

Underwriting value Forecast and Implied Growth Portfolio and Balance Sheet Strength Rigorous underwriting platform, high-quality diversified portfolio and well capitalized balance sheet delivering value for shareholders Underwriting Methodology, Tool

Q2 2022 Investor Presentation August 2022 Exhibit 99.3 Underwriting value Forecast and Implied Growth Portfolio and Balance Sheet Strength Rigorous underwriting platform, high-quality diversified portfolio and well capitalized balance sheet delivering value for shareholders Underwriting Methodology, Tools and Outcomes Spirit?s underwriting approach Utilizing proprietary tools and underwriting expe

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commiss

TABLE OF CONTENTS Corporate Headquarters 2727 N. Harwood St. Suite 300 Dallas, Texas 75201 Phone: 972-476-1900 www.spiritrealty.com Investor Relations 972-476-1403 [email protected] Transfer Agent American Stock Transfer & Trust Comp

Exhibit 99.2 Supplemental Financial & Operating Information second QUARTER ENDED June 30, 2022 TABLE OF CONTENTS Corporate Headquarters 2727 N. Harwood St. Suite 300 Dallas, Texas 75201 Phone: 972-476-1900 www.spiritrealty.com Investor Relations 972-476-1403 [email protected] Transfer Agent American Stock Transfer & Trust Company, LLC Phone: 866-703-9065 www.amstock.com Please see

Spirit Realty Capital, Inc. Announces Second Quarter of 2022 Financial and Operating Results – Generated Net Income per Share of $0.60, FFO per Share of $0.92 and AFFO per Share of $0.90 – – Invested $416.6 Million in Acquisitions and Revenue-Produci

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Announces Second Quarter of 2022 Financial and Operating Results ? Generated Net Income per Share of $0.60, FFO per Share of $0.92 and AFFO per Share of $0.90 ? ? Invested $416.6 Million in Acquisitions and Revenue-Producing Capital Expenditures ? ? Generated $103.3 Million in Gross Proceeds from Dispositions ? Dallas, TX? August 3, 2022 ?Spir

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36004 SPIRIT REALTY CAPITAL,

Form of Indemnification Agreement of Spirit Realty Capital, Inc. adopted on May 18, 2022.

Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (?Agreement?) is made and entered into as of the day of , 20 , by and between Spirit Realty Capital, Inc., a Maryland corporation (the ?Company?), and (?Indemnitee?). WHEREAS, at the request of the Company, Indemnitee currently serves as a [director][officer] of the Company and may, therefore, be subjected to claims, suits or pr

As filed with the Securities and Exchange Commission on May 20, 2022

As filed with the Securities and Exchange Commission on May 20, 2022 Registration No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2022 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commissio

Filing Fee Table

EX-FILING FEES 4 d263661dexfilingfees.htm EX-FILING FEES Exhibit 107 EX-FILING FEES Form S-8 (Form Type) Spirit Realty Capital, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36004 SPIRIT REALTY CAPITAL

TABLE OF CONTENTS Corporate Headquarters 2727 N. Harwood St. Suite 300 Dallas, Texas 75201 Phone: 972-476-1900 www.spiritrealty.com Investor Relations 972-476-1403 [email protected] Transfer Agent American Stock Transfer & Trust Comp

Supplemental Financial & Operating Information First QUARTER ENDED March 31, 2022 Exhibit 99.

Underwriting value Forecast, Implied Growth and Opportunity Portfolio and Balance Sheet Strength Rigorous underwriting platform, high-quality diversified portfolio and well capitalized balance sheet delivering strong earnings growth Underwriting Meth

Q1 2022 Investor Presentation may 2022 Exhibit 99.3 Underwriting value Forecast, Implied Growth and Opportunity Portfolio and Balance Sheet Strength Rigorous underwriting platform, high-quality diversified portfolio and well capitalized balance sheet delivering strong earnings growth Underwriting Methodology, Tools and Outcomes Underwriting Methodology, Tools & Outcomes Spirit?s underwriting appro

Spirit Realty Capital, Inc. Announces First Quarter of 2022 Financial and Operating Results – Generated Net Income per Share of $0.42, FFO per Share of $0.95 and AFFO per Share of $0.88 – – Invested $511.4 Million in Acquisitions and Revenue-Producin

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Announces First Quarter of 2022 Financial and Operating Results ? Generated Net Income per Share of $0.42, FFO per Share of $0.95 and AFFO per Share of $0.88 ? ? Invested $511.4 Million in Acquisitions and Revenue-Producing Capital Expenditures ? ? Closed on a $1.2 Billion Multicurrency Unsecured Revolving Credit Facility ? ? Issued 6.6 Millio

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commission

Second Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan(2)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Amended and Restated Revolving Credit Agreement among Spirit Realty, L.P., JPMorgan Chase Bank, N.A., as administrative agent and the financial institutions party thereto as lenders from time to time, dated March 30, 2022, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on March 30, 2022 and incorporated herein by reference.

Exhibit 10.1 Execution Version AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of March 30, 2022 among SPIRIT REALTY, L.P., a Delaware limited partnership, as Borrower, VARIOUS FINANCIAL INSTITUTIONS as Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC and TRUIST SECURITIES, INC., as Joint Bookrunners and Joint Lead Arra

Guaranty between Spirit Realty Capital, Inc. and JPMorgan Chase Bank, N.A., and acknowledged by Spirit Realty L.P., dated March 30, 2022, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K on March 30, 2022 and incorporated herein by reference.

Exhibit 10.2 GUARANTY THIS GUARANTY dated as of March 30, 2022 (this ?Guaranty?) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a ?Guarantor? and coll

Regulation FD Disclosure, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (Spirit Realty Capital, Inc.) (Spirit Realty Capital, I

Spirit Realty Capital, Inc. Announces $1.2 Billion Revolving Credit Facility

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Announces $1.2 Billion Revolving Credit Facility Dallas, Texas, March 30, 2022 ? Spirit Realty Capital, Inc. (NYSE: SRC) (?Spirit? or the ?Company?), a net-lease real estate investment trust (?REIT?) that invests in single-tenant, operationally essential real estate, today announced that the Company has closed on a $1.2 billion multicurrency u

Filing Fee Table

Exhibit 107 EX-FILING FEES Form S-8 (Form Type) Spirit Realty Capital, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.05 per s

As filed with the Securities and Exchange Commission on February 22, 2022

As filed with the Securities and Exchange Commission on February 22, 2022 Registration No.

Form of 2012 Incentive Award Plan 2022 Performance Share Award Notice and Agreement

Exhibit 10.8 AMENDED AND RESTATED SPIRIT REALTY CAPITAL, INC. AND SPIRIT REALTY, L.P. 2012 INCENTIVE AWARD PLAN PERFORMANCE SHARE AWARD GRANT NOTICE Spirit Realty Capital, Inc., a Maryland corporation, (together with its successors and assigns, the ?Company?), pursuant to the Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan, as amended from time to

Spirit Realty Capital, Inc. Announces Fourth Quarter of 2021 Financial and Operating Results - Generated Net Income per Share of $0.34, FFO per Share of $0.88 and AFFO per Share of $0.85 - - Invested $487.9 Million in Acquisitions and Revenue-Produci

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Announces Fourth Quarter of 2021 Financial and Operating Results - Generated Net Income per Share of $0.34, FFO per Share of $0.88 and AFFO per Share of $0.85 - - Invested $487.9 Million in Acquisitions and Revenue-Producing Capital Expenditures - - Issued 4.2 Million Shares for Net Proceeds of $197.2 Million - Dallas, TX? February 14, 2022 ?S

List of Issuers of Guaranteed Securities as of December 31, 2021.

Exhibit 22.1 List of Issuers of Guaranteed Securities As of December 31, 2021, the following subsidiary was the issuer of the Senior Unsecured Notes guaranteed by Spirit Realty Capital, Inc.: Name of SubsidiaryJurisdiction of Organization Spirit Realty, L.P.Delaware

TABLE OF CONTENTS Corporate Headquarters 2727 N. Harwood St. Suite 300 Dallas, Texas 75201 Phone: 972-476-1900 www.spiritrealty.com Investor Relations 972-476-1903 [email protected] Transfer Agent American Stock Transfer & Trust Comp

Supplemental Financial & Operating Information FOURTH QUARTER ENDED December 31, 2021 Exhibit 99.

Underwriting value Forecast, Implied Growth and Opportunity Portfolio and Balance Sheet Strength Rigorous underwriting platform, high-quality diversified portfolio and well capitalized balance sheet delivering strong earnings growth Underwriting Meth

Q4 Investor Presentation February 2022 Exhibit 99.3 Underwriting value Forecast, Implied Growth and Opportunity Portfolio and Balance Sheet Strength Rigorous underwriting platform, high-quality diversified portfolio and well capitalized balance sheet delivering strong earnings growth Underwriting Methodology, Tools and Outcomes Underwriting Methodology, Tools & Outcomes Spirit?s underwriting appro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2021 Commission File Number 001-36004 SPIRI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2021 Commission File Number 001-36004 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 20-1676382 (State or other jurisdiction of incorporation or org

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Comm

SRC / Spirit Realty Capital Inc / COHEN & STEERS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 5)* Spirit Realty Capital (Name of Issuer) Common Stock (Title of Class of Securities) 84860W300 (CUSIP Number) December 31, 2021 (Date of Event Which Require

List of Subsidiaries of Spirit Realty Capital, Inc. as of December 31, 2021.

Exhibit 21.1 List of Subsidiaries of Spirit Realty Capital, Inc. as of December 31, 2021 Name of Subsidiary State of Incorporation or Formation Carbonite Merger Sub LLCC Maryland Conwa Equity II, LLC Delaware Conwa Property II, LLC Delaware FRIS CHKN, LLC Delaware Spirit AA Columbia Heights MN, LLC Delaware Spirit AA Duluth MN, LLC Delaware Spirit AA Fergus Falls MN, LLC Delaware Spirit AA Grand F

Director Compensation Program of Spirit Realty Capital, Inc. dated November 17, 2021.

Exhibit 10.19 SPIRIT REALTY CAPITAL, INC. DIRECTOR COMPENSATION PROGRAM Effective November 17, 2021 This Spirit Realty Capital, Inc. (the ?Company?) Director Compensation Program (this ?Program?) is for non-employee directors of the Company (?Directors?). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 I

SRC / Spirit Realty Capital Inc / COHEN & STEERS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 6)* Spirit Realty Capital (Name of Issuer) Common Stock (Title of Class of Securities) 84860W300 (CUSIP Number) January 31, 2022 (Date of Event Which Requires

SRC / Spirit Realty Capital Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Spirit Realty Capital Inc. Title of Class of Securities: REIT CUSIP Number: 84860W300 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

Spirit Realty Capital, Inc. Announces Promotion of Rochelle Thomas to Executive Vice President, General Counsel and Secretary

Press Release Spirit Realty Capital, Inc. Announces Promotion of Rochelle Thomas to Executive Vice President, General Counsel and Secretary Dallas, Texas, January 25, 2022 ? Spirit Realty Capital, Inc. (NYSE: SRC) (?Spirit? or the ?Company?), a premier net lease real estate investment trust (?REIT?) that invests in single-tenant, operationally essential real estate, today announced the promotion o

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2022 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commi

Employment Agreement among Spirit Realty Capital, Inc. and Rochelle Thomas dated January 24, 2022, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K on January 20, 2022 and incorporated herein by reference.

EX-10.2 3 src-ex10243.htm EX-10.2 SPIRIT REALTY CAPITAL, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 24, 2022, is entered into by and between Spirit Realty Capital, Inc., a Maryland corporation (including any successors and/or assigns, the “Company”) and Rochelle Thomas (the “Employee”). RECITALS WHEREAS, the Company employs Employee as Senior Vice P

Second Amended and Restated Employment Agreement, dated January 24, 2022, by and between Spirit Realty Capital, Inc. and Jay Young, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on January 20, 2022 and incorporated herein by reference.

SPIRIT REALTY CAPITAL, INC. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of January 24, 2022, is entered into by and between Spirit Realty Capital, Inc., a Maryland corporation (including any successors and/or assigns, the ?Company?) and Jay Young (the ?Employee?). RECITALS WHEREAS, the Company and the Employee

Confirmation of Registered Forward Transaction, January 14, 2022 by and between Spirit Realty Capital, Inc. and BofA Securities, Inc. (or its affiliate)

EX-1.5 6 d284114dex15.htm EX-1.5 Exhibit 1.5 Execution Version Forward Confirmation Date: January 14, 2022 To: Spirit Realty Capital, Inc. 2727 North Harwood Street, Suite 300 Dallas, Texas 75201 Attention: Chief Financial Officer From: Bank of America, N.A. One Bryant Park New York, New York 10036 Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of

Confirmation of Registered Forward Transaction, dated January 14, 2022, by and between Spirit Realty Capital, Inc. and Morgan Stanley & Co. LLC

Exhibit 1.4 Execution Version Forward Confirmation Date: January 14, 2022 To: Spirit Realty Capital, Inc. 2727 North Harwood Street, Suite 300 Dallas, Texas 75201 Attention: Chief Financial Officer From: Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036-8293 Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered in

Confirmation of Registered Forward Transaction, dated January 13, 2022, by and between Spirit Realty Capital, Inc. and Morgan Stanley & Co. LLC

Exhibit 1.2 Execution Version Forward Confirmation Date: January 13, 2022 To: Spirit Realty Capital, Inc. 2727 North Harwood Street, Suite 300 Dallas, Texas 75201 Attention: Chief Financial Officer From: Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036-8293 Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered in

Confirmation of Registered Forward Transaction, January 13, 2022 by and between Spirit Realty Capital, Inc. and BofA Securities, Inc. (or its affiliates)

Exhibit 1.3 Execution Version Forward Confirmation Date: January 13, 2022 To: Spirit Realty Capital, Inc. 2727 North Harwood Street, Suite 300 Dallas, Texas 75201 Attention: Chief Financial Officer From: Bank of America, N.A. One Bryant Park New York, New York 10036 Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into bet

Underwriting Agreement, dated January 13, 2022, by and among Spirit Realty Capital, Inc., Spirit Realty L.P., and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein, the forward sellers and the forward purchasers named therein

Exhibit 1.1 Execution Copy SPIRIT REALTY CAPITAL, INC. COMMON STOCK ($0.05 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT January 13, 2022 January 13, 2022 MORGAN STANLEY & CO. LLC BOFA SECURITIES, INC. As Representatives of the several Underwriters named in Schedule I hereto MORGAN STANLEY & CO. LLC BOFA SECURITIES, INC. As Forward Sellers MORGAN STANLEY & CO. LLC BANK OF AMERICA, N.A. As Forward Pu

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2022 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commi

CALCULATION OF REGISTRATION FEE Title Of Each Class of Securities To Be Registered Amount To Be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, $0.05 par value per share 9,430,000 $

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-249459 CALCULATION OF REGISTRATION FEE Title Of Each Class of Securities To Be Registered Amount To Be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, $0.05 par value per share 9,430,000 $47.60 $448,868,000 $41,610.06(1) (1) The filing fee of $41,61

6,500,000 shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-249459 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an

Spirit Realty Capital, Inc. Provides 2021 Preliminary Estimates and Announces 2022 Guidance

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Provides 2021 Preliminary Estimates and Announces 2022 Guidance Dallas, Texas, January 10, 2022 ? Spirit Realty Capital, Inc. (NYSE: SRC) (?SRC? or ?Spirit?), a premier net lease real estate investment trust (?REIT?) that invests in single-tenant, operationally essential real estate, provides 2021 preliminary estimates and announces 2022 guida

2022 guidance update 1As of Q3 2021. 2As presented on slide 136 of Spirit’s 2019 Investor Day presentation. 32020 outlook as presented on slide 135 of Spirit’s 2019 Investor Day presentation. 2022 AFFO per share of $3.52 to $3.58 and capital deployme

EX-99.2 3 src-ex9926.htm EX-99.2 Spirit Guidance and Capital Deployment Update January 10, 2022 Exhibit 99.2 2022 guidance update 1As of Q3 2021. 2As presented on slide 136 of Spirit’s 2019 Investor Day presentation. 32020 outlook as presented on slide 135 of Spirit’s 2019 Investor Day presentation. 2022 AFFO per share of $3.52 to $3.58 and capital deployment of $1.3 billion to $1.5 billion 4.0% C

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2022 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commi

SRC / Spirit Realty Capital Inc / COHEN & STEERS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 4)* Spirit Realty Capital (Name of Issuer) Common Stock (Title of Class of Securities) 84860W300 (CUSIP Number) November 30, 2021 (Date of Event Which Require

CALCULATION OF REGISTRATION FEE Title Of Each Class Of Securities To Be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, $0.05 par value per share $500,000,000 $46,350

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-249459 CALCULATION OF REGISTRATION FEE Title Of Each Class Of Securities To Be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, $0.05 par value per share $500,000,000 $46,350 (1) We have previously registered shares of common stock having an aggregate offering price

Equity Distribution Agreement, dated as of November 19, 2021, by and among Spirit Realty Capital, Inc., Spirit Realty, L.P. and BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Fifth Third Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents, principals and/or (except in the case of BTIG, LLC, Capital One Securities, Inc., Fifth Third Securities, Inc. and Stifel, Nicolaus & Company, Incorporated) forward sellers, and Bank of America, N.A., The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Regions Bank, Royal Bank of Canada, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers.

EX-1.1 2 d112880dex11.htm EX-1.1 Exhibit 1.1 SPIRIT REALTY CAPITAL, INC. COMMON STOCK ($0.05 PAR VALUE PER SHARE) EQUITY DISTRIBUTION AGREEMENT November 19, 2021 November 19, 2021 To BofA Securities, Inc. One Bryant Park New York, New York 10036 BTIG, LLC 65 East 55th Street New York, New York 10022 Capital One Securities, Inc. 201 St. Charles Ave, Suite 1830 New Orleans, Louisiana 70170 CIBC Worl

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2021 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (Spirit Realty Capital, Inc.) (Spirit Realty Capital

Articles of Amendment of Spirit Realty Capital, Inc.

SPIRIT REALTY CAPITAL, INC. ARTICLES OF AMENDMENT SPIRIT REALTY CAPITAL, INC., a Maryland corporation (the ?Corporation?), hereby certifies to the State Department of Assessments and Taxation of Maryland (the ?Department?) that: FIRST: The Charter of the Corporation (the ?Charter?) is hereby amended by deleting existing Section 5.1 of existing Article V in its entirety and substituting in lieu the

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Comm

Spirit Realty Capital, Inc. Announces Third Quarter of 2021 Financial and Operating Results - Generated Net Income of $0.32 per Share, FFO of $0.87 per Share and AFFO of $0.84 per Share - - Invested $294.2 Million in Acquisitions and Revenue-Producin

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Announces Third Quarter of 2021 Financial and Operating Results - Generated Net Income of $0.32 per Share, FFO of $0.87 per Share and AFFO of $0.84 per Share - - Invested $294.2 Million in Acquisitions and Revenue-Producing Capital Expenditures - - Issued 4.2 Million Shares for Net Proceeds of $190.9 Million - Dallas, TX? November 2, 2021 ?Spi

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2021 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commi

TABLE OF CONTENTS Corporate Headquarters 2727 N. Harwood St. Suite 300 Dallas, Texas 75201 Phone: 972-476-1900 www.spiritrealty.com Investor Relations 972-476-1903 [email protected] Transfer Agent American Stock Transfer & Trust Comp

EX-99.2 3 src-ex9926.htm EX-99.2 Supplemental Financial & Operating Information third QUARTER ENDED September 30, 2021 Exhibit 99.2 TABLE OF CONTENTS Corporate Headquarters 2727 N. Harwood St. Suite 300 Dallas, Texas 75201 Phone: 972-476-1900 www.spiritrealty.com Investor Relations 972-476-1903 [email protected] Transfer Agent American Stock Transfer & Trust Company, LLC Phone: 86

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36004 SPIRIT REALTY CAP

SRC / Spirit Realty Capital Inc / COHEN & STEERS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 3)* Spirit Realty Capital (Name of Issuer) Common Stock (Title of Class of Securities) 84860W300 (CUSIP Number) July 31, 2021 (Date of Event Which Requires Fi

Q2 2021 Overview Portfolio Data Operational Data Balance Sheet Data $535.4M 36% Top 10 Tenant Concentration1 22% Investment Grade Rated Baa3 Moody’s Annualized Base Rent Top 20 Tenant Concentration1 5.0x / 4.9x2 Adjusted Debt / Annualized Adjusted EB

Q2 2021 Investor Presentation August 2021 Exhibit 99.3 Q2 2021 Overview Portfolio Data Operational Data Balance Sheet Data $535.4M 36% Top 10 Tenant Concentration1 22% Investment Grade Rated Baa3 Moody?s Annualized Base Rent Top 20 Tenant Concentration1 5.0x / 4.9x2 Adjusted Debt / Annualized Adjusted EBITDAre 5.1x Fixed Charge Coverage Ratio Concepts 265 10.1 yrs WALT 99.8% Rent from Unencumbered

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36004 SPIRIT REALTY CAPITAL,

TABLE OF CONTENTS Corporate Headquarters 2727 N. Harwood St. Suite 300 Dallas, Texas 75201 Phone: 972-476-1900 www.spiritrealty.com Investor Relations 972-476-1903 [email protected] Transfer Agent American Stock Transfer & Trust Comp

Supplemental Financial & Operating Information SECOND QUARTER ENDED June 30, 2021 Exhibit 99.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2021 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commiss

Spirit Realty Capital, Inc. Announces Second Quarter of 2021 Financial and Operating Results - Announces Increase in Common Stock Quarterly Dividend from $0.625 per Share to $0.638 per Share - - Generated Net Income of $0.74 per Share, FFO of $1.00 p

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Announces Second Quarter of 2021 Financial and Operating Results - Announces Increase in Common Stock Quarterly Dividend from $0.625 per Share to $0.638 per Share - - Generated Net Income of $0.74 per Share, FFO of $1.00 per Share and AFFO of $0.86 per Share - - Invested $283.7 Million in Acquisitions - Dallas, TX— August 3, 2021 —Spirit Realt

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2021 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36004 SPIRIT REALTY CAPITAL

TABLE OF CONTENTS Corporate Headquarters 2727 N. Harwood St. Suite 300 Dallas, Texas 75201 Phone: 972-476-1900 www.spiritrealty.com Investor Relations 972-476-1903 [email protected] Transfer Agent American Stock Transfer & Trust Comp

Supplemental Financial & Operating Information first QUARTER ENDED March 31, 2021 Exhibit 99.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commission

Q1 2021 Overview Portfolio Data Operational Data Balance Sheet Data $518.1M 37% Top 10 Tenant Concentration1 22% Investment Grade Rated Baa3 Moody’s Annualized Base Rent Top 20 Tenant Concentration1 5.5x / 5.1x2 Adjusted Debt / Annualized Adjusted EB

May 2021 Q1 2021 Investor Presentation Exhibit 99.3 Q1 2021 Overview Portfolio Data Operational Data Balance Sheet Data $518.1M 37% Top 10 Tenant Concentration1 22% Investment Grade Rated Baa3 Moody?s Annualized Base Rent Top 20 Tenant Concentration1 5.5x / 5.1x2 Adjusted Debt / Annualized Adjusted EBITDAre 4.6x Fixed Charge Coverage Ratio Concepts 260 10.1 yrs WALT 99.8% Rent from Unencumbered As

Form of 2021 Performance Share Award Grant Notice and Agreement filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on May 5, 2021 and incorporated herein by reference.

Exhibit 10.1 AMENDED AND RESTATED SPIRIT REALTY CAPITAL, INC. AND SPIRIT REALTY, L.P. 2012 INCENTIVE AWARD PLAN PERFORMANCE SHARE AWARD GRANT NOTICE Spirit Realty Capital, Inc., a Maryland corporation, (together with its successors and assigns, the ?Company?), pursuant to the Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan, as amended from time to

Spirit Realty Capital, Inc. Announces First Quarter of 2021 Financial and Operating Results - Invested $191.5 Million in Acquisitions - - Issued $450.0 Million of 2.10% Senior Unsecured Notes Due 2028 and $350.0 Million of 2.70% Senior Unsecured Note

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Announces First Quarter of 2021 Financial and Operating Results - Invested $191.5 Million in Acquisitions - - Issued $450.0 Million of 2.10% Senior Unsecured Notes Due 2028 and $350.0 Million of 2.70% Senior Unsecured Notes Due 2032 - - Generated Net Loss of $(0.04) per Share, FFO of $0.50 per Share and AFFO of $0.76 per Share - Dallas, TX? Ma

Director Compensation Program of Spirit Realty Capital, Inc. dated May 7, 2020

Exhibit 10.2 Spirit Realty Capital, Inc. Director Compensation Program Effective May 7, 2020 This Spirit Realty Capital, Inc. (the ?Company?) Director Compensation Program (this ?Program?) for non-employee directors of the Company (?Directors?). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive A

Definitive Proxy Statement

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2021 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commiss

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2021 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commissi

Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.3).

Exhibit 5.3 [Letterhead of Richards, Layton & Finger, P.A.] March 3, 2021 Spirit Realty Capital, Inc. 2727 North Harwood Street Suite 300 Dallas, Texas 75201 Re: Spirit Realty, L.P. Ladies and Gentlemen: We have acted as special Delaware counsel for Spirit Realty, L.P., a Delaware limited partnership (the ?Partnership?), and Spirit General OP Holdings, LLC, a Delaware limited liability company (th

Sixth Supplemental Indenture, dated as of March 3, 2021, among Spirit Realty, L.P., as issuer, Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the 2028 Notes and the 2028 Guarantee.

Exhibit 4.2 SPIRIT REALTY, L.P., SPIRIT REALTY CAPITAL, INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE SIXTH SUPPLEMENTAL INDENTURE DATED AS OF MARCH 3, 2021 TO INDENTURE DATED AUGUST 18, 2016 $450,000,000 OF 2.100% SENIOR NOTES DUE 2028 CONTENTS Article I. RELATION TO BASE INDENTURE; DEFINITIONS 1 Section 1.1 Relation to Base Indenture 1 Section 1.2 Definitions 2 Article II. T

Seventh Supplemental Indenture, dated as of March 3, 2021, among Spirit Realty, L.P., as issuer, Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the 2032 Notes and the 2032 Guarantee.

Exhibit 4.3 SPIRIT REALTY, L.P., SPIRIT REALTY CAPITAL, INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE SEVENTH SUPPLEMENTAL INDENTURE DATED AS OF MARCH 3, 2021 TO INDENTURE DATED AUGUST 18, 2016 $350,000,000 OF 2.700% SENIOR NOTES DUE 2032 CONTENTS Article I. RELATION TO BASE INDENTURE; DEFINITIONS 1 Section 1.1 Relation to Base Indenture 1 Section 1.2 Definitions 2 Article II.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2021 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commissi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2021 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Comm

Underwriting Agreement, dated February 22, 2021, between Spirit Realty Capital, Inc., Spirit Realty, L.P. and BofA Securities, Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

Exhibit 1.1 Execution Version SPIRIT REALTY, L.P. as Issuer, and SPIRIT REALTY CAPITAL, INC. as Guarantor $450,000,000 2.100% Senior Notes due 2028 $350,000,000 2.700% Senior Notes due 2032 UNDERWRITING AGREEMENT February 22, 2021 February 22, 2021 BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC 200 Vesey Street New York, New York 10281 Wells Fargo Securitie

CALCULATION OF REGISTRATION FEE Title Of Each Class of Securities To Be Registered Amount To Be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee(1) Spirit Realty, L.P. 2.100% Notes due 2028 $450,0

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-249459 and 333-249459-01 CALCULATION OF REGISTRATION FEE Title Of Each Class of Securities To Be Registered Amount To Be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee(1) Spirit Realty, L.P. 2.100% Notes due 2028 $450,000,000 99.364% $447,138,000.00 $48,782.76 Spir

$ % Notes due 20 $ % Notes due 20

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-249459 and 333-249459-01 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not

Spirit Realty, L.P. $450,000,000 2.100% Senior Notes due 2028 (the “2028 Notes”) $350,000,000 2.700% Senior Notes due 2032 (the “2032 Notes” and, together with the 2028 Notes, the “Notes”) Fully and unconditionally guaranteed by Spirit Realty Capital

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Nos. 333-249459 and 333-249459-01 Spirit Realty, L.P. $450,000,000 2.100% Senior Notes due 2028 (the ?2028 Notes?) $350,000,000 2.700% Senior Notes due 2032 (the ?2032 Notes? and, together with the 2028 Notes, the ?Notes?) Fully and unconditionally guaranteed by Spirit Realty Capital, Inc. February 22, 2021 Term Sheet Issuer: S

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2021 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland (Spirit Realty Capital, Inc.) 001-36004 20-1676382 (S

List of Subsidiaries of Spirit Realty Capital, Inc. as of December 31, 2020.

Exhibit 21.1 Name of Subsidiary State of Incorporation or Formation Spirit 24 Olathe KS, LLC Delaware Spirit AA Columbia Heights MN, LLC Delaware Spirit AA Duluth MN, LLC Delaware Spirit AA Fergus Falls MN, LLC Delaware Spirit AA Grand Forks ND, LLC Delaware Spirit AA Holland MI, LLC Delaware Spirit AA Holland Township MI, LLC Delaware Spirit AA Zeeland MI, LLC Delaware Spirit AF Amarillo TX, LLC

TABLE OF CONTENTS Corporate Headquarters 2727 N. Harwood St. Suite 300 Dallas, Texas 75201 Phone: 972-476-1900 www.spiritrealty.com Investor Relations (972) 476-1903 [email protected] Transfer Agent American Stock Transfer & Trust Co

Supplemental Financial & Operating Information fourth QUARTER ENDED December 31, 2020 Exhibit 99.

Spirit Realty Capital, Inc. Announces Fourth Quarter of 2020 Financial and Operating Results - Invested $436.3 Million in Acquisitions and Revenue Producing Capital Expenditures - - Issued 8.9 Million Shares for Net Proceeds of $310.9 Million - - Gen

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Announces Fourth Quarter of 2020 Financial and Operating Results - Invested $436.3 Million in Acquisitions and Revenue Producing Capital Expenditures - - Issued 8.9 Million Shares for Net Proceeds of $310.9 Million - - Generated Net Income of $0.24 per Share, FFO of $0.73 per Share and AFFO of $0.74 per Share - Dallas, TX— February 19, 2021 —S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2020 Commission File Number

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2020 Commission File Number Spirit Realty Capital, Inc. 001-36004 Spirit Realty, L.P. 333-216815-01 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant a

Q4 2020 Overview Portfolio Data Operational Data Balance Sheet Data $509.6M 37% Top 10 Tenant Concentration1 22% Investment Grade Rated Baa3 Moody’s 0.8% / 1.2% Forward 12 Month Lease Escalations / Forward Same Store Sales Annualized Base Rent Top 20

Q4 2020 Investor Presentation February 2021 Exhibit 99.3 Q4 2020 Overview Portfolio Data Operational Data Balance Sheet Data $509.6M 37% Top 10 Tenant Concentration1 22% Investment Grade Rated Baa3 Moody’s 0.8% / 1.2% Forward 12 Month Lease Escalations / Forward Same Store Sales Annualized Base Rent Top 20 Tenant Concentration1 5.3x / 5.0x2 Adjusted Debt / Annualized Adjusted EBITDAre 4.4x Fixed C

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2021 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (Spirit Realty Capital, Inc.) (S

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Spirit Realty Capital Inc. Title of Class of Securities: REIT CUSIP Number: 84860W300 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

Spirit Realty Capital, Inc. Provides Update on Rent Collections, Capital Deployment and Equity Issuance

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Provides Update on Rent Collections, Capital Deployment and Equity Issuance Dallas, Texas, December 3, 2020 – Spirit Realty Capital, Inc. (NYSE: SRC) (“Spirit” or the “Company”), a net lease real estate investment trust (“REIT”) that invests in single-tenant, operationally essential real estate, today provided an update on rent collections, ca

Regulation FD Disclosure - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland (Spirit Realty Capital, Inc.) 001-36004 20-1676382 (Sp

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland 20-1676382 (Spirit Realty Capital, Inc.) 001-36004 (S

Equity Distribution Agreement, dated as of November 24, 2020, by and among Spirit Realty Capital, Inc., Spirit Realty, L.P. and BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Fifth Third Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents, principals and/or (except in the case of BTIG, LLC, Capital One Securities, Inc., Fifth Third Securities, Inc., Regions Securities LLC, Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc.) forward sellers, and Bank of America, N.A., The Bank of Nova Scotia, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada and Wells Fargo Bank, National Association, as forward purchasers.

EX-1.1 Exhibit 1.1 EXECUTION VERSION SPIRIT REALTY CAPITAL, INC. COMMON STOCK ($0.05 PAR VALUE PER SHARE) EQUITY DISTRIBUTION AGREEMENT November 24, 2020 November 24, 2020 To BofA Securities, Inc. One Bryant Park New York, New York 10036 BTIG, LLC 65 East 55th Street New York, New York 10022 Capital One Securities, Inc. 201 St. Charles Ave, Suite 1830 New Orleans, Louisiana 70170 Fifth Third Secur

CALCULATION OF REGISTRATION FEE Title Of Each Class Of Securities To Be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, $0.05 par value per share $500,000,000 $54,550

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No.

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland 20-1676382 (Spirit Realty Capital, Inc.) 001-36004 (Sp

Amendment No. 2 to Amended and Restated Equity Distribution Agreement, dated November 3, 2020, by and among Spirit Realty Capital, Inc., Spirit Realty, L.P., Truist Securities, Inc., BTIG, LLC, BofA Securities, Inc., Capital One Securities, Inc., Fifth Third Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated and Wells Fargo Securities, LLC, as sales agents, and Bank of America, N.A., The Bank of Nova Scotia, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada and Wells Fargo Bank, National Association, as forward purchasers

EX-1.1 Exhibit 1.1 Execution Version SPIRIT REALTY CAPITAL, INC. COMMON STOCK (PAR VALUE $0.05 PER SHARE) AMENDMENT NO. 2 TO AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT November 3, 2020 AMENDMENT NO. 2 TO AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT AMENDMENT NO. 2, dated as of the 3rd day of November, 2020 (the “Amendment No. 2”), by and among Spirit Realty Capital, Inc., a Maryland

CALCULATION OF REGISTRATION FEE Title Of Each Class Of Securities To Be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, $0.05 par value per share $234,750,733 —

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number Spirit Realty Capital, Inc.

Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland (Spirit Realty Capital, Inc.) 001-36004 20-1676382 (Sp

Actions taken during the pandemic Please see Appendix at the back of this presentation for Reporting Definitions and Explanations used throughout this presentation and a disclosure regarding Forward-Looking Statements. Transparency and Communication

November 2020 Q3 2020 Investor Presentation Exhibit 99.3 Actions taken during the pandemic Please see Appendix at the back of this presentation for Reporting Definitions and Explanations used throughout this presentation and a disclosure regarding Forward-Looking Statements. Transparency and Communication Provided timely and robust disclosures regarding portfolio health, including several investor

Q3 2020 Highlights 3 Q3 2020 Overview 4 Consolidated Balance Sheets 5 Consolidated Statements of Operations 6 Funds and Adjusted Funds from Operations (FFO / AFFO) 7 Other Non-GAAP Reconciliations 8 Debt Summary and Market Capitalization 9 Net Asset

Supplemental Financial & Operating Information third QUARTER ENDED September 30, 2020 Exhibit 99.

Spirit Realty Capital, Inc. Announces Third Quarter of 2020 Financial and Operating Results - Collected 90% of Third Quarter 2020 Base Rent and 93% of October 2020 Base Rent - - Invested $215.3 Million in Acquisitions and Revenue Producing Capital Ex

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Announces Third Quarter of 2020 Financial and Operating Results - Collected 90% of Third Quarter 2020 Base Rent and 93% of October 2020 Base Rent - - Invested $215.3 Million in Acquisitions and Revenue Producing Capital Expenditures - - Issued $450.0 Million of 3.20% Senior Unsecured Notes Due 2031 - Generated Net Income of $0.11 per Share, FF

Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank, National Association (Form T-1)

EX-25.2 Exhibit 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 (I.R.S. Employe

- S-3ASR

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on October 13, 2020 Registration Nos.

Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.3)

EX-5.3 Exhibit 5.3 [Letterhead of Richards, Layton & Finger, P.A.] October 13, 2020 Spirit Realty Capital, Inc. 2727 North Harwood Street Suite 300 Dallas, Texas 75201 Re: Spirit Realty, L.P. Ladies and Gentlemen: We have acted as special Delaware counsel for Spirit Realty, L.P., a Delaware limited partnership (the “Partnership”), and Spirit General OP Holdings, LLC, a Delaware limited liability c

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland (Spirit Realty Capital, Inc.) 001-36004 20-1676382 (S

Q3 Quarter-to-Date 2020 Update

September Investor Presentation Exhibit 99.1 Q3 Quarter-to-Date 2020 Update Rent Collection update Note: All ratios represent percentage of total Base Rent for such period and such category collected. All tenant updates are based on available information as of September 8, 2020. 1August Base Rent is $39.3M. August collections include a minimal amount that is expected to be received and could furth

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (Spirit Realty Capital, Inc.) (Spir

Fifth Supplemental Indenture, dated as of August 6, 2020, among Spirit Realty, L.P., as issuer, Spirit Realty Capital, Inc., as guarantor and U.S. Bank National Association, as trustee, including the form of the Notes and the Guarantee, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K on August 6, 2020 and incorporated herein by reference.

EX-4.2 Exhibit 4.2 SPIRIT REALTY, L.P., SPIRIT REALTY CAPITAL, INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FIFTH SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 6, 2020 TO INDENTURE DATED AUGUST 18, 2016 $450,000,000 OF 3.200% NOTES DUE 2031 CONTENTS Article I. RELATION TO BASE INDENTURE; DEFINITIONS 1 Section 1.1 Relation to Base Indenture 1 Section 1.2 Definitions 2 Article II.

Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.3).

EX-5.3 Exhibit 5.3 [Letterhead of Richards, Layton & Finger, P.A.] August 6, 2020 Spirit Realty Capital, Inc. 2727 North Harwood Street Suite 300 Dallas, Texas 75201 Re: Spirit Realty, L.P. Ladies and Gentlemen: We have acted as special Delaware counsel for Spirit Realty, L.P., a Delaware limited partnership (the “Partnership”), and Spirit General OP Holdings, LLC, a Delaware limited liability com

Underwriting Agreement, dated August 3, 2020, between Spirit Realty Capital, Inc., Spirit Realty, L.P. and Truist Securities, Inc., J.P. Morgan Securities LLC, Fifth Third Securities, Inc., Regions Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 Execution Version SPIRIT REALTY, L.P. as Issuer, and SPIRIT REALTY CAPITAL, INC. as Guarantor $450,000,000 3.200% Senior Notes due 2031 UNDERWRITING AGREEMENT August 3, 2020 August 3, 2020 Truist Securities, Inc. 3333 Peachtree Road NE Atlanta, Georgia 30326 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Fifth Third Securities, Inc. 38 Fountain Square Pla

CALCULATION OF REGISTRATION FEE Title Of Each Class of Securities To Be Registered Amount To Be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee(1) Spirit Realty, L.P. 3.200% Notes due 2031 $450,0

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-220618 and 333-220618-01 CALCULATION OF REGISTRATION FEE Title Of Each Class of Securities To Be Registered Amount To Be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee(1) Spirit Realty, L.P. 3.200% Notes due 2031 $450,000,000 99.002% $445,509,000 $57,827.07 Spirit

Q2’20 AND JULY BASE RENT DETAIL 1 1 Q2 Base Rent July Base Rent Deferrals Deferrals 2 2 Recognized Recognized 19.1% 11.0% Deferrals Deferrals Base Rent 2 2 Unrecognized Base Rent Unrecognized Base Rent Base Rent Uncollected Collected Collected Uncoll

EX-99.1 Exhibit 99.1 RENT COLLECTION UPDATE July 2020 Collection Q2 2020 Collection 75% 85% 1 1 of Q2 Base Rent of July Base Rent Entire Portfolio Top 10 Tenants Top 20 Tenants Public April 77.6 % 100.0 % 92.7 % 89.2 % May 70.7 % 78.3 % 78.8 % 89.1 % June 76.7 % 84.8 % 81.9 % 89.6 % 1 Q2 75.0 % 87.7 % 84.5 % 89.3 % 1 July 85.0 % 100.0 % 95.0 % 92.6 % Note: All ratios represent percentage of total

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (Spirit Realty Capital, Inc.) (Spir

$ % Notes due 20

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-220618 and 333-220618-01 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not

Spirit Realty, L.P. $450,000,000 3.200% Senior Notes due 2031 (the “Notes”) Fully and unconditionally guaranteed by Spirit Realty Capital, Inc. August 3, 2020 Term Sheet Issuer: Spirit Realty, L.P. Guarantor: Spirit Realty Capital, Inc. Security: 3.2

FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Nos. 333-220618 and 333-220618-01 Spirit Realty, L.P. $450,000,000 3.200% Senior Notes due 2031 (the “Notes”) Fully and unconditionally guaranteed by Spirit Realty Capital, Inc. August 3, 2020 Term Sheet Issuer: Spirit Realty, L.P. Guarantor: Spirit Realty Capital, Inc. Security: 3.200% Senior Notes due 2031 Expected Rating

Amendment No. 1 to Term Loan Agreement among Spirit Realty, L.P., JPMorgan Chase Bank, N.A., as administrative agent and the financial institutions party thereto as lenders from time to time, dated May 5, 2020.

Exhibit 10.3 AMENDMENT NO. 1 TO TERM LOAN AGREEMENT This AMENDMENT NO. 1 TO TERM LOAN AGREEMENT, dated as of April 10, 2020 (this “Amendment No. 1”), is by and among SPIRIT REALTY, L.P., a Delaware limited partnership (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (the “Administrative Agent”), the Lenders party hereto, and REGIONS BANK (the

Spirit Realty Capital, Inc. Announces Second Quarter of 2020 Financial and Operating Results - Collected 75% of Second Quarter 2020 Base Rent and 85% of July 2020 Base Rent - - Entered Forward Contract to Issue 9.2 Million Shares at $37.35 per Share

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Announces Second Quarter of 2020 Financial and Operating Results - Collected 75% of Second Quarter 2020 Base Rent and 85% of July 2020 Base Rent - - Entered Forward Contract to Issue 9.2 Million Shares at $37.35 per Share - - Raised $400 Million Under Unsecured Term Loan Facility - - Generated Net Loss of $(0.03) per Share, FFO of $0.68 per Sh

Q2 2020 Highlights 3 Q2 2020 Overview 4 Consolidated Balance Sheets 5 Condensed Consolidated Statements of Operations 6 Funds and Adjusted Funds from Operations (FFO / AFFO) 7 Other Non-GAAP Reconciliations 8 Debt Summary and Market Capitalization 9

Supplemental Financial & Operating Information Second QUARTER ENDED June 30, 2020 Exhibit 99.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland (Spirit Realty Capital, Inc.) 001-36004 20-1676382 (Spiri

Amendment No. 2 to Term Loan Agreement among Spirit Realty, L.P., JPMorgan Chase Bank, N.A., as administrative agent and the financial institutions party thereto as lenders from time to time, dated May 5, 2020.

Exhibit 10.4 AMENDMENT NO. 2 TO TERM LOAN AGREEMENT This AMENDMENT NO. 2 TO TERM LOAN AGREEMENT, dated as of May 5, 2020 (this “Amendment No. 2”), is by and among SPIRIT REALTY, L.P., a Delaware limited partnership (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (the “Administrative Agent”), and FIFTH THIRD BANK, NATIONAL ASSOCIATION (the “Ne

Amendment No. 3 to Term Loan Agreement among Spirit Realty, L.P., JPMorgan Chase Bank, N.A., as administrative agent and the financial institutions party thereto as lenders from time to time, dated May 5, 2020.

Exhibit 10.5 AMENDMENT NO. 3 TO TERM LOAN AGREEMENT This AMENDMENT NO. 3 TO TERM LOAN AGREEMENT, dated as of June 5, 2020 (this “Amendment No. 3”), is by and among SPIRIT REALTY, L.P., a Delaware limited partnership (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (the “Administrative Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “N

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number Spirit Realty Capital, Inc. 001-

Q2 and July Update

Q2 2020 Investor Presentation JULY 2020 Exhibit 99.3 Q2 and July Update Rent collection update Note: All ratios represent percentage of total Base Rent for such period and such category collected. Percentages may include immaterial rounding in certain instances. All tenant updates are based on available information as of July 27, 2020. 1Base Rent in Q2 and July 2020 is $117.4M and $39.3M, respecti

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland (Spirit Realty Capital, Inc.) 001-36004 20-1676382 (Spirit

Spirit Realty Capital, Inc. Provides Rent Update and Schedules Second Quarter 2020 Earnings Release and Conference Call - April rent collection increased 17% since April 13th communications - - May rent collection increased 5% since NAREIT Investor P

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Provides Rent Update and Schedules Second Quarter 2020 Earnings Release and Conference Call - April rent collection increased 17% since April 13th communications - - May rent collection increased 5% since NAREIT Investor Presentation June 2020 - - June and second quarter rent collections reached approximately 75% as of July 8th - DALLAS—(BUSIN

Confirmation of Registered Forward Transaction, dated June 8, 2020, by and between Spirit Realty Capital, Inc. and JPMorgan Chase Bank, National Association.

EX-1.2 Exhibit 1.2 Execution Version Forward Confirmation Date: June 8, 2020 To: Spirit Realty Capital, Inc. 2727 North Harwood Street, Suite 300 Dallas, Texas 75201 Attention: Chief Financial Officer From: JPMorgan Chase Bank, National Association 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Tr

Underwriting Agreement, dated June 8, 2020, by and among Spirit Realty Capital, Inc., Spirit Realty L.P., and J.P. Morgan Securities LLC and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters named therein, J.P. Morgan Securities LLC, in its capacity as a forward seller, and JPMorgan Chase Bank, National Association, in its capacity as a forward purchaser.

EX-1.1 Exhibit 1.1 Execution Copy SPIRIT REALTY CAPITAL, INC. COMMON STOCK ($0.05 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT June 8, 2020 June 8, 2020 J.P. MORGAN SECURITIES LLC SUNTRUST ROBINSON HUMPHREY, INC. As Representatives of the several Underwriters named in Schedule I hereto J.P. MORGAN SECURITIES LLC As Forward Seller JPMORGAN CHASE BANK, NATIONAL ASSOCIATION As Forward Purchaser c/o J.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (Spirit Realty Capital, Inc.) (Spirit

CALCULATION OF REGISTRATION FEE Title Of Each Class of Securities To Be Registered Amount To Be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, $0.05 par value per share 9,200,000 $

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Statement No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2020 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (State or other jurisdiction of incorporation) (Commissio

Joint book-running managers J.P. Morgan SunTrust Robinson Humphrey

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland 001-36004 20-1676382 (Spirit Realty Capital, Inc.) (Spirit

Q2 2020 Update

NAREIT Investor Presentation June 2020 Exhibit 99.1 Q2 2020 Update Impact of states reopening Source: Open Table, Google Data, Geopath (originally the Traffic Audit Bureau for Media Measurement Incorporated) and earnings transcripts. Note: Results in states that recently reopened may not be indicative of results that may occur in other states. Reservations, mobility and traffic patterns in the ide

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland (Spirit Realty Capital, Inc.) 001-36004 20-1676382 (Spirit

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number Spirit Realty Capital, Inc. 001

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland (Spirit Realty Capital, Inc.) 001-36004 20-1676382 (Spirit

Spirit Realty Capital, Inc. Announces First Quarter of 2020 Financial and Operating Results - Invested $213.4 Million in Acquisitions and Revenue Producing Capital Expenditures - - Generated Net Loss of $(0.18) per Share, FFO of $0.72 per Share and A

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Announces First Quarter of 2020 Financial and Operating Results - Invested $213.4 Million in Acquisitions and Revenue Producing Capital Expenditures - - Generated Net Loss of $(0.18) per Share, FFO of $0.72 per Share and AFFO of $0.78 per Share - - Collected Approximately 70% of April 2020 Contractual Rent - Dallas, TX— May 5, 2020 —Spirit Rea

Federal Income Tax Considerations

Exhibit 99.1 This discussion supersedes and replaces (i) the discussion under the heading “Federal Income Tax Considerations” in the prospectus dated September 25, 2017 (the “Base Prospectus”), which is a part of Spirit Realty Corporation’s (the “Company’s”) and Spirit Realty, L.P.’s (the “operating partnership’s”) Registration Statement on Form S-3 (File Nos. 333-220618 and 333-220618-01) filed w

Q1 2020 Highlights 3 Q1 2020 Overview 4 Consolidated Balance Sheets 5 Condensed Consolidated Statements of Operations 6 Funds and Adjusted Funds from Operations (FFO / AFFO) 7 Other Non-GAAP Reconciliations 8 Debt Summary and Market Capitalization 9

Supplemental Financial & Operating Information FIRST QUARTER ENDED March 31, 2020 Exhibit 99.

Schedule 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SPIRIT REALTY CAPITAL, INC. PROVIDES APRIL RENT UPDATE

Exhibit 99.1 Press Release SPIRIT REALTY CAPITAL, INC. PROVIDES APRIL RENT UPDATE DALLAS—(BUSINESS WIRE)—April 22, 2020—Spirit Realty Capital, Inc. (NYSE: SRC) (“Spirit” or the “Company”) today provided an update on April tenant rent payments. As of April 22, 2020, Spirit expects to receive 69% of April rent payments by the end of the month. “As we stated on our preliminary first quarter 2020 earn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2020 SPIRIT REALTY CAPI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland (Spirit Realty Capital, Inc.) 001-36004 20-1676382 (Spir

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland (Spirit Realty Capital, Inc.) 001-36004 20-1676382 (Spir

STATEMENT REGARDING PRELIMINARY Q1 2020 ESTIMATES Unless otherwise indicated or unless the context requires otherwise, all references in this presentation to “Spirit,” “our company,” “we,” “us,” or “our” refer to Spirit Realty Capital, Inc., together

Spirit Business Update April 2020 Exhibit 99.2 STATEMENT REGARDING PRELIMINARY Q1 2020 ESTIMATES Unless otherwise indicated or unless the context requires otherwise, all references in this presentation to “Spirit,” “our company,” “we,” “us,” or “our” refer to Spirit Realty Capital, Inc., together with its consolidated subsidiaries, including Spirit Realty, L.P. This presentation contains estimates

STATEMENT REGARDING PRELIMINARY Q1 2020 ESTIMATES Unless otherwise indicated or unless the context requires otherwise, all references in this presentation to “Spirit,” “our company,” “we,” “us,” or “our” refer to Spirit Realty Capital, Inc., together

Spirit Business Update April 2020 Exhibit 99.1 STATEMENT REGARDING PRELIMINARY Q1 2020 ESTIMATES Unless otherwise indicated or unless the context requires otherwise, all references in this presentation to “Spirit,” “our company,” “we,” “us,” or “our” refer to Spirit Realty Capital, Inc., together with its consolidated subsidiaries, including Spirit Realty, L.P. This presentation contains estimates

Spirit Realty Capital, Inc. Announces First Quarter of 2020 Preliminary Financial and Operating Results - Invested $213.4 Million in Acquisitions and Revenue Producing Capital Expenditures - - Estimated Net Loss of $(0.17) – $(0.19) per Share, Estima

Exhibit 99.1 Press Release Spirit Realty Capital, Inc. Announces First Quarter of 2020 Preliminary Financial and Operating Results - Invested $213.4 Million in Acquisitions and Revenue Producing Capital Expenditures - - Estimated Net Loss of $(0.17) – $(0.19) per Share, Estimated FFO of $0.71 - $0.73 per Share and Estimated AFFO of $0.77 - $0.79 per Share - - Issued 0.4 Million Shares for Gross Pr

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2020 SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Maryland (Spirit Realty Capital, Inc.) 001-36004 20-1676382 (Sp

Term Loan Agreement among Spirit Realty, L.P., JPMorgan Chase Bank, N.A., as administrative agent and the financial institutions party thereto as lenders from time to time, dated April 2, 2020, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on April 7, 2020 and incorporated herein by reference.

Exhibit 10.1 EXECUTION VERSION TERM LOAN AGREEMENT Dated as of April 2, 2020 among SPIRIT REALTY, L.P., a Delaware limited partnership, as Borrower various financial institutions, as Lenders and JPMORGAN CHASE BANK, N.A., as Administrative Agent TRUIST BANK, as Syndication Agent jpmorgan chase bank, n.a., as Joint Lead Arranger and Sole Bookrunner SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Ar

Guaranty between Spirit Realty Capital, Inc. and JPMorgan Chase Bank, N.A, and acknowledged by Spirit Realty, L.P., dated April 2, 2020, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K on April 7, 2020 and incorporated herein by reference.

EX-10.2 3 src-ex10245.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION GUARANTY THIS GUARANTY dated as of April 2, 2020 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together

SPIRIT REALTY CAPITAL, INC. ANNOUNCES $200 MILLION UNSECURED TERM LOAN FACILITY

Exhibit 99.1 Press Release SPIRIT REALTY CAPITAL, INC. ANNOUNCES $200 MILLION UNSECURED TERM LOAN FACILITY DALLAS—(BUSINESS WIRE)—April 6, 2020—Spirit Realty Capital, Inc. (NYSE: SRC) (“Spirit” or the “Company”), a net-lease real estate investment trust (REIT) that invests in single-tenant, operationally essential real estate, today announced that the Company has closed on a new $200 million unsec