ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On March 2, 2021, the Compensation Committee of the Board of Directors of Spirit Realty Capital, Inc. (the "Company") approved the form of agreement for performance shares granted to each of the Company's named executive officers and recommended to the Board of Directors approval of the form of agreement for Jackson Hsieh, President and Chief Executive Officer, which the Board approved on March 3, 2021. The terms and conditions of the performance share awards are substantially similar to those granted in 2020, except that each named executive officer is eligible to vest in 0% - 375% of the target performance shares based on the achievement of total shareholder return goals.

The foregoing summary of the performance share awards does not purport to be complete and is qualified in its entirety by reference to Form of Performance Share Award, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 2021.

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