Item 8.01. Other Events.

On January 13, 2022, the Company entered into (a) forward sale agreements (the "initial forward sale agreements") with each of Morgan Stanley & Co. LLC and BofA Securities, Inc. (or affiliates thereof) (in such capacity, the "forward purchasers"), and (b) together with the operating partnership, an underwriting agreement (the "underwriting agreement") with Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (collectively, the "underwriters"), the forward purchasers and the forward sellers referred to below, relating to the forward issuance and sale of up to 9,430,000 shares (including 1,230,000 shares that the underwriters have the option to purchase) of our common stock at a public offering price of $47.60 per share (the "offering"). On January 14, 2022, in connection with the exercise in full of the underwriters' option to purchase additional shares, the Company entered into additional forward sale agreements (together with the initial forward sale agreements, the "forward sale agreements") with each of the forward purchasers.

On January 19, 2022, the forward purchasers or their affiliates borrowed and sold (in such capacity, the "forward sellers") an aggregate of 9,430,000 shares of our common stock, including the 1,230,000 shares in connection with the underwriters' exercise of their option to purchase additional shares, to the underwriters in connection with the closing of the offering. We intend (subject to our right to elect cash or net share settlement subject to certain conditions) to deliver, upon physical settlement of the forward sale agreements on one or more dates specified by us occurring no later than July 13, 2023, an aggregate of 9,430,000 shares of our common stock to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price less the underwriting discount, subject to certain adjustments as provided in the forward sale agreements.

The shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to our effective shelf registration statement on Form S-3 (File Nos. 333-249459 and 333-249459-01). Copies of the underwriting agreement and the forward sale agreements are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibits.

In connection with the filing of the prospectus supplement, we are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of our counsel, Ballard Spahr LLP, regarding certain Maryland law issues regarding our common stock.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.                                    Description

 1.1          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

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

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

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

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

 5.1          Opinion of Ballard Spahr LLP.

23.1          Consent of Ballard Spahr LLP (included in Exhibit 5.1).

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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