# Four Corners Property Trust, Inc. (FCPT)

Informational only - not investment advice.

CIK: 0001650132
SIC: 6798 Real Estate Investment Trusts
SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Holding And Other Investment Offices](/major-group/67/) > [SIC 6798 Real Estate Investment Trusts](/industry/6798/)
Latest 10-K filed: 2026-02-12
SEC page: https://www.sec.gov/edgar/browse/?CIK=1650132
Filing source: https://www.sec.gov/Archives/edgar/data/1650132/000119312526048898/fcpt-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 294132000 | USD | 2025 | 2026-02-12 |
| Net income | 112364000 | USD | 2025 | 2026-02-12 |
| Assets | 2920726000 | USD | 2025 | 2026-02-12 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001650132.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 33,456,000 |  | 133,209,000 |  | 160,233,000 | 170,944,000 | 199,378,000 | 223,194,000 | 250,606,000 | 268,073,000 | 294,132,000 |
| Net income |  | 156,809,000 | 71,394,000 | 82,398,000 | 72,616,000 | 77,332,000 | 85,581,000 | 97,772,000 | 95,340,000 | 100,473,000 | 112,364,000 |
| Diluted EPS |  | 2.63 | 1.18 | 1.28 | 1.06 | 1.08 | 1.11 | 1.20 | 1.07 | 1.07 | 1.09 |
| Assets |  | 937,151,000 | 1,068,659,000 | 1,343,098,000 | 1,446,070,000 | 1,668,179,000 | 1,902,980,000 | 2,198,587,000 | 2,451,634,000 | 2,653,026,000 | 2,920,726,000 |
| Liabilities |  | 467,034,000 | 546,391,000 | 644,134,000 | 719,329,000 | 823,678,000 | 939,088,000 | 1,060,277,000 | 1,191,771,000 | 1,202,236,000 | 1,290,887,000 |
| Stockholders' equity |  | 470,117,000 | 522,268,000 | 698,964,000 | 726,741,000 | 844,501,000 | 963,892,000 | 1,138,310,000 | 1,259,863,000 | 1,450,790,000 | 1,629,839,000 |
| Cash and cash equivalents |  | 26,643,000 | 64,466,000 | 92,041,000 | 5,083,000 | 11,064,000 | 6,300,000 | 26,296,000 | 16,322,000 | 4,081,000 | 12,144,000 |
| Net margin |  |  | 53.60% |  | 45.32% | 45.24% | 42.92% | 43.81% | 38.04% | 37.48% | 38.20% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001650132.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 0.35 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 0.30 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 0.27 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 60,688,000 | 23,625,000 | 0.27 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 64,839,000 | 24,161,000 | 0.27 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 65,143,000 | 24,429,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 66,467,000 | 24,044,000 | 0.26 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 66,479,000 | 24,672,000 | 0.27 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 66,791,000 | 25,581,000 | 0.27 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 68,336,000 | 26,176,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 71,476,000 | 26,156,000 | 0.26 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 72,842,000 | 27,924,000 | 0.28 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 74,149,000 | 28,845,000 | 0.28 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 75,665,000 | 29,439,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 78,166,000 | 30,334,000 | 0.28 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
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- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1650132/000119312526197581/fcpt-20260331.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-04-30
Report date: 2026-03-31

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

Forward-Looking Statements

Statements contained in this Quarterly Report on Form 10-Q, including the documents that are incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Also, when Four Corners Property Trust, Inc. (the “Company”) uses any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, Four Corners Property Trust, Inc. is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements. Certain factors that could cause actual results or events to differ materially from those anticipated or projected are described in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission.

Given these uncertainties, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Quarterly Report on Form 10-Q or any document incorporated herein by reference. Four Corners Property Trust, Inc. undertakes no obligation to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and related notes included in the Annual Report on Form 10-K of Four Corners Property Trust, Inc. for the year ended December 31, 2025. Any references to “FCPT,” “the Company,” “we,” “us,” or “our” refer to Four Corners Property Trust, Inc. as an independent, publicly traded, self-administered company.

All filings we make with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K, this and other quarterly reports on Form 10-Q, and our current reports on Form 8-K, and any amendments to those reports are available for free on our website, www.fcpt.com, as soon as reasonably practicable after they are filed with, or furnished to, the SEC. We do not intend our website to be an active link or to otherwise incorporate the information contained on our website into this report or other filings with the SEC. However, we use our website as a routine channel of distribution of company information, including press releases, presentations and supplemental information, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website in addition to following press releases, SEC filings and public conference calls and webcasts. Our filings can also be obtained for free on the SEC’s Internet website at www.sec.gov. We are providing our website address solely for the information of investors.

Overview

We are a Maryland corporation and a real estate investment trust (“REIT”) which owns, acquires and leases properties for use in the restaurant and retail industries. Substantially all of our business is conducted through Four Corners Operating Partnership, LP (“FCPT OP”), a Delaware limited partnership of which we are a majority limited partner and our wholly owned subsidiary, Four Corners GP, LLC (“FCPT GP”), is its sole general partner. We believe that we have operated in conformity with the requirements for qualification and taxation as a REIT for the taxable year ended December 31, 2025, and we intend to continue to operate in a manner that will enable us to maintain our qualification as a REIT.

Our revenues are primarily generated by leasing properties to tenants through net lease arrangements under which the tenants are primarily responsible for ongoing costs relating to the properties, including utilities, property taxes, insurance, common area maintenance charges, and maintenance and repair costs. We focus on income producing properties leased to high quality tenants in major markets across the United States. We also generate revenues by operating seven LongHorn Steakhouse restaurants located in the San Antonio, Texas area (the “Kerrow Restaurant Operating Business”) pursuant to franchise agreements with Darden Restaurants, Inc., (together with its consolidated subsidiaries “Darden”).

In addition to managing our existing properties, our strategy includes investing in additional restaurant and retail properties to grow and diversify our existing portfolio. We expect this acquisition strategy will decrease our reliance on higher tenant concentrations and help us gain exposure to non-restaurant retail properties over time. We intend to purchase properties that are well located, occupied by durable concepts, with creditworthy tenants whose operating cash flows are expected to meaningfully exceed their lease payments to us. We seek to improve the probability of successful tenant renewal at the end of initial lease terms by acquiring properties that have high levels of operator profitability compared to rent payments and have absolute rent levels that generally reflect market rates.

During the three months ended March 31, 2026, FCPT acquired 10 properties for a total investment value of $26.8 million, including transaction costs. These properties are 100% occupied under net leases with a weighted average remaining lease term of 10.0 years.

At March 31, 2026, our lease portfolio had the following characteristics:

•
1,313 properties located in 48 states and representing an aggregate leasable area of 8.8 million square feet;

•
99.6% occupancy (based on leasable square footage);

25

•
An average remaining lease term of 6.7 years (weighted by annualized base rent);

•
An average annual rent escalation of 1.5% through December 31, 2030 (weighted by annualized base rent);

•
99.7% of the contractual base rent collected for the three months ended March 31, 2026; and

•
52% investment-grade tenancy (weighted by annualized base rent).

Analysis of Results of Operations

The following discussion includes the results of our operations for the three months ended March 31, 2026 and 2025 as summarized in the table below:

Three Months Ended

 March 31,

(In thousands)

2026

2025

Revenues:

Rental revenue

$

69,813

$

63,482

Restaurant revenue

8,353

7,994

Total revenues

78,166

71,476

Operating expenses:

General and administrative

7,485

7,639

Depreciation and amortization

16,186

14,429

Property expenses

3,375

3,265

Restaurant expenses

7,877

7,555

Total operating expenses

34,923

32,888

Interest expense

(13,121

)

(12,731

)

Other income

342

392

Income tax expense

(98

)

(63

)

Net income

30,366

26,186

Net income attributable to noncontrolling interest

(32

)

(30

)

Net Income Attributable to Common Shareholders

$

30,334

$

26,156

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

During the three months ended March 31, 2026 and 2025, we operated in two segments: real estate operations and restaurant operations. Our real estate operations generate rental income from leases primarily with restaurant brands, which we recognize on a straight-line basis to include the effect of base rent escalators. Our restaurant operations generate restaurant revenue from operating seven LongHorn Steakhouse restaurants.

Real Estate Operations

Rental Revenue

Rental revenue increased $6.3 million, or 10%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This change was due primarily to the acquisition of 92 leased properties during the year-over-year period from April 1, 2025 through March 31, 2026. During the three months ended March 31, 2026, we recognized variable lease revenue, including costs paid by the lessor and reimbursed by the lessees, within rental revenue of $2.8 million as compared to $2.7 million during the three months ended March 31, 2025. These amounts are also recognized in property expenses.

We recognize rental income on a straight-line basis to include the effect of base rent escalators, and free rent periods, if any.

General and Administrative Expense

General and administrative expense is comprised of costs associated with personnel, office rent, legal, accounting, information technology, and other professional and administrative services in association with our real estate operations, our REIT structure and public company reporting requirements. General and administrative expenses decreased $0.2 million, or 2%, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to a decrease in stock-based compensation expense. General and administrative expense, after excluding stock-based compensation, for the three months ended March 31, 2026 was $4.9 million, compared to $4.9 million of general and administrative expense, after excluding stock-based compensation, for the three months ended March 31, 2025.

Depreciation and Amortization Expense

Depreciation and amortization expense represents the depreciation on real estate investments and equipment that have estimated lives ranging from 2 to 55 years. Depreciation and amortization increased by approximately $1.8 million, or 12%, for the three months

26

ended March 31, 2026 compared to the three months ended March 31, 2025, due to the acquisition of 92 properties, during the year-over-year period from April 1, 2025 through March 31, 2026.

Property Expense

We record all tenant expenses, both reimbursed and non-reimbursed, to property expense. We also record initial direct costs (lease negotiation and other previously capitalizable transaction expenses) as property expenses. Other property expenses consist of expenses incurred on vacant properties, abandoned deal costs, lease transaction costs, property-level expenses and franchise taxes. During the three months ended March 31, 2026, we recorded property expenses of $3.4 million, of which $2.8 million was reimbursed by tenants. During the three months ended March 31, 2025, we recorded property expenses of $3.3 million, of which $2.7 million was reimbursed by tenants. The increase in property expenses is primarily due to an increase in franchise tax, property tax, and vacancy-related expenses.

Interest Expense

We incur interest expense on our $590 million of term loans, any outstanding borrowings on our revolving credit facility, interest rate swaps, and our $625 million of senior fixed rate notes. Interest expense increased by $0.4 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to the net increase in term loans of $75 million in January 2025.

Realized Gain on Sale, Net

During the three months ended March 31, 2026 and 2025, no properties were sold.

Income Taxes

During the three months ended March 31, 2026 and 2025, our income tax expense was $0.1 million, respectively. The income tax expense on real estate operations consists of state, and local income taxes incurred by FCPT on its lease portfolio. As FCPT acquires additional properties in states subject to state income taxes, income tax expense will continue to modestly increase.

Restaurant Operations

Restaurant revenues increased by $0.4 million, or 4%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to increased guest counts and higher average spend per guest.

Total restaurant expenses increased by $0.3 million during the three months ended March 31, 2026

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Statements contained in this Annual Report on Form 10-K, including the documents that are incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Also, when Four Corners Property Trust, Inc. uses any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, Four Corners Property Trust, Inc. is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements. Certain factors that could cause actual results or events to differ materially from those anticipated or projected are described in the section entitled “Risk Factors”. These factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission.

Given these uncertainties, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Annual Report on Form 10-K or any document incorporated herein by reference. Four Corners Property Trust, Inc. undertakes no obligation to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Report on Form 10-K. Any references to “FCPT,” “the Company,” “we,” “us,” or “our” refer to Four Corners Property Trust, Inc. as an independent, publicly traded, self-administered company.

Overview

We are a Maryland corporation and a real estate investment trust (“REIT”) which owns, acquires and leases properties for use in the restaurant and retail industries. Substantially all of our business is conducted through Four Corners Operating Partnership, LP (“FCPT OP”), a Delaware limited partnership of which we are a majority limited partner and our wholly owned subsidiary, Four Corners GP, LLC (“FCPT GP”), is its sole general partner. We believe that we have operated in conformity with the requirements for qualification and taxation as a REIT for the taxable year ended December 31, 2025, and we intend to continue to operate in a manner that will enable us to maintain our qualification as a REIT.

Our revenues are primarily generated by leasing properties to tenants through net lease arrangements under which the tenants are primarily responsible for ongoing costs relating to the properties, including utilities, property taxes, insurance, common area maintenance charges, and maintenance and repair costs. We focus on income producing properties leased to high quality tenants in major markets across the United States. We also generate revenues by operating seven LongHorn Steakhouse restaurants located in the San Antonio, Texas area (the “Kerrow Restaurant Operating Business”) pursuant to franchise agreements with Darden.

In addition to managing our existing properties, our strategy includes investing in additional restaurant and retail properties to grow and diversify our existing portfolio. We expect this acquisition strategy will decrease our reliance on Darden over time. We intend to purchase properties that are well located, occupied by durable concepts, with creditworthy tenants whose operating cash flows are expected to meaningfully exceed their lease payments to us. We seek to improve the probability of successful tenant renewal at the end of initial lease terms by acquiring properties that have high levels of operator profitability compared to rent payments and have absolute rent levels that generally reflect market rates.

In 2025, FCPT engaged in various real estate transactions for a total investment of $325.5 million, including capitalized transaction costs. Pursuant to these transactions, we acquired 105 properties and ground leaseholds, aggregating 713.9 thousand square feet, and representing 35 brands, including Chuy's, Crash Champions, Hawaiian Bros, Little Caesar's, Mission Pet Health, and United Rentals.

As of December 31, 2025, our lease portfolio had the following characteristics:

•
1,303 properties located in 48 states and representing an aggregate leasable area of 8.8 million square feet;

•
99.6% occupancy (based on leasable square footage);

•
An average remaining lease term of 6.9 years (weighted by annualized base rent);

•
An average annual rent escalation of 1.5% 1 through December 31, 2030 (weighted by annualized base rent); and

•
99.8% of the contractual base rent collected for the year ended December 31, 2025.

1 Previously, annual rent escalation was calculated assuming expiring leases remained flat. In light of 1) our historical experience of renewals often at contractual rent increases, and 2) an increased number of leases coming due in the next 5 year timeframe. Leases owned for less than one year are included based on the annualized first month’s rent.

27

The results of operations for the accompanying consolidated financial statements discussed below are derived from our consolidated statements of comprehensive income (“Comprehensive Income Statement”) found elsewhere in this Annual Report on Form 10-K. The following discussion includes the results of our continuing operations as summarized in the table below.

Year Ended December 31,

(In thousands)

2025

2024

2023

Revenues:

Rental

$

262,648

$

237,134

$

219,881

Restaurant

31,484

30,939

30,725

Total revenues

294,132

268,073

250,606

Operating expenses:

General and administrative

26,843

23,789

22,680

Depreciation and amortization

60,424

54,514

50,731

Property

13,559

11,575

11,550

Restaurant

29,442

29,024

28,707

Total operating expenses

130,268

118,902

113,668

Interest expense

(51,873

)

(49,231

)

(44,606

)

Other income, net

800

963

919

Realized gain on sale, net

—

—

2,341

Income tax expense

(303

)

(308

)

(130

)

Net income

112,488

100,595

95,462

Net income attributable to noncontrolling interest

(124

)

(122

)

(122

)

Net Income Available to Common Shareholders

$

112,364

$

100,473

$

95,340

Analysis of Results of Operations

We operate in two segments, real estate operations and restaurant operations. Our real estate operations generate rental income from leases primarily with restaurant brands, which we recognize on a straight-line basis to include the effect of base rent escalators. Our restaurant operations generate restaurant revenue from operating seven LongHorn Steakhouse restaurants.

In this section, we discuss the results of our operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Real Estate Operations

Rental Revenue

Rental revenue increased $25.5 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. This change is due to recognizing a full year of revenue in 2025 from the 87 properties acquired in 2024, and the acquisition of 105 properties and ground leaseholds in 2025. During the year ended December 31, 2025, we recognized costs paid by the lessor and reimbursed by the lessees within rental revenue of $11.0 million, compared to $9.5 million during the year ended December 31, 2024. These amounts are also recognized in property expenses.

We recognize rental income on a straight-line basis to include the effect of base rent escalators, and free rent periods, if any. During the year ended December 31, 2025, amortization of above and below market rents, and lease incentives decreased rental revenue by $1.9 million, compared to $2.1 million for the year ended December 31, 2024.

General and Administrative Expense

General and administrative expense is comprised of costs associated with personnel, office rent, legal, accounting, information technology and other professional and administrative services in association with our real estate operations, our REIT structure and public company reporting requirements. General and administrative expense increased $3.1 million in the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to a $2.7 million increase in cash compensation-related expenses and non-cash stock compensation expenses stemming from a higher head count and benefits costs, as well as increased professional fees.

Depreciation and Amortization Expense

Depreciation and amortization expense represents the depreciation on real estate investments and equipment that have estimated lives ranging from 2 to 55 years. Depreciation and amortization expense increased by approximately $5.9 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to the acquisition of 105 properties in 2025, and the

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depreciation on 87 properties acquired in 2024 that incurred a full year of depreciation. In addition, we recorded an impairment of $827 thousand in 2025 to depreciation and amortization expense for the write-down of a single property.

Property Expense

We record all tenant expenses, both reimbursed and non-reimbursed, to property expense. We also record initial direct costs (lease negotiation and other previously capitalizable transaction expenses) as property expenses. Other property expenses consist of expenses incurred on vacant properties, abandoned deal costs, lease transaction costs, property-level expenses and franchise taxes. During the year ended December 31, 2025, we recorded property expenses of $13.6 million, of which $11.0 million was reimbursed by tenants. During the year ended December 31, 2024, we recorded property expenses of $11.6 million, of which $9.5 million was reimbursed by tenants.

Interest Expense

We incur interest expense on our $590 million of term loans, any outstanding borrowings on our revolving credit facility, interest rate swaps, and our $625 million of senior unsecured fixed rate notes.

Interest expense increased by approximately $2.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. This was primarily due to the net increase in term loans of $75 million in January 2025, which was partially offset by lower utilization of the revolving credit facility.

Interest expense, excluding deferred financing costs, on the $590 million of term loans and the interest rate swaps we entered into to hedge the variability associated with the term loans was $22.4 million and $19.1 million for the years ended December 31, 2025 and 2024, respectively. This interest expense includes the reclassification of other comprehensive income into interest expense. Interest expense and fees on our revolving credit facility was $1.0 million and $1.6 million for the years ended December 31, 2025 and 2024, respectively.

Amortization of the term loan and revolving credit facility deferred financing costs was $2.5 million and $1.9 million for the years ended December 31, 2025 and 2024, respectively. Amortization of the senior unsecured notes deferred financing costs was $0.7 million and $0.7 million for the years ended December 31, 2025 and 2024, respectively.

For additional information on the Company’s debt instruments, see “Liquidity and Financial Condition” below.

Income Taxes

During the years ended December 31, 2025 and 2024, income tax expense on real estate operations was $329 thousand and $308 thousand, respectively. Income tax expense on real estate operations consists of state and local income taxes incurred by FCPT on its lease portfolio. As FCPT acquires additional properties in states subject to state income taxes, income tax expense will continue to increase.

Restaurant Operations

Restaurant revenues increased approximately $0.5 million in the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to higher net pricing, partially offset by less foot traffic as a result of city construction projects outside two locations.

Total restaurant expenses increased approximately $0.4 million in the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to staffing turnover.

During the year ended December 31, 2025, the Company recorded an income tax benefit of $26 thousand at the Kerrow Restaurant Operating Business, compared to an income tax expense of $1 thousand for the year ended December 31, 2024, primarily due to return to provision adjustments

Critical Accounting Policies and Estimates

The preparation of FCPT’s consolidated financial statements in conformance with accounting principles generally accepted in the United States of America requires management to make estimates on assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as other disclosures in the financial statements. On an ongoing basis, management evaluates its estimates and assumptions; however, actual results may differ from these estimates and assumptions, which in turn could have a material impact on our financial statements. Estimates and assumptions include, among other things, subjective judgments regarding the fair values and useful lives of our properties for depreciation and lease classification purposes, and asset impairment analysis.

A summary of FCPT’s accounting policies and procedures is included in Note 2 of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K. Management believes the following critical accounting policies, among others, affect its more significant estimates and assumptions used in the preparation of our consolidated financial statements.

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Real Estate Investments, Net

Real estate investments, net are recorded at cost less accumulated depreciation. Building components are depreciated over estimated useful lives using the straight-line method. Leasehold improvements, which are reflected on our Consolidated Balance Sheets as a component of buildings, within land, buildings and equipment, net, are amortized over the lesser of the non-cancelable lease term or the estimated useful lives of the related assets using the straight-line method. Equipment is depreciated over estimated useful lives also using the straight-line method. Real estate development and construction costs for newly constructed restaurants are capitalized in the period in which they are incurred. Gains and losses on the disposal of land, buildings and equipment are included in our accompanying consolidated statements of income (“Consolidated Income Statement”).

Our accounting policies regarding land, buildings and equipment, including leasehold improvements, include our judgments regarding the estimated useful lives of these assets, the residual values to which the assets are depreciated or amortized, the determination of what constitutes a reasonably assured lease term, and the determination as to what constitutes enhancing the value of or increasing the life of existing assets. These judgments and estimates may produce materially different amounts of reported depreciation and amortization expense if different assumptions were used. As discussed further below, these judgments may also impact our need to recognize an impairment charge on the carrying amount of these assets as the cash flows associated with the assets are realized, or as our expectations of estimated future cash flows change.

Acquisition of Real Estate

The Company evaluates acquisitions to determine whether transactions should be accounted for as asset acquisitions or business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2017-01. The Company has determined the land, building, site improvements, and in-places leases (if any) of assets acquired were each single assets as the building and property improvements are attached to the land and cannot be physically removed and used separately from the land without incurring significant costs or reducing their fair value. Additionally, the Company has not acquired a substantive process used to generate outputs. As substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset and there were no processes acquired, the acquisitions do not qualify as businesses and are accounted for as asset acquisitions. Related transaction costs are generally capitalized and amortized over the useful lives of the acquired assets.

The Company allocates the purchase price (including acquisition and closing costs) of real estate acquisitions to land, building, and improvements based on their relative fair values, as-if-vacant, and lease intangibles (if any). In making estimates of fair values for this purpose, the Company uses a third-party specialist that obtains various information about each property, as well as the pre-acquisition due diligence of the Company and prior leasing activities at the site.

Lease Intangibles

Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above- or below-market leases. For real estate acquired subject to existing lease agreements, acquired lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the asset carrying costs, including lost revenue, that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above-market and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease.

In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below-market lease intangibles are generally amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if the Company believes it is likely the tenant will exercise the renewal option. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized as an impairment loss included in depreciation and amortization expense. To date, the Company has not had significant early terminations.

Impairment of Long-Lived Assets

Land, buildings and equipment and certain other assets, including definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events and changes may include macroeconomic conditions which may result in property operational disruption and indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the assets. Identifiable cash flows are measured at the lowest level for which they are largely independent of the cash flows of other groups of assets and liabilities, generally at the restaurant level. If these assets are determined to be impaired, the amount of impairment recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Fair value is generally determined by appraisals or sales prices of comparable assets.

The judgments we make related to the expected useful lives of long-lived assets and our ability to realize undiscounted cash flows in excess of the carrying amounts of these assets are affected by factors such as the ongoing maintenance and improvements of the

30

assets, changes in economic conditions, changes in usage or operating performance, desirability of the restaurant sites and other factors, such as our ability to sell our assets held for sale. As we assess the ongoing expected cash flows and carrying amounts of our long-lived assets, significant adverse changes in these factors could cause us to realize a material impairment loss.

Exit or disposal activities include the cost of disposing of the assets and are generally expensed as incurred. Upon disposal of the assets, any gain or loss is recorded in the same caption within our Consolidated Income Statements as the original impairment. Provisions for impairment are included in depreciation and amortization expense in the accompanying Consolidated Income Statements.

Rental Revenue

For those net leases that provide for periodic and determinable increases in base rent, base rental revenue is recognized on a straight-line basis over the applicable lease term when collectability is reasonably assured. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a deferred rent receivable.

In certain circumstances, the Company may offer tenant allowance funds in exchange for increasing rent, extending the term, and including annual sales reporting among other items. These tenant allowance funds are classified as lease incentives upon payment and are amortized as a reduction to revenue over the lease term. Lease incentives are included in Intangible real estate assets, net, on our Consolidated Balance Sheets.

We assess the collectability of our lease receivables, including deferred rents receivable, on several factors, including payment history, the financial strength of the tenant and any guarantors, historical operations and operating trends of the property, and current economic conditions. If our evaluation of these factors indicates it is not probable that we will be able to recover substantially all of the receivable, we derecognize the deferred rent receivable asset and record that amount as a reduction in rental revenue. If we determine the lease receivable will not be collected due to a credit concern, we reduce the recorded revenue for the period and related accounts receivable.

For those leases that provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met, the increased rental revenue is recognized as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term. Costs paid by the Company and reimbursed by the lessees are included in variable lease payments and presented on a gross basis within rental revenue. Sales taxes collected from lessees and remitted to governmental authorities are presented on a net basis within rental revenue.

New Accounting Standards

A discussion of new accounting standards and the possible effects of these standards on our Consolidated Financial Statements is included in Note 2 of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.

Liquidity and Financial Condition

At December 31, 2025, we had $12.1 million of cash and cash equivalents and $350 million of borrowing capacity under our revolving credit facility. The revolving credit facility provides for a letter of credit sub-limit of $25 million. As of February 12, 2026, we had $350 million of borrowing capacity under the revolving credit facility. See Term Loan and Revolving Credit Facility below for additional information.

Debt Instruments

At December 31, 2025, our debt consisted of $590 million of non-amortizing term loans, no outstanding borrowings under the revolving credit facility, and $625 million aggregate principal amount of senior unsecured fixed rate notes issued by FCPT OP. At December 31, 2024, our debt consisted of $515 million of non-amortizing term loans, $5 million in outstanding borrowings under the revolving credit facility, and $625 million aggregate principal amount of senior unsecured fixed rate notes issued by FCPT OP.

Term Loan and Revolving Credit Facility

On January 31, 2025, the Company and its subsidiary, FCPT OP, entered into a Fourth Amended and Restated Revolving Credit and Term Loan Agreement with a group of existing lenders (the “Credit Agreement”), which amended and restated in its entirety an existing Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of October 25, 2022 (the "Prior Credit Agreement"). Prior to entering into the Credit Agreement, certain amounts outstanding under the term loan facility pursuant to the Prior Credit Agreement were scheduled to mature as follows: $150 million principal amount outstanding was scheduled to mature on November 9, 2025, $100 million principal amount outstanding was scheduled to mature on November 9, 2026, $90 million principal amount outstanding was scheduled to mature on January 9, 2027, $85 million principal amount outstanding was scheduled to mature on March 14, 2027, and $90 million principal amount outstanding was scheduled to mature on January 9, 2028.

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The Credit Agreement provides for borrowings up to $940 million, consisting of (1) a revolving credit facility in an aggregate principal amount of $350 million and term loans in an aggregate principal amount of $590 million comprised of (i) a $100 million term loan with a maturity date of November 9, 2026 (the "Term Loan A-2 Facility"), (ii) a $90 million term loan with a maturity date of February 1, 2027 (the "Term Loan A-3 Facility"), (iii) an $85 million term loan with a maturity date of March 14, 2027 (the "Term Loan A-5 Facility"), (iv) a $90 million term loan with a maturity date of February 1, 2028 (the "Term Loan A-4 Facility"), and (v) a $225 million term loan with a maturity date of February 1, 2029 (the "Term Loan A-1 Facility"). No amortization payments are required on the term loan prior to the maturity date. FCPT OP has the option to extend the maturity date of the revolving credit facility for up to two six month periods, subject to the payment of an extension fee of 0.0625% on the aggregate amount of the then-outstanding revolving commitment. FCPT OP has the option to extend the maturity date of each of the Term Loan A-1 Facility and the Term Loan A-2 Facility by one year, subject to the payment of an extension fee of 0.125% on the then-outstanding principal amount of term loans under the Term Loan A-1 Facility and the Term Loan A-2 Facility, as applicable. FCPT OP has the option to extend the maturity date of the Term Loan A-5 Facility by one year, subject to the payment of an extension fee of 0.15% on the then-outstanding principal amount of term loans under the Term Loan A-5 Facility. The Credit Agreement is a syndicated credit facility that contains an accordion feature allowing the facility to be increased by an additional aggregate amount not to exceed $450 million, subject to certain conditions. Amounts owed under the Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which SOFR rate election is in effect.

On August 19, 2025, the Company entered into Amendment No. 1 to the Credit Agreement which reduced the credit spread adjustment applicable to the revolving credit and term loan agreement from 0.10% to 0.00%. Term loans under the Credit Agreement now accrue interest at a per annum rate equal to a SOFR rate plus a margin of 0.95% to 1.00%, and the revolver accrues interest at a per annum rate equal to a margin of 0.85%. The margin is based on the highest applicable credit rating on its senior, unsecured, long-term indebtedness per the credit agreement. In the event that all or a portion of the principal amount of any loan borrowed pursuant to the Credit Agreement is not paid when due, interest will accrue at the rate that would otherwise be applicable thereto plus 2.00%. A facility fee at a rate of 0.20% per annum applies to the total revolving commitments available under the Credit Agreement.

At December 31, 2025 and 2024, the weighted average interest rate on the term loans, after consideration of the interest rate hedges, was 4.00% and 3.84%, respectively. At December 31, 2025 there were no outstanding borrowings under the revolving credit facility and no outstanding letters of credit. At December 31, 2024, there were outstanding borrowings of $5 million under the revolving credit facility and no outstanding letters of credit.

We have entered into the following interest rate swaps to hedge the interest rate variability associated with the Loan Agreement as of December 31, 2025. These hedging agreements were entered into to mitigate the interest rate risk inherent in FCPT OP’s variable rate debt and not for trading purposes. These swaps are accounted for as cash flow hedges with all interest income and expense recorded as a component of net income and other valuation changes recorded as a component of other comprehensive income. The following table presents the swaps held as of December 31, 2025.

Product

Notional Amount

($ in thousands)

Effective Date

Maturity Date

Fixed Rate to Pay

Variable Rate to Receive

Swap

25,000

3/9/2023

11/9/2026

4.12%

Daily Simple SOFR + 10 bps

Swap

25,000

11/9/2023

11/9/2026

3.65%

Daily Simple SOFR + 10 bps

Swap

25,000

11/9/2023

11/9/2028

4.25%

Daily Simple SOFR + 10 bps

Swap

25,000

11/13/2023

11/9/2028

4.42%

Daily Simple SOFR + 10 bps

Swap

25,000

4/9/2024

4/9/2029

4.04%

Daily Simple SOFR + 10 bps

Swap

30,000

4/9/2024

4/9/2029

3.91%

Daily Simple SOFR + 10 bps

Swap

30,000

4/9/2024

4/9/2029

3.88%

Daily Simple SOFR + 10 bps

Swap

25,000

11/9/2024

11/9/2029

3.97%

Daily Simple SOFR + 10 bps

Swap

25,000

1/31/2025

1/31/2030

3.81%

Daily Simple SOFR + 10 bps

Swap

25,000

1/31/2025

1/31/2030

3.80%

Daily Simple SOFR + 10 bps

Swap

25,000

1/31/2025

1/31/2030

3.09%

Daily Simple SOFR + 10 bps

Swap(1)

25,000

3/19/2025

3/9/2030

3.79%

Daily Simple SOFR + 10 bps

Swap(1)

25,000

7/9/2025

11/9/2027

3.55%

Daily Simple SOFR + 10 bps

Swap

50,000

11/10/2025

11/9/2027

1.48%

Daily Simple SOFR + 10 bps

Swap

50,000

11/10/2025

11/9/2027

1.54%

Daily Simple SOFR + 10 bps

Swap

25,000

11/10/2025

11/9/2028

2.25%

1 month Term SOFR

Swap

50,000

11/10/2025

11/9/2028

1.49%

Daily Simple SOFR + 10 bps

Swap

50,000

11/10/2025

11/9/2028

2.02%

Daily Simple SOFR + 10 bps

Swap(1)

25,000

11/9/2026

11/9/2030

3.75%

Daily Simple SOFR + 10 bps

Swap(1)

25,000

11/9/2026

11/9/2031

3.87%

Daily Simple SOFR + 10 bps

Swap(1)

25,000

11/9/2027

11/9/2029

3.51%

Daily Simple SOFR + 10 bps

Swap(1)

25,000

11/9/2027

11/9/2029

3.39%

Daily Simple SOFR + 10 bps

(1)
During 2025, we entered into these interest rate swaps to hedge the interest rate variability associated with the term loan portion of our credit facility

The Company also enters into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting

32

from changes in interest rates from the trade date through the forecasted issuance date of debt.

The Company has issued the following $625 million of senior unsecured fixed rate notes (together, the “Notes”) in private placements pursuant to note purchase agreements with the various purchasers.

Maturity

Interest

Outstanding Balance

($ in thousands)

Date

Rate

December 31, 2025

Notes Payable:

Senior unsecured fixed rate note, issued December 2018

Dec 2026

4.63

%

$

50,000

Senior unsecured fixed rate note, issued June 2017

Jun 2027

4.93

%

75,000

Senior unsecured fixed rate note, issued December 2018

Dec 2028

4.76

%

50,000

Senior unsecured fixed rate note, issued April 2021

Apr 2029

2.74

%

50,000

Senior unsecured fixed rate note, issued March 2020

Jun 2029

3.15

%

50,000

Senior unsecured fixed rate note, issued March 2020

Apr 2030

3.20

%

75,000

Senior unsecured fixed rate note, issued March 2022

Mar 2031

3.09

%

50,000

Senior unsecured fixed rate note, issued April 2021

Apr 2031

2.99

%

50,000

Senior unsecured fixed rate note, issued March 2022

Mar 2032

3.11

%

75,000

Senior unsecured fixed rate note, issued July 2023

Jul 2033

6.44

%

100,000

Total Senior Unsecured Fixed Rate Notes

$

625,000

Capital Resources and Financing Strategy

On a short-term basis, our principal demands for funds will be for operating expenses, distributions to shareholders and interest and principal on current and any future debt financings. We expect to fund our operating expenses and other short-term liquidity requirements, capital expenditures, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs and cash distributions to common shareholders, primarily through cash provided by operating activities. We expect to fund acquisitions, investments, and other capital expenditures, from borrowings under our $350 million revolving credit facility and equity securities. At times the Company may evaluate opportunities to sell certain assets and redeploy the capital into new properties.

We have an effective shelf registration statement on file with the SEC under which we may issue equity financing through the instruments and on the terms most attractive to us at such time. On October 30, 2025, the Company entered into a new ATM program (the "ATM program"), pursuant to which shares of the Company’s common stock having an aggregate gross sales price of up to $500.0 million may be offered and sold (1) by the Company to, or through, a consortium of banks acting as its sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, by privately negotiated transactions (including block sales) or by any other methods permitted by applicable law. The ATM program replaces the Company's previous $500.0 million ATM program (the "prior ATM program" and, together with the ATM program, the "ATM programs"), which was established in September 2024, under which the Company had sold shares of its common stock having an aggregate gross sales price of $291.8 million through October 30, 2025. In connection with the Company’s ATM programs, the Company may enter into forward sale agreements with certain financial institutions acting as forward purchasers whereby, at the Company's discretion, the forward purchasers may borrow and sell shares of common stock. The use of forward sale agreements allows the Company to lock in a share price on the sale of shares of common stock at the time the respective forward sale agreements are executed but defer settling the forward sale agreements and receiving the proceeds from the sale of shares until a later date.

We currently expect to fully physically settle any future forward sale agreement with the relevant forward purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser.

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During 2025, the Company had the following activity under its ATM programs, the net proceeds of which were employed to fund acquisitions and for general corporate purposes.

Year Ended December 31, 2025

Shares

Gross Wtd Avg Sales Price

Net Wtd Avg Sales Price

Net Proceeds (1)

($ in thousands)

Executed forward sale agreements

6,108,008

$

28.27

n/a

n/a

Physically settled forward sale agreements

8,199,285

$

27.95

$

27.47

$

225,235

Total shares sold and issued under the ATM programs

8,199,285

$

27.95

$

27.47

$

225,235

(1)
net proceeds, after sales commissions and offering expenses

At December 31, 2025, the Company had outstanding forward sale agreement to sell 1,439,298 shares of common stock at a weighted average sales price of $28.16 before sales commission and offering expenses.

As of December 31, 2025, there was $500.0 million available for issuance under the ATM program.

On a long-term basis, our principal demands for funds include payment of dividends, financing of property acquisitions, and scheduled debt maturities. We plan to meet our long-term capital needs by issuing debt or equity securities or by obtaining asset level financing, subject to market conditions. In addition, we may issue common stock to permanently finance properties that were financed on an intermediate basis by our revolving credit facility or other indebtedness. In the future, we may also acquire properties by issuing partnership interests of FCPT OP in exchange for property owned by third parties. Our common partnership interests would be redeemable for cash or shares of our common stock, at FCPT’s election.

We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, we cannot be assured that we will have access to the capital markets at times and at terms that are acceptable to us. We expect that our primary uses of capital will be for property and other asset acquisitions and the funding of tenant improvements and other capital expenditures, and debt refinancing.

Because the properties in our portfolio are generally leased to tenants under net leases, where the tenant is responsible for property operating costs and expenses, our exposure to rising property operating costs due to inflation is mitigated. Interest rates and other factors, such as occupancy, rental rate and the financial condition of our tenants, influence our performance more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. As described above, we currently offer leases that provide for payments of base rent with scheduled annual fixed increases.

Supplemental Financial Measures

The following table presents a reconciliation of GAAP net income to Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”).

Year Ended December 31,

(In thousands, except share and per share data)

2025

2024

2023

Net income

$

112,488

$

100,595

$

95,462

Depreciation and amortization

59,382

54,372

50,592

Realized gain on sales of real estate

—

—

(2,341

)

Provision for impairment

827

—

—

Funds from Operations (FFO) (as defined by NAREIT)

$

172,697

$

154,967

$

143,713

Straight-line rent adjustment

(3,203

)

(3,810

)

(5,523

)

Deferred income tax benefit (1)

(231

)

(200

)

(259

)

Stock-based compensation expense

8,854

6,987

6,271

Non-cash amortization of deferred financing costs

3,158

2,597

2,311

Non-real estate investment depreciation

215

142

139

Amortization of above and below market leases, net

1,923

2,072

2,061

Adjusted Funds from Operations (AFFO)

$

183,413

$

162,755

$

148,713

Fully diluted shares outstanding (2)

103,063,176

94,179,057

88,861,587

FFO per diluted share and OP unit

$

1.68

$

1.65

$

1.62

AFFO per diluted share and OP unit

$

1.78

$

1.73

$

1.67

(1)
Amount represents non-cash deferred income tax benefit recognized at Kerrow Restaurant Operating Business.

(2)
Assumes the issuance of common shares for OP units held by non-controlling interests.

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Non-GAAP Definitions

The certain non-GAAP financial measures included above management believes are helpful in understanding our business, as further described below. Our definition and calculation of non-GAAP financial measures may differ from those of other REITs and therefore may not be comparable. The non-GAAP measures should not be considered an alternative to net income as an indicator of our performance and should be considered only a supplement to net income, and to cash flows from operating, investing or financing activities as a measure of profitability and/or liquidity, computed in accordance with U.S. GAAP.

FFO is a supplemental measure of our performance which should be considered along with, but not as an alternative to, net income and cash provided by operating activities as a measure of operating performance and liquidity. We calculate FFO in accordance with the standards established by the NAREIT. FFO represents net income (loss) computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of property and undepreciated land and impairment write-downs of depreciable real estate, plus real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. We also omit the tax impact of non-FFO producing activities from FFO determined in accordance with the NAREIT definition.

Our management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We offer this measure because we recognize that FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our financial condition and results from operations, the utility of FFO as a measure of our performance is limited. FFO is a non-GAAP measure and should not be considered a measure of liquidity including our ability to pay dividends or make distributions. In addition, our calculations of FFO are not necessarily comparable to FFO as calculated by other REITs that do not use the same definition or implementation guidelines or interpret the standards differently from us. Investors in our securities should not rely on these measures as a substitute for any U.S. GAAP measure, including net income.

Adjusted Funds from Operations is a non-U.S. GAAP measure that is used as a supplemental operating measure specifically for comparing year-over-year ability to fund dividend distribution from operating activities. AFFO is used by us as a basis to address our ability to fund our dividend payments. We calculate AFFO by adding to or subtracting from FFO:

1.
Straight-line rent revenue adjustment

2.
Non-cash expense (income) adjustments related to deferred tax benefits

3.
Stock-based compensation expense

4.
Non-cash amortization of deferred financing costs

5.
Non-real estate investment depreciation

6.
Other non-cash revenue adjustments, including amortization of above and below market leases and lease incentives

7.
Transaction costs incurred in connection with business combinations

8.
Merger, restructuring and other related costs

9.
Other non-cash interest expense (income)

10.
Non-real estate impairment charges

11.
Amortization of capitalized leasing costs

12.
Debt extinguishment gains and losses

AFFO is not intended to represent cash flow from operations for the period, and is only intended to provide an additional measure of performance by adjusting the effect of certain items noted above included in FFO. AFFO is a widely reported measure by other REITs; however, other REITs may use different methodologies for calculating AFFO and, accordingly, our AFFO may not be comparable to other REITs.

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