FrontView REIT, Inc. (FVR)

CIK: 0001988494. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-25.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1988494. Latest filing source: 0001193125-26-072181.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001988494.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001988494.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.

Quarterly Charts

Macro Cross-References

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

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-211875.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

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

Except where the context suggests otherwise, as used in this Quarterly Report on Form 10-Q, the terms “FVR,” “we,” “us,” “our,” and “our company” refer to FrontView REIT, Inc., a Maryland corporation incorporated on June 23, 2023, and, as required by context, FrontView Operating Partnership LP, a Delaware limited partnership, which we refer to as the or our “OP”, and to their respective subsidiaries.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes to the Condensed Consolidated Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Explanatory Note and Certain Defined Terms

Unless the context otherwise requires, the following terms and phrases are used throughout this MD&A as described below:

•
“Adjusted SOFR” means the referenced SOFR rate plus an adjustment of 0.10% based on market convention at the time of entering into our Revolving Credit Facility and Term Loan;

•
“Annualized Base Rent” or “ABR” means the annualized contractual cash rent due for the last month of the reporting period, and adjusted to remove rent from properties sold during the month and to include a full month of contractual cash rent for properties acquired during the last month of the reporting period;

•
“CPI” means the Consumer Price Index for All Urban Consumers (CPI-U): U.S. City Average, All Items, as published by the U.S. Bureau of Labor Statistics, or other similar index which is a measure of the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services;

•
“Internalization” means the internalization of the external management team, assets and functions previously performed for our Predecessor by our external manager and its affiliates, pursuant to the terms of the Internalization Agreement, which closed contemporaneously with the closing of our initial public offering;

•
“Occupancy” or a specified percentage of our portfolio that is “occupied” or “leased” means as of a specified date (i) the number of properties that are subject to a signed lease divided by (ii) the total number of properties in our portfolio;

•
“Predecessor” means NADG NNN Property Fund LP, a Delaware limited partnership, and its subsidiaries;

•
“Properties” means individual building properties (small or large formats) leased to one or more tenants that are in locations with direct frontage on high-traffic roads that are visible to consumers;

•
“REIT Contribution Transactions” means the contributions of the interests in entities within our Predecessor's private REIT fund structure that directly or indirectly own our Predecessor's properties pursuant to the terms of the Contribution Agreements, which closed contemporaneously with the closing of our initial public offering;

•
“Revolving Credit Facility” means our $250 million unsecured revolving credit facility under a credit agreement that became effective concurrently with the completion of our initial public offering;

•
“Series A Preferred Stock” means our Series A Convertible Preferred Stock, par value $0.01 per share;

•
“SOFR” means the Secured Overnight Financing Rate, which is a new index calculated by short-term repurchase agreements, backed by Treasury securities;

•
“Term Loan” means our $200 million unsecured term loan under a credit agreement that became effective concurrently with the completion of our initial public offering; and

•
“we,” “our,” “us,” “FrontView,” and “Company” mean FrontView REIT, Inc., a Maryland corporation, together with its consolidated subsidiaries, including the OP, after giving effect to the REIT Contribution Transactions and Internalization, except where it is clear from the context that the term only means FrontView REIT, Inc. before giving effect to such transactions.

Overview

We are an internally managed net-lease real estate investment trust (“REIT”) focused on acquiring, owning, and managing properties with frontage that are leased to a diversified tenant base. Our real estate-first investment strategy is centered around highly

25

visible properties in prominent retail corridors with strong underlying real estate fundamentals. We target properties along high-traffic roads that offer strong consumer visibility and adaptable building formats capable of supporting various businesses over time.

As of March 31, 2026, FrontView owned a diversified portfolio of 309 direct frontage properties across 36 U.S. states, leased primarily to service and necessity based tenants across 16 industries, including medical and dental providers, quick-service and casual dining restaurants, financial institutions, cellular retailers, automotive related, fitness, and general retail along with several other diversified industries.

As of March 31, 2026, we had total debt of $314.0 million, Net Debt of $304.7 million, Net Debt to Annualized Adjusted EBITDAre ratio of 5.3x and a Fixed Charge Coverage Ratio of 3.5x. Net Debt, Annualized Adjusted EBITDAre and Fixed Charge Coverage Ratio are non-GAAP financial measures, and Annualized Adjusted EBITDAre is calculated based upon EBITDA, EBITDAre, and Adjusted EBITDAre, each of which is also a non-GAAP financial measure. Refer to Non-GAAP Measures below for further details concerning our calculation of non-GAAP measures and reconciliations to the comparable GAAP measure.

Our Real Estate Investment Portfolio

To achieve an appropriate risk-adjusted return, we seek to maintain a highly diversified portfolio of properties located in prominent areas with direct frontage on high-traffic roads that are visible to consumers. We aim to ensure diversity across geographic locations, tenants, and brands, and to enable cross-diversification within each category. We discuss below our portfolio diversification based on several different metrics and information provided as of March 31, 2026.

Diversification by Tenant Brand

We typically seek tenants that operate service-oriented businesses, such as medical and dental providers, quick-service and casual dining restaurants, financial institutions, cellular retailers, automotive related, fitness, and general retail along with several other diversified industries.

As of March 31, 2026, our properties were occupied by 327 leases that operated 156 different brands, with no single tenant brand accounting for more than 3.1% of our ABR.

The following table sets forth information with respect to all of our tenant brands (based on ABR) as of March 31, 2026:

#

Tenant Concepts

# of Leases

% of ABR

Investment Grade Rated

1

Dollar Tree

13

3.10

 %

Yes

2

Fast Pace Urgent Care

8

2.74

 %

—

3

Verizon

9

2.64

 %

Yes

4

Raising Canes

6

2.34

 %

—

5

LA Fitness

3

2.21

 %

—

6

Dick's

1

2.16

 %

Yes

7

Oak Street Health

6

2.09

 %

—

8

IHOP

7

1.92

 %

—

9

Mammoth Car Wash

6

1.90

 %

—

10

Bank of America

5

1.86

 %

Yes

11

Range USA

3

1.84

 %

—

12

LA-Z-Boy

3

1.79

 %

—

13

Adams Auto Group

2

1.70

 %

—

14

AT&T

6

1.66

 %

Yes

15

T-Mobile

9

1.64

 %

Yes

16

Chili's

3

1.54

 %

—

17

PNC Bank

5

1.52

 %

Yes

18

Wells Fargo

3

1.36

 %

Yes

19

St. Joseph Hospice

2

1.34

 %

—

20

Heartland Dental

5

1.28

 %

—

21

Advance Auto Parts

7

1.28

 %

—

22

Aspen Dental

6

1.28

 %

—

23

Lowe's Home Improvement

1

1.17

 %

Yes

24

Academy Sports

1

1.11

 %

—

25

Charles Schwab

1

1.11

 %

Yes

26

VASA Fitness

1

1.10

 %

—

26

27

Parachute Plasma

2

1.03

 %

—

28

WSS

2

1.01

 %

Yes

29

Wendy's

5

1.00

 %

—

30

Wellnow

4

0.99

 %

—

31

Walmart

1

0.98

 %

Yes

32

Best Buy

1

0.95

 %

Yes

33

Andy's Frozen Custard

4

0.95

 %

—

34

Burger King

4

0.94

 %

—

35

Edge Fitness

1

0.94

 %

—

36

Chase Bank

3

0.94

 %

Yes

37

Floor & Decor

1

0.93

 %

—

38

Applebee's

3

0.90

 %

—

39

Walgreens

2

0.89

 %

—

40

Stop & Shop Gas

3

0.88

 %

Yes

41

CVS

2

0.87

 %

Yes

42

Dollar General

4

0.86

 %

Yes

43

Starbucks

5

0.79

 %

Yes

44

Sleep Number

3

0.78

 %

—

45

Action Behavior Centers

2

0.77

 %

—

46

Avis

1

0.75

 %

—

47

Chuy's Mexican

2

0.73

 %

Yes

48

Texas Roadhouse

2

0.73

 %

—

49

Take 5 Oil Change

5

0.72

 %

—

50

Exxon

2

0.71

 %

—

51

Chipotle

4

0.71

 %

—

52

AutoSavvy

1

0.69

 %

—

53

Physicians Immediate Care

2

0.66

 %

—

54

Jiffy Lube

3

0.64

 %

—

55

O'Reilly Auto Parts

4

0.63

 %

Yes

56

Harbor Freight

2

0.62

 %

—

57

AutoZone

3

0.61

 %

Yes

58

WellMed

1

0.60

 %

Yes

59

Planet Fitness

1

0.60

 %

—

60

7 Brew

3

0.57

 %

—

61

Circle K

2

0.54

 %

Yes

62

Fulton Bank

1

0.53

 %

Yes

63

Longhorn Steakhouse

2

0.51

 %

Yes

64

FitzMark

1

0.51

 %

—

65

KEDPlasma

1

0.51

 %

—

66

Stanton Optical

2

0.50

 %

—

67

Panera Bread

2

0.50

 %

Yes

68

Miller's Ale House

1

0.49

 %

—

69

Trinity Medical Center

1

0.48

 %

—

70

Ted's Café Escondido

1

0.48

 %

—

71

Taco Bell

2

0.46

 %

—

72

Xfinity

2

0.46

 %

Yes

73

Grifols

1

0.46

 %

—

74

Hooters

2

0.45

 %

—

75

Buffalo Wild Wings

1

0.45

 %

—

76

Sonic

3

0.45

 %

—

77

Jared

2

0.44

 %

Yes

78

Saltgrass Steakhouse

1

0.44

 %

—

79

McAlister's Deli

2

0.42

 %

—

80

7-Eleven

2

0.41

 %

Yes

81

Byrider

1

0.41

 %

—

27

82

Mattress Firm

2

0.41

 %

—

83

Staples

1

0.40

 %

—

84

Diamonds Direct

1

0.40

 %

Yes

85

Arby's

2

0.40

 %

—

86

Quick Clean Carwash

1

0.39

 %

—

87

Caliber Collision

1

0.39

 %

—

88

Caliber Car Wash

1

0.39

 %

—

89

Delta Community Credit Union

1

0.39

 %

—

90

Southern Immediate Urgent Care

1

0.37

 %

—

91

Rise

1

0.37

 %

—

92

BP

1

0.37

 %

—

93

Big Blue Swim School

1

0.36

 %

—

94

Meineke

2

0.36

 %

—

95

Chuck E Cheese

1

0.34

 %

—

96

Pizza Hut

2

0.34

 %

—

97

UTMB Health

1

0.34

 %

Yes

98

Skechers

1

0.33

 %

—

99

Friendly's

1

0.33

 %

—

100

Slim Chickens

1

0.33

 %

—

101

Sherwin Williams

2

0.32

 %

Yes

102

Valvoline

2

0.31

 %

—

103

Hook & Reel

1

0.30

 %

—

104

Olive Garden

1

0.29

 %

Yes

105

Mavis Discount Tire

1

0.29

 %

—

106

Hops N Drops

1

0.29

 %

—

107

Trophy Fuel & Wash

1

0.29

 %

—

108

City Barbeque

1

0.29

 %

—

109

Citizens Bank

1

0.28

 %

Yes

110

AMERA Gas Station

1

0.28

 %

—

111

Roots Oil

1

0.27

 %

—

112

H&R Block

1

0.27

 %

Yes

113

National Tire & Battery

1

0.26

 %

—

114

pOpshelf

1

0.26

 %

Yes

115

HTeaO

2

0.26

 %

—

116

Express Oil

1

0.24

 %

—

117

Wing Daddy’s

1

0.24

 %

—

118

Consumers Credit Union

1

0.24

 %

—

119

American Family Care

1

0.24

 %

—

120

Strickland Brothers

1

0.22

 %

—

121

Banner Health

1

0.22

 %

Yes

122

Aaron's

1

0.21

 %

—

123

BMO

1

0.21

 %

Yes

124

MedExpress Urgent Care

1

0.21

 %

Yes

125

Republic Bank

1

0.21

 %

—

126

Sage Dental

1

0.20

 %

—

127

McDonalds

1

0.18

 %

Yes

128

Long John Silvers

1

0.18

 %

—

129

Tumbleweed, Inc.

1

0.18

 %

—

130

Panda Express (1)

2

0.18

 %

—

131

Urgent Team

1

0.17

 %

—

132

America's Best

1

0.17

 %

—

133

Chicken Salad Chick

1

0.17

 %

—

134

MOD Pizza

1

0.17

 %

—

135

Elias Diamonds

1

0.16

 %

—

136

Zip Car Wash

1

0.15

 %

—

28

137

Go Health

1

0.15

 %

—

138

Popeyes

1

0.15

 %

—

139

Bojangles

1

0.14

 %

—

140

Granny's

1

0.14

 %

—

141

Valero

1

0.12

 %

—

142

Nothing Bundt Cakes

1

0.12

 %

—

143

Jimmy John's

1

0.11

 %

—

144

Dunkin Donuts

1

0.11

 %

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

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-02-25. Report date: 2025-12-31.

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

Except where the context suggests otherwise, as used in this Annual Report on Form 10-K, the terms “FVR,” “we,” “us,” “our,” and “our company” refer to FrontView REIT, Inc., a Maryland corporation incorporated on June 23, 2023, and, as required by context, FrontView Operating Partnership LP, a Delaware limited partnership, which we refer to as the or our “OP”, and to their respective subsidiaries.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes to the Consolidated Financial Statements appearing in Item 8 “Financial Statements and Supplemental Data” in this Annual Report on Form 10-K.

Overview

We are an internally-managed net-lease REIT that is experienced in acquiring, owning and managing properties with frontage that are net leased to a diversified group of tenants. We are a growing net-lease REIT and owned a well-diversified portfolio of 303 properties across 37 U.S. states as of December 31, 2025. Our tenants include service-oriented businesses, such as medical and dental providers, quick service restaurants, casual dining, financial institutions, cellular stores, automotive stores, automotive services, convenience stores and gas stations, general retail, discount retail, automotive dealers, fitness operators, car washes, pharmacies, home improvement stores, as well as professional services tenants.

We currently derive a majority of our revenue from rents received from individual tenants of each of our properties in our portfolio. Our properties are typically leased under long-term net leases. As of December 31, 2025, we had ABR of $62.9 million with a weighted average remaining term of our leases was approximately 7.4 years, excluding renewal options. Approximately 97.3% of our leases (based on ABR) had contractual rent escalations, including, in some cases, pursuant to option terms. As of December 31, 2025, we had 321 tenants that represented 155 different brands. Our top 10 tenant brands (based on ABR) represented approximately 23.7% of our portfolio ABR as of December 31, 2025.

In connection with our initial public offering on October 2, 2024, we completed the Internalization pursuant to which we began directly employing employees and entered into employment agreements with each of our named executive officers. In addition, the Internalization eliminated the management and other fees and carried interest provisions that were previously paid by our Predecessor. The historical results of operations for our Predecessor through October 2, 2024, include the payment of management fees that we no longer pay following the Internalization and do not include the direct compensation expense, or other asset management, acquisition or general and administrative expenses not previously incurred based upon our externally managed structure.

As of December 31, 2025, we had total debt of $315.5 million, Net Debt of $302.0 million, a Net Debt to Annualized Adjusted EBITDAre ratio of 5.6x and a Fixed Charge Coverage Ratio of 3.6x. Net Debt, Annualized Adjusted EBITDAre and Fixed Charge Coverage Ratio are non-GAAP financial measures, and Annualized Adjusted EBITDAre is calculated based upon EBITDA, EBITDAre, and Adjusted EBITDAre, each of which is also a non-GAAP financial measure. Refer to Non-GAAP Measures below for further details concerning our calculation of non-GAAP measures and reconciliations to the comparable GAAP measure.

Factors that Affect Our Results of Operations and Financial Condition

Our results of operations and financial condition are affected by numerous factors, many of which are beyond our control. Key factors that impact our results of operations and financial condition include rental rates, lease renewals and occupancy, land values, acquisition volume, tenant growth, demand, expansion, construction costs, net-lease terms, market liquidity, financing arrangements and leverage, property dispositions, general and administrative expenses, inflation, interest rates, consumer confidence, the overall economic environment and the financial strength of our tenants.

Rental Rates

Our ability to grow rental revenue from our existing portfolio will depend on our ability to realize the rental escalations built into our leases and execute lease renewals and lease extensions. As of December 31, 2025, approximately 97.3% of our leases (based on ABR) had contractual rent escalations, including, in some cases, pursuant to options terms, with an ABR weighted average annual minimum increase of approximately 1.7%. As of December 31, 2025, approximately 96.3% of our leases (based on ABR) contained fixed annual rent increases or periodic escalations over the term of the lease (e.g. a 10% increase every five years), approximately 1.0% of our leases (based on ABR) contained annual lease escalations based on increases in the CPI, and the remaining approximately 2.7% of our leases (based on ABR) did not contain rent escalation provisions. During periods of inflation, our fixed rent increases may not keep pace with the rate of inflation while the limited number of our leases that include CPI-based increases may fare better. Conversely, during periods where inflation is more limited, our leases with fixed rate increases may fare better than our leases with CPI-based increases.

47

Property Dispositions

From time to time, we may seek to sell any of our properties, in particular, where we believe the risk profile may have changed and become misaligned with our then current portfolio acquisition objectives. We also may selectively decide to sell properties that no longer meet one or more of our investment criteria or that may be sold opportunistically. The resulting gains or losses on any future dispositions may materially impact our operating results. The recognition of a gain or loss on the sale of real estate varies from transaction to transaction based on fluctuations in asset prices and demand in the real estate market at the time a property is listed for sale. As of December 31, 2025, we have sold 47 properties since inception.

Lease Renewals and Occupancy

As of December 31, 2025, the weighted average remaining term of our leases was approximately 7.4 years, excluding renewal options. The stability of the rental revenue generated by our properties depends principally on our tenants’ ability to pay rent and our ability to collect rent, our ability to renew expiring leases or re-lease space upon the expiration or other termination of leases, our ability to lease properties that become vacant and maintain or increase rental rates at our leased properties. To the extent our properties become vacant, including through casualty, condemnation, weather and environmental contamination, we would forego rental income while remaining responsible for the payment of property taxes, insurance, maintenance and other related costs and maintaining the property until it is re-leased, which could negatively impact our operating results. As of December 31, 2025, we had four vacant properties.

Acquisition Volume

Our historical growth in revenues and earnings has been achieved through rent escalations associated with existing in-place leases, coupled with rental income generated from property acquisitions. Our ability to grow revenue will depend, to a significant degree, on our ability to acquire additional properties. Our ability to grow requires us to identify and complete acquisitions that meet our investment criteria. Changes in capitalization rates, interest rates, inflation, market competition, economic changes, property inventory, and other factors may impact our acquisition opportunities in the future. Market conditions may also impact the total returns we can achieve on our investments. Our acquisition volume also depends on our ability to successfully access third-party debt and equity financing to fund our capital needs. As of December 31, 2025, we have bought 350 properties since inception.

Net-Lease Terms

Substantially all of our leases are net leases pursuant to which our tenants generally are obligated to pay customary expenses associated with the leased property such as real estate taxes, insurance, maintenance and repairs, and in many cases capital costs. Some leases contain exceptions that require us to pay specified expenses such as the cost of roof, parking lot, heating, ventilation and air conditioning and structure and non-structural repairs and replacement costs, off-site improvements, lease covenants affecting off-site property, and remediation activities (unless necessitated by the tenant), as well as costs related to the operation of a property in excess of certain caps contained within the underlying lease. In certain instances, a landlord’s reimbursement obligation may include reimbursing the tenant for the unamortized costs of certain expenses incurred by the tenant for the development of the premises. In some leases, this type of reimbursement obligation is triggered by the default of the landlord under the lease, but other leases require reimbursement of the tenant due to circumstances outside of the landlord’s control. For the year ended December 31, 2025, we incurred approximately $1.8 million in aggregate of expenses that were not tenant obligations. To the extent that our properties experience an increase in roof and structure, capital or other repairs or costs for which we are contractually responsible under some leases, it could negatively impact our future operating results. In addition, an increase in the number of leases in which we are responsible for some or all of these expenses could negatively influence our future operating results.

Interest Expense

As of December 31, 2025, our debt capital was comprised of a floating rate Term Loan and a floating rate Revolving Credit Facility. Accordingly, we are subject to interest rate risk. During the year ended December 31, 2025, we entered into interest rate swap agreements to manage interest rate exposure on both the Term Loan and Revolving Credit Facility. Refer to the discussion in the Derivative Instruments and Hedging Activities section below for further details. We also expect to continue to incur debt in the future in order to fund future acquisitions, which we expect will increase the amount of interest expense we incur. In addition, although we plan to manage our total floating-rate debt exposure, changes in the interest rate environment could either increase or decrease our weighted average interest rate in the future or impact any refinancing initiatives, which could also result in principal reduction requirements and ultimate refinancing risks. Any changes to our debt structure, including borrowings under our Revolving Credit Facility and Term Loan, or debt financing associated with property acquisitions, could materially influence our operating results.

48

Property Management and Asset Management Fees

Following completion of the Internalization, we no longer pay property management and asset management fees that were previously paid by our Predecessor, which historically increased as the size of our portfolio grew.

General and Administrative Expenses

Following completion of the Internalization, our general and administrative expenses include direct employee compensation costs for our 22 employees as of December 31, 2025. In addition, our general and administrative expenses include certain professional fees, consulting, portfolio servicing costs, board costs, public company expenses, increased audit, tax and other costs, insurance costs, and other general and administrative expenses not previously incurred by our Predecessor based upon its externally managed structure.

Impact of Inflation

Our rental revenues may be impacted by inflation. Approximately 96.3% of our leases (based on ABR) contain rent escalators that increase rent at a fixed amount and may not be sufficient during periods of inflation. As of December 31, 2025, leases that contributed approximately 1.0% of our leases (based on ABR), contained rent escalators based on increases in CPI and the associated increases in rental revenue may be limited during periods of low inflation. The impact of inflation on our property and operating expenses is mitigated since substantially all of our leases are net leases, and property-level expenses are generally paid for or reimbursed to us by our tenants. Some leases contain exceptions that require us to pay specified expenses such as the cost of roof, parking lot, heating, ventilation, and air-conditioning, and structure and non-structural repairs and replacement costs, off-site improvements, lease covenants affecting off-site property, and remediation activities (unless necessitated by the tenant), as well as costs related to the operation of a property in excess of certain caps contained within the underlying lease. To the extent we bear the cost of such expense, in certain cases, warranties are in place to help mitigate future significant capital outlays, though typically such warranties only cover certain limited items and do not provide comprehensive coverage. Inflation and increased costs may also have an adverse impact on our tenants’ businesses and their creditworthiness.

Tenant Bankruptcies

Adverse economic conditions, in addition to general economic downturns, particularly those that affect the markets in which our properties are located, or downturns in our tenants’ industries could impair our tenants’ ability to meet their lease obligations to us and our ability to renew expiring leases or re-lease space. In particular, the bankruptcy or deterioration of operational performance of one or more of our tenants could adversely affect our ability to collect rents from such tenant and maintain our portfolio’s occupancy.

49

Results of Operations

The following discussion includes the results of our operations for the periods presented.

Year Ended December 31, 2025, the Period from October 3, 2024 to December 31, 2024, and the Predecessor Period from January 1, 2024 to October 2, 2024.

Successor

Successor

Predecessor

For the year ended December 31,

Period from October 3 through December 31,

Period from January 1 through October 2,

(in thousands)

2025

2024

2024

Revenues

Rental revenues

$

66,526

$

15,165

$

44,497

Interest income on mortgage loans

350

—

—

Other income

239

12

243

Total revenues

67,115

15,177

44,740

Operating expenses

Depreciation and amortization

33,107

7,468

21,581

Property operating expenses

9,741

2,170

5,742

Property management fees

—

—

1,561

Asset management fees

—

—

3,124

General and administrative expenses

12,935

2,787

2,122

Total operating expenses

55,783

12,425

34,130

Other expenses (income)

Interest expense

18,016

3,452

19,896

Gain on sale of real estate

(11,926

)

—

(337

)

Impairment loss

10,455

3,891

591

Income taxes

350

231

349

Total other expenses

16,895

7,574

20,499

Operating loss

(5,563

)

(4,822

)

(9,889

)

Internalization expense

—

—

(16,498

)

Net loss

$

(5,563

)

$

(4,822

)

$

(26,387

)

Rental Revenues

Successor

Successor

Predecessor

For the year ended December 31,

Period from October 3 through December 31,

Period from January 1 through October 2,

(in thousands)

2025

2024

2024

Rental revenues:

Contractual rental amounts billed

$

61,199

$

12,869

$

38,894

Reimbursable income

7,698

1,760

4,418

Adjustment to recognize contractual rental amounts on a straight-line basis

621

322

971

Variable rental amounts earned

350

378

1,555

Above/below market lease amortization, net

(3,342

)

(164

)

(1,341

)

Total rental revenues

$

66,526

$

15,165

$

44,497

Rental revenues totaled $66.5 million during the year ended December 31, 2025, $15.2 million during the period from October 3, 2024 to December 31, 2024 and $44.5 million during the Predecessor period from January 1, 2024 to October 2, 2024. The increase is due to (i) recognizing a full year of revenue for all acquisitions made during 2024 and (ii) growth of our real estate portfolio through 24 net property acquisitions in 2024.

Reimbursable income totaled $7.7 million during the year ended December 31, 2025, $1.8 million during the period from October 3, 2024 to December 31, 2024 and $4.4 million during the Predecessor period from January 1, 2024 to October 2, 2024. The increase was mainly due to the growth in properties and property expense recovered from tenants during the year ended December 31, 2025.

50

Variable rental amounts earned totaled $0.4 million during the year ended December 31, 2025, $0.4 million during the period from October 3, 2024 to December 31, 2024 and $1.6 million during the Predecessor period from January 1, 2024 to October 2, 2024. The decrease was attributable to lease termination fees received for certain properties.

Interest income on mortgage loans during the year ended December 31, 2025 totaled $0.4 million. The increase relates to seller financing in connection with the sale of certain properties in 2025.

Operating Expenses

Depreciation and amortization

Depreciation and amortization totaled $33.1 million during the year ended December 31, 2025, $7.5 million during the period from October 3, 2024 to December 31, 2024 and $21.6 million during the Predecessor period from January 1, 2024 to October 2, 2024. The increase in depreciation and amortization was primarily due to the growth of our real estate portfolio through acquisitions during the quarter ended December 31, 2024.

Property operating expenses

Property operating expenses totaled $9.7 million during the year ended December 31, 2025, $2.2 million during the period from October 3, 2024 to December 31, 2024 and $5.7 million during the Predecessor period from January 1, 2024 to October 2, 2024. The increase was mainly due to the growth in our portfolio. Substantially all of our leases are net leases pursuant to which our tenants generally are obligated to pay customary expenses associated with the leased property such as real estate taxes, insurance, maintenance and repairs, and in many cases capital costs. For the year ended December 31, 2025, we incurred $1.8 million in aggregate of expenses that were not tenant obligations, which includes non-recurring legal costs and property operating expenses incurred on vacant properties.

Property management and Asset management fees

Property management and asset management fees during the Predecessor period from January 1, 2024 to October 2, 2024 totaled $1.6 million and $3.1 million, respectively. On October 2, 2024, the completion of the Internalization terminated the agreements for property management and asset management fees. Following the completion of the Internalization, we no longer pay property management and asset management fees.

General and administrative expenses

General and administrative expenses during the year ended December 31, 2025 totaled $12.9 million, $2.8 million during the period from October 3, 2024 to December 31, 2024 and $2.1 million during the Predecessor period from January 1, 2024 to October 2, 2024. Changes in general and administrative expenses were primarily due to the (i) internalization of management and (ii) recognition of a full year of general and administrative expenses. During the year ended December 31, 2025, general and administrative expenses was mainly comprised of the recognition of $5.0 million in employee compensation and $2.3 million in stock-based compensation. We also incurred $1.6 million in non-recurring expenses mainly attributable to executive leadership changes and structuring costs, $1.1 million associated with audit and tax services and $0.3 million in director fees.

Other expenses (income)

Interest expense

Interest expense during the year ended December 31, 2025 totaled $18.0 million, $3.5 million during the period from October 3, 2024 to December 31, 2024 and $19.9 million during the Predecessor period from January 1, 2024 to October 2, 2024. The decrease is primarily due to an increase of $1.0 million in net cash received from interest rate hedges and a decrease in interest rates during 2025. As of December 31, 2025 and 2024, the weighted average interest rate was 4.87% and 5.65%, respectively.

Gain on sale of real estate

Gain on sale of real estate during the year ended December 31, 2025 totaled $11.9 million and $0.3 million during the Predecessor period from January 1, 2024 to October 2, 2024. During the year ended December 31, 2025, a total of 36 properties were sold at a net gain of approximately $7.0 million. We received proceeds for the expropriation of a portion of two properties for a net gain of approximately $4.7 million. Additionally, we sold a partial interest of one property for a net gain of approximately $0.2 million. During the year ended December 31, 2024, we sold five properties at a net gain of approximately $0.3 million.

51

Impairment loss

The following table presents the impairment for the respective periods:

Successor

Successor

Predecessor

For the year ended December 31,

Period from October 3 through December 31,

Period from January 1 through October 2,

(in thousands, except number of properties)

2025

2024

2024

Number of properties

21

3

1

Carrying value prior to impairment loss

$

44,662

$

8,933

$

1,961

Fair value

34,207

5,042

1,370

Impairment loss

$

10,455

$

3,891

$

591

Impairment loss during the year ended December 31, 2025 totaled $10.5 million relating to 21 properties, $3.9 million relating to three properties during the period from October 3, 2024 to December 31, 2024 and $0.6 million relating to one property during the Predecessor period from January 1, 2024 to October 2, 2024. The amount of impairment fluctuates each period based on existing facts and circumstances. The increase in impairment loss is primarily driven by the increased level of property dispositions. Vacant properties were also sold to facilitate the redeployment of capital into income-producing assets.

Liquidity and Capital Resources

Liquidity/REIT Requirements

Liquidity is a measure of our ability to meet potential cash requirements, including our ongoing commitments to repay debt, fund our operations, acquire properties, make distributions to our stockholders, and other general business needs. As a REIT, we are required to distribute to our stockholders at least 90% of our taxable income determined without regard to the dividends paid deduction and excluding net capital gain, on an annual basis. As a result, it is unlikely that we will be able to retain substantial cash balances to meet our liquidity needs from our annual taxable income. Instead, we expect to meet our liquidity needs primarily by relying upon external sources of capital, such as borrowings under our debt facilities or additional equity or preferred offerings or other capital raises, which would all be subject to a number of market and other factors in order to be successfully accessible.

Short-term Liquidity Requirements

Our short-term liquidity requirements consist primarily of funds necessary to pay for our operating expenses, including our general and administrative expenses as well as interest payments on our outstanding debt and to pay distributions. Since our portfolio has had a historically strong occupancy level and substantially all of our leases are net leases, we do not currently anticipate making significant capital expenditures or incurring other significant property operating costs (unless vacancies adjust beyond historical norms) that would materially adversely impact short-term financial liquidity. We expect to meet our short-term liquidity requirements primarily from cash and cash equivalents balances, net cash provided by operating activities, and borrowings under our Revolving Credit Facility and Term Loan or through the issuance of debt or equity instruments subject to market conditions.

Long-term Liquidity Requirements

Our long-term liquidity requirements consist primarily of funds necessary to repay debt and to invest in additional revenue generating properties. Debt capital is provided through our Revolving Credit Facility and Term Loan, as well as potentially through the issuance of debt and equity instruments subject to market conditions and Company operating performance. The source and mix of our debt capital in the future will be impacted by market conditions. We plan to prudently balance our debt portfolio with a combination of fixed and floating rate debt and will evaluate opportunities to hedge certain interest rate risk where appropriate.

We expect to meet our long-term liquidity requirements primarily from borrowings under our Revolving Credit Facility and Term Loan, any future debt and equity financings, and proceeds from limited sales of our properties. Our ability to access these capital sources may be impacted by unfavorable market conditions, particularly in the debt and equity capital markets and the real estate market in general, that are outside of our control. In addition, our success will depend on our operating performance, our borrowing restrictions, our degree of leverage, market perceptions of the Company, our access to debt, equity or other capital instruments and other factors. Our acquisition growth strategy significantly depends on our ability to obtain acquisition-financing on favorable terms. We seek to reduce the risk that long-term debt capital may be unavailable to us by strengthening our balance sheet by investing in real estate with creditworthy tenants and lease guarantors, and by maintaining an appropriate mix of debt and equity capitalization.

Capital Resources

As a new publicly traded REIT we plan to access the public equity markets to maintain an appropriate mix of debt and equity in line with our leverage policy, primarily through follow-on equity offerings and eventually through an at-the-market common equity

52

offering program. We anticipate that the net proceeds from any public offerings will be used to repay debt, fund acquisitions, and for other general corporate purposes.

Financing Strategy

Our long-term financing strategy is to maintain a leverage profile that creates operational flexibility and generates superior risk-adjusted returns for our stockholders. We finance our operations and investments using a variety of methods, including available unrestricted cash balances, property operating revenue, proceeds from property dispositions, available borrowings under our Revolving Credit Facility and Term Loan, common and preferred stock issuances, and debt securities issuances, including mortgage indebtedness and senior unsecured debt. We determine the amount of equity and debt financing to be used when acquiring an asset by evaluating our cost of equity capital, terms available in the credit markets (such as interest rate, repayment provisions and maturity) and our assessment of the particular asset’s risk.

We may issue common stock when we believe that our share price is at a level that allows the offering proceeds to be accretively invested into additional properties, to permanently finance properties that were financed by our Revolving Credit Facility or Term Loan, or to repay outstanding debt at or before maturity.

Series A Convertible Preferred Stock

On November 12, 2025, the Company entered into an investment agreement to issue up to 750,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share, at an issue price of $100.00 per share, for aggregate gross proceeds of up to $75.0 million. The Series A Preferred Stock will accumulate cumulative dividends (“Regular Dividends”) at a rate (the “Regular Dividend Rate”) per annum equal to 6.75% on the liquidation preference thereof. The dividend rate will increase to 8% on the date that is four years after the last date on which the Series A Preferred Stock is issued pursuant to the Investment Agreement and will increase by an additional 2% on each subsequent anniversary thereafter up to a total of 12%. Regular dividends on the Series A Preferred Stock will be payable if, as and when authorized by the Company’s board of directors or any duly authorized committee thereof, to the extent not prohibited by law, quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. Declared Regular Dividends will be payable solely in cash. In the event that any accumulated Regular Dividend is not authorized and paid on the applicable Regular Dividend payment date, then additional dividends (“Defaulted Regular Dividends”) will accumulate on the amount of such unpaid Regular Dividend, compounded quarterly at the Regular Dividend Rate.

Shares of the Series A Preferred Stock will be entitled to participate on an as-converted basis in any dividend declared and paid on (i) the Common Stock, subject to certain exceptions, including a regular quarterly cash dividend that does not exceed 75% of AFFO per share for the applicable quarter, and (ii) the OP Units of the OP that is not also declared and paid as a dividend on the Series A Preferred Stock pursuant to clause (ii). In addition, so long as any shares of Series A Preferred Stock remain outstanding, unless full Regular Dividends, including any Defaulted Regular Dividends thereon, have been declared and paid in cash, the Company will be prohibited from declaring or paying any dividends on any junior stock, OP Units or dividend parity stock, and the Company and its subsidiaries will be prohibited from repurchasing, redeeming or otherwise acquiring for value any junior stock or OP Units, in each case subject to certain exceptions.

For so long as any shares of the Series A Preferred Stock are outstanding, the affirmative vote of either (i) holders of Series A Preferred Stock and holders of each class or series of voting parity stock, if any, representing at least a majority of the combined outstanding voting power of the Series A Preferred Stock and such voting parity stock, if any, or (ii) Maewyn FVR II LP (the “Maewyn Purchaser”), will be required to (i) amend, modify or repeal any provision of the Company’s charter in a manner that adversely affects the special rights, preferences or voting powers of the Series A preferred stock, or (ii) (x) amend or modify the Company’s charter to authorize or create, or to increase the number of authorized shares of, any dividend parity stock, liquidation parity stock, dividend senior stock or liquidation senior stock or (y) authorize, create or issue any structurally senior equity at subsidiaries of the Company existing as of the date of the Initial Closing, subject to certain exceptions. Until such time as the Maewyn Purchaser beneficially owns (determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended) less than 3.5% of the Common Stock (including, for the avoidance of doubt, the number of shares of Common Stock that would be issuable upon the conversion of all outstanding shares of Series A Preferred Stock or the number of shares of Common Stock that would be issuable upon exercise of the Warrants, as applicable, held by the Maewyn Purchaser) on a fully diluted basis, any majority consent must include the Maewyn Purchaser.

Each holder of Series A Preferred Stock will have the right, at its option, to convert its Series A Preferred Stock, in whole or in part, into shares of Common Stock, at any time. The number of shares of Common Stock into which a share of Series A Preferred Stock will convert at any time will equal the then-effective conversion rate. The conversion rate of the Series A Preferred Stock will initially be set at 5.88235 shares of Common Stock, based on an implied conversion price of $17.00 per share of Common Stock. In the event of a “change of control” where the per share consideration to be paid on the Common Stock (the “Change of Control Price”) is less than the then-effective conversion price, the conversion rate will be adjusted so that the number of shares of Common Stock

53

into which a share of Series A Preferred Stock will convert will equal the liquidation preference divided by the Change of Control Price. The conversion rate is also subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events or certain anti-dilutive offerings. The conversion rate may not be adjusted prior to the receipt of stockholder approval if such adjustment would result in a conversion price less than the average closing price for the Common Stock for the five trading days immediately preceding the signing of the Investment Agreement.

Subject to certain conditions described below, the Company may, at its option, convert the outstanding shares of Series A Preferred Stock, in whole or in part, into shares of Common Stock if, during the 30 consecutive trading days immediately preceding the date the Company notifies holders of the Series A Preferred Stock of the election to convert, the volume weighted average price of the Common Stock exceeds 117.5% of the conversion price. The Company will not exercise its right to mandatorily convert shares of Series A Preferred Stock unless certain liquidity conditions with regard to the shares of Common Stock to be issued upon such conversion are satisfied. The Company may, at its option, convert all of the outstanding shares of Series A Preferred Stock into shares of Common Stock in the event of a “change of control” transaction.

If a Purchaser fails to cure any default of its obligation to purchase shares of Series A Preferred Stock pursuant to any subsequent funding request for a period of 30 calendar days following the date notice is sent by the Company of the default, such Purchaser, if it still holds shares of Series A Preferred Stock, or any holder that acquires shares of Series A Preferred Stock directly or indirectly from such Purchaser (such Purchaser or other holder, a “Terminating Holder”), will have 10 calendar days to elect to convert all of its outstanding shares of Series A Preferred Stock, after which time such Terminating Holder’s right to submit shares of Series A Preferred Stock will terminate. In addition, if such Terminating Holder does not elect to convert its shares of Series A Preferred Stock during such 10-day period, the Company will then have the option to redeem such Terminating Holder’s shares of Series A Preferred Stock at any time.

As of December 31, 2025 no Series A Convertible Preferred Stock had been issued and we have $75.0 million of available capacity.

Description of Existing Debt Outstanding

The following is a summary of the material provisions of our Revolving Credit Facility and Term Loan.

Revolving Credit Facility

Upon closing of our IPO, a group of lenders, including JPMorgan Chase Bank, N.A. acting as administrative agent, provided commitments for our Revolving Credit Facility, allowing borrowings of up to $250.0 million, including $20.0 million available for issuance of letters of credit. Our Revolving Credit Facility has an initial maturity in October 2027 together with two 12-month extension options, subject to certain conditions, including payment of a 0.125% fee on the aggregate outstanding amount of the revolving commitments.

The Revolving Credit Facility contains a commitment fee of 0.15% per annum if average daily usage in such quarter is over 50% of total revolving commitments and 0.25% per annum if average daily usage in such quarter is equal to or less than 50% of total revolving commitments. Borrowings under our Revolving Credit Facility will bear interest at floating rates based on SOFR plus an applicable margin based on our leverage ratio ranging between 1.20% and 1.75% per annum. On September 16, 2025, the Company amended the Revolving Credit Facility to remove the 10 basis points credit spread adjustment applicable to Adjusted SOFR. On October 24, 2025, the Company amended the Revolving Credit Facility to adjust the applicable margin based on the Company's leverage ratio. As of December 31, 2025, the applicable margin was 1.15%

The Revolving Credit Facility contains an applicable facility fee based on our credit rating ranging between 0.125% and 0.30% per annum. As of December 31, 2025, the applicable facility fee was 0.30%.

As of December 31, 2025, we have $134.5 million of available capacity under our Revolving Credit Facility.

Term Loan

Upon closing of our IPO, a group of lenders, including JPMorgan Chase Bank, N.A. as administrative agent, provided commitments for our Term Loan, allowing borrowings of up to $200.0 million. Our Term Loan is available to be drawn until October 2025 and has an initial maturity of October 2027 together with two 12-month extension options, at our election, subject to certain conditions including payment of a 0.125% fee on the aggregate outstanding principal amount of the Term Loan. On December 30, 2024, we borrowed $200.0 million from the Term Loan to repay our ABS Notes when they matured in December 2024. Our Term Loan includes a ticking fee of 0.20% per annum on the average daily amount of unfunded term loan commitments.

Borrowings under our Term Loan bear interest at floating rates based on SOFR plus an applicable margin based on our leverage ratio ranging between 1.20% and 1.75% per annum. On September 16, 2025, the Company amended the Term Loan to remove the 10

54

basis points credit spread adjustment applicable to Adjusted SOFR. On October 24, 2025, the Company amended the Term Loan to adjust the applicable margin based on the Company's leverage ratio. As of December 31, 2025, the applicable margin was 1.15%.

Covenants

We are subject to various covenants and financial reporting requirements pursuant to our Revolving Credit Facility and Term Loan. The table below summarizes the applicable financial covenants. If a default or event of default exists, either through default on payments or breach of covenants, we may be restricted from paying dividends to our stockholders in excess of dividends required to maintain our REIT qualification. As of December 31, 2025, we believe we were in compliance with our covenants.

Covenants

Required

Total leverage ratio

≤ 60%

Adjusted EBITDA to fixed charges ratio

≥ 1.50 to 1.00

Secured leverage ratio

≤ 40%

Unencumbered NOI to unsecured interest expense ratio

≥ 1.75 to 1.00

Unsecured leverage ratio

≤ 60%

Tangible net worth

≥ 380,032

Contractual Obligations

The following table provides information with respect to our contractual commitments and obligations as of December 31, 2025. Refer to the discussion in the Liquidity and Capital Resources section above for further discussion over our short and long-term obligations.

(in thousands)

Year of Maturity

Revolving Credit Facility (1)

Term Loan (1)

Interest Expense (2)

Dividend (3)

Commitments to Fund Investments (4)

Total

2026

$

—

$

—

$

14,885

$

6,121

$

20,106

$

41,112

2027

115,500

200,000

10,855

—

—

326,355

2028

—

—

—

—

—

—

2029

—

—

—

—

—

—

2030

—

—

—

—

—

—

Thereafter

—

—

—

—

—

—

Total

$

115,500

$

200,000

$

25,740

$

6,121

$

20,106

$

367,467

(1)
Our Revolving Credit Facility and Term Loan contain two 12-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.125% of the commitments.

(2)
Interest expense is projected based on the outstanding borrowings and interest rates in effect as of December 31, 2025. This amount includes the impact of interest rate swap agreements.

(3)
Amounts include dividends declared as of December 31, 2025 of $0.215 per Common Stock and OP Unit. Future undeclared dividends are excluded.

(4)
Amounts include acquisitions under contract.

Derivative Instruments and Hedging Activities

We are exposed to interest rate risk arising from changes in interest rates on any floating-rate borrowings that we make under our Revolving Credit Facility and Term Loan or other debt or capital instruments that bear interest. Borrowings under our Revolving Credit Facility and Term Loan will bear interest at floating rates based on SOFR plus an applicable margin. Accordingly, fluctuations in market interest rates may increase or decrease our interest expense, which will in turn, decrease or increase our net income and cash flow.

On March 3, 2025, we entered into interest rate swap agreements to manage interest rate risk exposure on the Term Loan. The aggregate notional amount of these contracts is $200.0 million, and they mature in March 2028. The interest rate swap agreements utilized by us effectively modify our exposure to interest rate risk by converting a portion of our floating-rate debt to a fixed rate of 4.814%, including the applicable margin of 1.15% as of December 31, 2025, thus reducing the impact of interest-rate changes on future interest expense. The agreements involve the receipt of floating-rate amounts in exchange for fixed-rate interest payments over the life of the agreement without an exchange of the underlying principal amount.

On September 10, 2025, we entered into five sequential interest rate swap agreements to manage interest rate risk exposure on the Revolving Credit Facility, with the first interest rate swap agreement effective September 12, 2025. Each agreement is structured to commence immediately following the maturity of the preceding agreement. The aggregate notional amount on these contracts is $100.0 million, and they mature in six-month intervals, with the final maturity in March 2028. The interest rate swap agreements utilized by us

55

effectively modifies our exposure to interest rate risk by converting a portion of our floating-rate debt to a weighted average fixed rate of 3.220%, reducing the impact of interest-rate changes on future interest expense. The agreements involve the receipt of floating-rate amounts in exchange for fixed-rate interest payments over the life of the agreement without an exchange of the underlying principal amount.

In the future, we may attempt to manage our interest rate risk by entering into further interest rate swaps or other hedging arrangements. Under these agreements, we will receive monthly payments from the counterparties equal to the related variable interest rates multiplied by the outstanding notional amounts. In turn, we pay the counterparties each month an amount equal to a fixed interest rate multiplied by the related outstanding notional amounts. The intended net impact of these transactions is that we pay a fixed interest rate on our variable-rate borrowings. We have not entered, and do not intend to enter, into derivative or interest rate transactions for speculative purposes.

Cash Flows

Cash and cash equivalents totaled $13.5 million as of December 31, 2025, $5.1 million as of December 31, 2024 and $12.5 million as of October 2, 2024. The table below shows information concerning cash flows for the year ended December 31, 2025, the period from October 3, 2024 to December 31, 2024 and Predecessor period from January 1, 2024 to October 2, 2024:

Successor

Successor

Predecessor

For the year ended December 31,

Period from October 3 through December 31,

Period from January 1 through October 2,

(in thousands)

2025

2024

2024

Net cash provided by operating activities

$

42,132

$

2,685

$

17,844

Net cash (used in) provided by investing activities

(56,301

)

(105,103

)

7,934

Net cash provided by (used in) financing activities

22,593

95,045

(30,440

)

Net increase (decrease) in cash and cash equivalents

$

8,424

$

(7,373

)

$

(4,662

)

Net cash provided by operating activities for the year ended December 31, 2025 totaled $42.1 million, $2.7 million for the period from October 3, 2024 to December 31, 2024 and $17.8 million for the Predecessor period from January 1, 2024 to October 2, 2024. The increase in net cash provided by operating activities was mainly due to growth in our real estate portfolio, increase in rental revenues and decrease in interest expense.

Net cash used in investing activities for the year ended December 31, 2025 totaled $56.3 million and $105.1 million for the period from October 3, 2024 to December 31, 2024. Net cash provided by investing activities for the Predecessor period from January 1, 2024 to October 2, 2024 was $7.9 million. The decrease was due to increased dispositions in the year ended December 31, 2025. During the year ended December 31, 2025, there were 36 properties sold. For the period from January 1, 2024 to October 2, 2024, there were five properties sold.

Net cash provided by financing activities for the year ended December 31, 2025 totaled $22.6 million and $95.0 million for the period from October 3, 2024 to December 31, 2024. Net cash used in financing activities for the Predecessor period from January 1, 2024 to October 2, 2024 was $30.4 million. The decrease in net cash provided by financing activities was mainly due to the proceeds received from the IPO issuance on October 3, 2024.

Non-GAAP Financial Measures

Our reported results and net earnings per diluted share are presented in accordance with GAAP. We also disclose FFO, AFFO, EBITDA, EBITDAre, adjusted EBITDAre, Annualized Adjusted EBITDAre, Adjusted NOI, Annualized Adjusted NOI, Adjusted Cash NOI, Annualized Adjusted Cash NOI, Net Debt and Fixed Charge Coverage Ratio, each of which are non-GAAP measures. We believe these non-GAAP financial measures are industry measures used by analysts and investors to compare the operating performance of REITs.

We compute FFO in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”). Nareit defines FFO as GAAP net income or loss adjusted to exclude net gains (losses) from sales of certain depreciated real estate assets, depreciation and amortization expense from real estate assets, gains and losses from change in control, and impairment charges related to certain previously depreciated real estate assets. To derive AFFO, we modify the Nareit computation of FFO to include other adjustments to GAAP net income related to certain non-cash or non-recurring revenues and expenses, including straight-line rents, cost of debt extinguishments, amortization of lease intangibles, amortization of debt issuance costs, amortization of net mortgage premiums, (gain) loss on interest rate swaps and other non-cash interest expense, realized gains or losses on foreign currency transactions, Internalization expenses, structuring and public company readiness costs, extraordinary items, and other specified non-cash items. We believe that such items are not a result of normal operations and thus we believe excluding such

56

items assists management and investors in distinguishing whether changes in our operations are due to growth or decline of operations at our properties or from other factors.

Our leases typically include cash rents that increase through lease escalations over the term of the lease. Our leases do not typically include significant front-loading or back-loading of payments, or significant rent-free periods. Therefore, we find it useful to evaluate rent on a contractual basis as it allows for comparison of existing rental rates to market rental rates. We further exclude costs or gains recorded on the extinguishment of debt, non-cash interest expense and gains, the amortization of debt issuance costs, net mortgage premiums, and lease intangibles, realized gains and losses on foreign currency transactions, Internalization expenses, and structuring and public company readiness costs, as these items are not indicative of ongoing operational results. We use AFFO as a measure of our performance when we formulate corporate goals.

FFO is used by management, investors, and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers, primarily because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe that AFFO is a useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by one-time cash and non-cash revenues or expenses. FFO and AFFO may not be comparable to similarly titled measures employed by other REITs, and comparisons of our FFO and AFFO with the same or similar measures disclosed by other REITs may not be meaningful. FFO and AFFO should not be considered alternatives to net income as a performance measure or to cash flows from operations, as reported on our statement of cash flows, or as a liquidity measure, and should be considered in addition to, and not in lieu of, GAAP financial measures.

Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments to FFO that we use to calculate AFFO. In the future, the SEC, Nareit or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and in response to such standardization we may have to adjust our calculation and characterization of AFFO accordingly.

The following is a reconciliation of net loss (which is the most comparable GAAP measure) to FFO and AFFO:

Reconciliation of net loss to FFO and AFFO

Successor

Successor

Predecessor (1)

For the year ended December 31,

Period from October 3 through December 31,

Period from January 1 through October 2,

(unaudited, in thousands, except per share amounts)

2025

2024

2024

Net loss

$

(5,563

)

$

(4,822

)

$

(26,387

)

Depreciation on real property and amortization of real estate intangibles (2)

33,107

7,468

21,581

Gain on sale of real estate

(11,926

)

—

(337

)

Impairment loss

10,455

3,891

591

Funds from Operations (“FFO”)

$

26,073

$

6,537

$

(4,552

)

Diluted Weighted Average Shares Outstanding

27,840

27,578

—

FFO per share

$

0.94

$

0.24

$

—

Straight-line rent adjustments

(621

)

(322

)

(971

)

Amortization of financing transaction and discount costs

1,603

1,588

3,145

Amortization of above/below market lease intangibles (3)

3,342

164

1,341

Stock-based compensation

2,328

608

—

Lease termination fees (4)

—

(342

)

(1,384

)

Adjustment for structuring and public company readiness costs

386

662

487

Adjustment for internalization expenses

—

—

16,498

Other non-recurring expenses (5)

1,611

84

—

Adjusted Funds from Operations (“AFFO”)

$

34,722

$

8,979

$

14,564

Diluted Weighted Average Shares Outstanding

27,840

27,578

—

AFFO per share

$

1.25

$

0.33

$

—

(1)
The Company determined that per share amounts in the Predecessor period would not be meaningful to users of this filing, given the different unitholders in the Predecessor.

(2)
Includes write-offs of intangibles of $2.5 million for the year ended December 31, 2025, $0.3 million for the period from October 3, 2024 to December 31, 2024 and $0.3 million for the Predecessor period from January 1, 2024 to October 2, 2024.

(3)
Includes write-offs of $0.9 million for the year ended December 31, 2025, $(0.3) million for the period from October 3, 2024 to December 31, 2024.

57

(4)
In 2025, lease termination fees are not adjusted for AFFO purposes. 2024 AFFO figures included an adjustment for lease termination fees.

(5)
Other non-recurring expenses include one-time legal expenses related to corporate agreements including amendments to credit facilities and OP structure, severance charges, deal pursuit costs and other non-recurring items.

We compute EBITDA as earnings before interest, income taxes and depreciation and amortization. EBITDA is a measure commonly used in our industry. We believe that this ratio provides investors and analysts with a measure of our leverage that includes our operating results unaffected by the differences in capital structures, capital investment cycles and useful life of related assets compared to other companies in our industry. In 2017, Nareit issued a white paper recommending that companies that report EBITDA also report EBITDAre in financial reports. We compute EBITDAre in accordance with the definition adopted by Nareit. Nareit defines EBITDAre as EBITDA (as defined above) excluding gains (loss) from the sales of depreciable property and provisions for impairment on investment in real estate. We believe EBITDA and EBITDAre are useful to investors and analysts because they provide important supplemental information about our operating performance exclusive of certain non-cash and other costs.

EBITDA and EBITDAre are not measures of financial performance under GAAP, and our EBITDA and EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA and EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

We compute adjusted EBITDAre as EBITDAre for the applicable quarter, as adjusted to (i) reflect all investment and disposition activity that took place during the applicable quarter as if each transaction had been completed on the first day of the quarter, (ii) exclude certain GAAP income and expense amounts that we believe are infrequent and unusual in nature because they relate to unique circumstances or transactions that had not previously occurred and which we do not anticipate occurring in the future, (iii) eliminate the impact of lease termination fees from certain of our tenants, and (iv) exclude non-cash stock-based compensation expense. Annualized Adjusted EBITDAre is calculated by multiplying adjusted EBITDAre for the applicable quarter by four, which we believe provides a meaningful estimate of our current run rate for all of our investments as of the end of the most recently completed quarter given the contractual nature of our long-term net leases. You should not unduly rely on this measure as it is based on assumptions and estimates that may prove to be inaccurate. Our actual reported EBITDAre for future periods may be significantly different from our Annualized Adjusted EBITDAre.

Adjusted EBITDAre and Annualized Adjusted EBITDAre are not measurements of performance under GAAP, and our Adjusted EBITDAre and Annualized Adjusted EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our Adjusted EBITDAre and Annualized Adjusted EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

Adjusted Net Operating Income (“NOI”) and Adjusted Cash NOI are non-GAAP financial measures which we use to assess our operating results. We compute Adjusted NOI as Adjusted EBITDAre and exclude general and administration expenses. We further adjust Adjusted NOI for non-cash revenue components of straight-line rent and other amortization expense to derive Adjusted Cash NOI. We believe Adjusted NOI and Adjusted Cash NOI provide useful and relevant information because they reflect only those income and expense items that are incurred at the property level.

Adjusted NOI and Adjusted Cash NOI are not measurements of financial performance under GAAP and may not be comparable to similarly titled measures of other companies. You should not consider our measures as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

Annualized Adjusted NOI is calculated by multiplying Adjusted NOI for the applicable quarter by four and Annualized Adjusted Cash NOI is calculated by multiplying Adjusted Cash NOI for the applicable quarter by four. We believe these annualized figures provide a meaningful estimate of our current run rate for all of our investments as of the end of the most recently completed quarter given the contractual nature of our long-term net leases. You should not unduly rely on these measures as they are based on assumptions and estimates that may prove to be inaccurate. Our actual reported NOI for future periods may be significantly different from our Annualized Adjusted NOI and Annualized Adjusted Cash NOI.

58

The following table reconciles net loss (which is the most comparable to GAAP measure) to EBITDA, EBITDAre, Adjusted EBITDAre, Adjusted NOI and Adjusted Cash NOI:

Reconciliation of net loss to EBITDA, EBITDAre, Adjusted EBITDAre, Adjusted NOI and Adjusted Cash NOI

Three months ended December 31,

(unaudited, in thousands)

2025

Net loss

(5,243

)

Depreciation and amortization

8,029

Interest expense

4,308

Income taxes

2

EBITDA

7,096

Gain on sale of real estate

(2,682

)

Impairment loss

5,498

EBITDAre

9,912

Adjustment for current period investment activity (1)

449

Adjustment for current period disposition activity (1)

(62

)

Adjustment for non-cash compensation expense

763

Adjustment to exclude non-recurring expenses (2)

534

Adjustment to exclude net write-offs of accrued rental income

340

Adjustment to exclude write-offs of amortization of intangibles

1,494

Adjusted EBITDAre

13,430

General and administrative, net of non-recurring

2,408

Adjusted Net Operating Income (“NOI”)

15,838

Straight-line rental revenue, net

(521

)

Adjusted Cash NOI

15,317

Annualized EBITDAre

39,648

Annualized Adjusted EBITDAre

53,720

Annualized Adjusted NOI

63,352

Annualized Adjusted Cash NOI

61,268

(1)
Reflects an adjustment to give effect to all investments and dispositions during the quarter as if they had been acquired or disposed of as of the beginning of the period.

(2)
Reflects an adjustment to exclude non-recurring expenses including structuring and public company readiness costs, legal one-time expenses, severance charges and other non-recurring income or expenses.

59

Net Debt is a non-GAAP financial measure. We define Net Debt as our Gross Debt less cash and cash equivalent. The ratios of Net Debt to EBITDAre and Net Debt to Annualized Adjusted EBITDAre represent Net Debt as of the end of the applicable period divided by EBITDAre or Annualized Adjusted EBITDAre for the period, respectively. We believe that these ratios are useful to investors and analysts because they provide information about Gross Debt less cash and cash equivalents, which could be useful to repay debt, compared to our performance as measured using EBITDAre and Annualized Adjusted EBITDAre, which are described above.

The following table reconciles total debt (which is the most comparable GAAP measure) to Net Debt, and presents the ratios of Net Debt to EBITDAre and Net Debt to Annualized Adjusted EBITDAre:

Reconciliation of total debt to Net Debt and ratio of Net Debt to Annualized EBITDAre, Net Debt to Annualized Adjusted EBITDAre and Fixed Charge Coverage Ratio

As of December 31,

(unaudited, in thousands)

2025

Debt

Term Loan

$

200,000

Revolving Credit Facility

115,500

Gross Debt

315,500

Cash and cash equivalents

(13,518

)

Net Debt

$

301,982

Leverage ratios:

Net Debt to Annualized EBITDAre

7.6x

Net Debt to Annualized Adjusted EBITDAre

5.6x

The Adjusted EBITDA to Fixed Charge Ratio is the ratio of Adjusted EBITDA to fixed charges as of the last day of any fiscal quarter. Adjusted EBITDA is computed as net income adjusted for depreciation and amortization, interest expense, income tax expense, extraordinary or nonrecurring items, fees in connection with debt financing, acquisitions and dispositions and capital markets transactions, non-cash items and equity in net income of unconsolidated subsidiaries minus a reserve for replacements with respect to certain properties. Fixed charges are computed on a consolidated basis as interest expense (excluding amortization of fees paid in cash and discounts and premiums on debt), plus regularly scheduled principal repayments of debt (excluding any balloon or similar payments), plus any preferred dividends payable in cash.

The Annualized Fixed Charges is calculated by multiplying fixed charges for the applicable quarter by four. The Fixed Charge Coverage Ratio is the ratio of Annualized Adjusted EBITDAre to Annualized Fixed Charges. We believe this ratio is useful to investors and analysts as it is used to evaluate our liquidity and ability to obtain financing.

The following table summarizes our fixed charges, and presents Annualized Fixed Charges to Annualized Adjusted EBITDAre:

As of December 31,

(unaudited, in thousands)

2025

 Interest expense

$

4,308

 Non-cash interest

(404

)

 Fixed charges

3,904

 Annualized fixed charges

$

15,616

 Fixed Charge Coverage Ratio

3.6x

Critical Accounting Policies and Estimates

The preparation of the historical consolidated financial statements in conformance with GAAP requires management to make estimates and assumptions that are subjective in nature and affect the reported amounts of assets, liabilities, revenues, and expenses as well as other disclosures in the consolidated financial statements. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates and assumptions, however, our actual results could differ materially from our estimates. A summary of our significant accounting policies is included in Note 2—Accounting Policies for Financial Statements, contained in the consolidated financial statements included elsewhere in this Form 10-K. Management believes the following critical accounting policies affect its more significant estimates and assumptions used in the preparation of our consolidated financial statements.

60

Purchase Price Allocation of Acquired Properties

Upon acquisition of real estate held for investment considered to be an asset acquisition, we capitalized the purchase price (including related acquisition costs) as part of the cost basis. We allocate the purchase price between land, buildings and improvements, site improvements, and identifiable intangible assets and liabilities such as amounts related to in-place leases and origination costs acquired, above- and below-market leases, based upon their fair values. The allocation of the purchase price requires judgment and significant estimates. The fair value of the land and building assets is determined on an as-if-vacant basis.

Above- and below-market leases are based upon a comparison between existing leases upon acquisition and current market rents for similar real estate. The fair value of above- and below-market leases is equal to the aggregate present value of the spread between the contract and the market rate of each of the in-place leases over their remaining term. The fair values of in-place leases and origination costs are determined based on the estimates of carrying costs during the expected lease-up periods and costs that would be incurred to put the existing leases in place under the same market terms and conditions.

We use multiple sources to estimate fair value, including information obtained about each property as a result of our pre-acquisition due diligence and marketing and leasing activities. We also consider information and other factors that impact the determination of fair value such as market conditions, industry conditions that the tenant operates in, characteristics of the real estate (e.g., location, size, value of comparative rental rates, traffic count) and tenant credit profile.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If such impairment is present, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The net recoverable amount represents the undiscounted estimated future cash flow expected to be earned from the long-lived asset. In the case of real estate, the undiscounted estimated future cash flows are based on expected cash flows from the use and eventual disposition of the property. We estimate fair value using data such as operating income, estimated capitalization rates or multiples, and with regards to assets held for sale, negotiated selling price, less estimated costs of disposal.

Impact of Recent Accounting Pronouncements

For information on the impact of recent accounting pronouncements on our business, see Note 2 of the Notes to the Consolidated Financial Statements included in this Form 10-K.