Four Corners Property Trust, Inc.
A real estate investment trust that owns and leases freestanding restaurant and retail properties across the US, renting them out under triple-net leases where tenants cover taxes, insurance, and upkeep. It was born in 2015 as a spinoff from restaurant giant Darden, inheriting hundreds of restaurant properties including Olive Garden and LongHorn Steakhouse locations. Despite the name, it has nothing to do with the Four Corners Monument — the name nods to the restaurant dining table.
Common Stock
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
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 Sec…
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. 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 six months ended June 30, 2026, FCPT acquired 33 properties for a total investment value of $85.5 million, including transaction costs. These properties are 100% occupied under net leases with a weighted average remaining lease term of 10.2 years. At June 30, 2026, our lease portfolio had the following characteristics: •1,336 properties located in 48 states and representing an aggregate leasable area of 9.0 million square feet; •99.5% occupancy (based on leasable square footage); 28 •An average remaining lease term of 6.6 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 June 30, 2026; and •51% 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 and six months ended June 30, 2026 and 2025 as summarized in the table below: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2026 2025 2026 2025 Revenues: Rental revenue $ 70,035 $ 64,814 $ 139,848 $ 128,296 Restaurant revenue 8,383 8,028 16,736 16,022 Total revenues 78,418 72,842 156,584 144,318 Operating expenses: General and administrative 7,241 6,440 14,726 14,079 Depreciation and amortization 16,564 14,620 32,750 29,049 Property expenses 3,623 3,386 6,998 6,651 Restaurant expenses 7,799 7,361 15,676 14,916 Total operating expenses 35,227 31,807 70,150 64,695 Interest expense (13,813 ) (13,081 ) (26,934 ) (25,812 ) Other income 684 113 1,026 505 Income tax expense (67 ) (112 ) (165 ) (175 ) Net income 29,995 27,955 60,361 54,141 Net income attributable to noncontrolling interest (31 ) (31 ) (63 ) (61 ) Net Income Attributable to Common Shareholders $ 29,964 $ 27,924 $ 60,298 $ 54,080 Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 During the three months ended June 30, 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 $5.2 million, or 8%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This change was due primarily to the acquisition of 91 leased properties during the twelve month period from July 1, 2025 through June 30, 2026. During the three months ended June 30, 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 June 30, 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 increased $0.8 million, or 12%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to an increase in cash compensation-related expenses and increased non-cash stock-based compensation expense. General and administrative expense, after excluding stock-based compensation, for the three months ended June 30, 2026 was $4.8 million, compared to $4.4 million of general and administrative expense, after excluding stock-based compensation, for the three months ended June 30, 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 $1.9 million, or 13%, for the three months 29 ended June 30, 2026 compared to the three months ended June 30, 2025, due to the acquisition of 91 properties, during the twelve month period from July 1, 2025 through June 30, 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 June 30, 2026, we recorded property expenses of $3.6 million, of which $2.8 million was reimbursed by tenants. During the three months ended June 30, 2025, we recorded property expenses of $3.4 million, of which $2.7 million was reimbursed by tenants. The increase in property expenses is primarily due to an increase in vacancy-related expenses. Interest Expense We incur interest expense on our $640 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 $0.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to the net increase in term loans of $50 million in April 2026. Realized Gain on Sale, Net During the three months ended June 30, 2026 and 2025, no properties were sold. Income Taxes During the three months ended June 30, 2026 and 2025, our income tax expense was $55 thousand and $112 thousand, 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 June 30, 2026 compared to the three months ended June 30, 2025 primarily due to increased guest counts and higher average spend per guest. Total restaurant expenses increased by $0.4 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily attributable to higher commodity costs. During the three months ended June 30, 2026 and 2025, the Company recorded income tax expense of less than $50 thousand for either period. Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 During the six months ended June 30, 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 $11.6 million, or 9%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This change was due primarily to the acquisition of 91 leased properties during the twelve month period from July 1, 2025 through June 30, 2026. During the six months ended June 30, 2026, we recognized variable lease revenue, including costs paid by the lessor and reimbursed by the lessees, within rental revenue of $5.6 million as compared to $5.5 million during the six months ended June 30, 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 increased $0.6 million, or 5%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to an increase in cash compensation-related expenses and increased non-cash stock-based compensation expense. General and administrative expense, after excluding stock-based compensation, for the six months ended June 30, 2026 was $9.6 million, compared to $9.3 million of general and administrative expense, after excluding stock-based compensation, for the six months ended June 30, 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 $3.7 million, or 13%, for the six months 30 ended June 30, 2026 compared to the six months ended June 30, 2025, due to the acquisition of 91 properties, during the twelve month period from July 1, 2025 through June 30, 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 six months ended June 30, 2026, we recorded property expenses of $7.0 million, of which $5.6 million was reimbursed by tenants. During the six months ended June 30, 2025, we recorded property expenses of $6.7 million, of which $5.5 million was reimbursed by tenants. The increase in property expenses is primarily due to an increase in vacancy-related expenses. Interest Expense We incur interest expense on our $640 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 $1.1 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to the net increase in term loans of $50 million in April 2026. Realized Gain on Sale, Net During the six months ended June 30, 2026 and 2025, no properties were sold. Income Taxes During the six months ended June 30, 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 $0.7 million, or 4%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to increased guest counts and higher average spend per guest. Total restaurant expenses increased by $0.8 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily attributable to higher commodity costs. During the six months ended June 30, 2026, and June 30, 2025, the Company recorded income tax expense of less than $100 thousand for either period. Critical Accounting Policies and Estimates The preparation of FCPT’s Consolidated Financial Statements in conformance with U.S. GAAP requires management to make estimates and 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. A summary of FCPT’s critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2025 in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates.” Management believes those critical accounting policies, among others, affect our more significant estimates and assumptions used in the preparation of our Consolidated Financial Statements. 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 - Summary of Significant Accounting Policies of our Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Liquidity and Financial Condition At June 30, 2026, we had $24.8 million of cash and cash equivalents and $350 million of borrowing capacity under our revolving credit facility, which expires on February 1, 2029, subject to our ability to extend the term for two additional six-month periods to February 1, 2030. The revolving credit facility provides for a letter of credit sub-limit of $25 million. See Note 6 - Debt, Net of Deferred Financing Costs included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information. As of June 30, 2026, we had no outstanding borrowings under the revolving credit facility. At June 30, 2026, the weighted average interest rate on the term loans, after consideration of the interest rate hedges, was 4.04%. 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 “2025 Credit Agreement”). On August 19, 2025, the Company entered into Amendment No. 1 to the 2025 Credit Agreement which removed the credit spread adjustment applicable to the revolving credit and term loan agreement. Pursuant to the amendment, as of June 30, 2026, term loans under the 2025 Credit Agreement accrued interest at a per annum rate equal to a SOFR rate plus a margin of 0.95% to 1.00%, and the 31 revolver accrued interest at a per annum rate equal to a margin of 0.85%. A facility fee at a rate of 0.20% per annum applied to the total revolving commitments available under the 2025 Credit Agreement. The 2025 Credit Agreement contains customary events of default including, among other things, payment defaults, breach of covenants, cross default and cross acceleration to material recourse indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default will limit the ability of the Company and FCPT OP to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral. On July 28, 2026, the Company and FCPT OP entered into a Fifth Amended and Restated Revolving Credit and Term Loan Agreement with a group of existing and new lenders (the “2026 Credit Agreement”), which amends and restates in its entirety the 2025 Credit Agreement. The 2026 Credit Agreement increases the overall size of the credit facilities from $940 million under the 2025 Credit Agreement to $1.15 billion. The 2026 Credit Agreement provides for a senior unsecured revolving credit facility in an aggregate principal amount of $350.0 million with a maturity date of February 1, 2029, and a senior unsecured term loan facility in an aggregate principal amount of $800.0 million (the “2026 Term Loan Facility”), comprised of (i) a $90.0 million term loan tranche with a maturity date of February 1, 2028, (ii) a $85.0 million term loan tranche with a maturity date of March 14, 2028 (the “Term Loan A-5 Tranche”), (iii) a $225.0 million term loan tranche with a maturity date of February 1, 2029 (the “Term Loan A-1 Tranche”), and (iv) a $400.0 million term loan tranche with a maturity date of August 1, 2031, of which $360.0 million was drawn at close and $40.0 million consists of delayed draw term loan commitments that may be drawn during the applicable availability period ending no later than January 28, 2027 (the “Term Loan A-2/3 Tranche”). The 2026 Credit Agreement has an accordion feature to increase the revolving commitments or add one or more tranches of new term loans or delayed draw term loan commitments up to an additional aggregate amount not to exceed $550.0 million, subject to certain conditions, including one or more new or existing lenders agreeing to provide commitments for such increased amount. The portion of the Term Loan A-2/3 Tranche that was drawn at close was used to pay down the $100 million and $90 million of term loans maturing in November 2026 and February 2027, respectively, while the incremental proceeds are expected to fund investments and other general corporate purposes. Loans under the 2026 Credit Agreement accrue interest at a per annum rate equal to, at our election, either a forward-looking term rate based on the SOFR or daily simple SOFR floating interest rate plus an applicable margin ranging from 0.725% to 1.40%, in the case of the revolving credit facility, and 0.75% to 1.55%, in the case of the 2026 Term Loan Facility, or an alternate base rate determined according to the highest of the prime rate, the federal funds rate plus 0.50% and the one-month term SOFR plus 1.00%, plus a margin ranging from 0.00% to 0.40%, in the case of the revolving credit facility, and 0.00% to 0.55%, in the case of the 2026 Term Loan Facility. In each case, the margin is determined according to the credit rating applicable from time to time with respect to the Company’s senior, unsecured, long-term indebtedness. In the event that all or a portion of the principal amount of any loan borrowed pursuant to the 2026 Credit Agreement is not paid when due, interest will accrue at the rate that would otherwise be applicable thereto plus 2.00%. We are required to pay a facility fee at a rate ranging from 0.125% to 0.30% per annum, depending on our credit rating applicable from time to time with respect to such indebtedness, on the daily amount of the revolving commitments, whether used or unused. Until the delayed draw term loan commitments under the Term Loan A-2/3 Tranche are terminated or expire, we are required to pay a ticking fee at a rate ranging from 0.125% to 0.30% per annum on the average daily balance of unfunded delayed draw term loan commitments under the Term Loan A-2/3 Tranche, which shall accrue beginning on the ninety-first day after July 28, 2026. Amounts owing under the 2026 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 a SOFR-based rate election is in effect. No amortization payments are required on any term loan prior to its maturity date. We have the option to extend the maturity date of the revolving credit facility twice by an additional six months, subject to the satisfaction of certain conditions, including the payment of an extension fee of 0.0625% on the aggregate amount of the then-outstanding revolving commitments for such extension. We have the option to extend the maturity date of the Term Loan A-1 Tranche and the Term Loan A-5 Tranche, in each case, by one-year on one occasion subject to the satisfaction of certain conditions, including payment by us of an extension fee that is equal to 0.125% of the then-outstanding principal amount of term loans under the Term Loan A-1 Tranche and the Term Loan A-5 Tranche, as applicable, for each such extension. The obligations under the 2026 Credit Agreement are unsecured. Pursuant to a fifth amended and restated parent guaranty (the “2026 Guaranty”) entered into on July 28, 2026, which amends and restates in its entirety the fourth amended and restated parent guaranty dated January 31, 2025, the obligations under the 2026 Credit Agreement are guaranteed, on a joint and several basis, by the Company and its subsidiary, Four Corners GP, LLC. The 2026 Credit Agreement contains customary affirmative and negative covenants that, among other things, require customary reporting obligations, contain obligations to maintain status as a real estate investment trust, and restrict, subject to certain exceptions, incurrence of indebtedness and liens, our ability to enter into mergers, consolidations, sales of assets and similar transactions, limitations on distributions and other restricted payments, and limitations on transactions with affiliates. In addition, we will be subject to the following financial covenants: (1) total leverage ratio not to exceed 60%, subject to an increase to 65% for the four fiscal quarters ending immediately following the occurrence of a material acquisition, (2) mortgage-secured leverage ratio not to exceed 40%, (3) minimum fixed charge coverage ratio of 1.50 to 1.00, (4) maximum unencumbered leverage ratio not to exceed 60%, subject to an increase to 65% for the four fiscal quarters ending immediately following the occurrence of a material acquisition, and (5) minimum unencumbered interest coverage ratio not less than 1.75 to 1.00. 32 The 2025 Credit Agreement contained, and the 2026 Credit Agreement contains, customary events of default including, among other things, payment defaults, breach of covenants, cross default and cross acceleration to material recourse indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default (after notice and cure periods in certain circumstances) will limit the ability of the Company and FCPT OP to make distributions and may result in the termination of the credit facility and acceleration of repayment obligations. On April 6, 2026, the Company entered into a new $200 million senior unsecured delayed draw term loan facility (the "Term Loan Facility") with a group of existing lenders from its existing credit facility. The Term Loan Facility has a seven-year tenor and matures on April 6, 2033, and did not impact the Company's debt covenants. $50 million of the Term Loan Facility was drawn at close and was used to fund the Company’s immediate investment pipeline and other general corporate purposes. As of July 30, 2026, the remaining $150 million had been fully drawn. The Term Loan Facility contains a credit margin of 1.25% over SOFR as determined by FCPT’s current investment grade ratings on its senior unsecured debt. As of July 30, 2026, the only outstanding debt due within one year is $125 million of private senior notes which we have resources to pay given the new term loan under the 2026 Credit Agreement. We have entered into the following interest rate swaps to hedge the interest rate variability associated with the term loan portion of our credit facility. These hedging agreements were entered into to mitigate the interest rate risk inherent in FCPT OP’s variable rate debt and not for trading purposes. These swaps are accounted for as cash flow hedges with all interest income and expense recorded as a component of net income and other valuation changes recorded as a component of other comprehensive income. Product Notional Amount ($ 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 25,000 3/19/2025 3/9/2030 3.79% Daily Simple SOFR + 10 bps Swap 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) 30,000 2/18/2026 11/9/2031 3.38% Daily Simple SOFR Swap (1) 25,000 4/6/2026 11/9/2029 3.54% Daily Simple SOFR Swap (1) 25,000 4/9/2026 4/9/2030 3.55% Daily Simple SOFR Swap (1) 25,000 8/1/2026 8/1/2030 3.83% Daily Simple SOFR Swap (1) 25,000 8/1/2026 8/1/2030 3.81% Daily Simple SOFR Swap (1) 25,000 8/1/2026 8/1/2030 3.82% Daily Simple SOFR Swap 25,000 11/9/2026 11/9/2030 3.75% Daily Simple SOFR + 10 bps Swap 25,000 11/9/2026 11/9/2031 3.87% Daily Simple SOFR + 10 bps Swap 25,000 11/9/2027 11/9/2029 3.51% Daily Simple SOFR + 10 bps Swap 25,000 11/9/2027 11/9/2029 3.39% Daily Simple SOFR + 10 bps Swap (1) 25,000 11/9/2027 11/9/2029 3.26% Daily Simple SOFR Swap (1) 25,000 11/9/2027 11/9/2029 3.27% Daily Simple SOFR Swap (1) 25,000 11/9/2028 11/9/2030 3.43% Daily Simple SOFR (1)During the first six months of 2026, 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 from changes in interest rates from the trade date through the forecasted issuance date of debt. 33 The Company has issued the following $625 million of senior unsecured fixed rate notes in private placements pursuant to note purchase agreements with the various purchasers. Maturity Interest Outstanding Balance ($ in thousands) Date Rate June 30, 2026 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 $291.8 million through October 30, 2025. In connection with the Company’s ATM programs, the Company may enter into forward sale agreements with certain financial institutions acting as forward purchasers whereby, at the Company's discretion, the forward purchasers may borrow and sell shares of common stock. The use of forward sale agreements allows the Company to lock in a share price on the sale of shares of common stock at the time the respective forward sale agreements are executed but defer settling the forward sale agreements and receiving the proceeds from the sale of shares until a later date. We currently expect to fully physically settle any future forward sale agreement with the relevant forward purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser. During the three and six months ended June 30, 2026, the Company had the following activity under its ATM program, the net proceeds of which were employed to fund acquisitions and for general corporate purposes. Three Months Ended June 30, 2026 Shares Gross Wtd Avg Sales Price Net Wtd Avg Sales Price Net Proceeds (1) ($ in thousands) Executed forward sale agreements — $— n/a n/a Physically settled forward sale agreements — $— $— $— Total shares sold and issued under the ATM programs — $— $— $— (1)Net proceeds, after sales commissions and offering expenses 34 Six Months Ended June 30, 2026 Shares Gross Wtd Avg Sales Price Net Wtd Avg Sales Price Net Proceeds (1) ($ in thousands) Executed forward sale agreements — $ — n/a n/a Physically settled forward sale agreements 1,439,298 $ 27.72 $ 27.19 $ 39,136 Total shares sold and issued under the ATM programs 1,439,298 $ 27.72 $ 27.19 $ 39,136 (1)Net proceeds, after sales commissions and offering expenses At June 30, 2026, the Company had no outstanding forward sale agreements. At June 30, 2026, there was $500.0 million available for issuance under the ATM programs. 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, the funding of tenant improvements, 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 U.S. GAAP net income to National Association of Real Estate Investment Trusts (“NAREIT”) funds from operations (“FFO”) and adjusted funds from operations (“AFFO”). Three Months Ended June 30, Six Months Ended June 30, (In thousands, except share and per share data) 2026 2025 2026 2025 Net income $ 29,995 $ 27,955 $ 60,361 $ 54,141 Depreciation and amortization on real estate investments 16,490 14,582 32,601 28,974 Gain on exchange of real estate (1) (377 ) — (377 ) — FFO (as defined by NAREIT) $ 46,108 $ 42,537 $ 92,585 $ 83,115 Straight-line rent (470 ) (837 ) (1,248 ) (1,563 ) Deferred income tax expense (2) (36 ) (14 ) (76 ) (69 ) Stock-based compensation 2,455 2,001 5,068 4,761 Non-cash amortization of deferred financing costs 888 786 1,688 1,568 Non-real estate investment depreciation 74 38 149 75 Other non-cash revenue adjustments 467 478 1,011 964 Adjusted Funds from Operations (AFFO) $ 49,486 $ 44,989 $ 99,177 $ 88,851 Weighted average fully diluted shares outstanding (3) 109,908,867 101,282,790 109,817,564 100,745,776 FFO per diluted share $ 0.42 $ 0.42 $ 0.84 $ 0.82 AFFO per diluted share $ 0.45 $ 0.44 $ 0.90 $ 0.88 (1)Non-cash gain recognized for GAAP purposes on the exchange of nonfinancial assets related to real estate property. (2)Amount represents non-cash deferred income tax benefit recognized in the three and six months ended June 30, 2026 and 2025 for income tax benefit at the Kerrow Restaurant Business. (3)Assumes the issuance of common shares for OP units held by non-controlling partners. 35 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 the following items to the extent present in the applicable period: 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.
Information concerning market risk is incorporated herein by reference to Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as supplemented by the information under “Management’s Discussion and Analysis of Financial Condition and Res…
Information concerning market risk is incorporated herein by reference to Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as supplemented by the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part I, Item 1A titled “Risk Factors.” Other than the developments described thereunder, including changes in the fair values of our assets, there have been no other material changes in our quantitative or qualitative exposure to market risk since December 31, 2025.
Read original filing text →In the ordinary course of our business, we are party to various claims and legal actions that management believes are routine in nature and incidental to the operation of our business. Management believes that the outcome of these proceedings will not have a material adverse eff…
In the ordinary course of our business, we are party to various claims and legal actions that management believes are routine in nature and incidental to the operation of our business. Management believes that the outcome of these proceedings will not have a material adverse effect upon our operations, financial condition or liquidity.
Read original filing text →There have been no material changes to the risk factors as disclosed in Part I, Item 1A. “Risk Factors” beginning on page 8 of our Annual Report on Form 10-K for the year ended December 31, 2025.
There have been no material changes to the risk factors as disclosed in Part I, Item 1A. “Risk Factors” beginning on page 8 of our Annual Report on Form 10-K for the year ended December 31, 2025.
Read original filing text →