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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

OR


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission File Number: 1-37538

FOUR CORNERS PROPERTY TRUST, INC.

(Exact name of Registrant as specified in its charter)

Maryland		47-4456296
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

591 Redwood Highway, Suite 3215, Mill Valley, CA 94941

(Address of principal executive offices)

Registrant’s telephone number, including area code: (415) 965-8030

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		FCPT		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark if the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☒	Non-accelerated filer ☐	Emerging growth company ☐

Accelerated filer ☐	Smaller reporting company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of Common Stock held by non-affiliates of the Registrant, computed by reference to the closing sales price of such shares on the New York Stock Exchange as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately: $2,~~230~~719,~~681~~182,~~629~~574.

Number of shares of Common Stock, par value $0.0001, outstanding as of February 1312, ~~2025~~2026: 99109,~~970~~745,~~872~~042

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Definitive Proxy Statement for its Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission no later than April 30, ~~2025~~2026 are incorporated by reference into Part III of this Report.

FOUR CORNERS PROPERTY TRUST, INC.

FORM 10 - K

YEAR ENDED DECEMBER 31, ~~2024~~2025

TABLE OF CONTENTS

		Page
Part 1
Item 1.	Business	3
Item 1A.	Risk Factors	89
Item 1B.	Unresolved Staff Comments	23
Item 1C.	Cybersecurity	23
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosure	24
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Reserved	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 8.	Financial Statements and Supplementary Data	36
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	36
Item 9A.	Controls and Procedures	36
Item 9B.	Other Information	37
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	37
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	3837
Item 11.	Executive Compensation	3837
Item 12.	Security Ownership of Certain Owners and Management and Related Stockholder Matters	3837
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3837
Item 14.	Principal Accounting Fees and Services	3837
Part IV
Item 15.	Exhibits, Financial Statement Schedules	3937
Item 16.	Form 10-K Summary	3937
	Signatures	E-4

PART I

Forward-Looking Statements

Statements contained in this Annual Report on Form 10-K, including the documents that are incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Also, when Four Corners Property Trust, Inc. uses any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, Four Corners Property Trust, Inc. is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements. Certain factors that could cause actual results or events to differ materially from those anticipated or projected are described in “Item 1A. Risk Factors.” of this Annual Report on Form 10-K.

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

Item 1. Business.

Unless the context indicates otherwise, all references to “FCPT,” the “Company,” “we,” “our” or “us” include Four Corners Property Trust, Inc. and all of its consolidated subsidiaries.

History

WeThe ~~were~~Company was incorporated asin a Maryland ~~corporation~~in on July 2, 2015. The Company was formed as a wholly owned ~~indirect~~ subsidiary of Darden Restaurants, Inc. (~~together with its consolidated subsidiaries “~~"Darden”"), ~~for the purpose of owning, acquiring~~ and ~~leasing~~became ~~properties~~an onindependent apublicly ~~net~~traded ~~basis,~~company ~~for~~four ~~use~~months inlater ~~the~~following ~~restaurant and related food service industries. On November 9, 2015, Darden completed a spin-off of FCPT pursuant to which Darden contributed to us (i) 100% of~~ the ~~equity~~completion interest in entities that owned 418 properties in which Darden operates Olive Garden, LongHorn Steakhouse and other branded restaurants (the “Properties” or “Property”) and (ii) six LongHorn Steakhouse restaurants, including the properties or interests associated with such restaurants, located in the San Antonio, Texas area (the “Kerrow Restaurant Operating Business”). In exchange, we issued to Darden all of ~~our~~its ~~common~~separation ~~stock~~from ~~and paid to~~ Darden ~~$315.0 million~~ in ~~cash.~~November Subsequently, Darden distributed all of our outstanding shares of common stock pro rata to holders of Darden common stock whereby each Darden shareholder received one share of our common stock for every three shares of Darden common stock held at the close of business on the record date as well as cash in lieu of any fractional shares of our common stock which they would have otherwise received (the “Spin-Off”)2015.

Business 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, ~~2024~~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 the Kerrow Restaurant Operating Business pursuant to franchise agreements with Darden.

In addition to managing our existing properties, our strategy includes investing in additional restaurant and retail properties to grow and diversify our existing portfolio. We expect this acquisition strategy will decrease our reliance on Darden 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.

As of December 31, ~~2024~~2025, our lease portfolio had the following characteristics:

•

1,~~198~~303 free-standing properties located in 4748 states and representing an aggregate leasable area of 8.08 million square feet;

•

99.6% occupancy (based on leasable square footage);

•

An average remaining lease term of 76.39 years (weighted by annualized base rent);

•

An average annual rent escalation of 1.45%1 through December 31, ~~2029~~2030 (weighted by annualized base rent); and

•

5653% investment-grade tenancy (weighted by annualized base rent).

Segments

We operate in two segments, real estate operations and restaurant operations. Our segments are based on our organizational and management structure, which aligns with how our results are monitored and performance is assessed.

Our real estate operations segment consists of rental revenues primarily generated by leasing restaurant and retail properties to tenants through net lease arrangements under which the tenant is primarily responsible for ongoing costs relating to the properties. Our real estate operations segment also includes expenses associated with continuing efforts to invest in additional restaurant and retail properties and our corporate operating expenses.

Our restaurant operations segment is conducted through a taxable REIT subsidiary (“TRS”) and consists of our Kerrow Restaurant Operating Business. The associated sales revenues, restaurant expenses and overhead on Kerrow Restaurant Operating Business’s seven buildings and equipment comprise our restaurant operations.

Our shares of common stock are listed on the New York Stock Exchange under the ticker symbol “FCPT”.

Our executive offices are located at 591 Redwood Highway, Suite 3215, Mill Valley, California 94941, and our telephone number is (415) 965-8030.

Our Business Objectives and Strategy

Our primary goal is to create long-term shareholder value by executing our investment objectives to maximize the value of our assets, to acquire assets with growth and diversification opportunities due to favorable lease structures and attractive submarket demographics, to actively manage our existing portfolio, and to provide attractive and growing quarterly cash dividends. We do not currently have a fixed schedule of the number of acquisitions we intend to make over a particular time period, but rather, we intend to pursue those acquisitions that meet our investing and financing objectives where we can earn a return above our weighted-average cost of capital adjusted to reflect counterparty risk.

The key components of our business strategy, beyond managing our properties in accordance with our leases, include:

Investment Strategy

Acquire Additional Restaurant and Retail Properties: Our investment strategy is primarily to acquire restaurant and retail properties that are occupied at well-located sites by nationally recognized brands with quality operators subject to long-term net leases. These acquisitions may take many forms including, sale-leaseback transactions, one-off acquisitions or acquisitions of portfolios of properties from other REITs, and other public and private real estate owners, and acquisitions of outparcel properties from mall and shopping center companies. We will employ a disciplined, opportunistic acquisition strategy and price transactions appropriately based on, among other things, the mix of assets acquired, length and terms of the lease, location and submarket attractiveness, and the credit worthiness of the existing tenant.

Increase Diversity of Portfolio: We seek to develop a diverse asset portfolio as we continue to expand. As of December 31, ~~2024~~2025, properties in our leasing portfolio were located in 4748 different states across the continental United States, comprised of ~~163~~179 unique tenant brands, and noour ~~concentrations~~properties ofin only one state, Texas, individually accounted for 10% or ~~greater~~more of our total ~~rental~~ revenue inat ~~any~~10.0% ~~one~~of ~~state~~our total revenue. Additionally, as of December 31, ~~2024~~2025, restaurant properties and non-restaurant retail properties accounted for ~~77.3~~74% and ~~22.7~~26%, respectively, of our total revenues. Acquiring restaurant properties while also acquiring non-restaurant retail properties allows us to leverage our experience with the restaurant industry and accelerate our diversified growth and, in doing so, reduce our concentration with Darden.

Operating Strategy

Long-Term, Net Lease Structure: We intend to hold our properties for long-term investment. Our properties are leased to our tenants on a net lease basis with a weighted average remaining lease term of approximately 76.39 years before any renewals and an average annual rent escalation of 1.45% through December 31, ~~2029~~2030 (weighted by annualized base rent), thereby providing a long-term, stable income stream. Under the leases, the tenant is typically responsible for maintaining the properties in accordance with prudent industry practice and in compliance with all federal and state standards. The maintenance responsibilities include, among others, maintaining the building, building systems including roofing systems and other improvements. In addition to maintenance requirements, the tenant is also generally responsible for insurance

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

required to be carried under the leases, taxes levied on or with respect to the properties, payment of common area maintenance charges and all utilities and other services necessary or appropriate for the properties and the business conducted on the properties. At the option of the tenant, the leases will generally allow extensions for a certain number of multi-year renewal terms beyond the initial term and the tenant can elect which of the properties then subject to the leases to renew. The number and duration of the renewal terms for any given property may vary, however, based on the initial term of the relevant lease and other factors.4

~~Re-lease~~the ~~Properties:~~properties ~~Over~~in ~~time~~accordance wewith ~~will~~prudent ~~face~~industry ~~re-tenanting~~practice ~~risk~~and in compliance with all federal and ~~opportunity~~state standards. IfThe ~~our~~maintenance ~~tenants~~responsibilities ~~elect~~include, toamong ~~cease~~others, ~~operations~~maintaining atthe ~~any~~building, ofbuilding ~~our~~systems ~~properties,~~including weroofing ~~will~~systems ~~need~~and other improvements. In addition to ~~find~~maintenance arequirements, ~~replacement~~the tenant atis ~~the~~also ~~end~~generally ofresponsible for insurance required to be carried under the ~~lease~~leases, ~~term~~taxes levied on or ~~earlier~~with ifrespect ato ~~tenant~~the ~~abandons~~properties, ~~one~~payment of ~~our~~common area maintenance charges and all utilities and other services necessary or appropriate for the properties ~~prior~~and tothe business conducted on the ~~end~~properties. At the option of the ~~lease~~tenant, ~~term.~~the Weleases ~~plan~~will togenerally ~~use~~allow ~~leasing~~extensions ~~expertise~~for a certain number of multi-year renewal terms beyond the initial term and ~~relationships~~the ~~developed~~tenant ~~through~~can ~~our~~elect ~~national~~which ~~operations~~of the properties then subject to ~~replace~~the ~~tenants~~leases ~~under~~to renew. The number and duration of the renewal terms for any ~~expiring~~given orproperty ~~abandoned~~may ~~leases~~vary, however, based on the initial term of the relevant lease and other factors.

~~Operate~~Re-lease ~~the~~Properties: ~~Kerrow~~Over ~~Restaurant~~time ~~Operating~~we ~~Business:~~will Weface ~~operate~~re-tenanting ~~the~~risk ~~Kerrow~~and ~~Restaurant~~opportunity. ~~Operating~~If ~~Business~~our ~~through~~tenants ~~Kerrow~~elect ~~Holdings,~~to ~~LLC~~cease ~~(“Kerrow”).~~operations ~~Although~~at any of our properties, we ~~intend~~will need to ~~derive~~find a replacement tenant at the ~~majority~~end of ~~our~~the ~~revenue~~lease ~~from~~term ~~leasing~~or ~~properties~~earlier onif a ~~net~~tenant ~~basis~~abandons toone ~~restaurant~~of ~~and~~our ~~retail~~properties ~~operators,~~prior to the ~~Kerrow~~end ~~Restaurant~~of ~~Operating~~the ~~Business~~lease ~~will~~term. ~~provide~~We usplan ~~with~~to ause ~~diversified~~leasing ~~revenue~~expertise ~~stream~~ and ~~equip~~relationships usdeveloped ~~with~~through ~~the~~our ~~expertise~~national operations to ~~better~~replace ~~analyze~~tenants ~~other~~under ~~restaurant~~any ~~properties~~expiring ~~that~~or ~~could~~abandoned ~~serve as expansion opportunities~~leases.

~~Financing~~Operate ~~Strategy~~the Kerrow Restaurant Operating Business: We operate the Kerrow Restaurant Operating Business through Kerrow Holdings, LLC (“Kerrow”). Although we intend to derive the majority of our revenue from leasing properties on a net basis to restaurant and retail operators, the Kerrow Restaurant Operating Business will provide us with a diversified revenue stream and equip us with the expertise to better analyze other restaurant properties that could serve as expansion opportunities.

~~Maintain~~Financing Balance Sheet Strength and Liquidity: We intend to maintain a capital structure that provides the resources and financial flexibility to support the growth of our business. Our principal sources of liquidity will be our cash generated through operations, our revolving credit facility which has an undrawn capacity as of December 31, 2024 of $245.0 million, our ability to access the public equity markets, and our ability to access bank and private placement debt markets. Through disciplined capital spending and working capital management, we intend to maximize our cash flows and maintain our targeted balance sheet and leverage ratios.Strategy

~~Investment~~Maintain Balance Sheet Strength and ~~Financing~~Liquidity: ~~Policies~~We intend to maintain a capital structure that provides the resources and financial flexibility to support the growth of our business. Our principal sources of liquidity will be our cash generated through operations, our revolving credit facility which has an undrawn capacity as of December 31, 2025 of $350 million, our ability to access the public equity markets, and our ability to access bank and private placement debt markets. Through disciplined capital spending and working capital management, we intend to maximize our cash flows and maintain our targeted balance sheet and leverage ratios.

OurInvestment investment objectives are to increase cash flow, provide quarterly cash dividends, maximize the value of our assets and acquireFinancing assets with cash flow growth potential. We intend to continue to invest in both restaurant properties and, increasingly over time, other retail property types beyond the restaurant industry.Policies

WeOur ~~expect~~investment ~~that~~objectives ~~future~~are ~~investments~~to inincrease ~~properties, including any improvements or renovations of currently owned or newly- acquired properties, will be financed, in whole or in part, with~~ cash flow ~~from our operations~~, ~~borrowings~~provide ~~under~~quarterly ~~our~~cash ~~$250 million revolving credit facility~~dividends, ormaximize the ~~proceeds~~value ~~from issuances~~ of ~~common~~our ~~stock,~~assets ~~preferred stock, debt or other securities. Our investment~~ and ~~financing~~acquire ~~policies~~assets ~~and~~with ~~objectives~~cash ~~are~~flow ~~subject~~growth ~~to change periodically at the discretion of our Board of Directors without a vote of shareholders~~potential. We ~~also~~intend ~~have~~to ancontinue ~~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 usinvest atin ~~such~~both ~~time.~~restaurant Onproperties ~~September 17, 2024, the Company terminated the prior ATM program (the "prior ATM program")~~ and ~~entered into a new ATM program (the "ATM program" together with the prior ATM program~~, ~~the~~increasingly ~~"ATM~~over ~~programs")~~time, ~~pursuant~~other toretail ~~which~~property ~~shares~~types ofbeyond the ~~Company’s~~restaurant ~~common stock having an aggregate gross sales price of up to $500~~industry.0 million through sales agents and forward sellers. As of December 31, 2024, we hold an investment grade rating of BBB from Fitch Ratings and an investment grade rating of Baa3 from Moody’s Investor Service.

~~Flexible~~We ~~UPREIT~~expect ~~Structure~~that future investments in properties, including any improvements or renovations of currently owned or newly- acquired properties, will be financed, in whole or in part, with cash flow from our operations, borrowings under our $350 million revolving credit facility, or the proceeds from issuances of common stock, preferred stock, debt or other securities. Our investment and financing policies and objectives are subject to change periodically at the discretion of our Board of Directors without a vote of shareholders. We also 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 terminated the prior ATM program (the "prior ATM program") and entered into a new ATM program (the "ATM program" together with the prior ATM program, the "ATM programs"), pursuant to which shares of the Company’s common stock having an aggregate gross sales price of up to $500.0 million through sales agents and forward sellers. As of December 31, 2025, we hold an investment grade rating of BBB from Fitch Ratings and an investment grade rating of Baa3 from Moody’s Investor Service.

WeFlexible operate in what is commonly referred to as an UPREIT structure, in which substantially all of our properties and assets are held through FCPT OP. It is managed by FCPT GP, which accordingly controls the management and decisions of FCPT OP. Conducting business through FCPT OP allows us flexibility in the manner in which we structure and acquire properties. In particular, an UPREIT structure enables us to acquire additional properties from sellers in exchange for limited partnership units in FCPT OP. As a result, this structure potentially may facilitate our acquisition of assets in a more efficient manner and may allow us to acquire assets that the owner would otherwise be unwilling to sell to us.Structure

~~Our~~We ~~Portfolio~~operate in what is commonly referred to as an UPREIT structure, in which substantially all of our properties and assets are held through FCPT OP. It is managed by FCPT GP, which accordingly controls the management and decisions of FCPT OP. Conducting business through FCPT OP allows us flexibility in the manner in which we structure and acquire properties. In particular, an UPREIT structure enables us to acquire additional properties from sellers in exchange for limited partnership units in FCPT OP. As a result, this structure potentially may facilitate our acquisition of assets in a more efficient manner and may allow us to acquire assets that the owner would otherwise be unwilling to sell to us.

AtOur December 31, 2024, our investment portfolio included 1,198 rental properties located in 47 states, all within the continental United States. These properties were held for investment, with an aggregate leasable area of approximately 8.0 million square feet, and had a weighted average remaining lease term of 7.3 years before any lease renewals. An additional seven properties, representing the Kerrow Restaurant Operating Business, are operated by Kerrow subject to franchise agreements with Darden (“Franchise Agreements”). Two of these restaurants are subject to ground leases to third parties.Portfolio

5At December 31, 2025, our investment portfolio included 1,303 rental properties located in 48 states, all within the continental United States. These properties were held for investment, with an aggregate leasable area of approximately 8.8 million square feet, and had a weighted average remaining lease term of 6.9 years before any lease renewals. An additional seven properties, representing the Kerrow Restaurant Operating Business, are operated by Kerrow subject to franchise agreements with Darden (“Franchise Agreements”). Two of these restaurants are subject to ground leases to third parties.

~~The following table summarizes the rental properties by brand as of December 31, 2024:~~5

Brand	Number ofFCPTPropertiesandLeaseholdInterests		TotalSquareFeet(000s)		AnnualCash BaseRent$(000s)		% TotalCashBaseRent (1)			Avg. RentPer SquareFoot ($)		TenantEBITDARCoverage (2)			LeaseTermRemaining(Yrs) (3)
Olive Garden		314		2,674	$	82,061		34.2	%	$	31		5.8	x		5.8
LongHorn Steakhouse		116		650		23,232		9.7	%		36		5.8	x		4.6
Other Brands - Restaurant		427		2,123		71,112		29.6	%		33		3.2	x		9.2
Other Brands - Retail		315		2,364		54,460		22.7	%		23		2.7	x		8.2
Other Brands - Darden		26		230		9,306		3.9	%		40		3.4	x		8.0
Total		1,198		8,041	$	240,172		100.0	%	$	30		4.9	x		7.3

The following table summarizes the rental properties by brand as of December 31, 2025:

Current scheduled minimum contractual rent as of December 31, 2024.


Brand	Number of FCPT Properties and Leasehold Interests	Total Square Feet (000s)	Annual Cash Base Rent $(000s)	% Total Cash Base Rent (1)	Avg. Rent Per Square Foot ($)	Tenant EBITDAR Coverage (2)	Lease Term Remaining (Yrs) (3)
Olive Garden	316	2,689	$83,748	31.7%	$31	6.0x	4.8
LongHorn Steakhouse	118	662	23,878	9.0%	$36	5.9x	3.6
Other Brands - Restaurant	459	2,217	77,292	29.3%	$35	3.5x	8.9
Other Brands - Retail	379	2,914	68,685	26.0%	$24	3.1x	8.4
Other Brands - Darden	31	273	10,599	4.0%	$39	3.2x	7.1
Total	1,303	8,755	$264,202	100.0%	$30	5.1x	6.9

(1)

WeCurrent ~~have~~scheduled ~~estimated~~minimum ~~Darden~~contractual ~~current~~rent ~~quarter~~as ~~EBITDAR~~of ~~coverage~~December ~~using~~31, ~~latest FCPT portfolio reported sales results for the quarter ended November 2024 and Darden brand average margins reported for the same period~~2025.

(2)

~~Lease~~We ~~term~~have ~~remaining~~estimated isDarden ~~defined~~current asquarter ~~the~~EBITDAR ~~lease~~coverage ~~term~~using ~~weighted~~latest byFCPT portfolio reported sales results for the ~~annual~~quarter ~~cash~~ended ~~base~~November ~~rent~~2025 and Darden brand average margins reported for the same period.

(3)

~~The~~Lease ~~following~~term ~~table~~remaining ~~summarizes~~is ~~the~~defined ~~diversification~~as ofthe ~~FCPT’s~~ lease ~~portfolio~~term weighted by ~~state~~the asannual ofcash ~~December~~base ~~31, 2024:~~rent.

State	# of Leases		% of Annual Base Rent
Texas		96	9.9%
Florida		88	8.7%
Ohio		85	6.7%
Illinois		82	6.7%
Georgia		73	6.1%
Indiana		78	5.4%
Tennessee		43	4.4%
Michigan		63	4.1%
39 other states (none greater than 3%)		612	48.0%
Total		1,220	100%

The following table summarizes the diversification of FCPT’s lease portfolio by state as of December 31, 2025:

Leases with Darden


State	# of Leases		% of Annual Base Rent
Texas		108	10.0%
Florida		90	8.3%
Ohio		91	6.7%
Illinois		89	6.6%
Georgia		79	6.0%
Indiana		79	5.0%
Tennessee		55	5.0%
Michigan		64	3.8%
Alabama		54	3.5%
39 other states (none greater than 3%)		616	45.2%
Total		1,325	100%

TheLeases estimated annual cash rent based on current rates for the leases in place with Darden is approximately $114.6 million, with average annual rent escalations of 1.5% through December 31, 2029. Darden also entered into guaranties, pursuant to which it guaranteed the obligations of the tenants under substantially all of the leases entered into in respect of the Properties. The Properties are leased to one or more of Darden’s operating subsidiaries pursuant to the leases, which are net leases. The leases in place with Darden provide for a weighted average remaining initial term of approximately 5.7 years as of December 31, 2024, with no purchase options provided that Darden will have a right of first offer with respect to our sale of any property, if there is no default under the lease, and we will be prohibited from selling any Properties to (i) any nationally recognized casual or fine dining brand restaurant or entity operating the same or (ii) any other regionally recognized casual or fine dining brand restaurant or entity operating the same, with 25 or more units. At the option of Darden, the leases will generally allow extensions for a certain number of renewal terms of five years each beyond the initial term and Darden can elect which of our properties then subject to the leases to renew. The number and duration of the renewal terms for any given Property may vary, however, based on the initial term of the relevant lease and other factors.

~~Darden~~The isestimated ~~currently~~annual cash rent based on current rates for the ~~primary~~leases ~~source~~in ofplace ~~our~~with ~~revenues,~~Darden ~~and~~is ~~its~~approximately ~~financial~~$118.2 ~~condition~~million, ~~and~~with ~~ability~~average ~~and~~annual ~~willingness~~rent toescalations ~~satisfy~~of ~~its~~1.5% ~~obligations~~through ~~under~~December ~~the~~31, ~~leases~~2030. ~~and~~Darden ~~its~~also ~~willingness~~entered into guaranties, pursuant to ~~renew~~which ~~the~~it ~~leases~~guaranteed ~~upon~~the ~~expiration~~obligations of the ~~initial~~tenants ~~base~~under ~~term~~substantially ~~thereof~~all ~~significantly~~of ~~impacts~~the ~~our~~leases ~~revenues~~entered ~~and~~into ~~our~~in ~~ability~~respect toof ~~service~~the ~~our~~Properties. ~~indebtedness~~The ~~and~~Properties ~~make~~are ~~distributions~~leased to ~~our~~one ~~shareholders.~~or ~~There~~more ~~can~~of beDarden’s nooperating ~~assurance~~subsidiaries ~~that~~pursuant ~~Darden~~to ~~will~~the ~~have~~leases, ~~sufficient~~which ~~assets,~~are ~~income~~net ~~and~~leases. ~~access~~The toleases ~~financing~~in toplace ~~enable~~with itDarden toprovide ~~satisfy~~for ~~its~~a ~~obligations~~weighted ~~under~~average ~~its~~remaining ~~leases~~initial ~~with~~term ~~us,~~of ~~and~~approximately ~~any~~4.8 ~~inability~~years oras ~~unwillingness~~of onDecember ~~its~~31, ~~part~~2025, towith dono sopurchase ~~would~~options provided that Darden will have a ~~material~~right ~~adverse~~of ~~effect~~first onoffer ~~our~~with ~~business,~~respect ~~financial~~to ~~condition,~~our ~~results~~sale of ~~operations~~any ~~and liquidity~~property, onif ~~our~~there ~~ability~~is tono ~~service~~default ~~our~~under ~~indebtedness~~the lease, and ~~other~~we ~~obligations~~will ~~and~~be onprohibited ~~our~~from ~~ability~~selling toany ~~pay~~Properties ~~dividends~~ to ~~our~~(i) ~~shareholders.~~any Wenationally ~~also~~recognized ~~cannot~~casual ~~assure~~or ~~you~~fine ~~that~~dining ~~Darden~~brand ~~will~~restaurant ~~elect~~or toentity ~~renew~~operating the ~~lease~~same ~~arrangements~~or ~~with~~(ii) usany ~~upon~~other ~~expiration~~regionally ofrecognized ~~the~~casual ~~initial~~or ~~base~~fine ~~terms~~dining brand restaurant or ~~any~~entity ~~renewal~~operating ~~terms~~the ~~thereof~~same, with 25 or, ifmore ~~such~~units. ~~leases~~At ~~are~~the ~~not~~option ~~renewed~~of Darden, ~~that~~the weleases ~~can~~will ~~re-market~~generally ~~the~~allow ~~affected~~extensions ~~properties~~for ona ~~the~~certain ~~same~~number orof ~~better~~renewal terms. ~~See~~of ~~“Risk~~five ~~Factors~~years -each ~~Risks~~beyond ~~Related~~the toinitial ~~Our~~term ~~Business~~and -Darden Wecan ~~are~~elect ~~dependent~~which onof our ~~major~~properties ~~tenants~~then ~~successfully~~subject ~~operating~~to ~~their~~the ~~businesses,~~leases ~~and~~to arenew. ~~failure~~The tonumber doand soduration ~~could~~of ~~have~~the arenewal ~~material~~terms ~~adverse~~for ~~effect~~any ongiven ~~our~~Property ~~business~~may vary, ~~financial~~however, ~~position~~based oron ~~results~~the initial term of ~~operations~~the relevant lease and other factors.”

6Darden is currently the significant source of our revenues, and its financial condition and ability and willingness to satisfy its obligations under the leases and its willingness to renew the leases upon expiration of the initial base term thereof significantly impacts our revenues and our ability to service our indebtedness and make distributions to our shareholders. There can be no assurance that Darden will have sufficient assets, income and access to financing to enable it to satisfy its obligations under its leases with us, and any inability or unwillingness on its part to do so would have a material adverse effect on our business, financial condition, results of operations and liquidity, on our ability to service our indebtedness and other obligations and on our ability to pay dividends to our shareholders. We also cannot assure you that Darden will elect to renew the lease arrangements with us upon expiration of the initial base terms or any renewal terms thereof or, if such leases are not renewed, that we can re-market the affected properties on the same or better terms. See “Risk Factors - Risks Related to Our Business - We are dependent on our major tenants successfully operating their businesses, and a failure to do so could have a material adverse effect on our business, financial position or results of operations.”

~~Franchise Agreements~~6

Pursuant to the Franchise Agreements, Darden grants the right and license to our subsidiary, Kerrow, to operate the Kerrow Restaurant Operating Business. The Franchise Agreements include, among other things, a license to display trademarks, utilize trade secrets and purchase proprietary products from Darden. Other services to be included pursuant to the Franchise Agreements are marketing services, training and access to certain LongHorn operating procedures. The Franchise Agreements also contain provisions under which Darden may provide certain technical support for the Kerrow Restaurant Operating Business. The fees and conditions of these franchising services are on terms comparable to similar franchising services negotiated on an arm’s length basis and consistent with industry standard provisions.

~~Competition~~Pursuant to the Franchise Agreements, Darden grants the right and license to our subsidiary, Kerrow, to operate the Kerrow Restaurant Operating Business. The Franchise Agreements include, among other things, a license to display trademarks, utilize trade secrets and purchase proprietary products from Darden. Other services to be included pursuant to the Franchise Agreements are marketing services, training and access to certain LongHorn operating procedures. The Franchise Agreements also contain provisions under which Darden may provide certain technical support for the Kerrow Restaurant Operating Business. The fees and conditions of these franchising services are on terms comparable to similar franchising services negotiated on an arm’s length basis and consistent with industry standard provisions.

We operate in a highly competitive market and face competition from other REITs, investment companies, private equity and hedge fund investors, sovereign funds, restaurant and retail operators, lenders and other investors, some of whom are significantly larger and have greater resources and lower costs of capital. These institutions may accept greater risk or lower returns, allowing them to offer more attractive terms to prospective tenants or for the acquisition of restaurant and other retail properties. The Kerrow Restaurant Operating Business also faces active competition with national and regional chains and locally-owned restaurants for guests, management and hourly personnel.Competition

~~Governmental~~We ~~Regulations~~operate ~~Affecting~~in ~~Properties~~a highly competitive market and face competition from other REITs, investment companies, private equity and hedge fund investors, sovereign funds, restaurant and retail operators, lenders and other investors, some of whom are significantly larger and have greater resources and lower costs of capital. These institutions may accept greater risk or lower returns, allowing them to offer more attractive terms to prospective tenants or for the acquisition of restaurant and other retail properties. The Kerrow Restaurant Operating Business also faces active competition with national and regional chains and locally-owned restaurants for guests, management and hourly personnel.

PropertyGovernmental EnvironmentalRegulations ConsiderationsAffecting Properties

AsProperty anEnvironmental owner and operator of real property, we are subject to various federal, state and local environmental, health and safety laws and regulations. Although we do not operate or manage most of our properties, we may be held primarily or jointly and severally liable for costs relating to the investigation and clean-up of any of our current or former properties at or from which there has been a release or threatened release of hazardous material, as well as other affected properties, regardless of whether we knew of or caused the contamination.Considerations

InAs ~~addition~~an toowner ~~these costs, which are typically not limited by law or regulation~~ and ~~could~~operator ~~exceed~~of ~~the~~real property~~’s value~~, we orare ~~our tenants could be~~ subject to ~~other~~various ~~liabilities~~federal, ~~including~~state ~~governmental~~and ~~penalties~~local ~~for violation of~~ environmental, health and safety laws, ~~liabilities~~and ~~for~~regulations. ~~injuries~~Although towe ~~persons~~do ~~for~~not ~~exposure~~operate toor ~~hazardous~~manage ~~materials,~~most ~~and~~of ~~damages~~our ~~to property or natural resources. Furthermore~~properties, ~~some~~we ~~environmental~~may ~~laws~~be ~~can~~held ~~create~~primarily aor ~~lien~~jointly onand ~~the~~severally ~~contaminated~~liable ~~site~~for incosts ~~favor~~relating ofto the ~~government~~investigation ~~for damages~~ and ~~the~~clean-up ~~costs~~of ~~the~~any ~~government~~of ~~incurs~~our incurrent ~~connection~~or ~~with~~former ~~such~~properties ~~contamination~~at or ~~can~~from ~~restrict~~which ~~the~~there ~~manner~~has inbeen ~~which~~ a ~~property~~release ~~may~~or bethreatened ~~used~~release ~~because~~ of ~~contamination.~~hazardous Wematerial, ~~also~~as ~~could~~well beas ~~liable~~other ~~for~~affected ~~the~~properties, ~~costs~~regardless of ~~remediating contamination at third party sites, e.g., landfills, where we send waste for disposal without regard to~~ whether we ~~comply~~knew ~~with~~of ~~environmental~~or ~~laws~~caused inthe ~~doing so~~contamination.

~~Although~~In addition to these costs, which are typically not limited by law or regulation and could exceed the ~~leases~~property’s ~~require~~value, we or our tenants could be subject to ~~indemnify~~other usliabilities, including governmental penalties for ~~environmental~~violation ~~liabilities~~of environmental, health and ~~although~~safety welaws, ~~intend~~liabilities for injuries to ~~require~~persons ~~our~~for ~~operators~~exposure to hazardous materials, and ~~tenants~~damages to ~~undertake~~property toor ~~indemnify~~natural usresources. ~~for~~Furthermore, ~~certain~~some environmental ~~liabilities,~~laws ~~including~~can ~~environmental~~create ~~liabilities~~a ~~they~~lien ~~cause,~~on the ~~amount~~contaminated site in favor of ~~such~~the ~~liabilities~~government ~~could~~for ~~exceed~~damages and the ~~financial~~costs ~~ability~~the ofgovernment ~~our~~incurs ~~operators~~in ~~and~~connection ~~tenants~~with tosuch ~~indemnify~~contamination ~~us.~~or ~~The~~can ~~presence~~restrict the manner in which a property may be used because of contamination. orWe also could be liable for the ~~failure~~costs toof ~~remediate~~remediating contamination ~~may~~at ~~adversely~~third ~~affect~~party ~~our~~sites, ~~ability~~e.g., ~~to sell~~landfills, ~~develop~~where orwe ~~lease~~send ~~the~~waste ~~real~~for ~~estate~~disposal orwithout regard to ~~borrow~~whether ~~using~~we ~~the~~comply ~~real~~with ~~estate~~environmental aslaws ~~collateral~~in doing so.

AsAlthough ofthe ~~February~~leases ~~13,~~require ~~2025~~our tenants to indemnify us for environmental liabilities, and although we ~~have~~intend ~~not~~to ~~been~~require ~~notified~~our byoperators ~~any~~and ~~governmental~~tenants ~~authority~~to ofundertake to indemnify us for certain environmental liabilities, ~~nor~~including isenvironmental ~~management~~liabilities ~~aware~~they ofcause, ~~any~~the ~~non-compliance~~amount orof ~~liability~~such ~~with~~liabilities ~~respect~~could exceed the financial ability of our operators and tenants to ~~environmental~~indemnify ~~laws~~us. ~~that~~The ~~management~~presence ~~believes~~of ~~would~~contamination ~~have~~or athe ~~material~~failure ~~adverse~~to ~~effect~~remediate oncontamination may adversely affect our ~~business~~ability to sell, ~~financial~~develop ~~position~~or lease the real estate or ~~results~~to ofborrow ~~operations~~using the real estate as collateral.

~~Americans~~As of February 12, 2026, we have not been notified by any governmental authority of, nor is management aware of, any non-compliance or liability with ~~Disabilities~~respect ~~Act~~to environmental laws that management believes would have a material adverse effect on our business, financial position or results of ~~1990~~operations.

~~The properties, as commercial facilities, are required to comply with Title III of the~~ Americans with Disabilities Act of 1990 and similar state and local laws and regulations (collectively the “ADA”). Investigation of a property may reveal non-compliance with the ADA. The tenant has the primary responsibility for complying with the ADA, but we may incur costs if the tenant does not comply. As of February 13, 2025, we have not been notified by any governmental authority of, nor is management aware of, any non-compliance with the ADA that management believes would have a material adverse effect on our business, financial position or results of operations.

~~Other~~The ~~Regulations~~properties, as commercial facilities, are required to comply with Title III of the Americans with Disabilities Act of 1990 and similar state and local laws and regulations (collectively the “ADA”). Investigation of a property may reveal non-compliance with the ADA. The tenant has the primary responsibility for complying with the ADA, but we may incur costs if the tenant does not comply. As of February 12, 2026, we have not been notified by any governmental authority of, nor is management aware of, any non-compliance with the ADA that management believes would have a material adverse effect on our business, financial position or results of operations.

~~State~~Other and local fire, life-safety and similar entities regulate the use of the properties. The tenant has the primary responsibility for complying with regulations but failure to comply could result in fines by governmental authorities, awards of damages to private litigants, or restrictions to conduct business on such properties.Regulations

~~Insurance~~State and local fire, life-safety and similar entities regulate the use of the properties. The tenant has the primary responsibility for complying with regulations but failure to comply could result in fines by governmental authorities, awards of damages to private litigants, or restrictions to conduct business on such properties.

Our current lease agreements generally require, and new lease agreements that we enter are expected to require, that our tenants maintain all customary lines of insurance on our properties and their operations, including comprehensive insurance and hazard insurance. The tenants under our leases may have the ability to self-insure or use a captive provider with respect to its insurance obligations. We believe that the amount and scope of insurance coverage provided by our policies and the policies maintained by our Insurance

7Our current lease agreements generally require, and new lease agreements that we enter are expected to require, that our tenants maintain all customary lines of insurance on our properties and their operations, including comprehensive insurance and hazard insurance. The tenants under our leases may have the ability to self-insure or use a captive provider with respect to its insurance obligations. We believe that the amount and scope of insurance coverage provided by our policies and the policies maintained by our tenants are customary for similarly situated companies in our industry. However, we cannot make any assurances that Darden or any

tenants are customary for similarly situated companies in our industry. However, we cannot make any assurances that Darden or any other tenants in the future will maintain the required insurance coverages, and the failure by any of them to do so could have a material adverse effect on us.7

~~Human~~other ~~Capital~~tenants ~~Resources~~in the future will maintain the required insurance coverages, and ~~Management~~the failure by any of them to do so could have a material adverse effect on us.

AsHuman ofCapital FebruaryResources 13,and 2025, we had 536 employees, of which 498 were employed at our Kerrow Restaurant Operating Business. None of these employees are represented by a labor union.Management

~~Our~~As ~~human~~of ~~capital~~February ~~development~~12, ~~goals~~2026, ~~and~~we ~~initiatives~~had ~~are~~496 ~~focused on enhancing employee growth~~employees, ~~satisfaction~~of ~~and~~which ~~wellness~~451 ~~while~~were ~~maintaining~~employed aat ~~diverse~~our ~~and~~Kerrow ~~thriving~~Restaurant ~~culture~~Operating Business. ~~Several~~None of ~~our~~these ~~human~~employees ~~capital~~are ~~development~~represented ~~initiatives~~by ~~include~~a ~~the~~labor ~~following:~~union.

~~Diversity~~Our human capital development goals and initiatives are focused on enhancing employee growth, ~~Equity~~satisfaction and ~~Inclusion~~wellness while maintaining a diverse and thriving culture. Several of our human capital development initiatives include the following:

InTraining ~~alignment with our values, we believe people are our greatest asset~~ and we embrace a recruitment process that strives to attract top-tier, diverse talent. We provide equal employment opportunities to all individuals and seek to cultivate an inclusive culture that respects and appreciates diversity of experience, ideas and opinions. The basis for recruitment, hiring, development, training, compensation and advancement at the Company is qualifications, performance, skills and experience.Development

We ~~endeavor~~support tothe ~~maintain~~continual adevelopment ~~workplace~~of ~~that~~our isemployees ~~free~~through ~~from~~various ~~discrimination~~training orand ~~harassment~~education onprograms throughout their tenure at the ~~basis~~Company. ofWe ~~color,~~aim ~~race,~~to ~~sex,~~develop ~~national~~our ~~origin,~~employees ~~ethnicity,~~by ~~religion,~~providing ~~age,~~internal ~~disability~~training, ~~sexual~~leadership ~~orientation,~~coaching ~~gender~~programs ~~identification~~and orproviding ~~expression~~tuition orassistance ~~any~~and ~~other~~course ~~status~~reimbursement ~~protected~~for bycareer-enhancing ~~applicable~~education ~~law~~and licensure requirements. We ~~conduct~~encourage ~~annual~~both ~~training~~formal toand ~~prevent~~informal ~~harassment~~mentorship ~~and~~to ~~discrimination~~provide ~~and~~employees ~~monitor~~with ~~employee~~critical ~~conduct~~developmental ~~year-round~~feedback, including by ~~providing~~conducting ~~employees~~annual ~~with~~performance ~~access~~and toprofessional andevelopment ~~anonymous~~planning ~~whistleblower hotline to report any violations~~opportunities.

~~Training~~Compensation and ~~Development~~Benefits

WeOur ~~support~~compensation ~~the~~program ~~continual~~is ~~development~~designed ofto, ~~our~~among ~~employees~~other ~~through~~things, ~~various~~attract, ~~training~~retain and ~~education~~incentivize ~~programs~~talented ~~throughout~~and ~~their~~experienced ~~tenure~~individuals. atWe ~~the~~use ~~Company.~~a Wemix ~~aim~~of tocompetitive ~~develop~~salaries ~~our~~and ~~employees~~other bybenefits ~~providing~~to ~~internal~~attract ~~training,~~and ~~leadership~~retain ~~coaching~~these ~~programs~~individuals. ~~and~~We ~~providing~~offer ~~tuition~~competitive ~~assistance~~compensation and ~~course~~benefits, ~~reimbursement~~including, ~~for~~but ~~career-enhancing~~not ~~education~~limited to, retirement savings plans and ~~licensure~~medical, ~~requirements~~dental and vision coverage. We have generous policies to encourage ~~both~~work/life ~~formal~~balance, including paid holiday, vacation and ~~informal~~sick ~~mentorship~~time, toparental ~~provide~~leave, ~~employees~~subsidized ~~with~~gym ~~critical~~memberships, ~~developmental~~and ~~feedback~~fitness programs as well as an employee assistance program that offers confidential assistance 24 hours a day, ~~including~~365 bydays ~~conducting~~a ~~annual~~year ~~performance~~to ~~and~~assist ~~professional~~with ~~development~~personal ~~planning~~and ~~opportunities~~work-related problems.

~~Compensation~~We continually assess and ~~Benefits~~strive to enhance employee satisfaction and engagement. Our employees, many of whom have been employed by the Company for the majority of the Company’s existence, frequently express satisfaction with management including by responding positively about the Company’s management in anonymous surveys.

OurAvailable compensation program is designed to, among other things, attract, retain and incentivize talented and experienced individuals. We use a mix of competitive salaries and other benefits to attract and retain these individuals. We offer competitive compensation and benefits, including, but not limited to, retirement savings plans and medical, dental and vision coverage. We have generous policies to encourage work/life balance, including paid holiday, vacation and sick time, parental leave, subsidized gym memberships, and fitness programs as well as an employee assistance program that offers confidential assistance 24 hours a day, 365 days a year to assist with personal and work-related problems.Information

WeAll ~~continually~~filings ~~assess~~we make with the Securities and ~~strive~~Exchange toCommission ~~enhance~~(the ~~employee~~“SEC”), ~~satisfaction~~including ~~and~~this ~~engagement.~~Annual ~~Our~~Report ~~employees~~on Form 10-K, ~~many~~our ofquarterly ~~whom~~reports ~~have~~on ~~been~~Form ~~employed~~10-Q, byand ~~the~~our ~~Company~~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 ~~majority~~SEC. ofWe do not intend our website to be an active link or to otherwise incorporate the ~~Company’s~~information ~~existence,~~contained ~~frequently~~on ~~express~~our ~~satisfaction~~website into this report or other filings with ~~management~~the ~~including~~SEC. byOur ~~responding~~filings ~~positively~~can ~~about~~also be obtained for free on the ~~Company~~SEC’s ~~management~~Internet inwebsite ~~anonymous~~at ~~surveys~~www.sec.gov. We are providing our website address solely for the information of investors.

~~Available Information~~8

AllItem filings we make with the Securities and Exchange Commission (the “SEC”), including this Annual Report on Form 10-K, our 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, www1A.fcpt.com, asRisk soon as reasonably practicable after they are filed with, or furnished to, the SECFactors. 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. 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.

~~Item~~Various 1Arisks and uncertainties could affect our business. ~~Risk~~Any ~~Factors~~of the risks described below or elsewhere in this report or our other filings with the SEC could have a material impact on our business, financial condition or results of operations. It is not possible to predict or identify all risk factors. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations.

VariousRisk risks and uncertainties could affect our business. Any of the risks described below or elsewhere in this report or our other filings with the SEC could have a material impact on our business, financial condition or results of operations. It is not possible to predict or identify all risk factors. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations.summary

~~Risk~~An ~~factors~~investment in our securities involves various risks. Such risks, including those set forth in the summary of material risks in this Item 1A, should be carefully considered before purchasing our securities.

AnRisks ~~investment~~Related into ~~our~~Our ~~securities involves various risks. Such risks, including those set forth in the summary of material risks in this Item 1A, should be carefully considered before purchasing our securities.~~Business

•

8Risks related to real estate ownership could reduce the value of our properties.

•

~~Risks~~We ~~Related~~are dependent on Darden, Brinker, and our other tenants to ~~Our~~successfully ~~Business~~operate their businesses, make rental payments to us and fulfill their obligations under their respective leases and other contracts with us.

•

~~Risks~~Actual ~~related~~or toperceived ~~real~~threats ~~estate~~associated ~~ownership~~with epidemics, pandemics or public health crises, could ~~reduce~~have ~~the~~a ~~value~~material ofadverse effect on our ~~properties~~and our tenants’ businesses.

•

WeA ~~are~~significant ~~dependent~~portion onof ~~Darden, Brinker, and~~ our ~~other~~restaurant ~~tenants~~properties toare ~~successfully~~Olive ~~operate~~Garden ~~their~~properties. ~~businesses~~Therefore, ~~make~~we ~~rental~~are ~~payments~~subject to usrisks ~~and~~associated ~~fulfill~~with ~~their~~having ~~obligations~~a ~~under~~highly ~~their~~concentrated ~~respective~~property ~~leases~~brand ~~and other contracts with us~~base.

•

~~Actual~~We orare ~~perceived~~dependent ~~threats~~on ~~associated~~the ~~with~~restaurant ~~epidemics,~~industry ~~pandemics~~and ormay ~~public~~be ~~health~~susceptible ~~crises,~~to ~~could~~the ~~have~~risks aassociated ~~material~~with ~~adverse effect on our and our tenants’ businesses~~it.

•

AOur ~~significant~~portfolio ~~portion~~has ofsome ~~our~~geographic ~~restaurant~~concentration, ~~properties~~which ~~are~~makes ~~Olive~~us ~~Garden~~more ~~properties.~~susceptible ~~Therefore, we are subject~~ to ~~risks~~adverse ~~associated~~events ~~with~~in ~~having~~these ~~a highly concentrated property brand base~~areas.

•

WeOur ~~are~~pursuit ~~dependent~~of oninvestments ~~the~~in, ~~restaurant~~and ~~industry~~acquisitions ~~and~~or development of, additional properties may be ~~susceptible~~unsuccessful or fail to meet our expectations and may result in the ~~risks~~use ~~associated~~of ~~with~~a itsignificant amount of management resources or significant costs.

•

~~Our~~Inflation ~~portfolio~~may ~~has~~materially ~~some~~and ~~geographic~~adversely ~~concentration,~~affect ~~which makes~~ us ~~more~~and ~~susceptible~~our ~~to adverse events in these areas~~tenants.

•

~~Our~~An ~~pursuit~~increase ~~of investments~~ in, ~~and~~market ~~acquisitions~~interest orrates ~~development~~would ~~of,~~increase ~~additional~~our ~~properties~~tenant’s ~~may~~interest becosts ~~unsuccessful~~on orexisting ~~fail~~and tofuture ~~meet~~debt, ~~our expectations~~ and ~~may~~could ~~result~~impact inour ~~the~~tenant’s ~~use~~ability ofto arefinance ~~significant~~existing ~~amount~~debt ofand ~~management~~operate ~~resources~~their ~~or significant costs~~businesses.

•

~~Inflation~~Our ~~may~~tenants’ ~~materially~~businesses and ~~adversely~~our ~~affect~~business usthrough the operation of Kerrow are subject to government regulations and changes in current or future laws or regulations could restrict their ability to operate both their and our ~~tenants~~business in the manner currently contemplated.

•

AnOur ~~increase~~relationship inwith ~~market~~Darden ~~interest~~may ~~rates~~adversely ~~would~~affect ~~increase~~ our ~~tenant’s~~ability ~~interest~~to ~~costs~~do onbusiness ~~existing~~with ~~and~~third-party ~~future~~restaurant ~~debt,~~operators and ~~could~~other ~~impact our tenant’s ability to refinance existing debt and operate their businesses~~tenants.

•

~~Our~~Real ~~tenants’~~estate ~~businesses~~investments ~~and our business through the operation of Kerrow~~ are ~~subject~~relatively toilliquid ~~government regulations~~ and ~~changes~~provisions in ~~current~~our orlease ~~future~~agreements ~~laws~~may oradversely ~~regulations~~impact ~~could~~our ~~restrict their~~ ability to ~~operate~~sell ~~both~~properties ~~their~~ and ~~our~~could ~~business~~adversely inimpact the ~~manner~~price ~~currently~~at ~~contemplated~~which we can sell the properties.

•

Our ~~relationship~~active ~~with~~management ~~Darden~~and ~~may~~operation ~~adversely~~of ~~affect~~a ~~our~~restaurant ~~ability~~business tomay doexpose ~~business~~us ~~with~~to ~~third-party~~potential ~~restaurant~~liabilities ~~operators~~beyond ~~and~~those ~~other~~traditionally ~~tenants~~associated with REITs.

~~Real~~Risks ~~estate~~Related ~~investments are relatively illiquid and provisions in our lease agreements may adversely impact our ability~~ to ~~sell~~Our ~~properties and could adversely impact the price at which we can sell the properties.~~Indebtedness

•

Our ~~active~~level ~~management~~of indebtedness could materially and ~~operation~~adversely ofaffect aour ~~restaurant~~financial position, including reducing funds available for other business purposes and reducing our operational flexibility, and we may ~~expose~~have usfuture tocapital ~~potential~~needs ~~liabilities~~and ~~beyond~~may ~~those~~not ~~traditionally~~be ~~associated~~able ~~with~~to ~~REITs~~obtain additional financing on acceptable terms.

•

~~Risks~~An ~~Related~~increase in market interest rates would increase our interest costs on existing and future debt and could adversely affect our stock price, as well as our ability to ~~Our~~refinance ~~Indebtedness~~existing debt and conduct acquisition activity.

•

~~Our~~Hedging ~~level~~transactions ~~of indebtedness~~ could ~~materially~~have ~~and~~a ~~adversely~~negative ~~affect~~effect ~~our~~on ~~financial position, including reducing funds available for other business purposes and reducing~~ our ~~operational~~results ~~flexibility,~~of ~~and we may have future capital needs and may not be able to obtain additional financing on acceptable terms~~operations.

AnRisks ~~increase~~Related ~~in market interest rates would increase our interest costs on existing and future debt and could adversely affect our stock price, as well as our ability~~ to ~~refinance~~Our ~~existing~~Organizational ~~debt and conduct acquisition activity.~~Structure

•

~~Hedging~~Our ~~transactions~~charter ~~could~~restricts the ownership and transfer of our outstanding stock, which may have the effect of delaying, deferring or preventing a ~~negative~~transaction ~~effect~~or onchange ~~our~~of ~~results~~control of ~~operations~~our company. Additionally, Maryland law and provisions in our charter and bylaws may delay or prevent takeover attempts by third parties and therefore inhibit our stockholders from realizing a premium on their stock.

~~Risks Related to Our Organizational Structure~~9

~~Our~~Risks ~~charter~~Related ~~restricts~~to ~~the~~Our ~~ownership~~Common and transfer of our outstanding stock, which may have the effect of delaying, deferring or preventing a transaction or change of control of our company. Additionally, Maryland law and provisions in our charter and bylaws may delay or prevent takeover attempts by third parties and therefore inhibit our stockholders from realizing a premium on their stock.Stock

•

~~Risks~~The ~~Related~~market toprice ~~Our~~and ~~Common~~trading ~~Stock~~volume of our common stock may be volatile and may face negative pressure including as a result of future sales or distributions of our common stock.

•

~~The~~We ~~market~~cannot ~~price~~assure ~~and~~shareholders ~~trading volume~~ of our ~~common~~ability ~~stock~~to ~~may~~pay bedividends ~~volatile~~in ~~and~~the ~~may face negative pressure including as a result of~~ future ~~sales or distributions of our common stock~~.

WeRisks ~~cannot~~Related ~~assure shareholders of our ability~~ to ~~pay~~Our ~~dividends~~Taxation inas ~~the~~a ~~future.~~ REIT

•

~~Risks~~If ~~Related~~we do not qualify as a REIT, or fail to ~~Our~~remain ~~Taxation~~qualified as a REIT, we will be subject to U.S. federal income tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our stockholders.

•

IfWe wecould ~~do not qualify as a REIT, or~~ fail to ~~remain~~qualify ~~qualified~~ as a REIT, weif ~~will be subject to U.S. federal~~ income ~~tax~~we asreceive afrom ~~regular~~Darden ~~corporation~~ and ~~could~~other ~~face~~tenants ais ~~substantial~~not ~~tax~~treated ~~liability,~~as ~~which~~qualifying ~~would reduce the amount of cash available for distribution to our stockholders~~income.

•

~~We could fail to qualify as a~~ REIT ifdistribution ~~income~~requirements wecould ~~receive~~adversely ~~from~~affect ~~Darden~~our ~~and~~ability ~~other~~to ~~tenants~~execute isour ~~not~~business ~~treated as qualifying income~~plan.

~~REIT~~We ~~distribution~~attempt ~~requirements~~to mitigate the foregoing risks. However, if we are unable to effectively manage the impact of these and other risks, our ability to meet our investment objectives would be substantially impaired and any of the foregoing risks could materially adversely affect our financial condition, results of operations, and cash flows, our ability to ~~execute~~make distributions to our ~~business~~stockholders, ~~plan~~or the market price of our common stock.

WeRisks ~~attempt~~related to ~~mitigate~~real ~~the~~estate ~~foregoing~~ownership ~~risks.~~could ~~However,~~reduce ~~if we are unable to effectively manage~~ the ~~impact~~value of ~~these~~our ~~and other risks~~properties, ~~our~~which ~~ability to meet our investment objectives would be substantially impaired and any of the foregoing risks~~ could materially and adversely affect ~~our financial condition, results of operations, and cash flows, our ability to make distributions to our stockholders, or the market price of our common stock~~us.

~~Risks~~Our ~~Related~~core business is the ownership of real estate that is leased to ~~Our~~tenants ~~Business~~on a net basis. Accordingly, our performance is subject to risks inherent to the ownership of real estate, including:

•

~~Risks~~inability ~~related~~ to ~~real~~collect ~~estate~~rent ~~ownership~~from ~~could~~tenants ~~reduce~~due ~~the~~to ~~value~~financial ~~of our properties~~hardship, ~~which~~including ~~could materially and adversely affect us.~~bankruptcy;

•

~~Our~~changes ~~core~~in ~~business~~consumer istrends ~~the~~and ~~ownership~~preferences ~~of real estate~~ that isreduce ~~leased~~demand tofor ~~tenants~~the onproducts aor ~~net~~services ~~basis.~~of ~~Accordingly,~~ our ~~performance is subject to risks inherent to the ownership of real estate, including:~~tenants;

•

inability to ~~collect~~lease ~~rent~~at ~~from~~or ~~tenants~~above ~~due~~the tocurrent ~~financial~~rental ~~hardship~~rates, ~~including~~or ~~bankruptcy~~at all, or sell properties upon expiration or termination of existing leases;

•

~~changes~~capital inexpenditures ~~consumer~~to ~~trends~~renovate ~~and~~vacant ~~preferences that reduce demand for the products or services of our tenants~~properties;

•

~~inability~~environmental torisks ~~lease~~related atto ~~or above~~ the ~~current~~presence ~~rental~~of ~~rates,~~hazardous or attoxic ~~all,~~substances or ~~sell~~materials ~~properties~~on ~~upon~~our ~~expiration or termination of existing leases~~properties;

•

~~capital~~subjectivity ~~expenditures~~of toreal ~~renovate~~estate ~~vacant~~valuations ~~properties~~and changes in such valuations over time;

•

~~environmental~~illiquid ~~risks~~nature ~~related to the presence~~ of ~~hazardous~~real orestate ~~toxic~~compared ~~substances~~to ormost ~~materials~~other onfinancial ~~our properties~~assets;

•

~~subjectivity~~changes ofin ~~real~~laws ~~estate~~and ~~valuations~~regulations, ~~and~~including ~~changes~~those ingoverning ~~such~~real ~~valuations~~estate ~~over~~usage ~~time~~and zoning;

•

~~illiquid~~changes ~~nature~~in ofinterest ~~real~~rates ~~estate~~and ~~compared~~the toavailability ~~most~~of ~~other financial assets~~financing; and

•

changes in ~~laws~~the ~~and~~general ~~regulations,~~economic ~~including those governing real estate usage~~ and ~~zoning;~~business climate.

~~changes~~The inoccurrence ~~interest~~of ~~rates~~any ~~and~~of the ~~availability~~risks described above may cause the value of ~~financing;~~our real estate to decline, which could materially and adversely affect us.

~~changes~~We inare dependent on Darden to make payments to us and fulfill its obligations under its leases, as well as to provide services to us under the ~~general~~Franchise ~~economic~~Agreements, and an event that materially and adversely affects Darden’s business, ~~climate~~financial position or results of operations could materially and adversely affect our business, financial position or results of operations.

Currently, Darden is our primary lessee in our lease portfolio and, therefore, is the primary source of our revenues. Additionally, because Darden’s leases with us are net leases, we depend on Darden to pay all insurance, taxes, utilities, common area maintenance charges, maintenance and repair expenses and to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with its business, including any environmental liabilities. There can be no assurance that Darden will have sufficient assets, income and access to financing to enable it to satisfy its payment obligations to us under its leases. The ~~occurrence~~inability or unwillingness of Darden to meet its rent obligations to us under any of ~~the~~its ~~risks~~leases ~~described~~could ~~above~~materially ~~may~~adversely ~~cause~~affect ~~the~~our ~~value~~business, financial position or results of operations, including our ~~real~~ability ~~estate~~to pay dividends to ~~decline~~our stockholders as required to maintain our status as a REIT. The inability of Darden to satisfy its other obligations under its leases with us, ~~which~~such as the payment of insurance, taxes and utilities could materially and adversely affect usthe condition of our properties.

WeSince ~~are~~Darden ~~dependent~~Restaurants, onInc. ~~Darden~~is toa ~~make~~holding ~~payments~~company, it is dependent to usan ~~and~~extent ~~fulfill~~on distributions from its direct and indirect subsidiaries in order to satisfy the payment obligations under its leases with us, asand ~~well~~the asability of Darden to ~~provide~~make ~~services~~such todistributions usmay ~~under~~be adversely impacted in the ~~Franchise~~event ~~Agreements,~~of ~~and~~the aninsolvency ~~event~~or ~~that~~bankruptcy ~~materially~~of ~~and~~such ~~adversely~~entities ~~affects~~or ~~Darden’s~~by ~~business,~~covenants ~~financial~~in ~~position~~its debt agreements or ~~results~~otherwise that restrict the amount of ~~operations~~the ~~could~~distributions ~~materially~~that ~~and~~may ~~adversely~~be ~~affect~~made ~~our~~by ~~business~~such entities. For these reasons, ~~financial~~if ~~position~~Darden orwere ~~results~~to ofexperience ~~operations.~~a material

Currently, Darden is our primary lessee in our lease portfolio and, therefore, is the primary source of our revenues. Additionally, because Darden’s leases with us are net leases, we depend on Darden to pay all insurance, taxes, utilities, common area maintenance charges, maintenance and repair expenses and to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with its business, including any environmental liabilities. There can be no assurance that Darden will have sufficient assets, income and access to financing to enable it to satisfy its payment obligations to us under its leases. The inability or unwillingness of Darden to meet its rent obligations to us under any of its leases could materially adversely affect our business, financial position or results of operations, including our ability to pay dividends to our stockholders as required to maintain our status as a REIT. The inability of Darden to satisfy its other obligations under its leases with us, such as the payment of insurance, taxes and utilities could materially and adversely affect the condition of our properties.10

~~Since Darden Restaurants, Inc. is a holding company, it is dependent to an extent on distributions from its direct~~ and indirect subsidiaries in order to satisfy the payment obligations under its leases with us, and the ability of Darden to make such distributions may be adversely impacted in the event of the insolvency or bankruptcy of such entities or by covenants in its debt agreements or otherwise that restrict the amount of the distributions that may be made by such entities. For these reasons, if Darden were to experience a material and adverse effect on its business, financial position or results of operations, our business, financial position or results of operations could also be materially and adversely affected.

Due to our dependence on rental payments from Darden, we may be limited in our ability to enforce our rights under, or to terminate, our leases with Darden. Failure by Darden to comply with the terms of its leases with us could require us to find other lessees for some or all of the properties and there could be a decrease or cessation of rental payments by Darden.

There is no assurance that we would be able to lease any of our properties to other lessees on substantially equivalent or better terms than any of our leases with Darden, or at all, successfully reposition our properties for other uses or sell our properties on terms that are favorable to us. It may be more difficult to find a replacement tenant for a restaurant or retail property than it would be to find a replacement tenant for a general commercial property due to the specialized nature of the business.

In addition, our operation of the Kerrow Restaurant Operating Business depends on the provision of services to us by Darden pursuant to the Franchise Agreements. The Franchise Agreements provide that Darden agrees to provide certain franchising services to our subsidiary, Kerrow. The franchising services include licensing the right to use and display certain trademarks, utilize trade secrets and purchase proprietary products from Darden in connection with the operation of the Kerrow Restaurant Operating Business. Other services provided pursuant to the Franchise Agreements are marketing services, training and access to certain LongHorn operating procedures. The Franchise Agreements also contain provisions under which Darden may provide certain technical support for the Kerrow Restaurant Operating Business.

10Additional information about Darden can be found in Darden’s public filings with the SEC. Darden’s filings with the SEC can be found on the SEC’s Internet website at www.sec.gov. Reference to Darden’s filings with the SEC is solely for the information of investors. We do not intend the SEC’s website to be an active link or to otherwise incorporate the information contained on its website (including Darden’s filings with the SEC) into this report or other filings with the SEC.

~~procedures.~~We ~~The~~are ~~Franchise~~dependent ~~Agreements~~on ~~also~~our ~~contain~~major ~~provisions~~tenants ~~under~~successfully ~~which~~operating ~~Darden~~their ~~may~~businesses, ~~provide~~and ~~certain~~a ~~technical~~failure ~~support~~to ~~for~~do ~~the~~so ~~Kerrow~~could ~~Restaurant~~have ~~Operating~~a ~~Business~~material adverse effect on our business, financial position or results of operations.

~~Additional~~For ~~information~~the ~~about~~year ~~Darden~~ended ~~can~~December be31, ~~found~~2025, in Darden’s ~~public~~and ~~filings~~Brinker ~~with~~International, ~~the SEC~~Inc. ~~Darden’s~~(“Brinker”) ~~filings~~constituted ~~with~~approximately ~~the~~44.7% ~~SEC~~and ~~can~~6.6%, berespectively, ~~found~~of onour ~~the~~annual ~~SEC’s~~cash ~~Internet~~base ~~website~~rent. atAs ~~www.sec.gov.~~a ~~Reference~~result, towe are dependent on Darden’s ~~filings~~and ~~with~~Brinker ~~the~~successfully ~~SEC~~operating istheir ~~solely~~businesses ~~for~~and ~~the~~fulfilling ~~information~~their ofobligations ~~investors~~to us. WeTheir ability to do ~~not~~so ~~intend~~depends, ~~the~~in ~~SEC’s~~part, ~~website~~on totheir beoverall anperformance ~~active~~and ~~link~~profitability, orwhich toare ~~otherwise~~based ~~incorporate~~on ~~the~~many ~~information~~factors, ~~contained~~many onof ~~its~~which ~~website~~are ~~(including~~beyond Darden’s ~~filings~~or ~~with~~Brinker’s ~~the~~control. ~~SEC)~~Accordingly, ~~into~~we ~~this~~could ~~report~~be materially and adversely affected if Darden or ~~other~~Brinker ~~filings~~does ~~with~~not ~~the~~operate ~~SEC~~their respective businesses successfully.

WeActual ~~are~~or ~~dependent~~perceived onthreats ~~our~~associated ~~major~~with ~~tenants successfully operating their businesses~~epidemics, ~~and~~pandemics aor ~~failure~~public tohealth docrises so could have a material adverse effect on our ~~business~~and our tenants’ businesses, financial ~~position~~condition, or results of operations, cash flow, liquidity and ability to access the capital markets and satisfy debt service obligations and make distributions to our stockholders.

~~For~~Epidemics, ~~the~~pandemics ~~year~~or ~~ended~~other ~~December~~public ~~31,~~health ~~2024,~~crises ~~Darden~~that impact economic and ~~Brinker~~market ~~International~~conditions, ~~Inc.~~particularly ~~(“Brinker”)~~in ~~constituted~~markets ~~approximately~~where ~~47.7%~~our ~~and~~properties ~~7.2%~~are located, ~~respectively~~and preventative measures taken to alleviate any public health crises, ofparticularly any measures that limit our ~~annual~~tenants’ ~~cash~~ability ~~base~~to ~~rent.~~engage Asin ain-person ~~result~~interactions with their customers, wemay ~~are~~have ~~dependent~~a material adverse effect on ~~Darden~~our and ~~Brinker~~our ~~successfully~~tenants’ ~~operating~~businesses, ~~their~~financial ~~businesses~~condition, results of operations, liquidity and ~~fulfilling~~ability ~~their~~to access capital markets and satisfy our debt service obligations, and make distributions to ~~us.~~our ~~Their~~stockholders, and may affect our ability as a net- lease real estate investment trust to doacquire soproperties ~~depends~~or lease properties to our tenants, who may be unable, as a result of any economic downturn or longer-term changes in ~~part~~consumer demand occasioned by public health crises, onto ~~their~~make ~~overall~~rental ~~performance~~payments when due. Any preventative measures taken to alleviate any public health crises may remain in place for an extended period of time, and, ~~profitability~~accordingly, ~~which~~we ~~are~~may ~~based~~experience onreductions ~~many~~in ~~factors~~rents from our tenants. Although we expect to be actively engaged in rent collection efforts related to any uncollected rent, ~~many~~as ofwell ~~which~~as ~~are~~working ~~beyond~~with ~~Darden’s~~certain tenants who request rent deferrals or ~~Brinker’s~~other ~~control.~~lease-related ~~Accordingly~~relief, we ~~could~~can provide no assurance that our efforts will be ~~materially~~successful. Moreover, to the extent any of these risks and uncertainties adversely ~~affected~~impact ifus ~~Darden~~in the ways described above or ~~Brinker~~otherwise, ~~does~~they ~~not~~may ~~operate~~also ~~their~~have ~~respective~~the ~~businesses~~effect ~~successfully~~of heightening many of the other risks described under this section “Item 1A. Risk Factors”.

~~Actual~~A orsignificant ~~perceived~~portion ~~threats~~of ~~associated with epidemics, pandemics or public health crises could have a material adverse effect on~~ our ~~and~~restaurant ~~our~~properties ~~tenants’~~are ~~businesses,~~Olive ~~financial~~Garden ~~condition,~~properties. ~~results of operations~~Therefore, ~~cash~~we ~~flow,~~are ~~liquidity~~subject ~~and ability~~ to ~~access~~risks ~~the~~associated ~~capital~~with ~~markets~~having ~~and~~a ~~satisfy~~highly ~~debt~~concentrated ~~service~~property ~~obligations~~brand ~~and make distributions to our stockholders~~base.

~~Epidemics,~~As ~~pandemics~~of orDecember ~~other~~31, ~~public health crises that impact economic and market conditions~~2025, ~~particularly in markets where~~ our restaurant properties ~~are~~include ~~located,~~316 ~~and~~Olive ~~preventative~~Garden ~~measures~~restaurants. ~~taken~~As toa ~~alleviate any public health crises~~result, ~~particularly any measures that limit~~ our ~~tenants’~~success, ~~ability~~at toleast ~~engage~~ in ~~in-person~~the ~~interactions with their customers~~short-term, ~~may~~is ~~have~~dependent ~~a material adverse effect~~ on ~~our~~the ~~and~~continued ~~our~~success ~~tenants’ businesses, financial condition, results~~ of ~~operations,~~the ~~liquidity~~Olive ~~and~~Garden ~~ability~~brand ~~to access capital markets~~ and ~~satisfy our debt service obligations~~, ~~and make distributions~~ to ~~our stockholders, and may affect our ability as~~ a ~~net-~~lesser ~~lease real estate investment trust to acquire properties or lease properties to our tenants~~extent, ~~who~~Darden’s ~~may~~other berestaurant ~~unable,~~brands. asWe abelieve ~~result~~that ofbuilding ~~any~~brand ~~economic~~value ~~downturn~~is orcritical ~~longer-term~~to ~~changes~~increasing ~~in consumer~~ demand ~~occasioned~~and bybuilding ~~public~~customer ~~health~~loyalty. ~~crises~~Consequently, toif ~~make~~market ~~rental~~recognition ~~payments~~or ~~when~~the ~~due.~~positive ~~Any~~perception ~~preventative measures taken to alleviate any public health crises may remain in place for an extended period~~ of ~~time,~~the ~~and,~~Olive ~~accordingly,~~Garden weor ~~may~~other ~~experience~~Darden ~~reductions~~brands inis ~~rents~~reduced ~~from~~or ~~our tenants. Although we expect to be actively engaged in rent collection efforts related to any uncollected rent~~compromised, asthe ~~well~~value asassociated ~~working~~ with ~~certain~~Olive ~~tenants~~Garden ~~who request rent deferrals~~ or other ~~lease~~Darden-~~related~~branded ~~relief,~~properties wein ~~can provide no assurance that~~ our ~~efforts~~portfolio ~~will~~may be ~~successful. Moreover, to the extent any of these risks and uncertainties~~ adversely ~~impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks described under this section “Item 1A~~affected. ~~Risk Factors”.~~

AWe ~~significant~~are ~~portion~~dependent ofon ~~our~~the restaurant ~~properties~~industry ~~are~~and ~~Olive~~may ~~Garden~~be ~~properties.~~susceptible ~~Therefore, we are subject~~ to the risks associated with ~~having~~it, awhich ~~highly~~could ~~concentrated~~materially ~~property~~adversely ~~brand~~affect ~~base~~our business, financial position or results of operations.

As ofthe ~~December~~owner ~~31,~~of ~~2024, our restaurant~~ properties ~~include~~serving ~~314~~the ~~Olive~~restaurant ~~Garden restaurants. As a result~~industry, ~~our~~we ~~success,~~are atimpacted ~~least~~by in the ~~short-term,~~risks isassociated ~~dependent~~with on the ~~continued success of the Olive Garden brand and, to a lesser extent, Darden’s other~~ restaurant ~~brands~~industry. WeTherefore, ~~believe~~our ~~that~~success ~~building brand value~~ is ~~critical~~ to ~~increasing~~some ~~demand~~degree ~~and~~dependent ~~building~~on ~~customer~~the ~~loyalty.~~restaurant ~~Consequently~~industry, ifwhich ~~market~~could ~~recognition~~be oradversely ~~the~~affected ~~positive~~by ~~perception~~economic ofconditions ~~the~~in ~~Olive~~general, ~~Garden~~new or ~~other~~threatened ~~Darden~~policies ~~brands~~of isgovernmental ~~reduced~~and orregulatory ~~compromised~~agencies, ~~the~~changes ~~value~~in ~~associated~~consumer ~~with~~trends ~~Olive~~and ~~Garden~~preferences orand other ~~Darden-branded properties in our portfolio may be adversely affected.~~

~~We are dependent on the restaurant industry and may be susceptible to the risks associated with it, which could materially adversely affect our business, financial position or results of operations.~~11

As the owner of properties serving the restaurant industry, we are impacted by the risks associated with the restaurant industry. Therefore, our success is to some degree dependent on the restaurant industry, which could be adversely affected by economic conditions in general, changes in consumer trends and preferences and other factors over which we and any of our tenants in the restaurant industry have no control. As we are subject to risks inherent in substantial investments in a single industry, a decrease in the restaurant business would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio.

The restaurant industry is characterized by a high degree of competition among a large number of participants. Competition is intense between national and regional restaurant chains and locally-owned restaurants in most of the markets where our properties are located. As competing properties are constructed, the lease rates we assess for our properties may be negatively impacted upon renewal or new tenant pricing events.

Our portfolio has some geographic concentration, which makes us more susceptible to adverse events in these areas.

Our properties are located throughout the United States with the highest concentration located in the state of Texas, where 910.90% of our annualized base rent was derived as of December 31, ~~2024~~2025. An economic downturn or other adverse events or conditions such as natural disasters in these areas, or any other area where we may have significant concentration in the future, could result in a material reduction of our cash flows or material losses to our company.

11We intend to continue to pursue acquisitions of additional properties and seek other strategic opportunities, which may result in the use of a significant amount of management resources or significant costs, including the cost of accessing debt or equity markets, and we may not fully realize the potential benefits of such transactions.

In 2025, we acquired 105 properties and ground leasehold interests for a total investment of $325.5 million, including capitalized transaction costs, which were added to our leasing portfolio. We intend to continue to pursue acquisitions of additional properties and seek acquisitions and other strategic opportunities, ~~which~~including, but not limited to, continuing to expand our tenant base to third parties other than Darden and acquiring non-restaurant properties. Accordingly, we may often be engaged in evaluating potential transactions, potential new tenants and other strategic alternatives. In addition, from time to time, we may engage in discussions that may result in one or more transactions. Although there is uncertainty that any of these discussions will result in definitive agreements or the ~~use~~completion of any transaction, we may devote a significant amount of our management resources orto such a transaction, which could negatively impact our operations. We may incur significant costs, ~~including~~in ~~the~~connection ~~cost~~with seeking acquisitions or other strategic opportunities regardless of ~~accessing~~whether ~~debt~~the ortransaction ~~equity~~is ~~markets~~completed and in combining our operations if such a transaction is completed. In addition, properties we acquire may be leased to unrated tenants, and the tools we use to measure credit quality may not be accurate. In the event that we consummate an acquisition or strategic alternative in the future, there is no assurance that we would fully realize the potential benefits of such ~~transactions~~a transaction.

InWe ~~2024,~~operate wein ~~acquired~~a 87highly ~~properties~~competitive market and ~~ground~~face ~~leasehold~~competition ~~interests~~from ~~for~~other aREITs, ~~total~~ investment ofcompanies, ~~$273.0~~private ~~million,~~equity ~~including~~and ~~capitalized~~hedge ~~transaction~~fund ~~costs~~investors, ~~which~~sovereign ~~were~~funds, ~~added~~restaurant toand ~~our~~retail ~~leasing~~operators, ~~portfolio.~~lenders Weand ~~intend~~other toinvestors, ~~continue~~some toof ~~pursue~~whom ~~acquisitions~~are ofsignificantly ~~additional~~larger ~~properties~~ and ~~seek~~have ~~acquisitions~~greater resources and ~~other~~lower ~~strategic~~costs ~~opportunities,~~of ~~including,~~capital. ~~but~~Increased ~~not~~competition ~~limited~~will ~~to,~~make ~~continuing~~it tomore ~~expand~~challenging ~~our~~to ~~tenant~~identify ~~base~~and tosuccessfully ~~third~~capitalize ~~parties~~on ~~other~~acquisition ~~than~~opportunities ~~Darden~~that ~~and~~meet ~~acquiring~~our ~~non-restaurant~~investment ~~properties~~objectives. ~~Accordingly,~~Our weBoard ~~may~~of ~~often~~Directors bemay ~~engaged~~change inour ~~evaluating~~investment ~~potential~~objectives ~~transactions,~~at ~~potential~~any ~~new~~time ~~tenants~~without ~~and~~stockholder ~~other strategic alternatives~~approval. InIf ~~addition,~~we ~~from~~cannot ~~time~~identify toand ~~time,~~purchase wea ~~may~~sufficient ~~engage~~quantity inof ~~discussions~~suitable ~~that~~properties ~~may~~at ~~result~~favorable inprices ~~one~~ or ~~more~~if ~~transactions.~~we ~~Although~~are ~~there~~unable isto ~~uncertainty~~finance ~~that~~acquisitions ~~any~~on ofcommercially ~~these~~favorable ~~discussions~~terms, ~~will~~our ~~result~~business, infinancial ~~definitive~~position ~~agreements~~ or ~~the~~results ~~completion~~ of ~~any~~operations ~~transaction,~~could webe ~~may~~materially ~~devote~~and aadversely ~~significant~~affected. ~~amount~~Additionally, ofthe ~~our~~fact ~~management~~that ~~resources~~we tomust ~~such~~distribute a90% ~~transaction,~~of ~~which could negatively impact~~ our ~~operations.~~REIT Wetaxable ~~may~~income ~~incur significant costs~~ in ~~connection~~order ~~with~~to ~~seeking~~maintain ~~acquisitions~~our orqualification ~~other~~as ~~strategic~~a ~~opportunities~~REIT ~~regardless~~may oflimit ~~whether~~our ~~the~~ability ~~transaction~~to isrely ~~completed~~upon ~~and~~rental inpayments ~~combining~~from our ~~operations~~leased ifproperties ~~such~~or asubsequently ~~transaction~~acquired ~~is completed. In addition,~~ properties wein ~~acquire~~order ~~may be leased~~ to ~~unrated~~finance ~~tenants,~~acquisitions and ~~the~~other ~~tools~~strategic weopportunities. ~~use~~In addition, to ~~measure~~pursue ~~credit~~acquisitions ~~quality~~we may ~~not~~have beto ~~accurate.~~access Indebt ~~the~~or ~~event~~equity ~~that~~markets weand ~~consummate~~if anfinancing ~~acquisition~~is ornot ~~strategic~~available ~~alternative~~on inacceptable ~~the future~~terms, ~~there~~our isability noto ~~assurance~~pursue ~~that~~further weacquisitions ~~would~~might ~~fully~~be ~~realize~~limited ~~the~~or ~~potential benefits of such a transaction~~curtailed.

We operate in a highly competitive market and face competition from other REITs, investment companies, private equity and hedge fund investors, sovereign funds, restaurant and retail operators, lenders and other investors, some of whom are significantly larger and have greater resources and lower costs of capital. Increased competition will make it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives. Our ~~Board~~pursuit of ~~Directors~~investments ~~may~~in, ~~change our investment objectives at any time without stockholder approval. If we cannot identify~~ and ~~purchase a sufficient quantity of suitable properties at favorable prices or if we are unable to finance~~ acquisitions ~~on commercially favorable terms, our business, financial position~~ or ~~results~~development of ~~operations could be materially and adversely affected. Additionally~~, ~~the~~additional ~~fact~~properties ~~that we must distribute 90% of our REIT taxable income in order to maintain our qualification as a REIT~~ may ~~limit~~be ~~our~~unsuccessful ~~ability to rely upon rental payments from our leased properties~~ or ~~subsequently~~fail ~~acquired properties in order~~ to ~~finance~~meet ~~acquisitions and other strategic opportunities. In addition, to pursue acquisitions we may have to access debt or equity markets and if financing is not available on acceptable terms,~~ our ~~ability to pursue further acquisitions might be limited or curtailed~~expectations.

~~Our~~Investments ~~pursuit~~in and acquisitions of restaurant, retail and other properties we might seek to acquire entail risks associated with real estate investments ingenerally, including that the investment’s performance will fail to meet expectations, that the cost estimates for necessary property improvements will prove inaccurate or that the tenant, operator or manager will underperform or become insolvent. In addition, we continue to seek to diversify our portfolio by acquiring retail and other properties outside the restaurant industry, which further exposes us to these and other risks given our limited experience with investments in acquisitions of properties in these industries. Real estate development projects present other risks, including construction delays or cost overruns that increase expenses (including as a result of increased trade restrictions, tariffs or taxes on imports), the inability to obtain required zoning, occupancy and other governmental approvals and permits on a timely basis, the incurrence of significant development costs prior to completion of the project, ~~additional~~abandonment ~~properties~~of ~~may~~development beactivities ~~unsuccessful~~after orexpending ~~fail~~significant resources, and exposure to ~~meet~~fluctuations ~~our~~in ~~expectations~~the general economy due to the significant time lag between commencement and completion of redevelopment projects.

~~Investments~~Inflation inmay ~~and~~materially ~~acquisitions of restaurant, retail~~ and ~~other~~adversely ~~properties~~affect we might seek to acquire entail risks associated with real estate investments generally, including that the investment’s performance will fail to meet expectations, that the cost estimates for necessary property improvements will prove inaccurate or that the tenant, operator or manager will underperform or become insolvent. In addition, we continue to seek to diversify our portfolio by acquiring retail and other properties outside the restaurant industry, which further exposes us ~~to these~~ and ~~other risks given~~ our ~~limited experience with investments in acquisitions of properties in these industries~~tenants. Real estate development projects present other risks, including construction delays or cost overruns that increase expenses (including as a result of increased trade restrictions, tariffs or taxes on imports), the inability to obtain required zoning, occupancy and other governmental approvals and permits on a timely basis, the incurrence of significant development costs prior to completion of the project, abandonment of development activities after expending significant resources, and exposure to fluctuations in the general economy due to the significant time lag between commencement and completion of redevelopment projects.

~~Inflation~~A ~~may~~sustained ~~materially~~or ~~and~~further ~~adversely~~increase ~~affect~~in usinflation could have a negative impact on variable-rate debt we and our tenants currently have or that we or our tenants may incur in the future. Our leases typically contain provisions, such as rent escalators, designed to mitigate the adverse impact of inflation on our results of operations. As of December 31, 2025, we had $590 million of variable-rate debt, excluding the impact of interest rates swaps in effect. In addition, the effect of inflation on interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur

A sustained or further increase in inflation could have a negative impact on variable-rate debt we and our tenants currently have or that we or our tenants may incur in the future. Our leases typically contain provisions, such as rent escalators, designed to mitigate the adverse impact of inflation on our results of operations. As of December 31, 2024, we had $520 million of variable-rate debt, excluding the impact of interest rates swaps in effect. In addition, the effect of inflation on interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur higher interest expenses related to the issuance of new debt. We have entered into interest rate swaps to effectively fix $435 million of our variable-rate indebtedness, and we may enter into other hedging transactions.12

~~Because~~higher ~~tenants~~interest ~~are~~expenses ~~typically~~related ~~required~~ to ~~pay all property operating expenses, increases in property-level expenses at our leased properties generally do not affect us. However, increased operating expenses at vacant properties and~~ the ~~limited~~issuance ~~number~~ of ~~properties~~new ~~that~~debt. ~~are~~We ~~not~~have ~~subject~~entered tointo ~~full~~interest ~~triple-net~~rate ~~leases~~swaps ~~could cause us~~ to ~~incur~~effectively ~~additional~~fix ~~operating~~$560 ~~expenses,~~million ~~which~~of ~~could increase~~ our ~~exposure~~variable-rate toindebtedness, ~~inflation.~~and ~~Increased~~we ~~costs~~ may ~~also~~enter ~~have~~into another ~~adverse~~hedging ~~impact on our tenants if increases in their operating expenses exceed increases in revenue, which may adversely affect the tenants’ ability to pay rent owed to us~~transactions.

~~Additionally,~~Because ~~while~~tenants ~~our~~are ~~leases~~ typically ~~contain~~required ~~provisions, such as rent escalators, designed~~ to ~~mitigate~~pay ~~the~~all ~~adverse~~property ~~impact~~operating ~~of inflation on our results of operations~~expenses, ~~the~~ increases in ~~rent~~property-level ~~provided~~expenses byat ~~many~~our ofleased ~~our~~properties ~~leases~~generally ~~may~~do not ~~keep~~affect upus. ~~with~~However, ~~the~~increased ~~rate~~operating ofexpenses ~~inflation.~~at ~~Although~~vacant ~~our~~ properties ~~have~~and anthe ~~average~~limited ~~annual~~number ~~rent escalation~~ of ~~1.4%~~properties ~~through~~that ~~December~~are ~~31,~~not ~~2029,~~subject ~~the~~to ~~impact~~full oftriple-net ~~the~~leases ~~current~~could ~~rate~~cause ofus ~~inflation~~to ~~may~~incur ~~not~~additional beoperating ~~adequately~~expenses, ~~offset~~which bycould ~~some~~increase of our ~~rent~~exposure ~~escalations,~~to ~~and~~inflation. itIncreased iscosts ~~possible~~may ~~that~~also ~~the~~have ~~resetting~~an ofadverse ~~rents~~impact ~~from~~on our ~~renewal~~tenants ~~and~~if ~~re-leasing~~increases ~~activities~~in ~~would~~their ~~not~~operating ~~fully~~expenses ~~offset~~exceed ~~the~~increases ~~impact~~in ofrevenue, ~~the~~which ~~current~~may ~~inflation~~adversely ~~rate.~~affect Asthe atenants’ ~~result,~~ability ~~during~~to ~~inflationary~~pay ~~periods~~rent inowed ~~which~~to ~~the~~ us.

12Additionally, while our leases typically contain provisions, such as rent escalators, designed to mitigate the adverse impact of inflation on our results of operations, the increases in rent provided by many of our leases may not keep up with the rate of inflation. Although our properties have an average annual rent escalation of 1.5%1 through December 31, 2030, the impact of the current rate of inflation may not be adequately offset by some of our rent escalations, and it is possible that the resetting of rents from our renewal and re-leasing activities would not fully offset the impact of the current inflation rate. As a result, during inflationary periods in which the inflation rate exceeds the annual rent escalation percentages within our lease contracts, we may not adequately mitigate the impact of inflation, which may adversely affect our business, financial condition, results of operations, and cash flows.

~~inflation~~In ~~rate~~addition, ~~exceeds~~historically, ~~the~~during ~~annual~~periods ~~rent~~of ~~escalation~~increasing ~~percentages~~interest ~~within~~rates, ~~our~~real ~~lease~~estate ~~contracts,~~valuations wehave ~~may~~generally ~~not~~decreased ~~adequately~~as ~~mitigate~~a ~~the~~result ~~impact~~ of ~~inflation~~rising capitalization rates, which tend to be positively correlated with interest rates. Consequently, prolonged periods of higher interest rates may ~~adversely~~negatively ~~affect~~impact the valuation of our ~~business,~~portfolio ~~financial~~and ~~condition,~~result ~~results~~in the decline of ~~operations,~~the quoted trading price of our securities and ~~cash~~market ~~flows~~capitalization, as well as lower sales proceeds from future dispositions.

InIf ~~addition,~~we ~~historically,~~are ~~during~~not ~~periods~~able ofto ~~increasing interest rates~~hire, ~~real~~or ~~estate~~if ~~valuations~~we ~~have generally decreased as a result of rising capitalization rates~~lose, ~~which~~key ~~tend~~management ~~to be positively correlated with interest rates. Consequently~~personnel, ~~prolonged~~we ~~periods of higher interest rates~~ may ~~negatively~~not ~~impact~~be ~~the~~able ~~valuation~~to ofsuccessfully manage our ~~portfolio~~business and ~~result~~achieve ~~in the decline of the quoted trading price of~~ our ~~securities and market capitalization, as well as lower sales proceeds from future dispositions~~objectives.

Our success depends in large part upon the leadership and performance of our executive management team, particularly William H. Lenehan, our President and Chief Executive Officer, and other key employees and our ability to attract other key personnel to our business. If we are ~~not~~unable ~~able~~ to hire, or if we lose the services of, ~~key~~our executive management ~~personnel~~team or we are not able to hire or we lose other key employees, we may not be able to successfully manage our business ~~and~~or achieve our business objectives.

~~Our~~Failure ~~success~~by ~~depends in large part upon the leadership and performance of~~ our ~~executive~~tenants ~~management team, particularly William H. Lenehan, our President and Chief Executive Officer, and other key employees and our ability~~ to ~~attract~~make ~~other~~rental ~~key~~payments ~~personnel~~ to ~~our business. If we are unable to hire~~us, orbecause ifof wea ~~lose~~deterioration ~~the services~~ of, ~~our~~their ~~executive~~financial ~~management~~condition ~~team~~ or ~~we are not able to hire or we lose other key employees~~otherwise, wewould ~~may~~have ~~not~~a bematerial ~~able~~adverse toeffect ~~successfully~~on ~~manage our business or achieve our business objectives~~us.

~~Failure~~We byderive substantially all of our revenue from tenants who lease space from us at our properties. Therefore, our ability to ~~make~~generate ~~rental~~cash ~~payments~~from operations is dependent on the rents that we are able to uscharge and collect from our tenants. At any time, ~~because~~our oftenants may experience a ~~deterioration~~downturn ofin their respective businesses that may significantly weaken their financial condition, particularly during periods of economic uncertainty or ~~otherwise~~as a result of new or threatened policies of governmental and regulatory agencies. As a result, our tenants may delay lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when due, close a number of restaurants or declare bankruptcy. Any of these actions could result in the loss of rental income attributable to the terminated leases and write-downs of certain of our assets. In that event, we may be unable to re-lease the vacated space at attractive rents or at all. The occurrence of any of the situations described above would have a material adverse effect on usour results of operations and our financial condition.

WeBankruptcy ~~derive~~laws ~~substantially~~will ~~all~~limit of our ~~revenue~~remedies ~~from~~if ~~tenants~~a ~~who~~tenant ~~lease~~becomes ~~space~~bankrupt ~~from us at our properties. Therefore, our ability to generate cash from operations is dependent on the rents that we are able to charge~~ and ~~collect~~rejects ~~from~~its our tenants. At any time, our tenants may experience a downturn in their respective businesses that may significantly weaken their financial condition, particularly during periods of economic uncertainty. As a result, our tenants may delay lease commencements, decline to extend or renew leases ~~upon expiration, fail to make rental payments when due, close a number of restaurants or declare bankruptcy~~. Any of these actions could result in the loss of rental income attributable to the terminated leases and write-downs of certain of our assets. In that event, we may be unable to re-lease the vacated space at attractive rents or at all. The occurrence of any of the situations described above would have a material adverse effect on our results of operations and our financial condition.

~~Bankruptcy~~If ~~laws~~a ~~will~~tenant ~~limit~~becomes ~~our~~bankrupt ~~remedies~~or ifinsolvent, that could diminish the income we receive from that tenant’s leases. We may not be able to evict a tenant ~~becomes~~solely because of its bankruptcy. On the other hand, a bankruptcy court might authorize the tenant to terminate its leasehold with us. If that happens, our claim against the bankrupt tenant for unpaid future rent would be an unsecured pre-petition claim subject to statutory limitations, and ~~rejects~~therefore ~~its~~any amounts received in bankruptcy are likely to be substantially less valuable than the remaining rent we otherwise were owed under the leases. In addition, any claim we have for unpaid past rent could be substantially less than the amount owed.

IfThe afailure ~~tenant~~of ~~becomes~~any ~~bankrupt~~of orour ~~insolvent,~~tenants ~~that~~to ~~could~~fulfill ~~diminish~~their ~~the~~maintenance ~~income~~obligations ~~we receive from that tenant’s leases. We~~ may ~~not~~have ~~be able to evict~~ a ~~tenant~~materially ~~solely~~adverse ~~because~~effect ofon ~~its bankruptcy. On the other hand, a bankruptcy court might authorize the tenant to terminate its leasehold with us. If that happens,~~ our ~~claim~~ability ~~against the bankrupt tenant for unpaid future rent would be an unsecured pre-petition claim subject~~ to ~~statutory~~operate ~~limitations,~~ and ~~therefore~~grow ~~any~~our ~~amounts received in bankruptcy are likely to be substantially less valuable than the remaining rent we otherwise were owed under the leases~~business. ~~In addition, any claim we have for unpaid past rent could be substantially less than the amount owed.~~

The failure of any of our tenants to fulfill ~~their~~its maintenance obligations may cause us to incur significant and unexpected expenses to remediate any resulting damage to the property. Furthermore, the failure by Darden, any other tenant or any future tenant to adequately maintain a leased property could adversely affect our ability to timely re-lease the property to a new tenant or otherwise monetize our investment in the property if we are forced to make significant repairs or changes to the property as a result of the tenant’s neglect. If we incur significant additional expenses or are delayed in being able to pursue returns on our real estate investments, it may have a materially adverse effect on our ability to operate and grow our business and our ability to achieve our strategic objectives.

~~The~~1 ~~failure~~Previously, ofannual ~~any~~rent ofescalation ~~our~~was ~~tenants~~calculated toassuming ~~fulfill~~expiring ~~its~~leases ~~maintenance~~remained ~~obligations~~flat. ~~may~~In ~~cause~~light usof to1) ~~incur~~our ~~significant~~historical ~~and~~experience ~~unexpected~~of ~~expenses~~renewals tooften ~~remediate~~at ~~any~~contractual ~~resulting~~rent ~~damage to the property. Furthermore~~increases, ~~the~~and ~~failure~~2) byan ~~Darden,~~increased ~~any~~number ~~other~~of ~~tenant~~leases orcoming ~~any~~due ~~future~~in ~~tenant to adequately maintain a leased property could adversely affect our ability to timely re-lease~~ the ~~property~~next to5 ayear ~~new~~timeframe. ~~tenant~~Leases orowned ~~otherwise~~for ~~monetize~~less ~~our~~than ~~investment~~one inyear ~~the property if we~~ are ~~forced~~included tobased ~~make~~on ~~significant repairs or changes to~~ the ~~property~~annualized asfirst ~~a result of the tenant~~month’s ~~neglect~~rent. If we incur significant additional expenses or are delayed in being able to pursue returns on our real estate investments, it may have a materially adverse effect on our ability to operate and grow our business and our ability to achieve our strategic objectives.

We or our tenants may experience uninsured or underinsured losses, which could result in a significant loss of the capital we have invested in a property, decrease anticipated future revenues or cause us to incur unanticipated expense.13

~~Our~~We ~~current lease agreements generally require, and new lease agreements that we enter into are expected to require, that the tenant maintain comprehensive insurance and hazard insurance~~ or ~~self-insure its obligations. However, we cannot be assured that we will continue to require the same levels of insurance coverage under~~ our ~~lease~~tenants ~~agreements,~~may ~~that~~experience ~~such~~uninsured ~~insurance will be available at a reasonable cost in the future~~ or ~~that~~underinsured ~~the insurance coverage provided will fully cover all~~ losses, onwhich ~~our~~could ~~properties~~result ~~upon~~in ~~the occurrence of~~ a ~~catastrophic~~significant ~~event,~~loss ~~nor can we assure you~~ of the ~~future~~capital ~~financial~~we ~~viability~~have ofinvested ~~the~~in ~~insurers. Certain types of losses, generally of~~ a ~~catastrophic nature~~property, ~~such~~decrease asanticipated ~~earthquakes,~~future ~~hurricanes~~revenues ~~and floods, may be uninsurable~~ or ~~not~~cause ~~economically insurable by~~ us ~~or by our tenants. Insurance coverage may not be sufficient~~ to ~~pay~~incur ~~the~~unanticipated ~~full current market value or current replacement cost of a loss~~expense. Inflation, changes in building codes and ordinances, environmental considerations and other factors might also make it unfeasible to use insurance proceeds to replace the property after such property has been damaged or destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore the economic position with respect to such property. While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under its lease.

~~Properties~~Our incurrent ~~our~~lease ~~leasing~~agreements ~~portfolio~~generally require, and ~~the~~new ~~Kerrow~~lease ~~Restaurant~~agreements ~~Operating~~that ~~Business~~we ~~are~~enter ~~located~~into inare 47expected ~~states~~to require, that the tenant maintain comprehensive insurance and ifhazard ~~one~~insurance or self-insure its obligations. However, we cannot be assured that we will continue to require the same levels of insurance coverage under our ~~properties~~lease ~~experiences~~agreements, that such insurance will be available at a ~~loss~~reasonable ~~that~~cost isin ~~uninsured~~the future or that ~~exceeds~~the ~~policy~~insurance coverage ~~limits~~provided will fully cover all losses on our properties upon the occurrence of a catastrophic event, nor can we ~~could~~assure ~~lose~~you of the ~~capital~~future ~~invested~~financial viability of the insurers. Certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, may be uninsurable or not economically insurable by us or by our tenants. Insurance coverage may not be sufficient to pay the full current market value or current replacement cost of a loss. Inflation, changes in building codes and ordinances, environmental considerations and other factors might also make it unfeasible to use insurance proceeds to replace the property after such property has been damaged or destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore the economic position with respect to such property. While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under its lease.

13Properties in our leasing portfolio and the Kerrow Restaurant Operating Business are located in 48 states, and if one of our properties experiences a loss that is uninsured or that exceeds policy coverage limits, we could lose the capital invested in the damaged property as well as the anticipated future cash flows from the property. If the damaged property is subject to recourse indebtedness, we could continue to be liable for the indebtedness even if the property is irreparably damaged.

asIn ~~well~~addition, aseven ~~the~~if ~~anticipated~~damage ~~future~~to ~~cash~~our ~~flows~~properties ~~from~~is ~~the~~covered ~~property~~by insurance, a disruption of business caused by a casualty event may result in loss of revenue for our tenants or us. Any business interruption insurance may not fully compensate them or us for such loss of revenue. If ~~the~~one ~~damaged~~of ~~property~~our istenants ~~subject~~experiences tosuch ~~recourse~~a ~~indebtedness~~loss, weit ~~could~~may ~~continue~~be unable to besatisfy ~~liable~~its ~~for~~payment ~~the~~obligations ~~indebtedness~~to ~~even~~us ifunder ~~the~~its ~~property~~lease iswith ~~irreparably damaged~~us.

InOur ~~addition,~~tenants’ ~~even~~businesses ifand ~~damage to~~ our ~~properties~~business isthrough ~~covered~~the byoperation ~~insurance, a disruption~~ of ~~business~~Kerrow ~~caused~~are bysubject ato ~~casualty~~government ~~event~~regulations ~~may~~and ~~result~~changes in ~~loss~~current ~~of revenue for our tenants~~ or ~~us.~~future ~~Any~~laws ~~business interruption insurance may not fully compensate them~~ or usregulations ~~for~~could ~~such~~restrict ~~loss~~their ofability ~~revenue. If one of our tenants experiences such a loss, it may be unable~~ to ~~satisfy~~operate ~~its~~both ~~payment~~their ~~obligations~~and toour usbusiness ~~under~~in ~~its~~the ~~lease~~manner ~~with~~currently uscontemplated.

The restaurant industry is subject to extensive federal, state and local and international laws and regulations. The development and operation of restaurants depend to a significant extent on the selection and acquisition of suitable sites, which are subject to building, zoning, land use, environmental, traffic and other regulations and requirements. Our tenants’ ~~businesses~~and Kerrow are subject to licensing and ~~our~~regulation ~~business~~by ~~through~~state and local authorities relating to wages and hours, health care, health, sanitation, safety and fire standards, the ~~operation~~sale of alcoholic beverages, and information security. Our tenants and Kerrow are also subject to, ~~government~~among other laws and regulations, laws and regulations relating to the preparation and sale of food, including regulations regarding product safety, nutritional content and menu labeling. The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws orand regulations, ~~could~~or ~~restrict~~an ~~their~~insufficient ~~ability~~or ineffective response to ~~operate~~significant ~~both~~regulatory ~~their~~or ~~and~~public policy issues, could have an adverse effect on our tenants’ results of operations, which could also adversely affect our business, inresults of operations or financial condition as we depend on our tenants for almost the ~~manner~~entirety ~~currently~~of ~~contemplated~~our revenue.

~~The~~Environmental ~~restaurant~~compliance ~~industry~~costs ~~is subject to extensive federal, state~~ and ~~local~~liabilities ~~and~~associated ~~international~~with ~~laws~~real ~~and~~estate ~~regulations.~~properties ~~The~~owned development and operation of restaurants depend to a significant extent on the selection and acquisition of suitable sites, which are subject to building, zoning, land use, environmental, traffic and other regulations and requirements. Our tenants and Kerrow are subject to licensing and regulation by ~~state~~us ~~and~~may ~~local~~materially ~~authorities~~impair ~~relating to wages and hours, health care, health, sanitation, safety and fire standards,~~ the ~~sale~~value of ~~alcoholic~~those ~~beverages, and information security~~investments. Our tenants and Kerrow are also subject to, among other laws and regulations, laws and regulations relating to the preparation and sale of food, including regulations regarding product safety, nutritional content and menu labeling. The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, or an insufficient or ineffective response to significant regulatory or public policy issues, could have an adverse effect on our tenants’ results of operations, which could also adversely affect our business, results of operations or financial condition as we depend on our tenants for almost the entirety of our revenue.

~~Environmental~~As ~~compliance~~an ~~costs~~owner and ~~liabilities~~operator ~~associated~~of ~~with~~ real ~~estate~~property, ~~properties~~we ~~owned~~are bysubject usto various federal, state and local environmental, health and safety laws and regulations. We may ~~materially~~be ~~impair~~held primarily or jointly and severally liable for costs relating to the ~~value~~investigation and clean-up of ~~those~~any ~~investments~~of our current or former properties at or from which there has been a release or threatened release of hazardous materials as well as other affected properties, regardless of whether we knew of or caused the contamination.

AsIn anaddition ~~owner~~to these costs, which are typically not limited by law or regulation and ~~operator~~could ofexceed ~~real~~the property’s value, we ~~are~~or our tenants could be subject to ~~various~~other ~~federal~~liabilities, ~~state~~including ~~and~~governmental ~~local~~penalties for violation of environmental, health and safety laws, liabilities for injuries to persons for exposure to hazardous materials, and ~~regulations~~damages to property or natural resources. WeFurthermore, ~~may~~some beenvironmental ~~held~~laws ~~primarily~~can orcreate ~~jointly~~a ~~and~~lien ~~severally~~on ~~liable~~the ~~for~~contaminated ~~costs~~site ~~relating~~in tofavor of the ~~investigation~~government for damages and ~~clean-up~~the ofcosts ~~any~~the ofgovernment ~~our~~incurs ~~current~~in orconnection ~~former~~with ~~properties~~such atcontamination or ~~from~~can ~~which~~restrict ~~there~~the ~~has~~manner ~~been~~in which a ~~release~~property ormay ~~threatened~~be ~~release~~used because of ~~hazardous~~contamination. ~~materials~~We asalso ~~well~~could asbe ~~other~~liable ~~affected~~for ~~properties,~~the ~~regardless~~costs of remediating contamination at third party sites, e.g., landfills, where we send waste for disposal without regard to whether we ~~knew~~comply ofwith orenvironmental ~~caused~~laws ~~the~~in ~~contamination~~doing so.

InThe ~~addition~~presence toof ~~these~~contamination ~~costs, which are typically not limited by law~~ or ~~regulation and could exceed~~ the ~~property’s~~failure ~~value, we or our tenants could be subject~~ to ~~other~~remediate ~~liabilities,~~contamination ~~including~~may ~~governmental~~adversely ~~penalties~~affect ~~for~~our ~~violation~~ability ~~of environmental, health and safety laws, liabilities for injuries~~ to ~~persons for exposure to hazardous materials~~sell, ~~and~~develop ~~damages to property~~ or ~~natural~~lease ~~resources. Furthermore, some environmental laws can create a lien on~~ the ~~contaminated~~real ~~site~~estate ~~in favor of the government for damages and the costs the government incurs in connection with such contamination~~ or ~~can~~to ~~restrict~~borrow ~~the~~using ~~manner in which a property may be used because of contamination. We also could be liable for~~ the ~~costs~~real ofestate ~~remediating~~as ~~contamination at third party sites, e~~collateral.~~g., landfills, where we send waste for disposal without regard to whether we comply with environmental laws in doing so.~~

~~The~~In ~~presence~~addition, ofregulations ~~contamination~~in orresponse ~~the failure~~ to ~~remediate~~climate ~~contamination~~change ~~may~~could ~~adversely~~result ~~affect~~in ~~our~~increased ~~ability~~compliance toand ~~sell,~~energy ~~develop or lease the real estate or to borrow using the real estate as collateral~~costs.

InWhile ~~addition~~the tenants under our leases generally indemnify, ~~regulations~~defend inand ~~response~~hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will have sufficient assets, income or access to ~~climate~~financing ~~change~~to ~~could~~enable ~~result~~it into ~~increased~~satisfy ~~compliance~~its ~~and~~payment ~~energy~~obligations ~~costs~~to us under its lease.

While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under its lease.14

Our relationship with Darden may adversely affect our ability to do business with third-party restaurant operators and other tenants.

Darden is our primary tenant in our lease portfolio, and a majority of our revenues consist of rental payments from Darden. We may be viewed by third-party restaurant operators and other potential tenants or parties to sale-leaseback transactions as being closely affiliated with Darden. As these third-party restaurant operators and other potential transaction parties may compete with Darden within the restaurant industry, our perceived affiliation with Darden could make it difficult for us to attract tenants and other transaction partners beyond Darden, particularly in the restaurant industry. If we are unable to diversify our tenant and transaction partner base further beyond Darden, it may have a materially adverse effect on our ability to operate and grow our business and our ability to achieve our strategic objectives.

Real estate investments are relatively illiquid and provisions in our lease agreements may adversely impact our ability to sell properties and could adversely impact the price at which we can sell the properties.

Properties in our leasing portfolio and the properties leased to Kerrow represent a substantial portion of our total consolidated assets, and these investments are relatively illiquid. As a result, our ability to sell one or more of our properties or other investments in real estate we may make in response to any changes in economic or other conditions may be limited. If we want to sell a property, we cannot assure you that we will be able to dispose of it in the desired time period, or at all, or that the sale price of a property will exceed the cost of our investment in that property.

14In addition, the properties subject to leases with Darden provide them a right of first offer with respect to our sale of any such property, provided there is no default under the lease, and we are prohibited from selling any of our properties to (i) any nationally recognized casual or fine dining brand restaurant or entity operating the same or (ii) any other regionally recognized casual or fine dining brand restaurant or entity operating the same, with 25 or more units. The existence of these provisions in our leases with Darden, which survive for the full term of the relevant lease, could adversely impact our ability to sell any of the properties and could adversely impact our ability to obtain the highest possible price for any of the properties. If we seek to sell any of our properties, we would not be able to offer the properties to potential purchasers through a competitive bid process or in a similar manner designed to maximize the value obtained without first offering to sell to Darden and we would be restricted in the potential purchasers who could buy the properties, which may adversely impact our ability to sell any of the properties in a timely manner, or at all, or adversely impact the price we can obtain from such sale.

InWe ~~addition,~~may ~~the~~be ~~properties~~ subject to ~~leases~~liabilities ~~with Darden provide them a right of first offer with respect to our sale of any such property, provided there is no default under the lease,~~ and wecosts ~~are~~associated prohibited from selling any of our properties to (i) any nationally recognized casual or fine dining brand restaurant or entity operating the same or (ii) any other regionally recognized casual or fine dining brand restaurant or entity operating the same, with ~~25 or more units. The existence of these provisions in our leases with Darden, which survive for~~ the ~~full~~impacts ~~term~~ of ~~the~~climate ~~relevant lease, could adversely impact our ability to sell any of the properties and could adversely impact our ability to obtain the highest possible price for any of the properties~~change. If we seek to sell any of our properties, we would not be able to offer the properties to potential purchasers through a competitive bid process or in a similar manner designed to maximize the value obtained without first offering to sell to Darden and we would be restricted in the potential purchasers who could buy the properties, which may adversely impact our ability to sell any of the properties in a timely manner, or at all, or adversely impact the price we can obtain from such sale.

WeThe ~~may~~potential physical impacts of climate change on our properties or operations are highly uncertain and would be ~~subject~~particular to ~~liabilities~~the geographic circumstances in areas in which we operate, including Florida, Georgia and Texas. Such impacts may result from increased frequency of natural disasters, changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, rising energy and environmental costs, ~~associated~~and ~~with~~changing ~~the~~temperatures. These impacts may adversely impact our business, results of ~~climate~~operations ~~change~~and financial condition, including our or our tenants’ ability to obtain property insurance on acceptable terms.

~~The~~While ~~potential~~the ~~physical~~tenants ~~impacts~~under ofour ~~climate~~leases ~~change~~generally onindemnify, ~~our~~defend ~~properties~~and orhold ~~operations~~us ~~are~~harmless ~~highly~~for ~~uncertain~~the ~~and~~foregoing ~~would~~liabilities, there can be ~~particular~~no toassurance that the ~~geographic~~respective ~~circumstances~~tenant inwill ~~areas~~have insufficient ~~which~~assets, weincome ~~operate,~~or ~~including~~access ~~Florida,~~to ~~Georgia~~financing ~~and~~to ~~Texas.~~enable ~~Such~~it ~~impacts~~to ~~may~~satisfy ~~result~~its ~~from~~payment ~~increased~~obligations ~~frequency~~to ofus ~~natural~~under ~~disasters~~its lease. In addition, ~~changes~~laws and regulations targeting climate change could result in ~~rainfall~~stricter ~~and~~energy ~~storm~~efficiency ~~patterns~~standards and ~~intensities,~~increased ~~water~~capital ~~shortages,~~expenditures ~~changing~~in ~~sea~~order ~~levels~~to comply with such regulations, ~~rising~~as ~~energy~~well ~~and~~as ~~environmental~~increased operating costs, ~~and~~that ~~changing~~we ~~temperatures~~may not be able to pass on to our tenants. ~~These~~Any ~~impacts~~such ~~may~~regulation ~~adversely~~could ~~impact~~impose substantial costs on our ~~business~~tenants, ~~results~~thereby ofimpacting ~~operations~~the ~~and~~ financial condition, ~~including~~of our ortenants ~~our~~and ~~tenants’~~their ability to ~~obtain~~meet ~~property~~their ~~insurance~~lease onobligations ~~acceptable~~and ~~terms~~to lease or re-lease our properties.

~~While~~Compliance with the ~~tenants~~Americans ~~under~~with ~~our~~Disabilities ~~leases~~Act ~~generally indemnify, defend~~ and ~~hold us harmless for the foregoing liabilities~~fire, ~~there~~safety ~~can be no assurance that the respective tenant will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under its lease. In addition, laws~~ and ~~regulations~~other ~~targeting climate change could result in stricter energy efficiency standards and increased capital expenditures in order to comply with such~~ regulations, ~~as well as increased operating costs that we~~ may ~~not~~require beus ~~able~~ to ~~pass~~make onunanticipated toexpenditures ~~our~~that ~~tenants.~~materially ~~Any~~adversely ~~such~~impact ~~regulation could impose substantial costs on~~ our ~~tenants,~~cash ~~thereby impacting the financial condition of our tenants and their ability to meet their lease obligations and to lease or re-lease our properties~~flow.

~~Compliance~~All of our properties are required to comply with Title III of the Americans with Disabilities Act, or the ADA. While the tenants to whom we lease properties are obligated by law to comply with the ADA provisions, under the law we are also legally responsible for our properties’ ADA compliance. State and ~~fire~~local laws may also require modifications to our properties related to access by disabled persons. In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may ~~require~~be usadopted by governmental agencies and bodies and become applicable to ~~make~~our ~~unanticipated~~properties. If required changes involve greater expenditures ~~that~~than ~~materially~~anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of our tenants to cover costs could be adversely ~~impact~~affected and we could be required to expend our own funds to comply with those requirements, which could have a material adverse effect on our cash flow and ability to make distributions to our security holders. While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under its lease.

All of our properties are required to comply with Title III of the Americans with Disabilities Act, or the ADA. While the tenants to whom we lease properties are obligated by law to comply with the ADA provisions, under the law we are also legally responsible for our properties’ ADA compliance. State and local laws may also require modifications to our properties related to access by disabled persons. In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties. If required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of our tenants to cover costs could be adversely affected and we could be required to expend our own funds to comply with those requirements, which could have a material adverse effect on our cash flow and ability to make distributions to our security holders. While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under its lease.15

Our active management and operation of a restaurant business may expose us to potential liabilities beyond those traditionally associated with REITs.

In addition to our real estate investment activities, we also manage and operate the Kerrow Restaurant Operating Business, which consists of seven LongHorn Steakhouse restaurants located in the San Antonio, Texas area. Managing and operating the Kerrow Restaurant Operating Business requires us to employ significantly more people than a REIT that does not operate a business of such type and scale. In addition, managing and operating an active restaurant business exposes us to potential liabilities associated with the operation of restaurants. Such potential liabilities are not typically associated with REITs and include potential liabilities for wage and hour violations, guest discrimination, food safety issues including poor food quality, food-borne illness, food tampering, food contamination, workplace injury, cyber-attacks, and violation of “dram shop” laws (providing an injured party with recourse against an establishment that serves alcoholic beverages to an intoxicated party who then causes injury to himself or a third party). In the event that one or more of the potential liabilities associated with managing and operating an active restaurant business materializes, such liabilities could damage the reputation of the Kerrow Restaurant Operating Business as well as the reputation of FCPT, and could adversely affect our financial position and results of operations, possibly to a material degree.

We may be vulnerable to security breaches or cyber-attacks which could disrupt our operations and have a material adverse effect on our financial performance and operating results.

Security breaches, cyber-attacks, or disruption, of our physical or information technology infrastructure, networks and related management systems could result in, among other things, a breach of our networks and information technology infrastructure, the misappropriation of our or our tenants’ proprietary or confidential information, interruptions or malfunctions in our or our tenants’ operations, delays or interruptions to our ability to meet tenant needs, breach of our legal, regulatory or contractual obligations, inability to access or rely upon critical business records, unauthorized access to our facilities or other disruptions in our operations. Numerous sources can cause these types of incidents, including: physical or electronic security breaches; viruses, ransomware or other malware; hardware vulnerabilities such as Meltdown and Spectre; accident or human error by our own personnel or third parties; criminal activity or malfeasance (including by our own personnel); fraud or impersonation scams perpetrated against us or our partners or tenants; or security events impacting our third-party service providers or our partners or tenants. Our exposure to cybersecurity threats and negative consequences of cybersecurity breaches will likely increase as we store increasing amounts of tenant data.

15We may be required to expend significant financial resources to protect against or respond to such breaches. Techniques used to breach security change frequently, and are generally not recognized until launched against a target, so we may not be able to promptly detect that a security breach or unauthorized access has occurred. In addition, the risk of a security breach or disruption, including by computer hackers, foreign governments and cyber terrorists, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased, especially given the use of more advanced hacking tools and techniques and use of artificial intelligence that can circumvent controls, evade detection and even remove forensic evidence. We also may not be able to implement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be circumvented. As we provide assurances to our tenants that we provide a high level of security, if an actual or perceived security breach occurs, the market’s perception of our security measures could be harmed and we could lose current and potential tenants, and such a breach could be harmful to our brand and reputation. Any breaches that may occur could expose us to increased risk of lawsuits, material monetary damages, potential violations of applicable privacy and other laws, penalties and fines, harm to our reputation and increases in our security and insurance costs, which could have a material adverse effect on our business, financial condition and results of operations. In the event of a breach resulting in loss of data, such as personally identifiable information or other such data protected by data privacy or other laws, we may be liable for damages, fines and penalties for such losses under applicable regulatory frameworks despite not handling the data. We cannot guarantee that any backup systems, regular data backups, security protocols, network protection mechanisms and other procedures currently in place, or that may be in place in the future, will be adequate to prevent network and service interruption, system failure, damage to one or more of our systems or data loss in the event of a security breach or attack. Further, while we carry cyber liability insurance, such insurance may not be adequate to cover all losses related to such events.

~~hardware~~In ~~vulnerabilities~~addition, ~~such~~the asregulatory ~~Meltdown~~framework ~~and~~around ~~Spectre;~~data ~~accident~~custody, ordata ~~human~~privacy ~~error~~and breaches varies by ~~our~~jurisdiction ~~own~~and ~~personnel~~is oran ~~third~~evolving ~~parties;~~area ~~criminal~~of ~~activity~~law orwith ~~malfeasance~~increasingly ~~(including~~complex byand ~~our~~rigorous ~~own~~regulatory ~~personnel);~~standards ~~fraud~~enacted orto ~~impersonation~~protect ~~scams~~business ~~perpetrated~~and ~~against~~personal usdata orin the United States. We may not be able to limit our ~~partners~~liability or ~~tenants;~~damages orin ~~security~~the ~~events~~event ~~impacting~~of ~~our~~such ~~third-party~~a ~~service~~loss. ~~providers~~Data orprotection legislation is becoming increasingly common in the United States at both the federal and state level and may require us to further modify our ~~partners~~data orprocessing ~~tenants~~practices and policies. ~~Our~~For ~~exposure~~example, the California Consumer Privacy Act of 2018, which took effect on January 1, 2020, provides California residents with increased privacy rights and protections with respect to ~~cybersecurity~~their ~~threats~~personal information. Compliance with existing, proposed and ~~negative~~recently ~~consequences~~enacted oflaws ~~cybersecurity~~and ~~breaches~~regulations ~~will~~can ~~likely~~be ~~increase~~costly; asany wefailure ~~store~~to ~~increasing~~comply ~~amounts~~with these regulatory standards could subject us to legal and reputational risks. Misuse of ~~tenant~~or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against the Company by governmental entities or others, fines and penalties, damage to our reputation and credibility and could have a negative impact on our business and results of operations.

~~The~~Failure ~~Audit and Risk Committee of our Board of Directors oversees our risk management processes related~~ to ~~cybersecurity.~~maintain Aseffective weinternal ~~recognize~~control ~~the~~over increasing volume of cyber attacks, the Audit and Risk Committee meets frequently with our IT personnel and senior management to discuss recent trends in cyber risks and our strategy to defend our IT networks, business and building systems and information against cyber attacks and intrusions. Under the oversight of the Audit and Risk Committee, we employ commercially practical efforts to provide reasonable assurance such attacks are appropriately mitigated. We may be required to expend significant financial ~~resources~~reporting to protect against or respond to such breaches. Techniques used to breach security change frequently, and are generally not recognized until launched against a target, so we may not be able to promptly detect that a security breach or unauthorized access has occurred. We also may not be able to implement security measures in aaccordance ~~timely~~with ~~manner~~Section ~~or,~~404 ~~if and when implemented, we may not be able to determine the extent to which these measures could be circumvented. As we provide assurances to our tenants that we provide a high level~~ of ~~security, if an actual or perceived security breach occurs,~~ the ~~market’s~~Sarbanes-Oxley ~~perception~~Act ~~of our security measures~~ could bematerially ~~harmed~~ and weadversely ~~could~~affect ~~lose current and potential tenants, and such a breach could be harmful to~~ our brand and reputation. Any breaches that may occur could expose us to increased risk of lawsuits, material monetary damages, potential violations of applicable privacy and other laws, penalties and fines, harm to our reputation and increases in our security and insurance costs, which could have a material adverse effect on our business, ~~financial condition~~ and ~~results of operations. In~~ the ~~event~~market ofprice ~~a breach resulting in loss~~ of data, such as personally identifiable information or other such data protected by data privacy or other laws, we may be liable for damages, fines and penalties for such losses under applicable regulatory frameworks despite not handling the data. We cannot guarantee that any backup systems, regular data backups, security protocols, network protection mechanisms and other procedures currently in place, or that may be in place in the future, will be adequate to prevent network and service interruption, system failure, damage to one or more of our ~~systems~~common ~~or data loss in the event of a security breach or attack~~stock. ~~Further, while we carry cyber liability insurance, such insurance may not be adequate to cover all losses related to such events.~~

InUnder ~~addition,~~ the ~~regulatory~~Sarbanes-Oxley ~~framework around data custody~~Act, ~~data~~we ~~privacy~~must ~~and~~maintain ~~breaches~~effective ~~varies~~disclosure bycontrols ~~jurisdiction~~ and isprocedures ~~an evolving area of law with increasingly complex~~ and ~~rigorous~~internal ~~regulatory~~control ~~standards~~over ~~enacted~~financial to protect business and personal data in the United States. We may not be able to limit our liability or damages in the event of such a loss. Data protection legislation is becoming increasingly common in the United States at both the federal and state level and may require us to further modify our data processing practices and policies. For examplereporting, ~~the California Consumer Privacy Act of 2018,~~ which ~~took~~requires ~~effect~~significant onresources ~~January 1, 2020, provides California residents with increased privacy rights~~ and ~~protections~~management ~~with respect to their personal information~~oversight. ~~Compliance~~Internal ~~with~~control ~~existing,~~over ~~proposed~~financial ~~and~~reporting ~~recently~~is ~~enacted~~complex ~~laws~~ and ~~regulations~~may can be costly; any failure to comply with these regulatory standards could subject us to legal and reputational risks. Misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against the Company by governmental entities or others, fines and penalties, damage to our reputation and credibility and could have a negative impact on our business and results of operations.

Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could materially and adversely affect our business and the market price of our common stock.16

Under the Sarbanes-Oxley Act, we must maintain effective disclosure controls and procedures and internal control over financial reporting, which requires significant resources and management oversight. Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We cannot assure you that our internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which we had previously believed that internal controls were effective. Matters impacting our internal controls may cause us to be unable to report our financial data on a timely basis, or may cause us to restate previously issued financial data, and thereby subject us to adverse regulatory consequences, including sanctions or investigations by the SEC, or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if we or our independent registered public accounting firm reports a material weakness in our internal control over financial reporting. This could materially adversely affect us by, for example, leading to a decline in the market price for our common stock and impairing our ability to raise capital.

If our reputation or our tenants’ reputation are damaged, our business and operating results may be harmed.

Our reputation and our tenants’ reputations are important to our business. Our reputation affects our ability to access capital, acquire additional properties and recruit and retain talented employees. Our tenants’ reputations affect their ability to continue to operate profitably and make payments under their lease agreements with us on time. There are numerous ways our reputation or our tenants’ reputation could be damaged. These include unethical behavior or misconduct, workplace safety incidents, environmental impact, corporate governance issues, data breaches or human rights records. We or our tenants may experience backlash from customers, government entities, advocacy groups, employees, and other stakeholders that disagree with our operating decisions or public policy positions. The proliferation of social media may increase the likelihood, speed, and magnitude of negative events. If our or our tenants’ reputation is damaged, it could adversely affect our business, results of operations, financial condition or ability to attract the most highly qualified employees.

16Third-party expectations relating to environmental, social and governance factors may impose additional costs and expose us to new risks.

~~Third-party~~There ~~expectations~~is ~~relating~~an increasing focus from certain investors and other stakeholders concerning corporate responsibility, specifically related to environmental, social and governance factors. Some investors may ~~impose~~use ~~additional~~these ~~costs~~factors to guide their investment strategies and, ~~expose~~in some cases, may choose not to invest in our securities if they believe our policies relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased in number, resulting in varied and in some cases inconsistent standards. In addition, the criteria by which companies’ corporate responsibility practices are assessed are evolving, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new ~~risks~~criteria. Alternatively, if we elect not to or are unable to satisfy such new criteria or do not meet the criteria of a specific third-party provider, some investors may conclude that our policies with respect to corporate responsibility are inadequate. We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies. Furthermore, if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead. In addition, in the event that we communicate certain initiatives and goals regarding environmental, social and governance matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors, tenants and other stakeholders or our initiatives are not executed as planned, our reputation and financial results could be adversely affected.

~~Risks~~Our ~~Related~~level of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility, and we may have future capital needs and may not be able to ~~Our~~obtain ~~Indebtedness~~additional financing on acceptable terms.

~~Our~~We ~~level~~have ofentered ~~indebtedness~~into ~~could~~a ~~materially~~Fourth Amended and ~~adversely~~Restated ~~affect~~Revolving ~~our~~Credit ~~financial~~and ~~position~~Term Loan Agreement (the "Amended Loan Agreement"), ~~including~~which ~~reducing~~amended ~~funds~~and ~~available~~restated the Loan Agreement (as defined below). The Amended Loan Agreement provides for ~~other~~borrowings ~~business~~of ~~purposes~~up to $940 million and ~~reducing~~consists ~~our~~of ~~operational~~(1) ~~flexibility~~a revolving credit facility in an aggregate principal amount of $350 million and (2) a term loan facility in an aggregate principal amount of $590 million comprised of (i) a $100 million term credit facility with a maturity date of November 9, 2026 (the "Term Loan A-2 Facility"), (ii) a $90 million term credit facility with a maturity date of February 1, 2027, (iii) a $85 million term credit facility with a maturity date of March 14, 2027 (the "Term Loan A-5 Facility"), (iv) a $90 million term credit facility with a maturity date of February 1, 2028, and we(v) ~~may~~a $225 million term credit facility with a maturity date of February 1, 2029 (the "Term Loan A-1 Facility"). No amortization payments are required on the term loan prior to the maturity date. We have ~~future~~the ~~capital~~option ~~needs~~to extend the maturity date of the revolving credit facility for up to two six month periods, subject to the payment of an extension fee of 0.0625% on the aggregate amount of the then-outstanding revolving commitment. We have the option to extend the maturity date of each of the Term Loan A-1 Facility and ~~may~~the ~~not~~Term beLoan ~~able~~A-2 Facility by one year, subject to ~~obtain~~the ~~additional~~payment ~~financing~~of an extension fee of 0.125% on ~~acceptable~~the ~~terms~~then-outstanding principal amount of term loans under the Term Loan A-1 Facility and the Term Loan A-2 Facility, as applicable. We have the option to extend the maturity date of the Term Loan A-5 Facility by one year, subject to the payment of an extension fee of 0.15% on the then-outstanding principal amount of term loans under the Term Loan A-5 Facility. In addition, the Amended Loan Agreement contains an accordion feature allowing the facility to be increased by an additional aggregate amount not to exceed $450 million, subject to certain conditions. As of December 31, 2025, the term loan facility is fully drawn and the undrawn revolving credit facility had $350 million remaining capacity.

As of the date of this report, we have entered into a Fourth Amended and Restated Revolving Credit and Term Loan Agreement (the "Amended Loan Agreement"), which amended and restated the Loan Agreement (as defined below). The Amended Loan Agreement provides for borrowings of up to $940 million and consists of (1) a revolving credit facility in an aggregate principal amount of $350 million and (2) a term loan facility in an aggregate principal amount of $590 million comprised of (i) a $100 million term credit facility with a maturity date of November 9, 2026, (ii) a $90 million term credit facility with a maturity date of February 1, 2027, (iii) a $85 million term credit facility with a maturity date of March 14, 2027, (iv) a $90 million term credit facility with a maturity date of February 1, 2028, and (v) a $225 million term credit facility with a maturity date of February 1, 2029. In addition, the Amended Loan Agreement contains an accordion feature allowing the facility to be increased by an additional aggregate amount not to exceed $450 million, subject to certain conditions. As of February 13, 2025, the term loan facility is fully drawn and the undrawn revolving credit facility had $350 million remaining capacity. In addition, we have issued $625 million of senior unsecured fixed rate notes (the “Notes”). The Notes consist of $50 million of notes due in December 2026 priced at a fixed interest rate of 4.63%, $75 million of notes due in June 2027 priced at a fixed interest rate of 4.93%, $50 million of notes due in December 2028 priced at a fixed interest rate of 4.76%, $50 million of notes due in April 2029 priced at a fixed interest rate of 2.74%, $50 million of notes due in June 2029 priced at a fixed interest rate of 3.15%, $75 million of notes due in April 2030 priced at a fixed interest rate of 3.20%, $50 million of notes due in March 2031 priced at a fixed interest rate of 3.09%, $50 million of notes due in April 2031 priced at a fixed interest rate of 2.99%, $75 million of notes due in March 2032 priced at a fixed interest rate of 3.11%, and $100 million of notes due in July 2033 priced at a fixed interest rate of 6.44%. We may incur additional indebtedness in the future to refinance our existing indebtedness, to finance newly-acquired assets or for other purposes. Our governing documents do not contain any limitations on the amount of debt we may incur and we do not have a formal policy limiting the amount of debt we may incur in the future. Subject to the restrictions, if any, set forth in our debt agreements, our Board of Directors may establish and change our leverage policy at any time without stockholder approval. Any significant additional indebtedness could require a substantial portion of our cash flow to make interest and principal payments due on our indebtedness. Greater demands on our cash resources may reduce funds available to us to pay dividends, make capital expenditures and acquisitions, or carry out other aspects of our business strategy. Increased indebtedness can also limit our ability to adjust rapidly to changing market conditions, make us more vulnerable to general adverse economic and industry conditions and create competitive disadvantages for us compared to other companies with relatively lower debt levels. Increased future debt service obligations may limit our operational flexibility, including our ability to acquire assets, finance or refinance our assets, contribute assets to joint ventures or sell assets as needed.17

~~Moreover~~In addition, ~~our~~we ~~ability~~have toissued ~~obtain~~$625 ~~additional~~million ~~financing~~of ~~and~~senior ~~satisfy~~unsecured ~~our~~fixed ~~financial~~rate ~~obligations~~notes ~~under~~(the ~~our~~“Notes”). ~~indebtedness~~The ~~outstanding~~Notes ~~from~~consist ~~time~~of to$50 ~~time~~million ~~will~~of ~~depend~~notes ~~upon~~due ~~our~~in ~~future~~December ~~operating~~2026 ~~performance~~priced at a fixed interest rate of 4.63%, ~~which~~$75 ismillion ~~subject~~of tonotes ~~then~~due ~~prevailing~~in ~~general~~June ~~economic~~2027 ~~and~~priced ~~credit~~at ~~market~~a ~~conditions~~fixed interest rate of 4.93%, ~~including~~$50 million of notes due in December 2028 priced at a fixed interest rate ~~levels~~of ~~and~~4.76%, ~~the~~$50 ~~availability~~million of ~~credit~~notes ~~generally~~due in April 2029 priced at a fixed interest rate of 2.74%, ~~and~~$50 ~~financial~~million of notes due in June 2029 priced at a fixed interest rate of 3.15%, ~~business~~$75 million of notes due in April 2030 priced at a fixed interest rate of 3.20%, $50 million of notes due in March 2031 priced at a fixed interest rate of 3.09%, $50 million of notes due in April 2031 priced at a fixed interest rate of 2.99%, $75 million of notes due in March 2032 priced at a fixed interest rate of 3.11%, and $100 million of notes due in July 2033 priced at a fixed interest rate of 6.44%. We may incur additional indebtedness in the future to refinance our existing indebtedness, to finance newly-acquired assets or for other ~~factors~~purposes. Our governing documents do not contain any limitations on the amount of debt we may incur and we do not have a formal policy limiting the amount of debt we may incur in the future. Subject to the restrictions, ~~many~~if any, set forth in our debt agreements, our Board of ~~which~~Directors ~~are~~may ~~beyond~~establish and change our ~~control~~leverage policy at any time without stockholder approval. AAny ~~worsening~~significant additional indebtedness could require a substantial portion of ~~credit~~our cash flow to make interest and principal payments due on our indebtedness. Greater demands on our cash resources may reduce funds available to us to pay dividends, make capital expenditures and acquisitions, or carry out other aspects of our business strategy. Increased indebtedness can also limit our ability to adjust rapidly to changing market conditions, ~~including~~make ~~rising~~us ~~interest~~more ~~rates,~~vulnerable ~~could~~to ~~materially~~general adverse economic and ~~adversely~~industry ~~affect~~conditions and create competitive disadvantages for us compared to other companies with relatively lower debt levels. Increased future debt service obligations may limit our operational flexibility, including our ability to ~~obtain~~acquire ~~financing~~assets, onfinance ~~favorable~~or ~~terms~~refinance our assets, ifcontribute atassets ~~all~~to joint ventures or sell assets as needed.

WeMoreover, ~~also~~our ~~may~~ability ~~be unable~~ to obtain additional financing orand ~~financing on favorable terms or our operating cash flow may be insufficient to~~ satisfy our financial obligations under our indebtedness outstanding from time to time. ~~Among~~will ~~other~~depend ~~things,~~upon ~~although~~our wefuture ~~received~~operating anperformance, ~~investment~~which ~~grade~~is ~~credit~~subject ~~rating~~to ofthen ~~BBB~~prevailing ~~from~~general ~~Fitch~~economic ~~Ratings in March 2022~~ and ~~an investment grade~~ credit ~~rating~~market ofconditions, ~~Baa3~~including ~~from~~interest ~~Moody’s~~rate ~~Investor~~levels ~~Service~~and inthe ~~May~~availability ~~2022,~~of ~~any~~ credit ~~rating~~generally, ~~downgrade could increase our financing costs~~ and ~~could limit our access to financing sources. If financing is not available when needed~~financial, orbusiness isand ~~available~~other ~~on unfavorable terms~~factors, wemany ~~may~~of bewhich ~~unable~~are tobeyond ~~complete~~our ~~acquisitions~~control. orA ~~otherwise~~worsening ~~take advantage~~ of ~~business~~credit ~~opportunities~~market orconditions, ~~respond~~including torising ~~competitive~~interest ~~pressures~~rates, ~~any of which~~ could materially and adversely affect our ~~business,~~ability ~~financial~~to ~~condition~~obtain ~~and~~financing ~~results~~on offavorable ~~operations~~terms, if at all.

17We also may be unable to obtain additional financing or financing on favorable terms or our operating cash flow may be insufficient to satisfy our financial obligations under our indebtedness outstanding from time to time. Among other things, although we received an investment grade credit rating of BBB from Fitch Ratings in March 2022 and an investment grade credit rating of Baa3 from Moody’s Investor Service in May 2022, any credit rating downgrade could increase our financing costs and could limit our access to financing sources. If financing is not available when needed, or is available on unfavorable terms, we may be unable to complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could materially and adversely affect our business, financial condition and results of operations.

Covenants in our debt agreements may limit our operational flexibility, and a covenant breach or default could materially and adversely affect our business, financial position or results of operations.

The agreements governing our indebtedness contain customary covenants that may limit our operational flexibility. The Amended Loan Agreement and the terms of the Notes contain customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the incurrence of debt, the incurrence of secured debt, the ability of FCPT OP and the guarantors to enter into mergers, consolidations, sales of assets and similar transactions, limitations on distributions and other restricted payments, and limitations on transactions with affiliates and customary reporting obligations.

In addition, we are required to comply with the following financial covenants: (1) total indebtedness to consolidated capitalization value not to exceed 60%; (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%; and (5) minimum unencumbered interest coverage ratio of 1.75 to 1.00. As of December 31, ~~2024~~2025, we are in compliance with our existing financial covenants.

The Amended Loan Agreement and the terms of the Notes contain customary events of default including, without limitation, payment defaults, violation of covenants and other performance defaults, defaults on payment of indebtedness and monetary obligations, bankruptcy-related defaults, judgment defaults, REIT status default and the occurrence of certain change of control events. Breaches of certain covenants may result in defaults and cross-defaults under certain of our other indebtedness, even if we satisfy our payment obligations to the respective obligee.

Covenants that limit our operational flexibility, as well as covenant breaches or defaults under our debt instruments, could materially and adversely affect our business, financial position or results of operations, or our ability to incur additional indebtedness or refinance existing indebtedness.

An increase in market interest rates would increase our interest costs on existing and future debt and could adversely affect our stock price, as well as our ability to refinance existing debt and conduct acquisition activity.

As of December 31, ~~2024~~2025, our $~~765~~940 million Loan Agreement bore interest at a variable rate on any amount drawn and outstanding, and borrowings under the Amended Loan Agreement bear interest at a variable rate. As of December 31, ~~2024~~2025, $~~520~~590 million was outstanding under the Loan Agreement. We may borrow additional amounts on the revolving credit facility under the Amended Loan Agreement or incur additional variable rate debt in the future, including through the exercise of the accordion feature pursuant to the Amended Loan Agreement. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve Board. If the Federal Reserve Board increases the federal funds rate, overall interest rates will likely rise. Interest rate increases would increase our interest costs for any new debt and our variable rate debt obligations pursuant to the Amended Loan Agreement, which could, in turn, make the financing of any acquisition more expensive as well as lower our current period earnings. Rising interest rates could limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing. In addition, an increase in interest rates could decrease the access third parties have to credit, thereby decreasing the amount they are willing to pay to lease our assets and consequently limiting our ability to reposition our portfolio promptly in response to changes in economic or other conditions. Furthermore, the dividend yield on our common stock, as a percentage of the price of such common stock, will influence the price of such common stock. Thus, an increase in market interest rates may lead prospective purchasers of our common stock to expect a higher dividend yield, which could adversely affect the market price of our common stock. In addition, decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments. Increased competition for the acquisition of real estate may lead to a decrease in the yields on real estate we have targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations will be adversely affected.

~~Hedging transactions could have a negative effect on our results of operations.~~18

Wecosts ~~have~~for ~~entered~~any ~~into~~new ~~hedging~~debt ~~transactions~~and ~~with~~our ~~respect~~variable rate debt obligations pursuant to ~~interest~~the ~~rate~~Amended ~~exposure~~Loan onAgreement, ~~our~~which ~~term~~could, ~~loan~~in ~~and~~turn, wemake ~~may~~the ~~enter~~financing ~~into~~of ~~other~~any ~~hedging~~acquisition ~~transactions,~~more ~~with~~expensive ~~respect~~as towell ~~one~~as orlower ~~more~~our ofcurrent period earnings. Rising interest rates could limit our ~~assets~~ability orto ~~other~~refinance ~~liabilities.~~existing ~~The~~debt ~~use~~when ofit ~~hedging~~matures ~~transactions~~or ~~involves~~cause ~~certain~~us ~~risks,~~to ~~including:~~pay ~~(1)~~higher ~~the~~interest ~~possibility~~rates ~~that~~upon ~~the~~refinancing. ~~market~~In ~~will~~addition, ~~move~~an increase in ainterest ~~manner~~rates orcould ~~direction~~decrease ~~that~~the ~~would~~access third parties have ~~resulted~~to incredit, athereby ~~gain~~decreasing ~~for~~the usamount ~~had~~they aare ~~hedging~~willing ~~transaction~~to ~~not~~pay ~~been~~to ~~used,~~lease inour ~~which~~assets ~~case~~and consequently limiting our ~~performance~~ability ~~would~~to ~~have~~reposition ~~been~~our ~~better~~portfolio ~~had~~promptly wein ~~not~~response ~~engaged~~to changes in ~~the~~economic ~~hedging~~or ~~transaction;~~other ~~(2)~~conditions. Furthermore, the ~~risk~~dividend ofyield anon ~~imperfect~~our ~~correlation~~common ~~between~~stock, ~~the~~as ~~risk~~a ~~sought~~percentage toof bethe ~~hedged~~price ~~and~~of ~~the~~such ~~hedging~~common ~~transaction~~stock, ~~used;~~will ~~(3)~~influence the ~~potential~~price ~~illiquidity~~of ~~for~~such ~~the~~common ~~hedging~~stock. ~~instrument used~~Thus, ~~which~~an increase in market interest rates may ~~make~~lead itprospective ~~difficult~~purchasers ~~for~~of usour common stock to ~~close~~expect ~~out~~a orhigher ~~unwind~~dividend ayield, ~~hedging~~which ~~transaction;~~could ~~(4)~~adversely affect the ~~possibility~~market ~~that~~price of our ~~counterparty~~common ~~fails~~stock. toIn ~~honor~~addition, ~~its~~decreases ~~obligations;~~in ~~and~~interest ~~(5)~~rates may lead to additional competition for the ~~possibility~~acquisition ~~that~~of wereal ~~may~~estate ~~have~~due to ~~post~~a ~~collateral~~reduction toin ~~enter~~desirable ~~into~~alternative ~~hedging~~income-producing ~~transactions,~~investments. ~~which~~Increased wecompetition ~~may~~for ~~lose~~the ifacquisition weof ~~are~~real ~~unable~~estate tomay ~~honor~~lead ~~our~~to ~~obligations.~~a ~~Our~~decrease ~~election~~in tothe beyields ~~subject~~on toreal ~~tax~~estate aswe ahave ~~REIT~~targeted ~~also~~for ~~limits~~acquisition. ~~our~~In ~~income~~such ~~sources~~circumstances, ~~and~~if ~~the~~we ~~hedging~~are ~~strategies~~not ~~available~~able to usoffset ~~are~~the ~~more~~decrease ~~limited~~in ~~than~~yields ~~those~~by ~~available~~obtaining tolower ~~companies~~interest ~~that~~costs ~~are~~on ~~not~~our ~~REITs~~borrowings, our results of operations will be adversely affected.

~~Risks~~Hedging ~~Related~~transactions tocould ~~Our~~have ~~Organizational~~a ~~Structure~~negative effect on our results of operations.

~~Our~~We ~~charter~~have ~~restricts~~entered ~~the~~into ~~ownership~~hedging transactions with respect to interest rate exposure on our term loan and ~~transfer~~we may enter into other hedging transactions, with respect to one or more of our ~~outstanding~~assets ~~stock~~or other liabilities. The use of hedging transactions involves certain risks, including: (1) the possibility that the market will move in a manner or direction that would have resulted in a gain for us had a hedging transaction not been used, in which ~~may~~case our performance would have been better had we not engaged in the ~~effect~~hedging transaction; (2) the risk of ~~delaying~~an imperfect correlation between the risk sought to be hedged and the hedging transaction used; (3) the potential illiquidity for the hedging instrument used, ~~deferring~~which may make it difficult for us to close out or ~~preventing~~unwind a hedging transaction; or(4) ~~change~~the ofpossibility ~~control~~that ofour counterparty fails to honor its obligations; and (5) the possibility that we may have to post collateral to enter into hedging transactions, which we may lose if we are unable to honor our ~~company~~obligations. Our election to be subject to tax as a REIT also limits our income sources, and the hedging strategies available to us are more limited than those available to companies that are not REITs.

18Our charter restricts the ownership and transfer of our outstanding stock, which may have the effect of delaying, deferring or preventing a transaction or change of control of our company.

In order for us to qualify as a REIT, not more than 50% in value of our outstanding shares of stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year after the first year for which we elect to be subject to tax and qualify as a REIT. Additionally, at least 100 persons must beneficially own our stock during at least 335 days of a taxable year (other than the first taxable year for which we elect to be subject to tax and qualify as a REIT). Our charter, with certain exceptions, authorizes our Board of Directors to take such actions as are necessary or advisable to preserve our qualification as a REIT. Our charter also provides that, unless exempted by the Board of Directors, no person may own more than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of our common stock or more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of our stock. The constructive ownership rules are complex and may cause shares of stock owned directly or constructively by a group of related individuals or entities to be constructively owned by one individual or entity. These ownership limits could delay or prevent a transaction or a change in control of us that might involve a premium price for shares of our stock or otherwise be in the best interests of our stockholders. The acquisition of less than 9.8% of our outstanding stock by an individual or entity could cause that individual or entity to own constructively in excess of 9.8% in value of our outstanding stock, and thus violate our charter’s ownership limit. Our charter also prohibits any person from owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Internal Revenue Code of 1986, as amended (the “Code”) or otherwise cause us to fail to qualify as a REIT. In addition, our charter provides that (i) no person shall beneficially own shares of stock to the extent such beneficial ownership of stock would result in us failing to qualify as a “domestically controlled qualified investment entity” within the meaning of Section 897(h) of the Code, and (ii) no person shall beneficially or constructively own shares of stock to the extent such beneficial or constructive ownership would cause us to own, beneficially or constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in a tenant of our real property. Subject to certain exceptions, rents received or accrued by us from a tenant will not be treated as qualifying rent for purposes of the REIT gross income requirements if we or a beneficial or constructive owner of 10% or more of our stock beneficially or constructively owns 10% or more of the total combined voting power of all classes of the tenant’s stock entitled to vote or 10% or more of the total value of all classes of the tenant’s stock. Any attempt to own or transfer shares of our stock in violation of these restrictions may result in the transfer being automatically void. Our charter also provides that shares of our capital stock acquired or held in excess of the ownership limit will be transferred to a trust for the benefit of a charitable beneficiary that we designate, and that any person who acquires shares of our capital stock in violation of the ownership limit will not be entitled to any dividends on the shares or be entitled to vote the shares or receive any proceeds from the subsequent sale of the shares in excess of the lesser of the market price on the day the shares were transferred to the trust or the amount realized from the sale. We or our designee will have the right to purchase the shares from the trustee at this calculated price as well. A transfer of shares of our capital stock in violation of the limit may be void under certain circumstances. Our 9.8% ownership limitation may have the effect of delaying, deferring or preventing a change in control, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for our stockholders.

~~Maryland law and provisions in our charter and bylaws may delay or prevent takeover attempts by third parties and therefore inhibit our stockholders from realizing a premium on their stock.~~19

~~Our charter and bylaws contain, and~~ Maryland law ~~contains,~~and provisions ~~that~~in ~~may deter coercive takeover practices and inadequate takeover bids and encourage prospective acquirors to negotiate with~~ our ~~Board of Directors, rather than to attempt a hostile takeover. Our~~ charter and bylaws, ~~among other things, (1) contain transfer and ownership restrictions on the percentage by number and value of outstanding shares of our stock that~~ may bedelay ~~owned~~ or ~~acquired~~prevent bytakeover ~~any~~attempts ~~stockholders;~~by ~~(2)~~third ~~permit~~parties ~~the Board of Directors, without further action of the stockholders, to increase or decrease the authorized number of shares, issue additional shares, classify or reclassify unissued shares,~~ and ~~issue~~therefore ~~and~~inhibit ~~fix~~our the terms of one or more classes or series of preferred stock, which may have rights senior to those of the common stock; (3) establish certain advance notice procedures for stockholder proposals and director nominations; and (4) provide that special meetings of stockholders ~~may~~from ~~only~~realizing bea ~~called~~premium byon ~~the~~their ~~company or upon written request of ten percent in voting power of our outstanding common~~ stock.

~~Under~~Our charter and bylaws contain, and Maryland law contains, ~~any~~provisions ~~written~~that ~~consent~~may ofdeter coercive takeover practices and inadequate takeover bids and encourage prospective acquirors to negotiate with our ~~stockholders~~Board ~~must~~of beDirectors, ~~unanimous~~rather than to attempt a hostile takeover. InOur ~~addition~~charter and bylaws, ~~Maryland~~among ~~law~~other ~~allows~~things, a(1) ~~Maryland~~contain ~~corporation~~transfer ~~with~~and aownership ~~class~~restrictions on the percentage by number and value of ~~equity~~outstanding ~~securities~~shares ~~registered~~of ~~under~~our ~~the~~stock ~~Exchange~~that ~~Act~~may tobe ~~amend~~owned ~~its~~or ~~charter~~acquired by any stockholders; (2) permit the Board of Directors, without ~~stockholder~~further ~~approval~~action of the stockholders, to ~~effect~~increase aor ~~reverse~~decrease ~~stock~~the ~~split~~authorized atnumber aof ~~ratio~~shares, issue additional shares, classify or reclassify unissued shares, and issue and fix the terms of ~~not~~one or more ~~than~~classes ~~ten~~or ~~shares~~series of preferred stock, ~~into~~which ~~one~~may ~~share~~have rights senior to those of the common stock; (3) establish certain advance notice procedures for stockholder proposals and director nominations; and (4) provide that special meetings of stockholders may only be called by the company or upon written request of ten percent in ~~any~~voting ~~twelve-month~~power ~~period~~of our outstanding common stock.

~~The~~Under ~~ownership~~Maryland bylaw, ~~our~~any ~~executive~~written ~~officers~~consent ~~and~~of ~~directors~~our ofstockholders ~~common~~must ~~stock~~be unanimous. In addition, ~~options~~Maryland orlaw ~~other~~allows ~~equity~~a ~~awards~~Maryland ofcorporation ~~Darden~~with ~~may~~a ~~create,~~class orof ~~may~~equity ~~create~~securities registered under the ~~appearance~~Exchange Act to amend its charter without stockholder approval to effect a reverse stock split at a ratio of, ~~conflicts~~not more than ten shares of ~~interest~~stock into one share of stock in any twelve-month period.

AsThe aownership ~~result~~by ~~of his former positions with Darden, Mr. Lenehan owns common stock, including restricted stock, in both Darden and FCPT. In addition, there is no restriction on~~ our executive officers and directors ~~acquiring~~of ~~Darden~~ common stock ~~in the future~~, ~~and,~~options ~~therefore,~~or ~~this~~other ~~ownership~~equity ofawards ~~common stock~~ of ~~both~~ Darden ~~and FCPT~~ may ~~be significant. Equity interests in Darden may~~ create, or ~~appear~~may to create, ~~conflicts of interest when any such director or executive officer is faced with decisions that could benefit or affect~~ the ~~equity~~appearance ~~holders~~ of ~~Darden in ways that do not benefit or affect us in the same manner. As of December 31~~, ~~2024,~~conflicts ~~no other executive officer or director~~ of ~~FCPT owns common stock of Darden~~interest.

~~Risks~~As ~~Related~~a result of his former positions with Darden, Mr. Lenehan owns common stock, including restricted stock, in both Darden and FCPT. In addition, there is no restriction on our executive officers and directors acquiring Darden common stock in the future, and, therefore, this ownership of common stock of both Darden and FCPT may be significant. Equity interests in Darden may create, or appear to ~~Our~~create, ~~Common~~conflicts ~~Stock~~of interest when any such director or executive officer is faced with decisions that could benefit or affect the equity holders of Darden in ways that do not benefit or affect us in the same manner. As of December 31, 2025, no other executive officer or director of FCPT owns common stock of Darden.

The market price and trading volume of our common stock may be volatile inand ~~the future. In addition, the trading volume in our common shares~~ may ~~fluctuate~~face ~~and~~negative ~~cause~~pressure ~~significant~~including ~~price~~as ~~variations~~a toresult ~~occur.~~of Itfuture issales ~~not~~or ~~possible~~distributions toof ~~accurately predict how investors in~~ our common stock ~~will behave~~.

19The market price of our common stock may be volatile in the future. In addition, the trading volume in our common shares may fluctuate and cause significant price variations to occur. It is not possible to accurately predict how investors in our common stock will behave.

Any disposition by a significant stockholder of our common stock, or the perception in the market that such dispositions could occur, may cause the price of our common stock to fall. Any such decline could impair our ability to raise capital through future sales of our common stock. Furthermore, our common stock may not qualify for investment indices, including indices specific to REITs, and any such failure may discourage new investors from investing in our common stock.

If and when additional funds are raised through the issuance of equity securities, including our common stock, our stockholders may experience significant dilution.

We cannot assure shareholders of our ability to pay dividends in the future.

Our current dividend rate is $0.~~355~~3665 per share per quarter and $1.~~3900~~4315 per share over the last four quarters. We may pay a portion of our dividends in common stock. In no event will the annual dividend be less than 90% of our REIT taxable income on an annual basis, determined without regard to the dividends paid deduction and excluding any net capital gains. Our ability to pay dividends may be adversely affected by a number of factors, including the risk factors described in this Annual Report on Form 10-K. Dividends will be authorized by our Board of Directors and declared by us based upon a number of factors, including actual results of operations, restrictions under Maryland law or applicable debt covenants, our financial condition, our taxable income, the annual distribution requirements under the REIT provisions of the Code, our operating expenses and other factors our directors deem relevant. We cannot assure shareholders that we will achieve investment results that will allow us to make a specified level of cash dividends or year-to-year increases in cash dividends in the future.

Furthermore, while we are required to pay dividends in order to maintain our REIT status (as described below in the risk factor “REIT distribution requirements could adversely affect our ability to execute our business plan”), we may elect not to maintain our REIT status, in which case we would no longer be required to pay such dividends. Moreover, even if we do elect to maintain our REIT status, after completing various procedural steps, we may elect to comply with the applicable distribution requirements by distributing, under certain circumstances, a portion of the required amount in the form of shares of our common stock in lieu of cash. If we elect not to maintain our REIT status or to satisfy any required distributions in shares of common stock in lieu of cash, such action could negatively affect our business and financial condition as well as the market price of our common stock. No assurance can be given that we will pay any dividends on shares of our common stock in the future.

~~Risks Related to Our Taxation as a REIT~~20

WeIf ~~believe that~~ we ~~were~~do ~~organized~~not ~~and~~qualify ~~have~~as ~~operated~~a ~~and~~REIT, weor ~~intend~~fail to ~~continue~~remain toqualified ~~operate~~as in a ~~manner~~REIT, ~~that~~we will ~~enable~~be ussubject to ~~qualify as a REIT for~~ U.S. federal income tax ~~purposes commencing with our taxable year ended December 31, 2016. Qualification~~ as a ~~REIT~~regular ~~involves~~corporation ~~the application of highly technical~~ and ~~complex provisions of the Code, for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation~~ could ~~jeopardize~~face ~~our REIT qualification. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as~~ a ~~REIT.~~substantial ~~Our~~tax ~~qualification as a REIT depends on our satisfaction of certain asset~~liability, ~~income,~~which ~~organizational,~~would ~~distribution,~~reduce ~~stockholder ownership and other requirements on a continuing basis. Our ability to satisfy~~ the ~~asset~~amount ~~requirements depends upon our analysis~~ of ~~the~~cash ~~fair~~available ~~market values of our assets, some of which are not susceptible to a precise determination, and~~ for ~~which~~distribution ~~we do not obtain independent appraisals. Our compliance with the REIT income and asset requirements also depends upon our ability~~ to ~~successfully manage the composition of~~ our ~~income and assets on an ongoing basis~~stockholders. Moreover, the proper classification of one or more of our investments may be uncertain in some circumstances, which could affect the application of the REIT qualification requirements. In addition, our ability to satisfy the requirements to qualify as a REIT may depend in part on the actions of third parties over which we have no control or only limited influence. Accordingly, there can be no assurance that the Internal Revenue Service (the “IRS”) will not contend that our investments violate the REIT requirements.

IfWe believe that we were organized and have operated and we intend to ~~fail~~continue to ~~qualify~~operate asin a ~~REIT~~manner inthat ~~any~~will ~~taxable~~enable ~~year,~~us weto ~~would~~qualify beas ~~subject~~a toREIT for U.S. federal income tax onpurposes commencing with our taxable ~~income~~year atended December 31, 2016. Qualification as a REIT involves the ~~regular~~application ~~corporate~~of ~~rate~~highly technical and complex provisions of the Code, for which only limited judicial and ~~distributions~~administrative toauthorities ~~stockholders~~exist. ~~would~~Even a technical or inadvertent violation could jeopardize our REIT qualification. The determination of various factual matters and circumstances not beentirely ~~deductible~~within byour uscontrol inmay ~~computing~~affect our ~~taxable~~ability ~~income~~to qualify as a REIT. ~~Any~~Our ~~such~~qualification ~~corporate~~as ~~tax~~a ~~liability~~REIT ~~could~~depends beon ~~substantial~~our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and ~~would~~other ~~reduce~~requirements on a continuing basis. Our ability to satisfy the ~~amount~~asset requirements depends upon our analysis of ~~cash~~the ~~available~~fair ~~for~~market ~~distribution~~values toof our ~~stockholders~~assets, some of which inare ~~turn~~not ~~could~~susceptible ~~have~~to ana ~~adverse~~precise ~~impact~~determination, onand for which we do not obtain independent appraisals. Our compliance with the ~~value~~REIT income and asset requirements also depends upon our ability to successfully manage the composition of, our income and ~~trading~~assets ~~prices~~on ~~for~~an ongoing basis. Moreover, the proper classification of one or more of our ~~common~~investments ~~stock.~~may ~~Unless~~be ~~entitled~~uncertain toin ~~relief~~some ~~under~~circumstances, ~~certain~~which ~~provisions~~could affect the application of the ~~Code~~REIT qualification requirements. In addition, weour ~~also~~ability ~~would~~to besatisfy ~~disqualified~~the ~~from~~requirements ~~taxation~~to qualify as a REIT ~~for~~may ~~the~~depend ~~four~~in ~~taxable~~part ~~years~~on ~~following~~ the ~~year~~actions ~~during~~of third parties over which we ~~initially~~have ~~ceased~~no tocontrol ~~qualify~~or asonly alimited influence. Accordingly, there can be no assurance that the Internal Revenue Service (the “IRS”) will not contend that our investments violate the REIT requirements.

WeIf ~~could~~we were to fail to qualify as a REIT ifin ~~income~~any taxable year, we ~~receive~~would ~~from~~be ~~Darden~~subject to U.S. federal income tax on our taxable income at the regular corporate rate, and ~~other~~distributions ~~tenants~~to isstockholders would not ~~treated~~be asdeductible ~~qualifying~~by us in computing our taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our stockholders, which in turn could have an adverse impact on the value of, and trading prices for, our common stock. Unless entitled to relief under certain provisions of the Code, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we initially ceased to qualify as a REIT.

~~Under~~We ~~applicable~~could ~~provisions~~fail ofto ~~the~~qualify ~~Code, we will not be treated~~ as a REIT ~~unless~~if ~~we satisfy various requirements, including requirements relating to the sources of our gross~~ income. ~~Rents~~we ~~received~~receive ~~or accrued by us~~ from Darden and other tenants ~~will~~is not be treated as qualifying ~~rent for purposes of these requirements if our leases are not respected as true leases for U.S. federal~~ income ~~tax purposes and are instead treated as service contracts, joint ventures or other types of arrangements~~. ~~If our leases are not respected as true leases for U.S. federal income tax purposes, we may fail to qualify as a REIT.~~

InUnder ~~addition~~applicable provisions of the Code, ~~subject~~we towill ~~certain~~not ~~exceptions~~be treated as a REIT unless we satisfy various requirements, ~~rents~~including requirements relating to the sources of our gross income. Rents received or accrued by us from Darden and other tenants will not be treated as qualifying rent for purposes of ~~the~~these ~~REIT~~requirements ~~gross~~if our leases are not respected as true leases for U.S. federal income ~~requirements~~tax ifpurposes weand orare ainstead ~~beneficial~~treated oras ~~constructive~~service ~~owner~~contracts, ofjoint ~~10%~~ventures or ~~more~~other types of arrangements. If our ~~stock~~leases ~~beneficially~~are not respected as true leases for U.S. federal income tax purposes, we may fail to qualify as a REIT.

20In addition, subject to certain exceptions, rents received or accrued by us from Darden will not be treated as qualifying rent for purposes of the REIT gross income requirements if we or a beneficial or constructive owner of 10% or more of our stock beneficially or constructively owns 10% or more of the total combined voting power of all classes of Darden stock entitled to vote or 10% or more of the total value of all classes of Darden stock. Our charter provides for restrictions on ownership and transfer of our shares of stock, including restrictions on such ownership or transfer that would cause the rents received or accrued by us from Darden to be treated as non-qualifying rent for purposes of the REIT gross income requirements.

orNevertheless, ~~constructively~~there ~~owns~~can ~~10%~~be orno ~~more~~assurance ofthat ~~the~~such ~~total combined voting power of all classes of Darden stock entitled to vote or 10% or more of the total value of all classes of Darden stock. Our charter provides for~~ restrictions onwill ~~ownership~~be ~~and~~effective ~~transfer~~in ofensuring ~~our shares of stock, including restrictions on such ownership or transfer~~ that ~~would cause the~~ rents received or accrued by us from Darden towill not be treated as ~~non-~~qualifying rent for purposes of ~~the~~ REIT ~~gross~~qualification ~~income~~ requirements.

~~Nevertheless,~~Dividends ~~there~~payable ~~can be no assurance that such restrictions will be effective in ensuring that rents received or accrued~~ by usREITs ~~from~~do ~~Darden~~not ~~will~~qualify ~~not~~for bethe ~~treated~~reduced astax ~~qualifying~~rates ~~rent~~available for ~~purposes~~some ~~of REIT qualification requirements~~dividends.

The maximum U.S. federal income tax rate applicable to income from “qualified dividends” payable by non-REIT “C” corporations to certain non-corporate U.S. stockholders is currently 23.8% (taking into account the 3.8% Medicare tax applicable to net investment income). Dividends payable by REITs, dohowever, generally are not ~~qualify~~qualified dividends. Under the Tax Cuts and Jobs Act of 2017 (the “TCJA”), non-corporate U.S. stockholders generally may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends). On July 4, 2025, the One Big Beautiful Bill Act was enacted into law, which permanently extended certain provisions originally enacted under the TCJA. These extensions include the permanent allowance of the 20% deduction for “qualified REIT dividends” for non-corporate U.S. stockholders. For non-corporate U.S. stockholders in the ~~reduced~~top marginal tax ~~rates~~bracket ~~available~~of 37%, the deduction for ~~some~~REIT dividends yields an effective U.S. federal income tax rate of 29.6% on REIT dividends, which is higher than the 20% tax rate on qualified dividend income paid by “C” corporations. This does not adversely affect the taxation of REITs; however, the more favorable rates applicable to regular corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT “C” corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock.

~~The maximum U.S. federal income tax rate applicable to income from “qualified dividends” payable by non-~~REIT ~~“C”~~distribution ~~corporations~~requirements tocould certain non-corporate U.S. stockholders is currently 23.8% (taking into account the 3.8% Medicare tax applicable to net investment income). Dividends payable by REITs, however, generally are not qualified dividends. Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, non-corporate U.S. stockholders may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends). For non-corporate U.S. stockholders in the top marginal tax bracket of 37%, the deduction for REIT dividends yields an effective U.S. federal income tax rate of 29.6% on REIT dividends, which is higher than the 20% tax rate on qualified dividend income paid by “C” corporations. This does not adversely affect ~~the~~our ~~taxation~~ability ~~of REITs; however, the more favorable rates applicable~~ to ~~regular~~execute corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT “C” corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our ~~common~~business ~~stock~~plan.

We generally must distribute annually at least 90% of our REIT ~~distribution~~taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, in order for us to qualify as a REIT (assuming that certain other requirements ~~could~~are ~~adversely~~also ~~affect~~satisfied). To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our ~~ability~~REIT taxable income, determined without regard to ~~execute~~the ~~our~~dividends ~~business~~paid ~~plan.~~deduction and including any net capital gains, we will be

We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, in order for us to qualify as a REIT (assuming that certain other requirements are also satisfied). To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. We intend to continue to make distributions to our stockholders to comply with the REIT requirements of the Code.21

~~Currently~~subject ~~our funds from operations are generated primarily by rents paid under our lease agreements. From time~~ to time, we may generate taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments. Further, income must be accrued for U.S. federal corporate income tax ~~purposes~~on ~~no later than when such income is taken into account as revenue in~~ our ~~financial~~undistributed ~~statements,~~net ~~subject to certain exceptions, which could also create mismatches between REIT~~ taxable income ~~and the receipt of cash attributable to such income~~. IfIn ~~we do not have other funds available in these situations~~addition, we ~~could~~will be ~~required~~subject to ~~borrow~~a ~~funds~~4% onnondeductible ~~unfavorable~~excise ~~terms,~~tax ~~sell~~if ~~assets~~the atactual ~~disadvantageous~~amount ~~prices~~that orwe distribute ~~amounts~~to ~~that~~our ~~would~~stockholders ~~otherwise be invested~~ in ~~future~~a ~~acquisitions~~calendar toyear ~~make~~is ~~distributions~~less ~~sufficient~~than toa ~~enable~~minimum usamount tospecified ~~pay~~under ~~out enough of our taxable income to satisfy the REIT distributions requirement and to avoid~~ U.S. federal ~~corporate income~~ tax ~~and the 4% excise tax in a particular year~~laws. ~~These~~We ~~alternatives~~intend ~~could~~to ~~increase~~continue ~~our~~to ~~costs~~make ordistributions ~~reduce~~to our ~~equity~~stockholders ~~or adversely impact our ability~~ to ~~raise~~comply ~~short and long-term debt. Furthermore, the REIT distribution requirements may increase the financing needed to fund capital expenditures, further growth and expansion initiatives. Thus, compliance~~ with the REIT requirements ~~may~~of ~~hinder our ability to grow, which could adversely affect~~ the ~~value of our common stock~~Code.

~~Even~~Currently ifour funds from operations are generated primarily by rents paid under our lease agreements. From time to time, we ~~qualify~~may generate taxable income greater than our cash flow as a ~~REIT~~result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments. Further, income must be accrued for U.S. federal income tax purposes no later than when such income is taken into account as revenue in our financial statements, subject to certain exceptions, which could also create mismatches between REIT taxable income and the receipt of cash attributable to such income. If we ~~may~~do ~~face~~not have other ~~tax~~funds ~~liabilities~~available in these situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices or distribute amounts that would otherwise be invested in future acquisitions to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distributions requirement and to avoid U.S. federal corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our ~~cash~~equity ~~flow~~or adversely impact our ability to raise short and long-term debt. Furthermore, the REIT distribution requirements may increase the financing needed to fund capital expenditures, further growth and expansion initiatives. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our common stock.

Even if we qualify ~~for taxation~~ as a REIT, we may beface ~~subject~~other to certain U.S. federal, state, and local taxes on our income and assets, including taxes on any undistributed income and state or local income, property and transfer taxes. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. Inliabilities general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that ~~sale.~~reduce ~~While we will undertake sales of assets if those assets become inconsistent with~~ our long-term strategic or return objectives, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise. The need to avoid prohibited transactions could cause us to forego or defer sales of properties that might otherwise be in our best interest to sell. In addition, any net taxable income earned directly by our TRSs will be subject to U.S. federal, state, and local corporate-level income taxes and we may incur a 100% excise tax on transactions with a TRS if they are not conducted on an arm’s-length basis. Any of these taxes would decrease cash ~~available for distribution to our stockholders~~flow.

~~Complying~~Even ~~with~~if ~~the~~we qualify for taxation as a REIT, ~~requirements~~we may be subject to certain U.S. federal, state, and local taxes on our income and assets, including taxes on any undistributed income and state or local income, property and transfer taxes. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we will undertake sales of assets if those assets become inconsistent with our long-term strategic or return objectives, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise. The need to avoid prohibited transactions could cause us to forego or defer sales of properties that might otherwise ~~attractive~~be ~~acquisition~~in our best interest to sell. In addition, any net taxable income earned directly by our TRSs will be subject to U.S. federal, state, and ~~business~~local ~~opportunities~~corporate-level orincome ~~liquidate~~taxes ~~otherwise~~and ~~attractive~~we ~~investments~~may incur a 100% excise tax on transactions with a TRS if they are not conducted on an arm’s-length basis. Any of these taxes would decrease cash available for distribution to our stockholders.

ToComplying ~~qualify~~with asthe a REIT ~~for~~requirements ~~U.S.~~may ~~federal~~cause ~~income~~us ~~tax~~to ~~purposes,~~forego weotherwise ~~must~~attractive ~~ensure~~acquisition ~~that, at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities~~ and ~~“real~~business ~~estate~~opportunities ~~assets”~~or ~~(as~~liquidate ~~defined~~otherwise inattractive ~~the Code). The remainder of our~~ investments ~~(other than government securities, qualified real estate assets and securities issued by a TRS) generally~~ .

21To qualify as a REIT for U.S. federal income tax purposes, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and “real estate assets” (as defined in the Code). The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, no more than 25% of the value of our total assets can be represented by securities of one or more TRSs no more than 25% of the value of our total assets can be represented by securities of one or more TRSs (20% for taxable years beginning after December 31, 2017 and before January 1, 2026) and no more than 25% of the value of our assets can be represented by certain debt instruments issued by “publicly offered REITs.” If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within thirty days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate or forego otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.

~~cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.~~ In addition, into ~~general, no more than 5% of~~ the ~~value~~asset oftests ~~our~~set ~~total~~forth ~~assets (other than government securities~~above, ~~qualified~~to ~~real~~qualify ~~estate~~as ~~assets and securities issued by~~ a ~~TRS)~~REIT ~~can~~we ~~consist~~must ofcontinually ~~the~~satisfy ~~securities~~tests ofconcerning, ~~any~~among ~~one~~other ~~issuer~~things, ~~no more than 20% of~~ the ~~value~~sources of our ~~total~~income, ~~assets~~the ~~can~~amounts bewe ~~represented~~distribute byto ~~securities~~our ofstockholders ~~one or more TRSs~~ and ~~no more than 25% of~~ the ~~value~~ownership of our ~~assets~~stock. ~~can~~We may be ~~represented~~unable byto ~~certain~~pursue ~~debt~~investments ~~instruments~~that ~~issued~~would bybe ~~“publicly~~otherwise ~~offered~~advantageous ~~REITs.”~~to Ifus wein ~~fail~~order to ~~comply~~satisfy ~~with these requirements at~~ the ~~end~~ source-of-income ~~any~~or ~~calendar~~asset- ~~quarter,~~diversification werequirements ~~must~~for ~~correct~~qualifying ~~the~~as ~~failure~~a ~~within~~REIT. ~~thirty~~Thus, ~~days~~compliance ~~after~~with the ~~end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our~~ REIT ~~qualification~~requirements ~~and suffering adverse tax consequences. As a result, we~~ may behinder ~~required~~our ability to ~~liquidate~~make orcertain ~~forego otherwise~~ attractive investments. ~~These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.~~

InWe ~~addition~~may toacquire ~~the~~properties ~~asset~~or ~~tests~~portfolios ~~set~~of ~~forth~~properties ~~above,~~through totax ~~qualify~~deferred ascontribution ~~a REIT we must continually satisfy tests concerning~~transactions, ~~among~~which ~~other~~could ~~things,~~result ~~the~~in ~~sources~~stockholder ofdilution ~~our income, the amounts we distribute to our stockholders~~ and ~~the~~limit ~~ownership of~~ our ~~stock.~~ability ~~We may be unable~~ to ~~pursue~~sell ~~investments that would be otherwise advantageous to us in order to satisfy the source-of-income~~ or ~~asset-~~refinance ~~diversification~~such ~~requirements for qualifying as a REIT~~assets. ~~Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.~~

We have in the past and may in the future acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership units in an operating partnership, which could result in stockholder dilution through the issuance of operating partnership units that, under certain circumstances, may be exchanged for shares of our common stock. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and ~~limit~~may require that we agree to restrictions on our ability to ~~sell~~dispose of, or refinance ~~such~~the ~~assets~~debt on, the acquired properties in order to protect the contributors’ ability to defer recognition of taxable gain. Similarly, we may be required to incur or maintain debt we would otherwise not incur so we can allocate the debt to the contributors to maintain their tax bases. These restrictions could limit our

We have in the past and may in the future acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership units in an operating partnership, which could result in stockholder dilution through the issuance of operating partnership units that, under certain circumstances, may be exchanged for shares of our common stock. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to restrictions on our ability to dispose of, or refinance the debt on, the acquired properties in order to protect the contributors’ ability to defer recognition of taxable gain. Similarly, we may be required to incur or maintain debt we would otherwise not incur so we can allocate the debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell or refinance an asset at a time, or on terms, that would be favorable absent such restrictions. See “Our tax protection agreement could limit our ability to sell or otherwise dispose of certain properties.”22

Weability ~~may~~to ~~pay~~sell ~~dividends~~or onrefinance ~~our~~an ~~common~~asset ~~stock~~at ina ~~common~~time, ~~stock and/~~or ~~cash.~~on ~~Our~~terms, ~~stockholders~~that ~~may~~would ~~sell~~be ~~shares~~favorable ofabsent ~~our~~such ~~common~~restrictions. ~~stock~~See to“Our ~~pay~~ tax onprotection ~~such~~agreement ~~dividends,~~could ~~placing~~limit ~~downward~~our ~~pressure~~ability onto ~~the~~sell ~~market~~or ~~price~~otherwise dispose of ~~our~~certain ~~common stock~~properties.”

InWe ~~connection~~may ~~with~~pay ~~our~~dividends ~~qualification~~on ~~as a REIT, we are required to annually distribute to its stockholders at least 90% of~~ our ~~REIT~~common ~~taxable~~stock ~~income,~~in ~~determined~~common ~~without~~stock ~~regard to the deduction for dividends paid~~ and/or ~~excluding net capital gain~~cash. ~~Although~~Our westockholders domay ~~not~~sell ~~currently intend to do so, in order to satisfy this requirement, we are permitted, subject to certain conditions and limitations, to make distributions that are in part payable in~~ shares of our common stock. ~~Taxable stockholders receiving such distributions will be required~~ to ~~report~~pay ~~dividend~~tax ~~income~~on ~~as a result of~~ such ~~distribution~~dividends, ~~for~~placing ~~both~~downward ~~the~~pressure ~~cash~~on ~~and stock components of~~ the ~~distribution~~market ~~and~~price ~~even though we distributed no cash or only nominal amounts~~ of ~~cash~~our tocommon ~~such shareholder~~stock.

IfIn weconnection ~~make~~with ~~any~~our ~~taxable~~qualification ~~dividend~~as ~~payable~~a ~~in cash and common stock~~REIT, ~~taxable~~we ~~stockholders~~are ~~receiving such dividends will be~~ required to ~~include~~annually ~~the~~distribute ~~full~~to ~~amount~~its ofstockholders ~~the~~at ~~dividend~~least as90% ~~ordinary income to the extent~~ of our ~~current~~REIT ~~and~~taxable ~~accumulated earnings and profits~~income, as determined ~~for~~without ~~U.S.~~regard ~~federal income tax purposes. As a result, stockholders may be required~~ to ~~pay~~the ~~income~~deduction ~~tax~~for ~~with respect to such~~ dividends inpaid ~~excess~~and ofexcluding ~~the~~net ~~cash~~capital ~~dividends received~~gain. IfAlthough awe ~~U.S.~~do ~~stockholder~~not ~~sells~~currently ~~shares~~intend ofto ~~our~~do ~~stock~~so, ~~that it receives as a dividend~~ in order to ~~pay~~satisfy this ~~tax~~requirement, ~~the~~we ~~sales~~are ~~proceeds~~permitted, ~~may~~subject beto ~~less~~certain ~~than~~conditions ~~the~~and ~~amount~~limitations, ~~included in income with respect~~ to ~~the~~make ~~dividend,~~distributions ~~depending~~that onare ~~the~~in ~~market~~part ~~price~~payable ofin ~~the~~shares ~~stock at the time~~ of ~~the~~our ~~sale~~common stock. ~~Furthermore,~~Taxable ~~with~~stockholders ~~respect~~receiving tosuch ~~certain~~distributions ~~non-U.S.~~will ~~stockholders, we may~~ be required to ~~withhold~~report ~~U.S.~~dividend ~~federal~~ income ~~tax~~as ~~with respect to such dividends, including in respect of all or~~ a ~~portion~~result of such ~~dividend~~distribution ~~that~~for isboth ~~payable~~the ~~in our stock. If, in any taxable dividend payable in~~ cash and stock, acomponents ~~significant number~~ of ~~our~~the ~~stockholders~~distribution ~~determine~~and toeven ~~sell~~though ~~shares~~we ofdistributed ~~our~~no ~~stock~~cash inor ~~order~~only tonominal ~~pay~~amounts ~~taxes~~of ~~owed~~cash ~~on dividends, it may be viewed as economically equivalent~~ to asuch ~~dividend reduction and put downward pressure on the market price of our stock~~shareholder.

~~The~~If ~~ability~~we ofmake ~~our~~any ~~Board~~taxable dividend payable in cash and common stock, taxable stockholders receiving such dividends will be required to include the full amount of ~~Directors~~the dividend as ordinary income to ~~revoke~~the extent of our ~~REIT~~current ~~election~~and ~~without~~accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, stockholders may be required to pay income tax with respect to such dividends in excess of the cash dividends received. If a U.S. stockholder ~~approval~~sells shares of our stock that it receives as a dividend in order to pay this tax, the sales proceeds may ~~cause~~be ~~adverse~~less ~~consequences~~than the amount included in income with respect to the dividend, depending on the market price of the stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. federal income tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in our stock. If, in any taxable dividend payable in cash and stock, a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may be viewed as economically equivalent to a dividend reduction and put downward pressure on the market price of our stock.

~~Our~~The ~~charter~~ability ~~provides~~of our Board of Directors ~~with the power, under certain circumstances,~~ to revoke ~~or otherwise terminate~~ our REIT election ~~and cause us to be taxed as a regular corporation,~~ without ~~the~~stockholder approval of our stockholders. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our net taxable income and we generally would no longer be required to distribute any of our net taxable income to our stockholders, which may ~~have~~cause adverse consequences ~~on our total return~~ to our stockholders.

~~Legislative~~Our charter provides our Board of Directors with the power, under certain circumstances, to revoke or ~~other~~otherwise ~~actions~~terminate ~~affecting~~our ~~REITs~~REIT ~~could~~election ~~have~~and cause us to be taxed as a ~~negative~~regular ~~effect~~corporation, without the approval of our stockholders. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on usour net taxable income and we generally would no longer be required to distribute any of our net taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders.

~~The~~Legislative ~~rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the Treasury Department. Changes to the tax laws, with~~ or ~~without~~other ~~retroactive~~actions ~~application,~~affecting ~~could~~REITs adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, Treasury Regulations, administrative interpretations or court decisions could ~~significantly~~have ~~and negatively affect our ability to qualify as~~ a ~~REIT,~~negative ~~the~~effect ~~U.S.~~on ~~federal income tax consequences of such qualification or the U.S. federal income tax consequences of an investment in~~ us. ~~Also, the law relating~~

22The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the Treasury Department. Changes to the tax laws, with or without retroactive application, could adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT, the U.S. federal income tax consequences of such qualification or the U.S. federal income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.

toItem the1B. taxUnresolved treatmentStaff of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REITComments.

~~Item~~Not 1Bapplicable. ~~Unresolved Staff Comments.~~

NotItem applicable1C. Cybersecurity.

~~Item~~Cybersecurity ~~1C.~~Risk ~~Cybersecurity.~~Management and Strategy

~~Cybersecurity~~We ~~Risk~~have ~~Management~~developed and ~~Strategy~~implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

We ~~have~~design ~~developed~~and assess our program based on the National Institute of Standards and ~~implemented~~Technology aCybersecurity ~~cybersecurity~~Framework ~~risk~~(NIST ~~management~~CSF). ~~program~~This ~~intended~~does tonot ~~protect~~imply that we meet any particular technical standards, specifications, or requirements, only that we use the ~~confidentiality~~NIST CSF as a guide to help us identify, ~~integrity~~assess, and ~~availability~~manage ofcybersecurity ~~our~~risks ~~critical~~relevant ~~systems~~to ~~and~~our ~~information~~business.

WeOur ~~design~~cybersecurity ~~and~~risk ~~assess~~management ~~our~~ program ~~based~~is onintegrated ~~the~~into ~~National~~our ~~Institute~~overall ofenterprise ~~Standards~~risk ~~and~~management ~~Technology~~program, ~~Cybersecurity~~and ~~Framework~~shares ~~(NIST~~common ~~CSF). This does not imply that we meet any particular technical standards~~methodologies, ~~specifications,~~reporting orchannels ~~requirements,~~and ~~only~~governance processes that weapply ~~use~~across the ~~NIST~~enterprise ~~CSF~~risk asmanagement aprogram ~~guide~~ to ~~help~~other uslegal, ~~identify~~compliance, ~~assess~~strategic, operational, and ~~manage~~financial ~~cybersecurity~~risk ~~risks relevant to our business~~areas.

~~Our~~Key ~~cybersecurity~~elements ~~risk~~of ~~management program is integrated into~~ our ~~overall~~cybersecurity ~~enterprise~~ risk management program, ~~and~~include ~~shares~~but ~~common~~are ~~methodologies,~~not ~~reporting~~limited ~~channels~~to ~~and governance processes that apply across~~ the ~~enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.~~following:

•

~~Key~~risk ~~elements~~assessments ofdesigned ~~our~~to ~~cybersecurity~~help ~~risk~~identify ~~management~~material ~~program~~cybersecurity ~~include~~risks ~~but~~to ~~are~~our ~~not~~critical ~~limited~~systems toand ~~the following:~~information;

•

~~risk~~a ~~assessments~~security ~~designed~~team toprincipally ~~help~~responsible ~~identify~~for ~~material~~managing (1) our cybersecurity ~~risks~~risk toassessment processes, (2) our ~~critical~~security ~~systems~~controls, and ~~information~~(3) our response to cybersecurity incidents;

~~a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;~~23

•

the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;

•

cybersecurity awareness training of our employees, incident response personnel, and senior management;

•

a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

•

a third-party risk management process for service providers and vendors based on their criticality and risk profile.

There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity risks that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors - We may be vulnerable to security breaches or cyber-attacks which could disrupt our operations and have a material adverse effect on our financial performance and operating results.”

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit and Risk Committee (the "Committee") oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program.

The Committee receives quarterly reports from management on our cybersecurity risks. In addition, management updates the Committee, as necessary, regarding any significant cybersecurity incidents.

The Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cyber risk management program. Board members receive presentations on cybersecurity topics from our Chief Accounting Officer.

Our management team, including our Chief Accounting Officer, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team’s experience includes over ten years of overseeing IT risk management and compliance, day-to-day IT operations, and coordinating with external IT security experts. Our Chief Accounting Officer also works in tandem with an external cybersecurity consultant that has experience in cybersecurity assessment, response, and mitigation.

Our management team stays informed about and monitors efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in the IT environment.

23Item 2. Properties.

Please refer to “Item 21. ~~Properties~~Business.”

Please refer to “Item 13. BusinessLegal Proceedings.”

~~Item~~In 3the ordinary course of our business, we are party to various claims and legal proceedings that management believes are routine in nature and incidental to the operation of our business. ~~Legal~~Management ~~Proceedings~~believes that the outcome of these proceedings will not have a material adverse effect upon our operations, financial condition or liquidity.

InItem the ordinary course of our business, we are party to various claims and legal proceedings that management believes are routine in nature and incidental to the operation of our business4. ManagementMine believesSafety that the outcome of these proceedings will not have a material adverse effect upon our operations, financial condition or liquidityDisclosures.

~~Item~~Not 4applicable. ~~Mine Safety Disclosures.~~

~~Not applicable.~~24

24PART II

~~Item 5.~~ Market Information for ~~Registrant’s~~ Common ~~Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~Stock

~~Market~~Our ~~Information~~common ~~for~~stock ~~Common~~has been listed on the New York Stock Exchange under the ticker symbol “FCPT” since November 10, 2015.

~~Our common stock has been listed on the New York Stock Exchange under the ticker symbol “FCPT” since November 10, 2015.~~Dividends

~~Dividends~~The following table presents the characterizations for tax purposes of such common stock dividends for the year ended December 31, 2025.

The following table presents the characterizations for tax purposes of such common stock dividends for the year ended December 31, 2024.


Record Date	Payment Date	Total Distribution ($ per share)		Form 1099 Box 1a Ordinary Taxable Dividend ($ per share)		Form 1099 Box 1b Qualified Taxable Dividend ($ per share)		Form 1099 Box 3 Return of Capital ($ per share)		Form 1099 Box 5 Section 199A Dividends ($ per share)
12/31/2024	1/15/2025	$	0.3550	$	0.3371	$	—	$	0.0179	$	0.3371
3/31/2025	4/15/2025		0.3550		0.3371		—		0.0179		0.3371
6/30/2025	7/15/2025		0.3550		0.3371		—		0.0179		0.3371
9/30/2025	10/15/2025		0.3550		0.3371		—		0.0179		0.3371
Totals		$	1.4200	$	1.3484	$	—	$	0.0716	$	1.3484

Record Date	Payment Date	TotalDistribution($ per share)		Form 1099Box 1aOrdinaryTaxableDividend ($per share)		Form 1099Box 1bQualifiedTaxableDividend ($per share)		Form 1099Box 3 Returnof Capital ($per share)		Form 1099Box 5 Section199ADividends ($per share)
12/29/2023	1/12/2024	$	0.3450	$	0.3174	$	—	$	0.0276	$	0.3174
3/28/2024	4/15/2024		0.3450		0.3174		—		0.0276		0.3174
6/28/2024	7/15/2024		0.3450		0.3174		—		0.0276		0.3174
9/30/2024	10/15/2024		0.3450		0.3174		—		0.0276		0.3174
Totals		$	1.3800	$	1.2696	$	—	$	0.1104	$	1.2696

We intend to pay regular quarterly dividends to our stockholders, although future distributions will be declared and paid at the discretion of the Board of Directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provision of the Code and such other factors as the Board of Directors deems relevant.

~~Holders~~As of February 12, 2026, there were approximately 4,826 registered holders of record of our common stock.

AsSales of ~~February~~Unregistered ~~13, 2025, there were approximately 5,124 registered holders of record of our common stock.~~Securities

~~Sales of Unregistered Securities~~None.

~~None.~~Purchases of Equity Securities by the Company and Affiliated Purchasers

~~Purchases~~None. ofAlso, ~~Equity~~see ~~Securities~~Item by12—“Security ~~the~~Ownership ~~Company~~of Certain Owners and ~~Affiliated~~Management ~~Purchasers~~and Related Stockholder Matters.”

~~None.~~Equity ~~Also,~~Compensation ~~see Item 12—“Security Ownership of Certain Owners and Management and Related Stockholder Matters.”~~Plan

~~Equity~~For ~~Compensation~~information ~~Plan~~about our equity compensation plan, please see Note 11 of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.

ForPerformance information about our equity compensation plan, please see Note 11 of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.Graph

25The following performance graph compares the cumulative total shareholder return on the Company’s common stock over the last five years, based on the market price of the common stock and assuming reinvestments of dividends, with (i) the cumulative total return

~~Performance Graph~~25

~~The following performance graph compares the cumulative total shareholder return on the Company’s common stock over the last five years, based on the market price~~ of the ~~common stock and assuming reinvestments of dividends, with (i) the cumulative total return of the~~ S&P 500 Index, (ii) the cumulative total return of the MSCI US REIT Index (“RMZ”) and (iii) the cumulative total return of Dow Jones Industrial Average.

Item 6. Reserved

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

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

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, ~~2024~~2025, and we intend to continue to operate in a manner that will enable us to maintain our qualification as a REIT.

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

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

In ~~2024~~2025, FCPT engaged in various real estate transactions for a total investment of $~~273~~325.05 million, including capitalized transaction costs. Pursuant to these transactions, we acquired 87105 properties and ground leaseholds, aggregating ~~546~~713.69 thousand square feet, and representing 3135 brands, including ~~AFC~~Chuy's, ~~Urgent~~Crash ~~Care~~Champions, ~~Baptist~~Hawaiian ~~Medical~~Bros, ~~Christian~~Little ~~Brothers~~Caesar's, ~~MercyOne~~Mission Pet Health, and ~~P.F.~~United ~~Chang's~~Rentals.

As of December 31, ~~2024~~2025, our lease portfolio had the following characteristics:

•

1,~~198~~303 properties located in 4748 states and representing an aggregate leasable area of 8.08 million square feet;

•

99.6% occupancy (based on leasable square footage);

•

An average remaining lease term of 76.39 years (weighted by annualized base rent);

•

An average annual rent escalation of 1.45% 1 through December 31, ~~2029~~2030 (weighted by annualized base rent); and

•

99.8% of the contractual base rent collected for the year ended December 31, ~~2024~~2025.

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

The results of operations for the accompanying consolidated financial statements discussed below are derived from our consolidated statements of comprehensive income (“Comprehensive Income Statement”) found elsewhere in this Annual Report on Form 10-K. The following discussion includes the results of our continuing operations as summarized in the table below.27

	Year Ended December 31,
(In thousands)	2024			2023			2022
Revenues:
Rental	$	237,134		$	219,881		$	193,611
Restaurant		30,939			30,725			29,583
Total revenues		268,073			250,606			223,194
Operating expenses:
General and administrative		23,789			22,680			20,043
Depreciation and amortization		54,514			50,731			41,471
Property		11,575			11,550			7,989
Restaurant		29,024			28,707			27,822
Total operating expenses		118,902			113,668			97,325
Interest expense		(49,231	)		(44,606	)		(36,405	)
Other income, net		963			919			542
Realized gain on sale, net		—			2,341			8,139
Income tax benefit (expense)		(308	)		(130	)		(237	)
Net income		100,595			95,462			97,908
Net income attributable to noncontrolling interest		(122	)		(122	)		(136	)
Net Income Available to Common Shareholders	$	100,473		$	95,340		$	97,772

Analysis of Results of Operations


	Year Ended December 31,
(In thousands)	2025			2024			2023
Revenues:
Rental	$	262,648		$	237,134		$	219,881
Restaurant		31,484			30,939			30,725
Total revenues		294,132			268,073			250,606
Operating expenses:
General and administrative		26,843			23,789			22,680
Depreciation and amortization		60,424			54,514			50,731
Property		13,559			11,575			11,550
Restaurant		29,442			29,024			28,707
Total operating expenses		130,268			118,902			113,668
Interest expense		(51,873	)		(49,231	)		(44,606	)
Other income, net		800			963			919
Realized gain on sale, net		—			—			2,341
Income tax expense		(303	)		(308	)		(130	)
Net income		112,488			100,595			95,462
Net income attributable to noncontrolling interest		(124	)		(122	)		(122	)
Net Income Available to Common Shareholders	$	112,364		$	100,473		$	95,340

WeAnalysis ~~operate~~of inResults 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.~~Operations

InWe ~~this~~operate ~~section,~~in wetwo ~~discuss~~segments, ~~the~~real ~~results~~estate ~~of our~~ operations ~~for~~and ~~the~~restaurant ~~year~~operations. ~~ended~~Our ~~December~~real ~~31,~~estate ~~2024~~operations ~~compared~~generate torental ~~the~~income ~~year~~from ~~ended~~leases ~~December~~primarily ~~31,~~with ~~2023.~~restaurant ~~For a discussion of the year ended December 31~~brands, ~~2023~~which ~~compared~~we torecognize ~~the~~on ~~year~~a ~~ended~~straight-line ~~December~~basis ~~31, 2022, please refer~~ to ~~Part~~include ~~II,~~the ~~Item~~effect ~~7, "Management's Discussion and Analysis~~ of ~~Financial~~base ~~Condition~~rent ~~and~~escalators. ~~Results~~Our ofrestaurant ~~Operations"~~operations ingenerate ~~our~~restaurant ~~Annual~~revenue ~~Report~~from onoperating ~~Form~~seven ~~10-K~~LongHorn ~~for~~Steakhouse ~~the year ended December 31, 2023~~restaurants.

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

~~Rental~~Real ~~Revenue~~Estate Operations

Rental revenue increased $17.3 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. This increase is due to recognizing a full year of revenue in 2024 from the 92 properties acquired in 2023, and the acquisition of 87 properties and ground leaseholds in 2024. During the year ended December 31, 2024, we recognized costs paid by the lessor and reimbursed by the lessees within rental revenue of $9.5 million, compared to $9.4 million during the year ended December 31, 2023. These amounts are also recognized in property expenses.Revenue

WeRental ~~recognize~~revenue ~~rental~~increased ~~income~~$25.5 onmillion aduring ~~straight-line~~the ~~basis~~year toended ~~include~~December 31, 2025 compared to the ~~effect~~year ended December 31, 2024. This change is due to recognizing a full year of ~~base~~revenue ~~rent~~in ~~escalators~~2025 from the 87 properties acquired in 2024, and ~~free~~the ~~rent~~acquisition ~~periods,~~of if105 ~~any~~properties and ground leaseholds in 2025. During the year ended December 31, ~~2024~~2025, ~~amortization~~we ofrecognized ~~above~~costs ~~and~~paid ~~below~~by ~~market~~the ~~rents,~~lessor and ~~lease~~reimbursed ~~incentives~~by ~~decreased~~the lessees within rental revenue byof $211.10 million, compared to $29.15 million ~~for~~during the year ended December 31, ~~2023~~2024. These amounts are also recognized in property expenses.

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

General and ~~administrative~~Administrative expense is comprised of costs associated with personnel, office rent, legal, accounting, information technology and other professional and administrative services in association with our real estate operations, our REIT structure and public company reporting requirements. General and administrative expense increased $1.1 million in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a $0.8 million increase in cash compensation-related expenses and non-cash stock compensation expenses stemming from a higher head count and benefits costs, as well as increased professional fees. Expense

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

Depreciation and ~~amortization~~Amortization expense represents the depreciation on real estate investments and equipment that have estimated lives ranging from 2 to 55 years. Depreciation and amortization expense increased by approximately $3.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to the acquisition of 87 properties in 2024, and the depreciation on 92 properties acquired in 2023 that incurred a full year of depreciation.Expense

28Depreciation and amortization expense represents the depreciation on real estate investments and equipment that have estimated lives ranging from 2 to 55 years. Depreciation and amortization expense increased by approximately $5.9 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to the acquisition of 105 properties in 2025, and the

~~Property Expense~~28

Wedepreciation 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~~87 properties, ~~abandoned~~acquired ~~deal~~in ~~costs,~~2024 ~~lease~~that ~~transaction~~incurred ~~costs,~~a ~~property-level~~full ~~expenses~~year ~~and~~of ~~franchise taxes~~depreciation. ~~During~~In ~~the year ended December 31~~addition, ~~2024,~~ we recorded ~~property~~an ~~expenses~~impairment of $~~11.6~~827 ~~million,~~thousand ofin ~~which~~2025 ~~$9.5~~to ~~million~~depreciation ~~was~~and ~~reimbursed~~amortization byexpense ~~tenants.~~for ~~During~~ the ~~year~~write-down ~~ended~~of ~~December~~a ~~31,~~single ~~2023, we recorded~~ property ~~expenses of $11~~.~~6 million, of which $9.4 million was reimbursed by tenants.~~

~~Interest~~Property Expense

We ~~incur~~record ~~interest~~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 ~~our~~vacant properties, abandoned deal costs, lease transaction costs, property-level expenses and franchise taxes. During the year ended December 31, 2025, we recorded property expenses of $~~515~~13.6 million, of ~~term~~which ~~loans,~~$11.0 ~~any~~million ~~outstanding~~was ~~borrowings~~reimbursed onby ~~our~~tenants. ~~revolving~~During ~~credit~~the ~~facility,~~year ~~interest~~ended ~~rate~~December ~~swaps~~31, ~~and~~2024, ~~our~~we recorded property expenses of $~~625~~11.6 million, of ~~senior~~which ~~unsecured~~$9.5 ~~fixed~~million ~~rate~~was ~~notes~~reimbursed by tenants.

Interest expense increased by approximately $4.6 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. This was primarily due to the issuance of the additional $85 million term loan in March 2024, which was offset by a reduction of interest expense due to the repayment of the $50 million senior unsecured fixed rate note and higher interest rates. Expense

~~Interest~~We ~~expense,~~incur ~~excluding~~interest ~~deferred~~expense ~~financing costs,~~ on ~~the~~our $~~515~~590 million of term loans ~~and the interest rate swaps we entered into to hedge the variability associated with the term loans was $19.1 million and $15.7 million for the years ended December 31~~, ~~2024~~any ~~and~~outstanding ~~2023,~~borrowings ~~respectively. This interest expense includes the reclassification of other comprehensive income into interest expense. Interest expense and fees~~ on our revolving credit facility, ~~was~~interest ~~$1.6~~rate ~~million~~swaps, and our $~~2.1~~625 million ~~for~~of ~~the~~senior ~~years~~unsecured ~~ended~~fixed ~~December~~rate ~~31, 2024 and 2023, respectively~~notes.

~~Amortization~~Interest ofexpense ~~the~~increased ~~term~~by ~~loan~~approximately ~~and~~$2.6 ~~revolving~~million ~~credit~~for ~~facility~~the ~~deferred~~year ~~financing~~ended ~~costs~~December ~~was~~31, ~~$1.9~~2025 ~~million~~compared ~~and~~to ~~$1.6 million for~~ the ~~years~~year ended December 31, 2024. ~~and~~This ~~2023,~~was ~~respectively.~~primarily ~~Amortization~~due ofto the ~~senior~~net ~~unsecured~~increase ~~notes~~in ~~deferred~~term ~~financing~~loans ~~costs~~of ~~was~~ $~~0.7~~75 million ~~and~~in ~~$0.7~~January ~~million~~2025, ~~for~~which ~~the~~was ~~years~~partially ~~ended~~offset ~~December~~by ~~31,~~lower ~~2024~~utilization ~~and~~of ~~2023,~~the ~~respectively~~revolving credit facility.

~~For~~Interest ~~additional~~expense, ~~information~~excluding deferred financing costs, on the ~~Company’s~~$590 ~~debt~~million ~~instruments~~of term loans and the interest rate swaps we entered into to hedge the variability associated with the term loans was $22.4 million and $19.1 million for the years ended December 31, ~~see~~2025 ~~“Liquidity~~and 2024, respectively. This interest expense includes the reclassification of other comprehensive income into interest expense. Interest expense and ~~Financial~~fees ~~Condition”~~on ~~below~~our revolving credit facility was $1.0 million and $1.6 million for the years ended December 31, 2025 and 2024, respectively.

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

~~During~~For ~~the~~additional ~~year~~information ~~ended~~on ~~December 31, 2024,~~ the Company’s ~~did~~debt ~~not sell any properties. During the year ended December 31~~instruments, ~~2023,~~see ~~the~~“Liquidity ~~Company~~and ~~sold~~Financial ~~seven~~Condition” ~~properties with a combined net book value of $23~~below.~~7 million for a realized gain on sale of $2.3 million.~~

Income Taxes

During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, income tax expense on real estate operations was $~~308~~329 thousand and $~~227~~308 thousand, respectively. Income tax expense on real estate operations consists of state and local income taxes incurred by FCPT on its lease portfolio. As FCPT acquires additional properties in states subject to state income taxes, income tax expense will continue to increase.

Restaurant Operations

Restaurant revenues increased approximately $0.25 million in the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024, primarily due to higher net pricing, partially offset by less foot traffic as a result of city construction projects outside two locations.

Total restaurant expenses increased approximately $0.34 million in the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024, primarily due to ~~improved~~ staffing ~~and a reduction in overtime hours~~turnover.

During the year ended December 31, ~~2024~~2025, the Company recorded an income tax benefit of $126 thousand at the Kerrow Restaurant Operating Business, compared to an income tax expense of $971 thousand for the year ended December 31, ~~2023~~2024, primarily due to return to provision adjustments

Critical Accounting Policies and Estimates

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

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

Real Estate Investments, Net

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

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

Acquisition of Real Estate

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

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

Lease Intangibles

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

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

Impairment of Long-Lived Assets

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

30The judgments we make related to the expected useful lives of long-lived assets and our ability to realize undiscounted cash flows in excess of the carrying amounts of these assets are affected by factors such as the ongoing maintenance and improvements of the

The judgments we make related to the expected useful lives of long-lived assets and our ability to realize undiscounted cash flows in excess of the carrying amounts of these assets are affected by factors such as the ongoing maintenance and improvements of the assets, changes in economic conditions, changes in usage or operating performance, desirability of the restaurant sites and other factors, such as our ability to sell our assets held for sale. As we assess the ongoing expected cash flows and carrying amounts of our long-lived assets, significant adverse changes in these factors could cause us to realize a material impairment loss.30

~~Exit~~assets, orchanges ~~disposal~~in ~~activities~~economic ~~include~~conditions, ~~the~~changes ~~cost~~in ofusage ~~disposing~~or operating performance, desirability of the ~~assets~~restaurant sites and ~~are~~other ~~generally~~factors, ~~expensed~~such as ~~incurred.~~our ~~Upon~~ability ~~disposal~~to ofsell ~~the~~our assets, ~~any~~held ~~gain~~for orsale. ~~loss~~As iswe ~~recorded~~assess in the ~~same~~ongoing ~~caption~~expected ~~within~~cash ~~our~~flows ~~Consolidated~~and ~~Income~~carrying ~~Statements~~amounts asof ~~the~~our ~~original~~long-lived ~~impairment.~~assets, ~~Provisions~~significant ~~for~~adverse ~~impairment~~changes ~~are included~~ in ~~depreciation~~these ~~and~~factors ~~amortization~~could ~~expense~~cause inus ~~the~~to ~~accompanying~~realize ~~Consolidated~~a ~~Income~~material ~~Statements~~impairment loss.

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

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

InFor ~~certain~~those ~~circumstances,~~net ~~the~~leases ~~Company~~that ~~may~~provide ~~offer~~for ~~tenant~~periodic ~~allowance~~and ~~funds~~determinable increases in ~~exchange~~base ~~for increasing~~ rent, ~~extending~~base ~~the~~rental ~~term,~~revenue ~~and~~is ~~including~~recognized ~~annual~~on ~~sales~~a ~~reporting~~straight-line ~~among~~basis ~~other~~over ~~items.~~the ~~These~~applicable ~~tenant~~lease ~~allowance~~term ~~funds~~when ~~are~~collectability ~~classified~~is asreasonably ~~lease~~assured. ~~incentives~~Recognizing ~~upon~~rental ~~payment~~income ~~and~~on ~~are~~a ~~amortized~~straight-line asbasis agenerally ~~reduction~~results toin ~~revenue~~recognized ~~over~~revenues during the first half of a lease term. ~~Lease~~exceeding ~~incentives~~the ~~are~~cash ~~included~~amounts incontractually ~~Intangible~~due ~~real~~from ~~estate~~our ~~assets~~tenants, ~~net,~~creating ona ~~our~~deferred ~~Consolidated~~rent ~~Balance Sheets~~receivable.

WeIn ~~assess~~certain ~~the collectability of our lease receivables~~circumstances, ~~including deferred rents receivable, on several factors, including payment history,~~ the ~~financial~~Company ~~strength~~may ofoffer ~~the~~ tenant ~~and~~allowance ~~any~~funds ~~guarantors,~~in ~~historical~~exchange ~~operations~~for ~~and~~increasing ~~operating~~rent, ~~trends~~extending of the ~~property~~term, and ~~current~~including ~~economic~~annual ~~conditions.~~sales Ifreporting ~~our~~among ~~evaluation~~other ofitems. ~~these~~These ~~factors~~tenant ~~indicates~~allowance itfunds isare ~~not~~classified ~~probable~~as ~~that~~lease weincentives ~~will~~upon bepayment ~~able to recover substantially all of the receivable, we derecognize the deferred rent receivable asset~~ and ~~record~~are ~~that~~amortized ~~amount~~ as a reduction into ~~rental~~ revenue. Ifover ~~we determine~~ the lease ~~receivable~~term. ~~will~~Lease ~~not~~incentives beare ~~collected~~included ~~due~~in toIntangible areal ~~credit~~estate ~~concern~~assets, wenet, ~~reduce~~on ~~the~~our ~~recorded~~Consolidated ~~revenue~~Balance ~~for the period and related accounts receivable~~Sheets.

~~For~~We ~~those~~assess ~~leases~~the ~~that~~collectability ~~provide~~of ~~for~~our ~~periodic~~lease ~~increases~~receivables, inincluding ~~base~~deferred ~~rent~~rents ~~only~~receivable, ifon ~~certain~~several ~~revenue~~factors, ~~parameters~~including orpayment ~~other~~history, ~~substantive~~the ~~contingencies~~financial ~~are~~strength ~~met,~~of the ~~increased~~tenant ~~rental~~and ~~revenue~~any isguarantors, ~~recognized~~historical asoperations and operating trends of the ~~related~~property, ~~parameters~~and orcurrent ~~contingencies~~economic ~~are~~conditions. ~~met,~~If ~~rather~~our ~~than~~evaluation onof athese ~~straight-line~~factors ~~basis~~indicates ~~over~~it ~~the~~is ~~applicable~~not ~~lease~~probable ~~term.~~that ~~Costs~~we ~~paid~~will bybe ~~the~~able ~~Company~~to ~~and~~recover ~~reimbursed~~substantially byall of the ~~lessees~~receivable, ~~are~~we ~~included~~derecognize inthe ~~variable~~deferred ~~lease~~rent ~~payments~~receivable asset and ~~presented~~record onthat aamount ~~gross~~as ~~basis~~a ~~within~~reduction in rental revenue. ~~Sales~~If ~~taxes~~we ~~collected~~determine ~~from~~the ~~lessees~~lease ~~and~~receivable ~~remitted~~will tonot ~~governmental~~be ~~authorities~~collected ~~are~~due ~~presented~~to on a ~~net~~credit ~~basis~~concern, ~~within~~we ~~rental~~reduce the recorded revenue for the period and related accounts receivable.

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

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

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

AtLiquidity December 31, 2024, we had $4.1 million of cash and cashFinancial equivalents and $245.0 million of borrowing capacity under our revolving credit facility. The revolving credit facility provides for a letter of credit sub-limit of $25 million. As of February 13, 2025, we had $350 million of borrowing capacity under the revolving credit facility. See Term Loan and Revolving Credit Facility below for additional information.Condition

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

AtDebt December 31, 2024, our debt consisted of $515 million of non-amortizing term loans, $5 million in outstanding borrowings under the revolving credit facility, and $625 million aggregate principal amount of senior unsecured fixed rate notes issued by FCPT OP. At December 31, 2023, our debt consisted of $430 million of non-amortizing term loans, $16 million in outstanding borrowings under the revolving credit facility, and $675 million aggregate principal amount of senior unsecured fixed rate notes issued by FCPT OP.Instruments

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

~~The~~Term ~~Third~~Loan ~~Amended~~ and ~~Restated~~ Revolving Credit and Term Loan Agreement, dated as of October 25, 2022, as amended (the “Loan Agreement”), by and among the Company, FCPT OP, the Agent, the Lenders and the other agents party thereto, provided for a revolving credit facility in an aggregate principal amount of $250 million and a term loan facility in an aggregate principal amount of $430 million. The Loan Agreement had an accordion feature allowing the facility to be increased by an additional aggregate amount not to exceed $350 million subject to obtaining lender commitments and other customary conditions. Additionally, the amendment to the Loan Agreement converted the revolving credit facility from LIBOR to SOFR-based borrowings, and the Company and counterparties converted the related interest rate swaps concurrently.Facility

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

The Loan Agreement provided that $150 million would mature on November 9, 2025, $100 million would mature on November 9, 2026, $90 million would mature on January 9, 2027, $85 million would mature on March 14, 2027 and $90 million would mature on January 9, 2028. The revolving credit facility portion had a maturity date of November 9, 2025 with one six-month extension option.31

OnThe ~~March~~Credit ~~14,~~Agreement ~~2024~~provides for borrowings up to $940 million, ~~FCPT~~consisting ~~entered~~of ~~into~~(1) a revolving credit facility in an ~~Incremental~~aggregate ~~Amendment~~principal toamount ~~the~~of ~~Third~~$350 ~~Amended~~million and ~~Restated~~term ~~Revolving~~loans ~~Credit~~in ~~and~~an aggregate principal amount of $590 million comprised of (i) a $100 million term loan with a maturity date of November 9, 2026 (the "Term Loan ~~Agreement~~A-2 Facility"), (ii) a $90 million term loan with a ~~group~~maturity date of ~~existing~~February ~~lenders~~1, 2027 (the ~~“Credit~~"Term ~~Agreement”~~Loan A-3 Facility")., ~~The~~(iii) ~~Company~~an ~~utilized~~$85 ~~the~~million ~~accordion~~term ~~feature~~loan with a maturity date of March 14, 2027 (the "Term Loan ~~Agreement~~A-5 toFacility"), ~~enter~~(iv) ~~into~~a $90 million term loan with a ~~new~~maturity date of February 1, 2028 (the "Term Loan A-4 Facility"), and (v) a $85225 million term loan with a maturity date of February 1, 2029 (the “"Term Loan” A-1 Facility"). No amortization payments are required on the term loan prior to the maturity date. FCPT OP has the option to extend the maturity date of the revolving credit facility for up to two six month periods, subject to the ~~proceeds~~payment ~~from~~of ~~which~~an ~~were~~extension ~~used~~fee of 0.0625% on the aggregate amount of the then-outstanding revolving commitment. FCPT OP has the option to ~~repay~~extend the ~~$50~~maturity ~~million~~date of ~~senior~~each ~~unsecured~~of ~~notes~~the ~~payable~~Term ~~due~~Loan inA-1 ~~June~~Facility ~~2024~~and the Term Loan A-2 Facility by one year, subject to the payment of an extension fee of 0.125% ~~The~~on the then-outstanding principal amount of term loans under the Term Loan ~~had~~A-1 aFacility and the Term Loan A-2 Facility, as applicable. FCPT OP has the option to extend the maturity date inof ~~March~~the ~~2027~~Term ~~with~~Loan A-5 Facility by one ~~twelve~~year, ~~month~~subject to the payment of an extension ~~exercisable~~fee atof 0.15% on the ~~Company’s~~then-outstanding ~~option~~principal amount of term loans under the Term Loan A-5 Facility. The Credit Agreement is a syndicated credit facility that contains an accordion feature allowing the facility to be increased by an additional aggregate amount not to exceed $450 million, subject to certain conditions. Amounts owed under the Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which SOFR rate election is in effect.

AtOn ~~December~~August 3119, ~~2024~~2025, ~~and~~the ~~2023,~~Company entered into Amendment No. 1 to the ~~weighted~~Credit ~~average~~Agreement ~~interest~~which ~~rate~~reduced onthe credit spread adjustment applicable to the revolving credit and term ~~loans,~~loan ~~after~~agreement ~~consideration~~from of0.10% to 0.00%. Term loans under the Credit Agreement now accrue interest at a per annum rate ~~hedges,~~equal ~~was~~to 3a SOFR rate plus a margin of 0.8495% ~~and~~to 31.6900%, ~~respectively.~~and Atthe ~~December~~revolver ~~31,~~accrues ~~2024~~interest ~~there~~at ~~were~~a ~~outstanding~~per ~~borrowings~~annum rate equal to a margin of $50.85%. ~~million~~The ~~under~~margin is based on the ~~revolving~~highest applicable credit ~~facility~~rating ~~and~~on noits ~~outstanding~~senior, ~~letters~~unsecured, oflong-term indebtedness per the credit agreement. AtIn ~~December~~the ~~31,~~event ~~2023,~~that ~~there~~all ~~were~~or ~~outstanding~~a ~~borrowings~~portion of ~~$16~~the ~~million~~principal ~~under~~amount of any loan borrowed pursuant to the ~~revolving~~Credit ~~credit~~Agreement is not paid when due, interest will accrue at the rate that would otherwise be applicable thereto plus 2.00%. A facility ~~and~~fee noat ~~outstanding~~a ~~letters~~rate of ~~credit~~0.20% per annum applies to the total revolving commitments available under the Credit Agreement.

OnAt ~~January~~December 31, 2025 and 2024, the ~~Company~~weighted ~~and~~average ~~FCPT~~interest OPrate ~~entered~~on ~~into~~ the ~~Amended~~term ~~Loan Agreement~~loans, ~~which~~after ~~amended~~consideration ~~and~~of ~~restated~~ the ~~Loan~~interest ~~Agreement~~rate inhedges, ~~its~~was ~~entirety~~4.00% ~~The Amended Loan Agreement provides for a revolving credit facility in an aggregate principal amount of $350 million~~ and a3.84%, ~~term~~respectively. ~~loan~~At ~~facility~~December ~~in an aggregate principal amount of $590 million~~31, ~~comprised~~2025 ofthere ~~(i)~~were ano ~~$225~~outstanding ~~million~~borrowings ~~term~~under ~~credit~~the ~~facility~~revolving ~~with a maturity date of February 1, 2029, (ii) a $100 million term~~ credit facility ~~with~~and ano ~~maturity~~outstanding ~~date~~letters of ~~November 9, 2026, (iii) a $90 million term~~ credit. ~~facility~~At ~~with~~December ~~a maturity date of February 1~~31, ~~2027~~2024, ~~(iv)~~there awere ~~$90~~outstanding ~~million~~borrowings ~~term credit facility with a maturity date~~ of ~~February 1, 2028 and (v) a~~ $855 million ~~term~~under ~~credit facility with a maturity date of March 14, 2027. The Amended Loan Agreement has an accordion feature to increase~~ the revolving ~~commitments~~credit orfacility ~~add~~and ~~one~~no oroutstanding ~~more~~letters ~~tranches~~ of term loans up to an additional aggregate amount not to exceed $450 million, subject to certain conditions, including one or more new or existing lenders agreeing to provide commitments for such increased amountcredit.

We have entered into the following interest rate swaps to hedge the interest rate variability associated with the Loan Agreement as of December 31, ~~2024~~2025. These hedging agreements were entered into to mitigate the interest rate risk inherent in FCPT OP’s variable rate debt and not for trading purposes. These swaps are accounted for as cash flow hedges with all interest income and expense recorded as a component of net income and other valuation changes recorded as a component of other comprehensive income. The following table presents the swaps held as of December 31, ~~2024~~2025.

Product

Notional Amount ($ in thousands)

Effective Date

Maturity Date

Fixed Rate to Pay

Variable Rate to Receive

Swap

5025,000

103/259/~~2022~~2023

11/9/~~2025~~2026

04.4412%

Daily Simple SOFR + 10 bps

Swap

25,000

11/9/~~2022~~2023

11/9/~~2025~~2026

23.7065%

Daily Simple SOFR + 10 bps

Swap

25,000

311/9/2023

11/9/~~2026~~2028

4.1225%

Daily Simple SOFR + 10 bps

Swap

5025,000

11/913/2023

11/9/~~2025~~2028

04.8242%

Daily Simple SOFR + 10 bps

Swap

25,000

114/9/~~2023~~2024

114/9/~~2026~~2029

34.6504%

Daily Simple SOFR + 10 bps

Swap

2530,000

114/9/~~2023~~2024

114/9/~~2028~~2029

43.2591%

Daily Simple SOFR + 10 bps

Swap

2530,000

114/139/~~2023~~2024

114/9/~~2028~~2029

43.4288%

Daily Simple SOFR + 10 bps

Swap (1)

25,000

4/9/2024

4/9/2029

4.04%

Swap

25,000

11/9/2024

11/9/2029

3.97%

Daily Simple SOFR + 10 bps

Swap (1)

30,000

4/9/2024

4/9/2029

3.91%

Swap

25,000

1/31/2025

1/31/2030

3.81%

Daily Simple SOFR + 10 bps

Swap (1)

30,000

4/9/2024

4/9/2029

3.88%

Swap

25,000

1/31/2025

1/31/2030

3.80%

Daily Simple SOFR + 10 bps

Swap (1)

25,000

11/9/2024

11/9/2029

3.97%

Swap

25,000

1/31/2025

1/31/2030

3.09%

Daily Simple SOFR + 10 bps

Swap (1)

25,000

1/31/2025

1/31/2030

3.81%

Swap(1)

25,000

3/19/2025

3/9/2030

3.79%

Daily Simple SOFR + 10 bps

Swap (1)

25,000

1/31/2025

1/31/2030

3.80%

Swap(1)

25,000

7/9/2025

11/9/2027

3.55%

Daily Simple SOFR + 10 bps

Swap (1)

25,000

1/31/2025

1/31/2030

3.09%

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

1.4854%

Daily Simple SOFR + 10 bps

Swap

5025,000

11/10/2025

11/9/~~2027~~2028

12.5425%

1 month Term SOFR

Swap

2550,000

11/10/2025

11/9/2028

21.2549%

Daily Simple SOFR + 10 bps

Swap

50,000

11/10/2025

11/9/2028

12.4902%

Daily Simple SOFR + 10 bps

Swap

50,000

11/10/2025

11/9/2028

2.02%

Swap(1)

25,000

11/9/2026

11/9/2030

3.75%

Daily Simple SOFR + 10 bps

Swap(1)

25,000

11/9/2026

11/9/2031

3.87%

Daily Simple SOFR + 10 bps

Swap(1)

25,000

11/9/2027

11/9/2029

3.51%

Daily Simple SOFR + 10 bps

Swap(1)

25,000

11/9/2027

11/9/2029

3.39%

Daily Simple SOFR + 10 bps

(1)

During ~~2024~~2025, we entered into these interest rate swaps to hedge the interest rate variability associated with the term loan portion of our credit facility

The Company also enters into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of long-term debt. During the year ended December 31, 2024, the Company terminated one cash flow hedge in connection with the $85 million Term Loan that was entered into on March 11, 2024 and funded on March 14, 2024. This cash flow hedge had a total notional value of $25 million and was entered into in August 2023 to hedge the interest rate on a future offering or term loan. The swap was terminated on February 28, 2024, with the corresponding asset of $211 thousand which will be amortized over the next 10 years as an increase to interest expense. The Company also terminated two cash flow hedges in connection with the $225 million Amended Term Loan. See Note 15 - Subsequent Events - Capital Resources. The cash flow hedges had a total notional value of $50 million and were entered into in June 2024 and August 2024

tofrom ~~hedge~~changes ~~the~~in interest ~~rate~~rates onfrom ~~a future offering or term loan. The swaps were terminated on December 10, 2024, with~~ the ~~corresponding~~trade ~~asset~~date ofthrough ~~$243 thousand which will be amortized over~~ the ~~next~~forecasted 10issuance ~~years~~date asof ~~an increase to interest expense~~debt.

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

					Outstanding Balance
	Maturity	Interest			Outstanding Balance
(Dollars in thousands)	Maturity Date	Interest Rate			December 31, 2024
($ in thousands)	Date	Rate			December 31, 2025
Notes Payable:
Senior unsecured fixed rate note, issued December 2018	Dec 2026		4.63	%	$	50,000
Senior unsecured fixed rate note, issued June 2017	Jun 2027		4.93	%		75,000
Senior unsecured fixed rate note, issued December 2018	Dec 2028		4.76	%		50,000
Senior unsecured fixed rate note, issued April 2021	Apr 2029		2.74	%		50,000
Senior unsecured fixed rate note, issued March 2020	Jun 2029		3.15	%		50,000
Senior unsecured fixed rate note, issued March 2020	Apr 2030		3.20	%		75,000
Senior unsecured fixed rate note, issued March 2022	Mar 2031		3.09	%		50,000
Senior unsecured fixed rate note, issued April 2021	Apr 2031		2.99	%		50,000
Senior unsecured fixed rate note, issued March 2022	Mar 2032		3.11	%		75,000
Senior unsecured fixed rate note, issued July 2023	Jul 2033		6.44	%		100,000
Total Notes					$	625,000
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 $~~250~~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 ~~September~~October 1730, ~~2024~~2025, the Company ~~terminated the prior ATM program (as defined below) and~~ 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 $~~450~~500.0 million ATM program (the "prior ATM program" and, together with the ATM program, the "ATM programs"), which was established in ~~November~~September ~~2022~~2024, under which the Company had sold shares of its common stock having an aggregate gross sales price of $~~404~~291.8 million through ~~September~~October 1730, ~~2024~~2025. In connection with the Company’s ATM ~~program~~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 ~~2024~~2025, the Company had the following activity under its ATM programs, the net proceeds of which were employed to fund acquisitions and for general corporate purposes.

December 31, 2024
Year Ended December 31, 2025
	Shares		Gross Wtd Avg Sales Price		Net Wtd Avg Sales Price		Net Proceeds (1)($ in thousands)
Executed forward sale agreements		76,~~796~~108,~~898~~008	$	2728.8827	n/a		n/a
Physically settled forward sale agreements		48,~~266~~199,~~323~~285	$	27.5695	$	27.1447	$	~~115~~225,~~800~~235
Total shares sold and issued under the ATM programs		8,~~068~~199,~~155~~285	$	27.1095	$	2627.6347	$	~~214~~225,~~900~~235

(1)

net proceeds, after sales commissions and offering expenses

At December 31, ~~2024~~2025, the Company had outstanding forward sale agreement to sell 31,~~530~~439,~~575~~298 shares of common stock at a weighted average sales price of $28.2716 before sales commission and offering expenses.

As of December 31, ~~2024~~2025, there was $~~413~~500.90 million available for issuance under the ATM program.

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

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

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

Supplemental Financial Measures

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

	Year Ended December 31,
(In thousands, except share and per share data)	~~2024~~2025			~~2023~~2024			~~2022~~2023
Net income	$	~~100~~112,~~595~~488		$	95100,~~462~~595		$	9795,~~908~~462
Depreciation and amortization		5459,~~372~~382			5054,~~592~~372			4150,~~342~~592
Realized gain on sales of real estate		—			~~(2,341~~—	)		(82,~~139~~341	)
Funds from Operations (FFO) (as defined by NAREIT)	$	154,967		$	143,713		$	131,111
Provision for impairment		827			—			—
Straight-line rent adjustment		(3,810	)		(5,523	)		(6,372	)
Funds from Operations (FFO) (as defined by NAREIT)	$	172,697		$	154,967		$	143,713
Deferred income tax benefit (1)		(200	)		(259	)		(125	)
Straight-line rent adjustment		(3,203	)		(3,810	)		(5,523	)
Stock-based compensation expense		6,987			6,271			4,978
Deferred income tax benefit (1)		(231	)		(200	)		(259	)
Non-cash amortization of deferred financing costs		2,597			2,311			2,104
Stock-based compensation expense		8,854			6,987			6,271
Non-real estate investment depreciation		142			139			129
Non-cash amortization of deferred financing costs		3,158			2,597			2,311
Amortization of above and below market leases, net		2,072			2,061			2,151
Non-real estate investment depreciation		215			142			139
Adjusted Funds from Operations (AFFO)	$	162,755		$	148,713		$	133,976
Amortization of above and below market leases, net		1,923			2,072			2,061
Fully diluted shares outstanding (2)		94,179,057			88,861,587			81,921,624
Adjusted Funds from Operations (AFFO)	$	183,413		$	162,755		$	148,713
FFO per diluted share	$	1.65		$	1.62		$	1.60
Fully diluted shares outstanding (2)		103,063,176			94,179,057			88,861,587
AFFO per diluted share	$	1.73		$	1.67		$	1.64
FFO per diluted share and OP unit	$	1.68		$	1.65		$	1.62
AFFO per diluted share and OP unit	$	1.78		$	1.73		$	1.67

(1)

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

(2)

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

~~Non-GAAP Definitions~~34

~~The certain non~~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 Definitions

34The 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.

~~therefore~~FFO ~~may~~is ~~not~~a besupplemental ~~comparable.~~measure ~~The~~of ~~non-GAAP~~our ~~measures~~performance which should ~~not~~ be considered along with, but not as an alternative to, net income and cash provided by operating activities as ana ~~indicator~~measure of ~~our~~operating performance and ~~should~~liquidity. beWe ~~considered~~calculate ~~only~~FFO ain ~~supplement~~accordance towith the standards established by the NAREIT. FFO represents net income (loss) computed in accordance with U.S. GAAP, ~~and~~excluding togains ~~cash~~(or ~~flows~~losses) from ~~operating~~sales of property and undepreciated land and impairment write-downs of depreciable real estate, ~~investing~~plus orreal ~~financing~~estate ~~activities~~related asdepreciation aand ~~measure~~amortization (excluding amortization of ~~profitability~~deferred financing costs) and~~/or~~ ~~liquidity,~~after ~~computed~~adjustments for unconsolidated partnerships and joint ventures. We also omit the tax impact of non-FFO producing activities from FFO determined in accordance with ~~U.S.~~the ~~GAAP~~NAREIT definition.

Our management uses FFO isas a supplemental performance measure ofbecause, ~~our~~in ~~performance~~excluding ~~which~~real ~~should~~estate berelated ~~considered~~depreciation ~~along~~and ~~with,~~amortization ~~but~~and ~~not~~gains asand anlosses ~~alternative~~from toproperty dispositions, ~~net~~it ~~income~~provides ~~and~~a ~~cash~~performance ~~provided~~measure bythat, ~~operating~~when ~~activities~~compared asyear aover ~~measure~~year, ofcaptures ~~operating~~trends ~~performance~~in occupancy rates, rental rates and ~~liquidity~~operating costs. We ~~calculate~~offer ~~FFO~~this inmeasure ~~accordance~~because ~~with~~we ~~the~~recognize ~~standards~~that ~~established~~FFO will be used by ~~the~~investors ~~NAREIT~~as a basis to compare our operating performance with that of other REITs. However, because FFO ~~represents~~excludes ~~net~~depreciation ~~income~~and ~~(loss)~~amortization ~~computed~~and captures neither the changes in ~~accordance~~the ~~with~~value ~~U.S.~~of ~~GAAP,~~our ~~excluding~~properties ~~gains~~that (result from use or ~~losses)~~market ~~from~~conditions, ~~sales~~nor the level of ~~property~~capital expenditures and ~~undepreciated~~capitalized ~~land~~leasing ~~and~~commissions ~~impairment~~necessary ~~write-downs~~to ofmaintain ~~depreciable~~the ~~real~~operating ~~estate~~performance of our properties, ~~plus~~all of which have real ~~estate~~economic ~~related~~effect ~~depreciation~~and could materially impact our financial condition and ~~amortization~~results ~~(excluding~~from ~~amortization~~operations, the utility of ~~deferred~~FFO ~~financing~~as ~~costs)~~a ~~and~~measure ~~after~~of ~~adjustments~~our ~~for~~performance ~~unconsolidated~~is ~~partnerships~~limited. FFO is a non-GAAP measure and ~~joint~~should ~~ventures.~~not Webe ~~also~~considered ~~omit~~a ~~the~~measure ~~tax~~of ~~impact~~liquidity including our ability to pay dividends or make distributions. In addition, our calculations of ~~non-~~FFO ~~producing~~are ~~activities~~not ~~from~~necessarily comparable to FFO ~~determined~~as incalculated ~~accordance~~by ~~with~~other REITs that do not use the ~~NAREIT~~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.

~~Our~~Adjusted ~~management~~Funds ~~uses~~from ~~FFO~~Operations asis a ~~supplemental~~non-U.S. ~~performance~~GAAP measure ~~because,~~that inis ~~excluding~~used ~~real~~as ~~estate related depreciation and amortization and gains and losses from property dispositions, it provides~~ a ~~performance~~supplemental operating measure ~~that,~~specifically ~~when~~for ~~compared~~comparing year -over -year, ~~captures~~ability ~~trends~~to infund ~~occupancy~~dividend ~~rates,~~distribution ~~rental~~from ~~rates and~~ operating ~~costs~~activities. WeAFFO ~~offer~~is ~~this measure because we recognize that FFO will be~~ used by ~~investors~~us as a basis to ~~compare~~address our ~~operating~~ability 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~~fund ~~the operating performance of~~ our ~~properties,~~dividend ~~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~~payments. ~~FFO~~We iscalculate aAFFO ~~non-GAAP~~by ~~measure~~adding ~~and should not be considered a measure of liquidity including our ability~~ to ~~pay dividends~~ or ~~make~~subtracting 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.~~FFO:

~~Adjusted Funds from Operations is a non~~Straight-~~U.S.~~line ~~GAAP~~rent ~~measure~~revenue 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:adjustment

~~Transaction~~Non-cash ~~costs~~expense ~~incurred~~(income) inadjustments ~~connection~~related ~~with~~to ~~business~~deferred ~~combinations~~tax benefits

~~Straight~~Stock-~~line~~based ~~rent~~compensation ~~revenue adjustment~~expense

~~Stock~~Non-~~based~~cash ~~compensation~~amortization ~~expense~~of deferred financing costs

Non-~~cash~~real ~~amortization~~estate ofinvestment ~~deferred financing costs~~depreciation

Other non-cash ~~interest~~revenue ~~expense~~adjustments, ~~(income)~~including amortization of above and below market leases and lease incentives

~~Non-real~~Transaction ~~estate~~costs ~~investment~~incurred ~~depreciation~~in connection with business combinations

Merger, restructuring and other related costs

~~Impairment~~Other ~~charges~~non-cash interest expense (income)

10.

~~Other non~~Non-~~cash~~real ~~revenue~~estate ~~adjustments,~~impairment ~~including amortization of above and below market leases and lease incentives~~charges

11.

Amortization of capitalized leasing costs

12.

Debt extinguishment gains and losses

~~Non-~~AFFO is not intended to represent cash ~~expense~~flow ~~(income)~~from ~~adjustments~~operations ~~related~~for the period, and is only intended to ~~deferred~~provide ~~tax~~an ~~benefits~~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.

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.35

35Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

~~Item~~We 7Aare exposed to financial market risks, especially interest rate risk. ~~Quantitative~~Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and ~~Qualitative~~global ~~Disclosures~~economic ~~About~~and ~~Market~~political conditions, and other factors which are beyond our control. Our operating results will depend heavily on the difference between the revenue from our assets and the interest expense incurred on our borrowings. We may incur additional variable rate debt in the future, including amounts that we may borrow under our revolving credit facility. We consider certain risks associated with the use of variable rate debt, including those described under “Item 1A. Risk Factors - Risks Related to Our Business - An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect our stock price, and a decrease in market interest rates could lead to additional competition for the acquisition of real estate, which could adversely affect our results of operations.” The objective of our interest rate risk management policy is to match fund fixed-rate assets with fixed-rate liabilities and variable-rate assets with variable-rate liabilities. As of December 31, 2025, our assets were primarily long-term, fixed-rate leases (though most have scheduled rental increases during the terms of the leases).

WeAs ~~are~~of ~~exposed~~December to31, ~~financial market risks~~2025, ~~especially~~$625 ~~interest~~million ~~rate~~of ~~risk.~~our ~~Interest~~total ~~rates~~indebtedness ~~are~~consisted ~~highly~~of ~~sensitive~~senior tounsecured ~~many~~fixed ~~factors,~~rated ~~including~~notes. ~~governmental~~The ~~monetary~~remaining ~~policies,~~$590 ~~domestic~~million ~~and~~of ~~global~~our ~~economic~~total ~~and~~indebtedness ~~political~~consisted ~~conditions,~~of ~~and~~three ~~other~~to ~~factors~~five-year ~~which~~variable-rate ~~are~~obligations ~~beyond~~for ~~our~~which ~~control.~~we ~~Our~~have ~~operating~~entered ~~results~~into ~~will~~swaps ~~depend~~that ~~heavily~~effectively onfix ~~the~~$560 ~~difference~~million ~~between~~through ~~the~~November ~~revenue~~2027, ~~from~~and ~~our~~outstanding ~~assets~~borrowings ~~and~~on the ~~interest~~revolving ~~expense~~credit ~~incurred~~facility. onWe ~~our~~intend ~~borrowings.~~to Wecontinue ~~may~~our ~~incur~~practice ~~additional~~of ~~variable~~employing interest rate ~~debt~~derivative incontracts, ~~the~~such ~~future,~~as ~~including~~interest ~~amounts~~rate ~~that~~swaps weand ~~may~~futures, ~~borrow~~to ~~under~~reduce our ~~revolving~~exposure, ~~credit~~on ~~facility.~~specific Wetransactions ~~consider~~or ~~certain~~on ~~risks~~a ~~associated~~portfolio ~~with~~basis, ~~the~~to ~~use~~changes ofin ~~variable~~cash ~~rate~~flows ~~debt,~~as ~~including~~a ~~those~~result ~~described~~of ~~under~~interest ~~“Item~~rate 1Achanges. ~~Risk~~We ~~Factors~~do -not ~~Risks~~intend ~~Related~~ to ~~Our~~enter ~~Business~~into -derivative Ancontracts ~~increase~~for inspeculative ~~market~~or ~~interest~~trading ~~rates~~purposes. ~~could~~We ~~increase~~generally ~~our~~intend ~~interest~~to ~~costs~~utilize onderivative ~~existing~~instruments ~~and~~to ~~future~~hedge ~~debt~~interest ~~and~~rate ~~could~~risk ~~adversely~~on ~~affect~~ our ~~stock~~liabilities ~~price,~~ and anot ~~decrease~~use inderivatives ~~market interest rates could lead to additional competition~~ for ~~the~~other ~~acquisition of real estate~~purposes, ~~which~~such ~~could~~as ~~adversely~~hedging ~~affect~~asset-related ~~our results of operations~~risks.” ~~The~~We ~~objective~~consider ofcertain ~~our~~risks ~~interest~~associated ~~rate~~with ~~risk~~the ~~management~~use ~~policy~~of isderivative toinstruments, ~~match~~including ~~fund~~those ~~fixed-rate~~described ~~assets~~under ~~with~~“Item ~~fixed-rate~~1A. ~~liabilities~~Risk ~~and~~Factors ~~variable~~-~~rate~~ ~~assets~~Risks ~~with~~Related ~~variable-rate~~to ~~liabilities.~~Our AsBusiness ~~of December 31, 2024, our assets were primarily long~~-~~term,~~ ~~fixed-rate~~Hedging ~~leases~~transactions ~~(though~~could ~~most~~ have ~~scheduled~~a ~~rental~~negative ~~increases~~effect ~~during~~on ~~the~~our ~~terms~~results of ~~the leases)~~operations.”

AsDue ofto ~~December~~the ~~31,~~fixed ~~2024,~~rate ~~$625~~nature ~~million~~ of ~~our total indebtedness consisted of senior unsecured fixed rated notes~~$1.19 ~~The~~billion ~~remaining $520 million~~ of our ~~total~~ indebtedness ~~consisted of three to five-year variable-rate obligations for which we have entered into swaps that effectively fix $435 million through November 2025,~~ and ~~outstanding borrowings on~~ the ~~revolving~~hedging ~~credit~~transactions ~~facility.~~described Weabove, ~~intend~~a tohypothetical ~~continue~~one ~~our~~percentage ~~practice~~point ofdecline ~~employing~~in interest ~~rate~~rates ~~derivative~~would ~~contracts,~~not ~~such~~have asmaterially ~~interest~~affected ~~rate~~our ~~swaps~~consolidated ~~and~~financial ~~futures~~position, toresults ~~reduce~~of ~~our~~operations ~~exposure, on specific transactions~~ or ~~on a portfolio basis, to changes in~~ cash flows as ~~a result~~ of ~~interest~~December rate changes. We do not intend to enter into derivative contracts for speculative or trading purposes. We generally intend to utilize derivative instruments to hedge interest rate risk on our liabilities and not use derivatives for other purposes31, ~~such as hedging asset-related risks~~2025. We consider certain risks associated with the use of derivative instruments, including those described under “Item 1A. Risk Factors - Risks Related to Our Business - Hedging transactions could have a negative effect on our results of operations.”

DueItem to the fixed rate nature of $18.06 billionFinancial ofStatements our indebtedness and theSupplementary hedging transactions described above, a hypothetical one percentage point decline in interest rates would not have materially affected our consolidated financial position, results of operations or cash flows as of December 31, 2024Data.

~~Item 8.~~ Financial Statements and Supplementary Data consist of financial statements as indexed on page F-1.

FinancialItem Statements9. andChanges Supplementaryin Dataand consistDisagreements ofwith financialAccountants statementson asAccounting indexedand onFinancial page F-1Disclosures.

~~Item 9~~None. ~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.~~

NoneItem 9A. Controls and Procedures.

~~Item~~Evaluation ~~9A.~~of Disclosure Controls and Procedures.

~~Evaluation~~We ofhave established and maintain disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure ~~Controls~~controls and ~~Procedures~~procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure.

WeOur ~~have established and maintain disclosure controls and procedures~~management, aswith ~~such~~participation ~~term~~of isour ~~defined~~principal inexecutive ~~Rule~~officer ~~13a-15(e)~~and ~~under~~principal ~~the~~financial ~~Exchange Act~~officer, ~~that~~evaluated ~~are designed to ensure that information required to be disclosed by us in~~ the ~~reports~~effectiveness ~~that~~of weour ~~file~~disclosure orcontrols ~~submit~~and ~~under~~procedures ~~the~~as ~~Exchange~~of ~~Act~~December ~~is recorded~~31, ~~processed,~~2025. ~~summarized~~Based ~~and~~on ~~reported~~this evaluation, ~~within~~our ~~the~~principal ~~time~~executive ~~periods~~officer ~~specified in the SEC’s rules~~ and ~~forms.~~principal ~~Disclosure~~financial ~~controls~~officer ~~and~~concluded ~~procedures~~that ~~include,~~our ~~without~~disclosure ~~limitation,~~ controls and procedures ~~designed~~were toeffective ~~ensure~~at ~~that information required to be disclosed by us in~~ the ~~reports~~reasonable ~~that~~assurance welevel ~~file~~as orof ~~submit~~December ~~under the Exchange Act is accumulated and communicated to management~~31, ~~including our principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure~~2025.

~~Our~~Management ~~management,~~Report ~~with participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024. Based~~ on ~~this~~Internal ~~evaluation,~~Control ~~our~~Over ~~principal~~Financial ~~executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.~~Reporting

~~Management~~Our ~~Report~~management onis ~~Internal~~responsible ~~Control~~for ~~Over~~establishing ~~Financial~~and ~~Reporting~~maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our management isassessed ~~responsible~~the ~~for~~effectiveness ~~establishing~~of ~~and~~our ~~maintaining adequate~~ internal control over financial reporting. ~~Our~~as ~~internal~~of ~~control~~December ~~system~~31, is2025. ~~designed~~In tomaking ~~provide~~this ~~reasonable~~assessment, ~~assurance~~it toused ~~our~~the ~~management~~criteria ~~and~~set ~~Board~~forth ofby ~~Directors regarding~~ the ~~preparation~~Committee ~~and~~of ~~fair~~Sponsoring ~~presentation~~Organizations of ~~published~~the ~~financial~~Treadway ~~statements.~~Commission ~~All~~(2013 ~~internal~~framework) ~~control~~in ~~systems,~~Internal noControl-Integrated ~~matter~~Framework. ~~how~~Based ~~well~~on ~~designed,~~its ~~have~~assessment ~~inherent~~and ~~limitations.~~those ~~Therefore~~criteria, ~~even~~our ~~those~~management ~~systems~~concluded ~~determined~~that, toas beof ~~effective~~December ~~can~~31, ~~provide~~2025 ~~only~~our ~~reasonable~~internal ~~assurance~~control ~~with~~over ~~respect~~financial toreporting ~~financial~~is ~~statement~~effective ~~preparation~~at ~~and~~a ~~presentation~~reasonable assurance level.

~~Our~~KPMG ~~management~~LLP, ~~assessed~~an ~~the~~independent ~~effectiveness~~registered ofpublic ~~our~~accounting ~~internal~~firm, ~~control~~has ~~over~~audited ~~financial~~the ~~reporting~~consolidated asfinancial ofstatements ~~December~~included ~~31,~~in ~~2024. In making~~ this ~~assessment,~~annual itreport ~~used~~on ~~the~~Form ~~criteria~~10-K ~~set~~and, ~~forth~~as bypart ~~the Committee~~ of ~~Sponsoring~~their ~~Organizations~~audit, ofhas ~~the~~issued ~~Treadway~~a ~~Commission~~report, ~~(2013~~included ~~framework)~~herein, ~~in Internal Control-Integrated Framework. Based~~ on ~~its~~the ~~assessment~~effectiveness ~~and those criteria, our management concluded that, as~~ of ~~December~~the ~~31,~~Company's ~~2024 our~~ internal control over financial reporting ~~is effective~~.

~~KPMG~~Changes ~~LLP, an independent registered public accounting firm, has audited the consolidated financial statements included~~ in ~~this~~Internal ~~annual~~Control ~~report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the Company's internal control~~ over ~~financial~~Financial ~~reporting.~~Reporting

~~Changes~~There have been no changes in ~~Internal~~our ~~Control~~internal control over ~~Financial~~financial ~~Reporting~~reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

ThereItem have9B. beenOther no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2024 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reportingInformation.

During the fiscal quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item ~~9B.~~408 ~~Other~~of ~~Information~~Regulation S-K).

DuringItem the9C. fiscalDisclosure quarterRegarding endedForeign DecemberJurisdictions 31,that 2024,Prevent no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K)Inspections.

~~Item~~Not 9Capplicable. ~~Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.~~

NotPART applicable.III

37Item 10. Directors, Executive Officers and Corporate Governance.

~~PART~~The ~~III~~information required by Item 10 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10- K.

~~Item~~We 10have, and have since inception, adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of securities of FCPT by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE listing standards. ~~Directors~~Our insider trading policy states, ~~Executive~~among ~~Officers~~other things, that our directors, officers, and ~~Corporate~~employees ~~Governance~~are prohibited from trading in such securities while in possession of material, nonpublic information. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Compliance Policy filed as an exhibit to this Annual Report on Form 10-K.

The information required by Item 1011. isExecutive incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10- KCompensation.

WeThe ~~have,~~information ~~and~~required ~~have~~by ~~since~~Item ~~inception,~~11 ~~adopted~~is ~~insider~~incorporated ~~trading~~herein ~~policies~~by ~~and~~reference ~~procedures~~to ~~governing~~ the ~~purchase,~~definitive ~~sale,~~Proxy ~~and~~Statement ~~other dispositions of securities of FCPT by directors, officers, and employees that we believe are reasonably designed~~ to ~~promote~~be ~~compliance~~filed with ~~insider~~the ~~trading~~SEC ~~laws,~~pursuant ~~rules~~to ~~and~~Regulation ~~regulations,~~14A ~~and~~within ~~applicable~~120 ~~NYSE~~days ~~listing~~after ~~standards.~~the ~~Our~~end ~~insider trading policy states, among other things, that our directors, officers, and employees are prohibited from trading in such securities while in possession~~ of ~~material,~~the ~~nonpublic~~fiscal ~~information.~~year ~~The~~covered ~~foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified~~ by ~~reference to our Insider Trading Compliance Policy filed as an exhibit to~~ this Annual Report on Form 10- K.

Item 1112. ExecutiveSecurity CompensationOwnership of Certain Owners and Management and Related Stockholder Matters.

The information required by Item 1112 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10- K.

The information required by Item 1213 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10- K.

Item 1314. CertainPrincipal RelationshipsAccounting andFees Related Transactions, and Director IndependenceServices.

The information required by Item 1314 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10- K.

ItemPART 14. Principal Accounting Fees and Services.IV

The information required by Item 1415. isExhibits, incorporatedFinancial herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10- KSchedules.

(a)

38For Financial Statements, see Index to Financial Statements on page F-1.

(b)

~~PART~~For IVExhibits, see Index to Exhibits on page E-1.

Item 1516. Exhibits,Form Financial10-K Statement SchedulesSummary.

~~For Financial Statements, see Index to Financial Statements on page F-1~~None.

~~For Exhibits, see Index to Exhibits on page E-1.~~37

ItemFOUR 16.CORNERS FormPROPERTY 10-KTRUST, SummaryINC.

None.INDEX TO FINANCIAL STATEMENTS

39Audited Consolidated Financial Statements

FOUR CORNERS PROPERTY TRUST, INC.


Reports of Independent Registered Public Accounting Firm (Auditor Firm ID: 185)	F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024	F-5
Consolidated Statements of Income for the Years Ended December 31, 2025, 2024, and 2023	F-6
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023	F-7
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024, and 2023	F-8
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023	F-9
Notes to Consolidated Financial Statements	F-10

~~INDEX TO FINANCIAL STATEMENTS~~F-1

AuditedReport Consolidatedof FinancialIndependent StatementsRegistered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm (Auditor Firm ID: 185)	F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-5
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023, and 2022	F-6
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023, and 2022	F-7
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024, 2023, and 2022	F-8
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022	F-9
Notes to Consolidated Financial Statements	F-10

To the Shareholders and Board of Directors

~~F-1~~Four Corners Property Trust, Inc.:

~~Report~~Opinion ofon ~~Independent~~the ~~Registered~~Consolidated ~~Public~~Financial ~~Accounting Firm~~Statements

ToWe have audited the ~~Shareholders~~accompanying consolidated balance sheets of Four Corners Property Trust, Inc. and ~~Board~~subsidiaries (the Company) as of ~~Directors~~December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III - schedule of real estate assets and accumulated depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

~~Four~~We ~~Corners~~also ~~Property~~have ~~Trust~~audited, ~~Inc~~in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 12, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.:

~~Opinion~~Basis onfor ~~the Consolidated Financial Statements~~Opinion

WeThese ~~have audited the accompanying~~ consolidated ~~balance~~financial ~~sheets~~statements ofare ~~Four Corners Property Trust, Inc. and subsidiaries (~~the ~~Company)~~responsibility as of ~~December 31, 2024 and 2023,~~ the ~~related~~Company’s ~~consolidated~~management. ~~statements~~Our ofresponsibility ~~income,~~is ~~comprehensive~~to ~~income,~~express ~~changes~~an inopinion ~~equity,~~on ~~and~~these ~~cash~~consolidated ~~flows~~financial ~~for~~statements ~~each~~based ofon ~~the~~our ~~years~~audits. inWe ~~the~~are ~~three-year~~a ~~period~~public ~~ended~~accounting ~~December~~firm ~~31,~~registered ~~2024,~~with ~~and~~ the ~~related~~PCAOB ~~notes~~ and ~~financial~~are ~~statement~~required ~~schedule~~to ~~III~~be -independent ~~schedule~~with ofrespect ~~real~~to ~~estate assets and accumulated depreciation (collectively,~~ the ~~consolidated~~Company ~~financial statements). In our opinion, the consolidated financial statements present fairly,~~ in ~~all~~accordance ~~material~~with ~~respects,~~ the ~~financial~~U.S. ~~position~~federal ofsecurities ~~the~~laws ~~Company as of December 31, 2024~~ and ~~2023, and~~ the ~~results~~applicable ofrules ~~its operations~~ and ~~its~~regulations ~~cash flows for each~~ of the ~~years~~Securities inand ~~the~~Exchange ~~three-year~~Commission ~~period~~and ~~ended~~the ~~December 31, 2024, in conformity with U~~PCAOB.~~S. generally accepted accounting principles.~~

We ~~also~~conducted ~~have~~our ~~audited,~~audits in accordance with the standards of the ~~Public~~PCAOB. ~~Company~~Those ~~Accounting~~standards ~~Oversight~~require ~~Board~~that ~~(United~~we ~~States)~~plan ~~(PCAOB),~~and perform the ~~Company’s~~audit ~~internal~~to ~~control~~obtain ~~over~~reasonable assurance about whether the consolidated financial ~~reporting~~statements asare free of ~~December~~material 31misstatement, ~~2024,~~whether ~~based~~due onto ~~criteria~~error ~~established~~or infraud. ~~Internal~~Our ~~Control~~audits –included ~~Integrated~~performing ~~Framework~~procedures ~~(2013)~~to ~~issued~~assess by the ~~Committee~~risks of ~~Sponsoring~~material ~~Organizations~~misstatement of the ~~Treadway~~consolidated ~~Commission~~financial statements, ~~and~~whether ~~our~~due ~~report~~to ~~dated~~error ~~February~~or 13fraud, ~~2025~~and ~~expressed~~performing anprocedures ~~unqualified~~that ~~opinion~~respond to those risks. Such procedures included examining, on a test basis, evidence regarding the ~~effectiveness~~amounts ofand disclosures in the ~~Company’s~~consolidated ~~internal~~financial ~~control~~statements. ~~over~~Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial ~~reporting~~statements. We believe that our audits provide a reasonable basis for our opinion.

~~Basis~~Critical ~~for~~Audit ~~Opinion~~Matter

~~These~~The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements ~~are~~that ~~the~~was ~~responsibility~~communicated ofor required to be communicated to the ~~Company’s~~audit ~~management.~~committee ~~Our~~and ~~responsibility~~that: is(1) relates to ~~express~~accounts anor ~~opinion~~disclosures onthat ~~these~~are material to the consolidated financial statements ~~based~~and on(2) involved our ~~audits~~especially challenging, subjective, or complex judgments. WeThe ~~are~~communication of a ~~public~~critical ~~accounting~~audit ~~firm~~matter ~~registered~~does ~~with~~not ~~the~~alter ~~PCAOB~~in ~~and~~any ~~are~~way ~~required~~our toopinion beon ~~independent~~the ~~with~~consolidated ~~respect~~financial tostatements, ~~the~~taken ~~Company~~as ina ~~accordance~~whole, ~~with~~and we are not, by communicating the ~~U.S.~~critical ~~federal~~audit ~~securities~~matter ~~laws~~below, ~~and~~providing a separate opinion on the ~~applicable~~critical ~~rules~~audit ~~and~~matter ~~regulations~~or ofon the ~~Securities~~accounts ~~and~~or ~~Exchange~~disclosures ~~Commission~~to ~~and~~which ~~the~~it ~~PCAOB~~relates.

WeAssessment ~~conducted our audits in accordance with the standards~~ of ~~the~~impairment ~~PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free~~ of ~~material~~long-lived misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.assets

~~Critical~~As ~~Audit~~discussed ~~Matter~~in Note 2 to the consolidated financial statements, the Company is required to test their long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company’s long-lived assets primarily consist of its real estate investment and the related intangible real estate assets, net of accumulated depreciation and amortization, which had a balance of $2.8 billion as of December 31, 2025.

~~The~~We ~~critical~~identified ~~audit~~the ~~matter~~assessment ~~communicated~~of ~~below~~events isor achanges ~~matter~~in ~~arising~~circumstances ~~from~~that indicate the ~~current~~carrying ~~period~~amount ~~audit~~ of ~~the~~long-lived ~~consolidated~~assets ~~financial~~may ~~statements~~not ~~that was communicated or required to~~ be ~~communicated~~recoverable toas ~~the~~a critical audit ~~committee~~matter. ~~and~~Specifically, ~~that:~~a ~~(1)~~higher ~~relates~~degree toof ~~accounts~~auditor orjudgment ~~disclosures~~was ~~that~~required ~~are~~in ~~material~~identifying toand evaluating the ~~consolidated~~estimated ~~financial~~hold ~~statements~~period ~~and~~over ~~(2)~~which ~~involved~~the ~~our~~Company ~~especially~~expects ~~challenging,~~to ~~subjective,~~own orthe ~~complex~~long-lived ~~judgments~~assets. ~~The~~Significant ~~communication~~changes ~~of a critical audit matter does not alter~~ in ~~any way our opinion on~~ the ~~consolidated~~estimated ~~financial~~hold ~~statements,~~period ~~taken~~over aswhich athe ~~whole,~~Company ~~and~~expects weto ~~are~~own ~~not, by communicating~~ the ~~critical~~long-lived ~~audit~~asset ~~matter~~could ~~below,~~indicate ~~providing~~that ~~a separate opinion on~~ the ~~critical~~carrying ~~audit~~amount ~~matter~~of orlong- onlived ~~the~~assets ~~accounts~~may ornot ~~disclosures~~be ~~to which it relates~~recoverable.

~~Assessment~~The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control over the Company’s impairment process, which included the identification and evaluation of the hold period over which the Company expects to own long-lived assets. We obtained written representations from management regarding the status of potential plans to dispose of long-lived assets. We also read board of directors meeting minutes, inspected other internal documentation such as strategic plans and property marketing information, and inquired of members of management involved in the identification and approval of long- lived asset sales to assess the estimated hold period the Company expects to own the long-lived assets.

As discussed in Note 2 to the consolidated financial statements, the Company is required to test their long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company’/s/ ~~long-lived~~KPMG assets primarily consist of its real estate investment and the related intangible real estate assets, net of accumulated depreciation and amortization, which had a balance of $2.5 billion as of December 31, 2024.LLP

~~We identified the assessment of events or changes in circumstances that indicate the carrying amount of long~~F-lived assets may not be recoverable as a critical audit matter. Specifically, a higher degree of auditor judgment was required in identifying and evaluating the estimated hold period over which the Company expects to own the long-lived assets. Significant changes in the estimated hold period over which the Company expects to own the long-lived asset could indicate that the carrying amount of long- lived assets may not be recoverable.2

~~F-2~~We have served as the Company’s auditor since 2015.

~~The~~San following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control over the Company’s impairment processFrancisco, which included the identification and evaluation of the period over which the Company expects to own long-lived assets. We obtained written representations from management regarding the status of potential plans to dispose of long-lived assets. We also read board of directors meeting minutes, inspected other internal documentation such as strategic plans and property marketing information, and inquired of members of management involved in the identification and approval of long- lived asset sales to assess the estimated hold period the Company expects to own the long-lived assets.California

~~/s/~~February ~~KPMG~~12, ~~LLP~~2026

~~We have served as the Company’s auditor since 2015.~~ F-3

SanReport Francisco,of CaliforniaIndependent Registered Public Accounting Firm

~~February~~To ~~13,~~the ~~2025~~Shareholders and Board of Directors

~~F-3~~Four Corners Property Trust, Inc.:

~~Report~~Opinion ofon ~~Independent~~Internal ~~Registered~~Control ~~Public~~Over ~~Accounting~~Financial ~~Firm~~Reporting

ToWe ~~the~~have ~~Shareholders~~audited Four Corners Property Trust, Inc. and ~~Board~~subsidiaries' (the Company) internal control over financial reporting as of ~~Directors~~December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

~~Four~~We ~~Corners~~also ~~Property~~have ~~Trust~~audited, ~~Inc~~in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III - schedule of real estate assets and accumulated depreciation (collectively, the consolidated financial statements), and our report dated February 12, 2026 expressed an unqualified opinion on those consolidated financial statements.:

~~Opinion~~Basis onfor ~~Internal Control Over Financial Reporting~~Opinion

WeThe ~~have~~Company’s ~~audited~~management ~~Four~~is ~~Corners~~responsible ~~Property~~for ~~Trust,~~maintaining ~~Inc.~~effective internal control over financial reporting and ~~subsidiaries'~~for (its assessment of the ~~Company)~~effectiveness of internal control over financial reporting, asincluded ofin ~~December~~the ~~31,~~accompanying ~~2024,~~Management ~~based~~Report on ~~criteria~~Internal ~~established~~Control inOver ~~Internal~~Financial ~~Control~~Reporting. –Our ~~Integrated~~responsibility ~~Framework~~is ~~(2013)~~to ~~issued~~express byan ~~the~~opinion ~~Committee~~on ofthe ~~Sponsoring~~Company’s ~~Organizations~~internal ofcontrol ~~the~~over ~~Treadway~~financial ~~Commission.~~reporting Inbased on our ~~opinion,~~audit. ~~the~~We ~~Company~~are ~~maintained,~~a inpublic ~~all~~accounting ~~material~~firm ~~respects,~~registered ~~effective~~with ~~internal~~the ~~control~~PCAOB ~~over~~and ~~financial~~are ~~reporting~~required asto ofbe ~~December~~independent ~~31,~~with ~~2024,~~respect ~~based~~to onthe ~~criteria~~Company ~~established~~ in ~~Internal~~accordance ~~Control~~with –the ~~Integrated~~U.S. ~~Framework~~federal ~~(2013)~~securities ~~issued~~laws byand the ~~Committee~~applicable ofrules ~~Sponsoring~~and ~~Organizations~~regulations of the ~~Treadway~~Securities and Exchange Commission and the PCAOB.

We ~~also~~conducted ~~have~~our ~~audited,~~audit in accordance with the standards of the ~~Public~~PCAOB. ~~Company~~Those ~~Accounting~~standards ~~Oversight~~require ~~Board~~that ~~(United~~we ~~States)~~plan ~~(PCAOB),~~and perform the ~~consolidated~~audit ~~balance~~to ~~sheets~~obtain ofreasonable ~~the~~assurance ~~Company~~about aswhether ofeffective ~~December~~internal ~~31,~~control ~~2024~~over ~~and~~financial ~~2023,~~reporting ~~the~~was ~~related~~maintained ~~consolidated~~in ~~statements~~all ofmaterial ~~income,~~respects. ~~comprehensive~~Our ~~income,~~audit ~~changes~~of ininternal ~~equity,~~control ~~and~~over ~~cash~~financial ~~flows~~reporting ~~for~~included ~~each~~obtaining an understanding of ~~the~~internal ~~years~~control inover financial reporting, assessing the ~~three-year~~risk ~~period~~that ~~ended~~a ~~December~~material ~~31,~~weakness ~~2024~~exists, and ~~the~~testing ~~related~~and ~~notes~~evaluating the design and ~~financial~~operating ~~statement~~effectiveness ~~schedule~~of ~~III~~internal -control ~~schedule~~based ofon ~~real~~the ~~estate~~assessed ~~assets~~risk. ~~and~~Our ~~accumulated~~audit ~~depreciation~~also ~~(collectively,~~included ~~the~~performing ~~consolidated~~such ~~financial~~other ~~statements),~~procedures ~~and~~as ~~our~~we ~~report~~considered ~~dated~~necessary ~~February~~in ~~13,~~the ~~2025~~circumstances. ~~expressed~~We anbelieve ~~unqualified~~that ~~opinion~~our onaudit ~~those~~provides ~~consolidated~~a ~~financial~~reasonable ~~statements~~basis for our opinion.

~~Basis~~Definition ~~for~~and ~~Opinion~~Limitations of Internal Control Over Financial Reporting

~~The~~A ~~Company~~company’s ~~management~~internal control over financial reporting is ~~responsible~~a ~~for~~process ~~maintaining~~designed ~~effective~~to ~~internal~~provide ~~control~~reasonable ~~over~~assurance regarding the reliability of financial reporting and the preparation of financial statements for ~~its~~external ~~assessment~~purposes ofin ~~the~~accordance ~~effectiveness~~with ofgenerally accepted accounting principles. A company’s internal control over financial reporting, ~~included~~includes inthose ~~the~~policies ~~accompanying~~and ~~Management~~procedures ~~Report~~that on(1) ~~Internal~~pertain ~~Control~~to ~~Over~~the ~~Financial~~maintenance ~~Reporting.~~of ~~Our~~records ~~responsibility~~that, isin toreasonable ~~express~~detail, anaccurately ~~opinion~~and onfairly reflect the ~~Company’s~~transactions ~~internal~~and ~~control~~dispositions ~~over~~of ~~financial~~the ~~reporting~~assets ~~based~~of onthe ~~our~~company; ~~audit.~~(2) Weprovide reasonable assurance that transactions are arecorded ~~public~~as ~~accounting~~necessary ~~firm~~to ~~registered~~permit preparation of financial statements in accordance with ~~the~~generally ~~PCAOB~~accepted accounting principles, and ~~are~~that ~~required~~receipts toand beexpenditures ~~independent~~of ~~with~~the ~~respect~~company toare ~~the~~being ~~Company~~made only in accordance with ~~the~~authorizations ~~U.S.~~of ~~federal~~management ~~securities~~and ~~laws~~directors ~~and~~of the ~~applicable~~company; ~~rules~~ and ~~regulations~~(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the ~~Securities~~company’s ~~and~~assets ~~Exchange~~that ~~Commission~~could ~~and~~have a material effect on the ~~PCAOB~~financial statements.

WeBecause ~~conducted our audit in accordance with the standards~~ of ~~the~~its ~~PCAOB.~~inherent ~~Those~~limitations, ~~standards require that we plan and perform the audit to obtain reasonable assurance about whether effective~~ internal control over financial reporting ~~was~~may ~~maintained~~not inprevent ~~all~~or ~~material~~detect ~~respects~~misstatements. ~~Our~~Also, ~~audit~~projections of ~~internal~~any ~~control~~evaluation ~~over financial reporting included obtaining an understanding~~ of ~~internal~~effectiveness ~~control~~to ~~over~~future ~~financial~~periods ~~reporting,~~are ~~assessing~~subject to the risk that acontrols ~~material~~may ~~weakness~~become ~~exists,~~inadequate ~~and~~because ~~testing~~of ~~and~~changes ~~evaluating~~in ~~the~~conditions, ~~design~~or ~~and~~that ~~operating~~the ~~effectiveness~~degree of ~~internal~~compliance ~~control~~with ~~based on~~ the ~~assessed~~policies ~~risk.~~or ~~Our audit also included performing such other~~ procedures asmay ~~we considered necessary in the circumstances~~deteriorate. ~~We believe that our audit provides a reasonable basis for our opinion.~~

~~Definition~~/s/ ~~and~~KPMG ~~Limitations of Internal Control Over Financial Reporting~~LLP

ASan company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records thatFrancisco, inCalifornia reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

~~Because~~February ~~of its inherent limitations~~12, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.2026

~~/s/ KPMG LLP~~F-4

SanFOUR Francisco,CORNERS CaliforniaPROPERTY TRUST, INC.

FebruaryCONSOLIDATED 13,BALANCE 2025SHEETS

FOUR CORNERS PROPERTY TRUST, INC.


	December 31,
	2025			2024
ASSETS
Real estate investments:
Land	$	1,499,059		$	1,360,772
Buildings, equipment and improvements		1,998,573			1,837,872
Total real estate investments		3,497,632			3,198,644
Less: Accumulated depreciation		(816,992	)		(775,505	)
Real estate investments, net		2,680,640			2,423,139
Intangible real estate assets, net		129,371			123,613
Total real estate investments and intangible real estate assets, net		2,810,011			2,546,752
Cash and cash equivalents		12,144			4,081
Straight-line rent adjustment		71,765			68,562
Derivative assets		9,385			20,733
Deferred tax assets		1,679			1,448
Other assets		15,742			11,450
Total Assets	$	2,920,726		$	2,653,026
LIABILITIES AND EQUITY
Liabilities:
Term loan and revolving credit facility, net of deferred financing costs	$	581,880		$	516,250
Senior unsecured notes, net of deferred financing costs		622,291			621,639
Dividends payable		39,567			35,358
Rent received in advance		17,939			6,738
Derivative liabilities		5,055			473
Other liabilities		24,155			21,778
Total liabilities		1,290,887			1,202,236
Equity:
Preferred stock, par value $0.0001 per share, 25,000,000 authorized, zero shares issued and outstanding.	$	—		$	—
Common stock, $0.0001 par value per share, 500,000,000 shares authorized, 108,188,605 and 99,825,119 shares issued and outstanding, respectively		11			10
Additional paid-in capital		1,713,606			1,482,698
Accumulated deficit		(93,555	)		(57,729	)
Accumulated other comprehensive income		7,665			23,633
Noncontrolling interest		2,112			2,178
Total equity		1,629,839			1,450,790
Total Liabilities and Equity	$	2,920,726		$	2,653,026

CONSOLIDATEDThe BALANCEaccompanying SHEETSnotes are an integral part of this financial statement.

~~(In thousands, except share and per share data)~~F-5

	December 31,
	2024			2023
ASSETS
Real estate investments:
Land	$	1,360,772		$	1,240,865
Buildings, equipment and improvements		1,837,872			1,708,556
Total real estate investments		3,198,644			2,949,421
Less: Accumulated depreciation		(775,505	)		(738,946	)
Real estate investments, net		2,423,139			2,210,475
Intangible real estate assets, net		123,613			118,027
Total real estate investments and intangible real estate assets, net		2,546,752			2,328,502
Cash and cash equivalents		4,081			16,322
Straight-line rent adjustment		68,562			64,752
Derivative assets		20,733			20,952
Deferred tax assets		1,448			1,248
Other assets		11,450			19,858
Total Assets	$	2,653,026		$	2,451,634
LIABILITIES AND EQUITY
Liabilities:
Term loan and revolving credit facility, net of deferred financing costs	$	516,250		$	441,745
Senior unsecured notes, net of deferred financing costs		621,639			670,944
Dividends payable		35,358			31,539
Rent received in advance		6,738			14,309
Derivative liabilities		473			2,968
Other liabilities		21,778			30,266
Total liabilities		1,202,236			1,191,771
Equity:
Preferred stock, par value $0.0001 per share, 25,000,000 authorized, zero shares issued and outstanding.	$	—		$	—
Common stock, par value $0.0001 per share; 500,000,000 shares authorized, 99,825,119 and 91,617,477 shares issued and outstanding, respectively		10			9
Additional paid-in capital		1,482,698			1,261,940
Accumulated deficit		(57,729	)		(26,276	)
Accumulated other comprehensive income		23,633			21,977
Noncontrolling interest		2,178			2,213
Total equity		1,450,790			1,259,863
Total Liabilities and Equity	$	2,653,026		$	2,451,634

FOUR CORNERS PROPERTY TRUST, INC.

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~are an integral part of this financial statement.~~INCOME

~~F-5~~(In thousands, except share and per share data)

FOUR CORNERS PROPERTY TRUST, INC.


	Year Ended December 31,
	2025			2024			2023
Revenues:
Rental	$	262,648		$	237,134		$	219,881
Restaurant		31,484			30,939			30,725
Total revenues		294,132			268,073			250,606
Operating expenses:
General and administrative		26,843			23,789			22,680
Depreciation and amortization		60,424			54,514			50,731
Property		13,559			11,575			11,550
Restaurant		29,442			29,024			28,707
Total operating expenses		130,268			118,902			113,668
Interest expense		(51,873	)		(49,231	)		(44,606	)
Other income, net		800			963			919
Realized gain on sale, net		—			—			2,341
Income tax expense		(303	)		(308	)		(130	)
Net income		112,488			100,595			95,462
Net income attributable to noncontrolling interest		(124	)

UNITED STATES

FORM 10-K

OR

(Exact name of Registrant as specified in its charter)

591 Redwood Highway, Suite 3215, Mill Valley, CA 94941

Registrant’s telephone number, including area code: (415) 965-8030

Securities registered pursuant to Section 12(b) of the Act:

DOCUMENTS INCORPORATED BY REFERENCE

PART I

Forward-Looking Statements

Item 1. Business.

History

Business Overview

Our Business Objectives and Strategy

PropertyGovernmental EnvironmentalRegulations ConsiderationsAffecting Properties

AsHuman ofCapital FebruaryResources 13,and 2025, we had 536 employees, of which 498 were employed at our Kerrow Restaurant Operating Business. None of these employees are represented by a labor union.Management

9Risks Related to Our Business

TheRisks marketRelated priceto andOur tradingCommon volume of our common stock may be volatile and may face negative pressure including as a result of future sales or distributions of our common stock.Stock

IfRisks weRelated do not qualify as a REIT, or fail to remainOur qualifiedTaxation as a REIT, we will be subject to U.S. federal income tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our stockholders.

toItem the1B. taxUnresolved treatmentStaff of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REITComments.

NotItem applicable1C. Cybersecurity.

23Item 2. Properties.

Please refer to “Item 13. BusinessLegal Proceedings.”

24PART II

PARTItem II5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

ForPerformance information about our equity compensation plan, please see Note 11 of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.Graph

Item 6. Reserved

Overview

Critical Accounting Policies and Estimates

Supplemental Financial Measures

35Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

FinancialItem Statements9. andChanges Supplementaryin Dataand consistDisagreements ofwith financialAccountants statementson asAccounting indexedand onFinancial page F-1Disclosures.

NoneItem 9A. Controls and Procedures.

NotPART applicable.III

37Item 10. Directors, Executive Officers and Corporate Governance.

The information required by Item 1011. isExecutive incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10- KCompensation.

Item 1112. ExecutiveSecurity CompensationOwnership of Certain Owners and Management and Related Stockholder Matters.

Item 1213. Security Ownership of Certain OwnersRelationships and ManagementRelated Transactions, and RelatedDirector Stockholder MattersIndependence.

Item 1314. CertainPrincipal RelationshipsAccounting andFees Related Transactions, and Director IndependenceServices.

ItemPART 14. Principal Accounting Fees and Services.IV

The information required by Item 1415. isExhibits, incorporatedFinancial herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10- KSchedules.

Item 1516. Exhibits,Form Financial10-K Statement SchedulesSummary.

ItemFOUR 16.CORNERS FormPROPERTY 10-KTRUST, SummaryINC.

None.INDEX TO FINANCIAL STATEMENTS

AuditedReport Consolidatedof FinancialIndependent StatementsRegistered Public Accounting Firm

SanReport Francisco,of CaliforniaIndependent Registered Public Accounting Firm

SanFOUR Francisco,CORNERS CaliforniaPROPERTY TRUST, INC.

FebruaryCONSOLIDATED 13,BALANCE 2025SHEETS

F-4(In thousands, except share and per share data)

CONSOLIDATEDThe BALANCEaccompanying SHEETSnotes are an integral part of this financial statement.

Filing Compare · Four Corners Property Trust, Inc.