10-Q

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

FOUR CORNERS PROPERTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	March 31, 2025			December 31, 2024
	(Unaudited)
ASSETS
Real estate investments:
Land	$	1,398,659		$	1,360,772
Buildings, equipment and improvements		1,856,021			1,837,872
Total real estate investments		3,254,680			3,198,644
Less: Accumulated depreciation		(784,943	)		(775,505	)
Total real estate investments, net		2,469,737			2,423,139
Intangible real estate assets, net		119,932			123,613
Total real estate investments and intangible real estate assets, net		2,589,669			2,546,752
Cash and cash equivalents		22,263			4,081
Straight-line rent adjustment		69,288			68,562
Derivative assets		15,008			20,733
Deferred tax assets		1,503			1,448
Other assets		13,421			11,450
Total Assets	$	2,711,152		$	2,653,026

LIABILITIES AND EQUITY
Liabilities:
Term loan and revolving credit facility, net of deferred financing costs	$	580,157		$	516,250
Senior unsecured notes, net of deferred financing costs		621,802			621,639
Dividends payable		35,408			35,358
Rent received in advance		15,518			6,738
Derivative liabilities		2,993			473
Other liabilities		22,437			21,778
Total liabilities		1,278,315			1,202,236

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, 99,972,006 and 99,825,119 shares issued and outstanding, respectively		10			10
Additional paid-in capital		1,482,278			1,482,698
Accumulated deficit		(66,982	)		(57,729	)
Accumulated other comprehensive income		15,374			23,633
Noncontrolling interest		2,157			2,178
Total equity		1,432,837			1,450,790
Total Liabilities and Equity	$	2,711,152		$	2,653,026

FOUR CORNERS PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended March 31,
	2025			2024
Revenues:
Rental revenue	$	63,482		$	58,573
Restaurant revenue		7,994			7,894
Total revenues		71,476			66,467
Operating expenses:
General and administrative		7,639			6,213
Depreciation and amortization		14,429			13,467
Property expenses		3,265			3,081
Restaurant expenses		7,555			7,564
Total operating expenses		32,888			30,325
Interest expense		(12,731	)		(12,281	)
Other income		392			240
Income tax expense		(63	)		(27	)
Net income		26,186			24,074
Net income attributable to noncontrolling interest		(30	)		(30	)
Net Income Available to Common Shareholders	$	26,156		$	24,044

Basic net income per share:	$	0.26		$	0.26
Diluted net income per share:	$	0.26		$	0.26
Weighted average number of common shares outstanding:
Basic		99,708,806			91,719,475
Diluted		100,072,018			91,929,760
Dividends declared per common share	$	0.3550		$	0.3450

FOUR CORNERS PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except for share and per share data)

(Unaudited)


	Three Months Ended March 31,
	2025			2024
Net income	$	26,186		$	24,074
Other comprehensive income:
Effective portion of change in fair value of derivative instruments		(5,947	)		8,670
Reclassification adjustment of derivative instruments included in net income		(2,322	)		(3,102	)
Other comprehensive income (loss)		(8,269	)		5,568
Comprehensive income		17,917			29,642
Less: comprehensive income attributable to noncontrolling interest
Net income attributable to noncontrolling interest		30			30
Other comprehensive income (loss) attributable to noncontrolling interest		(10	)		7
Comprehensive income attributable to noncontrolling interest		20			37
Comprehensive Income Attributable to Common Shareholders	$	17,897		$	29,605

FOUR CORNERS PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share data)

(Unaudited)

For the Three Months Ended March 31, 2025


	Common Stock				Additional			Retained Earnings			Accumulated Other Comprehensive
	Shares		Par Value		Paid-in Capital			(Accumulated Deficit)			Income (Loss)			Noncontrolling Interest			Total
Balance at December 31, 2024		99,825,119	$	10	$	1,482,698		$	(57,729	)	$	23,633		$	2,178			1,450,790
Net income		—		—		—			26,156			—			30			26,186
Other comprehensive loss		—		—		—			—			(8,259	)		(10	)		(8,269	)
ATM proceeds, net of issuance costs		—		—		—			—			—			—			—
Dividends and distributions to equity holders		—		—		—			(35,409	)		—			(41	)		(35,450	)
Stock-based compensation, net		146,887		—		(420	)		—			—			—			(420	)
Balance at March 31, 2025		99,972,006	$	10	$	1,482,278		$	(66,982	)	$	15,374		$	2,157		$	1,432,837

For the Three Months Ended March 31, 2024


	Common Stock				Additional			Retained Earnings			Accumulated Other Comprehensive
	Shares		Par Value		Paid-in Capital			(Accumulated Deficit)			Income (Loss)		Noncontrolling Interest			Total
Balance at December 31, 2023		91,617,477	$	9	$	1,261,940		$	(26,276	)	$	21,977	$	2,213		$	1,259,863
Net income		—		—		—			24,044			—		30			24,074
Other comprehensive income		—		—		—			—			5,561		7			5,568
ATM proceeds, net of issuance costs		280,914		—		6,898			—			—		—			6,898
Dividends and distributions to equity holders		—		—		—			(31,656	)		—		(40	)		(31,696	)
Stock-based compensation, net		90,812		—		(477	)		—			—		—			(477	)
Balance at March 31, 2024		91,989,203	$	9	$	1,268,361		$	(33,888	)	$	27,538	$	2,210		$	1,264,230

FOUR CORNERS PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2025			2024
Cash flows - operating activities
Net income	$	26,186		$	24,074
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		14,429			13,467
Non-cash revenue adjustments		486			555
Amortization of financing costs		782			638
Stock-based compensation expense		2,760			1,640
Deferred income taxes		(55	)		(72	)
Changes in assets and liabilities:
Derivative assets and liabilities		(24	)		(255	)
Straight-line rent adjustment		(726	)		(1,174	)
Rent received in advance		8,780			(2,009	)
Intangible assets (lease incentive payments)		—			(1,119	)
Other assets and liabilities		(1,058	)		(8,120	)
Net cash provided by operating activities		51,560			27,625
Cash flows - investing activities
Purchases of real estate investments		(57,846	)		(16,674	)
Change in advance deposits in acquisition of real estate investments		(240	)		225
Net cash used in investing activities		(58,086	)		(16,449	)
Cash flows - financing activities
Net proceeds from ATM equity issuance		—			6,898
Repayment of senior notes		—			(50,000	)
Payment of deferred financing costs		(6,712	)		(1,397	)
Proceeds from term loan borrowing		75,000			85,000
Proceeds from revolving credit facility		43,000			34,000
Repayment of revolving credit facility		(48,000	)		(50,000	)
Payment of dividends to shareholders		(35,359	)		(31,539	)
Distributions to non-controlling interests		(41	)		(40	)
Employee shares withheld for taxes		(3,180	)		(2,117	)
Net cash provided by (used in) financing activities		24,708			(9,195	)
Net increase in cash and cash equivalents, including restricted cash		18,182			1,981
Cash and cash equivalents, including restricted cash, at beginning of period		4,081			24,783
Cash and cash equivalents, including restricted cash, at end of period	$	22,263		$	26,764
Supplemental disclosures:
Interest paid	$	13,123		$	13,277
Income taxes paid	$	19		$	—
Operating lease payments received (lessor)	$	58,766		$	54,298
Operating lease payments remitted (lessee)	$	234		$	227
Non-cash activities:
Dividends declared but not paid	$	35,408		$	31,656
Change in fair value of derivative instruments	$	(8,245	)	$	5,823

NOTE 1 – ORGANIZATION

Four Corners Property Trust, Inc. (together with its consolidated subsidiaries, “FCPT”) is an independent, publicly traded, self-administered company, primarily engaged in the ownership, acquisition and leasing of restaurant and retail properties. Substantially all of our business is conducted through Four Corners Operating Partnership, LP (“FCPT OP”), a Delaware limited partnership of which we are the initial and substantial limited partner. Our wholly owned subsidiary, Four Corners GP, LLC (“FCPT GP”), is its sole general partner.

Any references to “the Company,” “we,” “us,” or “our” refer to FCPT as an independent, publicly traded, self-administered company.

FCPT was incorporated as a Maryland corporation on July 2, 2015 as a wholly owned indirect subsidiary of Darden Restaurants, Inc., (together with its consolidated subsidiaries “Darden”), for the purpose of owning, acquiring and leasing properties on a triple-net basis, for use in the restaurant and other retail industries. On November 9, 2015, Darden completed a spin-off of FCPT whereby Darden contributed to us 100% of the equity interest in entities that owned 418 properties in which Darden operates restaurants, representing five of their brands, and six LongHorn Steakhouse restaurants located in the San Antonio, Texas area (the “Kerrow Restaurant Operating Business”) along with the underlying properties or interests therein associated with the Kerrow Restaurant Operating Business. In exchange, we issued to Darden all of our common stock and paid to Darden $315.0 million in cash. 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, which was November 2, 2015, as well as cash in lieu of any fractional shares of our common stock which they would have otherwise received.

We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) for federal income tax purposes commencing with our taxable year ended December 31, 2016, and we intend to continue to operate in a manner that will enable us to maintain our qualification as a REIT. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our REIT taxable income to our shareholders, subject to certain adjustments and excluding any net capital gain. As a REIT, we will not be subject to federal corporate income tax on that portion of net income that is distributed to our shareholders. However, FCPT’s taxable REIT subsidiaries (“TRS”) will generally be subject to federal, state, and local income taxes. We made our REIT election upon the filing of our 2016 tax return.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements (the “Consolidated Financial Statements”) include the accounts of Four Corners Property Trust, Inc. and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The Consolidated Financial Statements reflect all adjustments which are, in the opinion of management, necessary to a fair presentation of the results for the interim periods presented. These adjustments are considered to be of a normal, recurring nature.

Segment Reporting

The Company has two operating segments, real estate operations and restaurant operations. The Company has identified its real estate operations and restaurant operations as separate reportable segments based on the nature of the operations and its organizational and management structure, which aligns with how results are monitored and performance is assessed. This is consistent with how the Company’s chief operating decision maker, which is its Chief Executive Officer, makes decisions when assessing the financial performance of the Company’s portfolio of properties and restaurant operations.

Use of Estimates

The preparation of these Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The estimates and assumptions used in the accompanying Consolidated Financial Statements are based on management’s evaluation of the relevant facts and circumstances. Actual results may differ from the estimates and assumptions used in preparing the accompanying Consolidated Financial Statements, and such differences could be material.

Real Estate Investments, Net

Real estate investments, net are recorded at cost less accumulated depreciation. Building components are depreciated over estimated useful lives ranging from seven to fifty-five years using the straight-line method. Leasehold improvements, which are reflected on our Consolidated Balance Sheets as a component of buildings, equipment, and improvements, 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 ranging from two to fifteen years also using the straight-line method. Real estate development and construction costs for newly constructed restaurant and retail locations are capitalized in the period in which they are incurred. Gains and losses on the disposal of land, buildings, and equipment are included in realized gain on sale, net, in our accompanying Consolidated Statements of Income (“Income Statements”).

Our accounting policies regarding land, buildings, equipment, and 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. The determination of the building fair value is on an ‘as-if-vacant’ basis. Value is allocated to acquired lease intangibles (if any) based on the costs avoided and revenue recognized by acquiring the property subject to lease and avoiding an otherwise ‘dark period’. 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.

Finance ground lease assets are also included in intangible real estate assets, net on the Consolidated Balance Sheets. See Leases below for additional information.

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 and retail level. If these assets are determined to be impaired, the amount of impairment recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Fair value is generally determined by appraisals or sales prices of comparable assets.

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

Exit or disposal activities include the cost of disposing of the assets and are generally expensed as incurred. Upon disposal of the assets, any gain or loss is recorded in the same caption within our Consolidated Income Statements as the original impairment. Provisions for impairment are included in depreciation and amortization expense in the accompanying Consolidated Income Statements. We did not record impairment expense during the three months ended March 31, 2025 or 2024.

Real Estate Held for Sale

Real estate is classified as held for sale when the sale is probable, will be completed within one year, purchase agreements are executed, the buyer has a significant deposit at risk, and no financing contingencies exist which could prevent the transaction from being completed in a timely manner. Restaurant and retail sites and certain other assets to be disposed of are included in assets held for sale when the likelihood of disposing of these assets within one year is probable. Assets whose disposal is not probable within one year remain in land, buildings, equipment and improvements until their disposal within one year is probable. Disposals of assets that have a major effect on our operations and financial results or that represent a strategic shift in our operating businesses meet the requirements to be reported as discontinued operations. Real estate held for sale is reported at the lower of carrying amount or fair value, less estimated costs to sell. No properties were held for sale at March 31, 2025 or December 31, 2024.

Cash, Cash Equivalents, and Restricted Cash

We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents can consist of cash and money market accounts. Restricted cash consists of 1031 tax deferred real estate exchange proceeds and is included in Other assets in our Consolidated Balance Sheets.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash in our Consolidated Balance Sheets to the total amount shown in our Consolidated Statements of Cash Flows:


(In thousands)	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	22,263	$	4,081
Restricted cash (included in Other assets)		—		—
Total Cash, Cash Equivalents, and Restricted Cash	$	22,263	$	4,081

Debt

The Company’s debt consists of non-amortizing term loans, a revolving credit facility and senior, unsecured, fixed rate notes (collectively referred to as “Debt”). Debt is carried at unpaid principal balance, net of deferred financing costs. All of our debt is currently unsecured and interest is paid monthly on our non-amortizing term loans and revolving credit facility and semi-annually on our senior unsecured fixed rate notes.

Deferred Financing Costs

Financing costs related to debt are deferred and amortized over the remaining life of the debt using the effective interest method. These costs are presented as a direct deduction from their related liabilities on the Consolidated Balance Sheets.

See Note 6 - Debt, Net of Deferred Financing Costs for additional information.

Derivative Instruments and Hedging Activities

We enter into derivative instruments for risk management purposes only, including derivatives designated as hedging instruments as required by FASB ASC Topic 815, Derivatives and Hedging, and those utilized as economic hedges. Our use of derivative instruments is currently limited to interest rate hedges. These instruments are generally structured as hedges of the variability of cash flows related to forecasted transactions (cash flow hedges). We do not enter into derivative instruments for trading or speculative purposes, where changes in the cash flows of the derivative are not expected to offset changes in cash flows of the hedged item. All derivatives are recognized on the balance sheet at fair value. For those derivative instruments for which we intend to elect hedge accounting, at the time the derivative contract is entered into, we document all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking the various hedge transactions. This process includes linking all derivatives

designated as cash flow hedges to specific assets and liabilities on the Consolidated Balance Sheets or to specific forecasted transactions. We also formally assess, both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

To the extent our derivatives are effective in offsetting the variability of the hedged cash flows, and otherwise meet the cash flow hedge accounting criteria in accordance with United States generally accepted accounting principles (“U.S. GAAP”), changes in the derivatives’ fair value are not included in current earnings but are included in accumulated other comprehensive income, net of tax. These changes in fair value will be reclassified into earnings at the time of the forecasted transaction. Ineffectiveness measured in the hedging relationship is recorded in earnings in the period in which it occurs.

See Note 7 - Derivative Financial Instruments for additional information.

Other Assets and Liabilities

Other assets primarily consist of right of use operating lease assets, pre-acquisition costs, restricted cash, prepaid assets, food and beverage inventories for use by our Kerrow operating subsidiary, escrow deposits, and accounts receivable. Other liabilities primarily consist of accrued compensation, accrued interest expense, accrued operating expenses, intangible real estate liabilities, and operating lease liabilities.

See Note 8 - Supplemental Detail for Certain Components of Consolidated Balance Sheets for additional information.

Leases

All significant lease arrangements are generally recognized at lease commencement. For leases where the Company is the lessee, operating or finance lease right-of-use (“ROU”) assets and lease liabilities are recognized at commencement based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset during the reasonably certain lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.

As part of certain real estate investment transactions, the Company may enter into long-term ground leases as a lessee. The Company recognizes a ground lease (or right-of-use) asset and related lease liability for each of these ground leases. Ground lease assets and lease liabilities are recognized based on the present value of the lease payments. The Company uses its estimated incremental borrowing rate, which is the estimated rate at which the Company could borrow on a collateralized basis with similar payments over a similar term, in determining the present value of the lease payments.

For leases where the Company is the lessor, we determine the classification upon commencement. At March 31, 2025, all such leases are classified as operating leases. These operating leases may contain both lease and non-lease components. The Company accounts for lease and non-lease components as a single component. The Company expenses certain initial direct costs that are not incremental to obtaining a lease.

See Note 5 - Leases for additional information.

Revenue Recognition

Rental Revenue

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

In certain circumstances, the Company may offer tenant allowance funds in exchange for increasing rent, extending the term, and including annual sales reporting among other items. These tenant allowance funds are classified as lease incentives upon payment and are amortized as a reduction to revenue over the lease term. Lease incentives are included in Intangible real estate assets, net, on our Consolidated Balance Sheets. During the three months ended March 31, 2025, the Company did not pay lease incentives to tenants. During the three months ended March 31, 2024, the Company paid lease incentives to tenants of $1.1 million.

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

For those leases that provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met, the increased rental revenue is recognized as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term. Costs paid by the lessor 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.

Restaurant Revenue

Restaurant revenue represents food, beverage, and other products sold and is presented net of the following discounts: coupons, employee meals, and complimentary meals. Revenue from restaurant sales, whether received in cash or by credit card, is recognized when food and beverage products are sold. At March 31, 2025 and December 31, 2024, credit card receivables, included in other assets, totaled $184 thousand and $239 thousand, respectively. We recognize sales from our gift card when the gift card is redeemed by the customer. Sales taxes collected from customers and remitted to governmental authorities are presented on a net basis within restaurant revenue on our Consolidated Income Statements.

Restaurant Expenses

Restaurant expenses include restaurant labor, general and administrative expenses, and food and beverage costs. Food and beverage costs include inventory, warehousing, related purchasing and distribution costs. Vendor allowances received in connection with the purchase of a vendor’s products are recognized as a reduction of the related food and beverage costs as earned.

Realized Gain on Sale, Net

The Company recognizes gain on sale, net of real estate in accordance with FASB ASU No. 2017-05, “Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” The Company evaluates each transaction to determine if control of the asset, as well as other specified criteria, has been transferred to the buyer to determine proper timing of revenue recognition, as well as transaction price allocation. During the three months ended March 31, 2025 and 2024, the Company did not sell any properties.

Income Taxes

We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT commencing with our taxable year ended December 31, 2016, and we intend to continue to operate in a manner that will enable us to maintain our qualification as a REIT. So long as we qualify as a REIT, we generally will not be subject to federal income tax on our net income that we distribute currently to our shareholders. To maintain our qualification as a REIT, we are required under the Code to distribute at least 90% of our REIT taxable income (without regard to the deduction for dividends paid and excluding net capital gains) to our shareholders and meet certain other requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates. Even if we qualify as a REIT, we may also be subject to certain state, local and franchise taxes. Under certain circumstances, federal income and excise taxes may be due on our undistributed taxable income.

The Kerrow Restaurant Operating Business is a TRS and is taxed as a C corporation.

See Note 9 - Income Taxes for additional information.

Earnings Per Share

Basic earnings per share (“EPS”) are computed by dividing net income allocated to common shareholders by the weighted-average number of common shares outstanding for the reporting period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. No effect is shown for any securities that are anti-dilutive. Net income allocated to common shareholders represents net income less income allocated to participating securities and non-controlling interests. None of the Company’s equity awards are participating securities.

See Note 10 - Equity for additional information.

Noncontrolling Interest

Noncontrolling interest represents the aggregate limited partnership interests in FCPT OP held by third parties. In accordance with GAAP, the noncontrolling interest of FCPT OP is shown as a component of equity on our Consolidated Balance Sheets, and the portion of income allocable to third parties is shown as net income attributable to noncontrolling interests in our Income Statements and Consolidated Statements of Comprehensive Income (Loss) (“Comprehensive Income Statement”). The Company follows the guidance issued by the FASB regarding the classification and measurement of redeemable securities. At FCPT OP’s option, it may satisfy this redemption with cash or by exchanging non-registered shares of FCPT common stock on a one-for-one basis. Accordingly, the Company has determined that the common OP units meet the requirements to be classified as permanent equity. A reconciliation of equity attributable to noncontrolling interest is disclosed in our Consolidated Statements of Changes in Equity.

See Note 10 - Equity for additional information.

Stock-Based Compensation

The Company’s stock-based compensation plan provides for the grant of restricted stock awards (“RSAs”), deferred stock units (“DSUs”), performance-based awards, including performance stock units (“PSUs”), dividend equivalents (“DEUs”), restricted stock units (“RSUs”), and other types of awards to eligible participants. DEUs are earned during the vesting period and received upon vesting of award. Upon forfeiture of an award, DEUs earned during the vesting period are also forfeited. We classify stock-based payment awards either as equity awards or liability awards based upon cash settlement options. Equity classified awards are measured based on the fair value on the date of grant. Liability classified awards are remeasured to fair value each reporting period. We recognize costs resulting from the Company’s stock-based compensation awards on a straight-line basis over their vesting periods, which range between one and five years. No compensation cost is recognized for awards for which employees do not render the requisite services.

See Note 11 - Stock-Based Compensation for additional information.

Fair Value of Financial Instruments

We use a fair value approach to value certain assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. We use a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). The hierarchy consists of three levels:

•

Level 1 - Quoted market prices in active markets for identical assets or liabilities;

•

Level 2 - Inputs other than level one inputs that are either directly or indirectly observable; and

•

Level 3 - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Application of New Accounting Standards

We consider the applicability and impact of all ASUs issued by the FASB. Other than as disclosed below, ASUs not yet adopted were assessed and determined to be either not applicable or are expected to have minimal impact to our consolidated result of operations, financial position and cash flows.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign) among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our Consolidated Financial Statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures", which requires, among other things, the following for public business entities: (i) tabular disclosure of amounts for the following categories that are included in each expense caption within continuing operations on the statement of operations, with each expense caption that includes one of these expense categories deemed a relevant expense caption: (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization and (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities; (ii) disclosure of certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; (iii) qualitative description of the amount remaining in relevant expense captions that are not separately disaggregated quantitatively; and (iv) disclosure of the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. The FASB released ASU 2025-01, which revises the effective date of ASU 2024-03, to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Entities must apply the updates in ASU 2025-01 prospectively and are permitted to apply the updates retrospectively. We are currently evaluating the potential impact of adopting this new guidance on our Consolidated Financial Statements and related disclosures.

NOTE 3 – CONCENTRATION OF CREDIT RISK

Our tenant base and the restaurant and retail brands operating our properties are highly concentrated. With respect to our tenant base, Darden leases represent approximately 47.0% of the scheduled base rents from the properties we own. As our revenues predominately consist of rental payments, we are dependent on Darden for a significant portion of our leasing revenues. The audited and unaudited financial statements for Darden are included in its filings with the SEC, which 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 this website to

be an active link or to otherwise incorporate the information contained on such website (including Darden’s filings with the SEC) into this report or our other filings with the SEC.

We also are subject to concentration risk in terms of the restaurant and retail brands that operate our properties. As of March 31, 2025, we had 314 Olive Garden branded locations in our portfolio, which comprise approximately 25.4% of our leased properties and approximately 33.7% of the revenues received under leases. Our properties, including the Kerrow Restaurant Operating Business, are located in 47 states, with concentrations of 10% or greater of total rental revenue in one state: Texas (approximately 10.2%).

We are exposed to credit risk with respect to cash held at various financial institutions, access to our credit facility, and amounts due or payable under our derivative contracts. At March 31, 2025, our net exposure to risk related to amounts due to us on our derivative instruments totaling $12.0 million, and the counterparty to such instruments is an investment grade financial institution. Our credit risk exposure with regard to our cash deposits and the $350.0 million available capacity under the revolver portion of our credit facility is spread among a diversified group of investment grade financial institutions.

NOTE 4 – REAL ESTATE INVESTMENTS, NET AND INTANGIBLE ASSETS AND LIABILITIES, NET

Real Estate Investments, Net

Real estate investments, net, which consist of land, buildings and improvements leased to others subject to net operating leases and those utilized in the operations of Kerrow Restaurant Operating Business are summarized as follows:


(In thousands)	March 31, 2025			December 31, 2024
Land	$	1,398,659		$	1,360,772
Buildings and improvements		1,720,273			1,701,522
Equipment		135,748			136,350
Total gross real estate investments		3,254,680			3,198,644
Less: accumulated depreciation		(784,943	)		(775,505	)
Real estate investments, net		2,469,737			2,423,139
Intangible real estate assets, net		119,932			123,613
Total Real Estate Investments and Intangible Real Estate Assets, Net	$	2,589,669		$	2,546,752

During the three months ended March 31, 2025, the Company invested $57.8 million, including transaction costs, in 23 properties located in four states, and allocated the investment as follows: $37.9 million to land, $18.8 million to buildings and improvements, and $1.2 million to intangible assets. There was no contingent consideration associated with these acquisitions. These properties are 100% occupied under net leases, with a weighted average remaining lease term of 7.3 years as of March 31, 2025. During the three months ended March 31, 2025, no properties were sold.

During the three months ended March 31, 2024, the Company invested $16.7 million, including transaction costs, in four properties located in four states, and allocated the investment as follows: $3.8 million to land, $11.2 million to buildings and improvements and $1.7 million to intangible assets. There was no contingent consideration associated with these acquisitions. These properties were 100% occupied under net leases, with a weighted average remaining lease term of 9.9 years as of March 31, 2024. During the three months ended March 31, 2024, no properties were sold.

Intangible Real Estate Assets and Liabilities, Net

The following tables detail intangible real estate assets and liabilities.


(In thousands)	March 31, 2025			December 31, 2024
Acquired in-place lease intangibles	$	160,855		$	159,693
Finance lease - right of use assets		14,040			14,040
Above-market leases		13,821			13,821
Lease incentives		10,108			10,108
Tenant improvements intangible		3,605			3,605
Direct lease cost		702			702
Total		203,131			201,969
Less: accumulated amortization		(83,199	)		(78,356	)
Intangible Real Estate Assets, Net	$	119,932		$	123,613


(In thousands)	March 31, 2025			December 31, 2024
Below-market leases	$	2,610		$	2,610
Less: Accumulated amortization		(1,672	)		(1,621	)
Intangible Real Estate Liabilities, Net	$	938		$	989

The value of acquired in-place leases amortized and included in depreciation and amortization expense was $4.3 million and $4.4 million for the three months ended March 31, 2025 and 2024, respectively. The value of above-market and below-market leases amortized as an adjustment to revenue was $0.3 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively. For the three months ended March 31, 2025 and 2024, lease incentive amortization was $0.2 million and $0.2 million, respectively.

At March 31, 2025, the total weighted average amortization period remaining for our intangible real estate assets and liabilities was 8.7 years, and the individual weighted average amortization period remaining for acquired in-place lease intangibles, above-market leases, below-market leases, lease incentives, and tenant improvement intangible was 8.5 years, 6.1 years, 10.1 years, 11.0 years, and 13.9 years, respectively.

Amortization of Lease Intangibles

The following table presents the estimated net impact during the next five years and thereafter related to the amortization of in-place lease intangibles, and above-market and below-market lease intangibles for properties held for investment.


(In thousands)	March 31,
2025 (Nine Months)	$	12,862
2026		15,659
2027		13,277
2028		10,815
2029		8,736
Thereafter		35,900
Total Future Amortization	$	97,249

NOTE 5 – LEASES

Operating Leases as Lessee

As a lessee we record right-of-use assets and lease liabilities for the two ground leases at our Kerrow Restaurant Operating Business and our corporate office space. The two ground leases have extension options, which we believe will be exercised and are included in the calculation of our lease liabilities and right-of-use assets. In calculating the lease obligations under both the ground leases and office lease, we used discount rates estimated to be equal to what the Company would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment.

Operating Lease Liability

Maturities of operating lease liabilities were as follows:


(In thousands)	March 31,
2025 (Nine Months)	$	290
2026		310
2027		319
2028		319
2029		319
Thereafter		4,112
Total Payments		5,669
Less: Interest		(1,691	)
Operating Lease Liability	$	3,978

The weighted-average discount rate for operating leases at March 31, 2025 was 4.49%. The weighted-average remaining lease term was 15.9 years.

Rental expense was $231 thousand and $227 thousand for the three months ended March 31, 2025 and 2024, respectively.

Operating Leases as Lessor

Our leases consist primarily of single-tenant, net leases, in which the tenants are responsible for making payments to third parties for operating expenses such as property taxes, insurance, and other costs associated with the properties leased to them. In leases where costs are paid by the Company and reimbursed by lessees, such payments are considered variable lease payments and recognized in rental revenue.

The following table shows the components of rental revenue.


	Three Months Ended March 31,
(In thousands)	2025		2024
Lease revenue - operating leases	$	60,742	$	55,888
Variable lease revenue (tenant reimbursements)		2,740		2,685
Total Rental Revenue	$	63,482	$	58,573

Future Minimum Lease Payments to be Received

The following table presents the scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases. The table presents future minimum lease payments due during the initial lease term only as lease renewal periods are exercisable at the option of the lessee.


(In thousands)	March 31,
2025 (Nine Months)	$	183,278
2026		244,960
2027		237,446
2028		211,358
2029		185,021
Thereafter		865,914
Total Future Minimum Lease Payments	$	1,927,977

Ground Leases as Lessee

As of both March 31, 2025 and December 31, 2024, the Company had finance ground lease assets aggregating $13.9 million. These assets are included in intangible real estate assets, net in the Consolidated Balance Sheets. The Company did not recognize a lease liability as no payments are due in the future under the leases. The Company’s ground lease assets have remaining terms ranging from 58.7 years to 93.8 years. All but two of these leases have options to extend certain of the lease terms for additional ninety-nine year terms, and all have the option to purchase the assets once certain conditions and contingencies are met. The weighted average remaining non-cancelable lease term for the ground leases was 88.8 years at March 31, 2025.

NOTE 6 – DEBT, NET OF DEFERRED FINANCING COSTS

At March 31, 2025, our debt consisted of (1) $590 million of non-amortizing term loans and (2) $625 million of senior, unsecured, fixed rate notes. At December 31, 2024, our debt consisted of (1) $515 million of non-amortizing term loans and (2) $625 million of senior, unsecured, fixed rate notes. At March 31, 2025 and December 31, 2024, we had outstanding borrowings of $0 million and $5 million, respectively, under the revolving credit facility, and there were no outstanding letters of credit. At March 31, 2025, we had $350 million of borrowing capacity under the revolving credit facility. The revolving credit facility will mature on February 1, 2029 with two six-month extension options. The weighted average interest rate on the term loans before consideration of the interest rate hedge described in Note 7 - Derivative Financial Instruments was 5.4% and 5.6% at March 31, 2025 and December 31, 2024, respectively.

Revolving Credit and Term Loan Agreement

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

Loans under the Credit Agreement accrue interest at a per annum rate equal to a SOFR rate plus a margin of 0.85% to 1.00%. The margin is based on the highest applicable credit rating on its senior, unsecured, long-term indebtedness. In the event that all or a portion of the principal amount of any loan borrowed pursuant to the Credit Agreement is not paid when due, interest will accrue at the rate that would otherwise be applicable thereto plus 2.00%. A facility fee at a rate of 0.20% per annum applies to the total revolving commitments available under the Credit Agreement.

The Credit Agreement contains customary events of default including, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default will limit the ability of the Company and FCPT OP to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral.

We reviewed the Credit Agreement in accordance with U.S. GAAP. This resulted in the capitalization of $6.7 million in new lender fees and third party costs, which will be amortized over the life of the new loans; $120 thousand in third-party fees were recorded to general and administrative expense. Where there were decreases in principal, $40 thousand of unamortized deferred financing costs were written off and recorded as interest expense. The remaining $3.5 million of original unamortized deferred financing costs will be amortized over the life of the new loans.

The following table presents the Term Loan balances under the Credit Agreement.


						Outstanding Balance
(Dollars in thousands)	Maturity Date	Interest Rate				March 31, 2025		December 31, 2024
Term Loans:
Term loan due 2025	Nov 2025	N/A			(a)	$	—	$	150,000
Term loan due 2026	Nov 2026		5.42	%	(a)(b)		100,000		100,000
Term loan due 2027	Feb 2027		5.37	%	(a)		90,000		90,000
Term loan due 2027	Mar 2027		5.37	%	(a)(b)		85,000		85,000
Term loan due 2028	Feb 2028		5.37	%	(a)		90,000		90,000
Term loan due 2029	Feb 2029		5.37	%	(a)(b)		225,000		—
Total Term Loans						$	590,000	$	515,000

(a)

Loan is a variable‑rate loan which resets at Daily Simple SOFR + 10 basis points + the applicable credit spread of 0.95% to 1.00% at March 31, 2025.

(b)

Loan has one twelve month extension option exercisable at the Company's discretion, subject to certain conditions.

Note Purchase Agreement

The following table presents the senior unsecured fixed rate notes balance.


					Outstanding Balance
(Dollars in thousands)	Maturity Date	Interest Rate			March 31, 2025		December 31, 2024
Notes Payable:
Senior unsecured fixed rate note, issued December 2018	Dec 2026		4.63	%		50,000		50,000
Senior unsecured fixed rate note, issued June 2017	Jun 2027		4.93	%		75,000		75,000
Senior unsecured fixed rate note, issued December 2018	Dec 2028		4.76	%		50,000		50,000
Senior unsecured fixed rate note, issued April 2021	Apr 2029		2.74	%		50,000		50,000
Senior unsecured fixed rate note, issued March 2020	Jun 2029		3.15	%		50,000		50,000
Senior unsecured fixed rate note, issued March 2020	Apr 2030		3.20	%		75,000		75,000
Senior unsecured fixed rate note, issued March 2022	Mar 2031		3.09	%		50,000		50,000
Senior unsecured fixed rate note, issued April 2021	Apr 2031		2.99	%		50,000		50,000
Senior unsecured fixed rate note, issued March 2022	Mar 2032		3.11	%		75,000		75,000
Senior unsecured fixed rate note, issued July 2023	Jul 2033		6.44	%		100,000		100,000
Total Notes					$	625,000	$	625,000

Debt Maturities

The following presents scheduled principal payments related to the Company’s debt.


(In thousands)	March 31,
Remainder of 2025	$	—
2026		150,000
2027		250,000
2028		140,000
2029		325,000
Thereafter		350,000
Total Scheduled Principal Payments	$	1,215,000

Deferred Financing Costs

At March 31, 2025 and December 31, 2024, term loan and revolving credit facility net unamortized deferred financing costs were approximately $9.8 million and $3.7 million, respectively. During the three months ended March 31, 2025 and 2024, amortization of deferred financing costs was $619 thousand and $432 thousand, respectively. Interest expense for the three months ended March 31, 2025 includes a one-time charge of $40 thousand for deferred financing costs expensed as a result of the execution of an amendment to the term loan agreement on January 31, 2025.

At March 31, 2025 and December 31, 2024, senior unsecured notes net unamortized deferred financing costs were approximately $3.2 million and $3.4 million, respectively. During the three months ended March 31, 2025 and 2024, amortization of deferred financing costs was $163 thousand and $206 thousand, respectively.

The Company was in compliance with all debt covenants at March 31, 2025 and December 31, 2024.

NOTE 7 – DERIVATIVE FINANCIAL INSTRUMENTS

Risk Management Objective of Using Derivatives

We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into derivative financial instruments to manage exposures that arise from business activities that result in our receipt or payment of future cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash payments principally related to our borrowings.

Cash Flow Hedges of Interest Rate Risk

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The change in the fair value of derivatives designated and that qualify as cash flow hedges is recorded on our consolidated balance sheet in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three months ended March 31, 2025 and 2024, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

As of March 31, 2025, $535 million of our variable-rate debt is hedged by swaps with notional values totaling $535 million. As of December 31, 2024, $435 million of our variable-rate debt was hedged by swaps with notional values totaling $435 million.

During the three months ended March 31, 2025, we entered into three interest rate swaps to hedge the interest rate variability associated with the term loan portion of our credit facility.

The Company 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.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. We estimate that over the next twelve months an additional $6.6 million will be reclassified to earnings as a reduction to interest expense.

Non-designated Hedges

We do not use derivatives for trading or speculative purposes. During the three months ended March 31, 2025 and 2024, we did not have any derivatives that were not designated as cash flow hedges for accounting purposes.

Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets

The table below presents the fair value of our derivative financial instruments as well as their classification on the consolidated balance sheet.


	Derivative Assets					Derivative Liabilities
		Fair Value at					Fair Value at
(Dollars in thousands)	Balance Sheet Location	March 31, 2025		December 31, 2024		Balance Sheet Location	March 31, 2025		December 31, 2024
Derivatives designated as hedging instruments:
Interest rate swaps	Derivative assets	$	15,008	$	20,733	Derivative liabilities	$	2,993	$	473
Total		$	15,008	$	20,733		$	2,993	$	473

Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statements of Comprehensive Income (Loss)

The table below presents the effect of our interest rate swaps on comprehensive income.


(Dollars in thousands)	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)			Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)			Total Amount of Interest Expense Presented in the Consolidated Statements of Income
Three Months Ended March 31, 2025	$	(5,947	)	Interest expense	$	(2,322	)	$	(12,731	)
Three Months Ended March 31, 2024		8,670		Interest expense		(3,102	)		(12,281	)

Tabular Disclosure Offsetting Derivatives

The table below presents a gross presentation, the effects of offsetting, and a net presentation of our derivatives at March 31, 2025 and December 31, 2024. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets.

Offsetting of Derivative Assets


	Gross Amounts of		Gross Amounts Offset in the Consolidated		Net Amounts of Assets Presented in the Consolidated		Gross Amounts Not Offset in the Consolidated Balance Sheet
(In thousands)	Recognized Assets		Balance Sheet		Balance Sheet		Financial Instruments			Cash Collateral Received		Net Amount
March 31, 2025	$	15,008	$	—	$	15,008	$	(1,896	)	$	—	$	13,112
December 31, 2024		20,733		—		20,733		(350	)		—		20,383

Offsetting of Derivative Liabilities


	Gross Amounts of		Gross Amounts Offset in the Consolidated		Net Amounts of Liabilities Presented in the Consolidated		Gross Amounts Not Offset in the Consolidated Balance Sheet
(In thousands)	Recognized Liabilities		Balance Sheet		Balance Sheet		Financial Instruments			Cash Collateral Posted		Net Amount
March 31, 2025	$	2,993	$	—	$	2,993	$	(1,896	)	$	—	$	1,097
December 31, 2024		473		—		473		(350	)		—		123

Credit-risk-related Contingent Features

The agreement with our derivative counterparties provides that if we default on any of our indebtedness, including default for which repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations.

At March 31, 2025 and December 31, 2024, the fair value of derivatives in a net asset position related to these agreements was $12.0 million and $20.3 million, respectively. As of March 31, 2025, we have not posted any collateral related to these agreements. If we or our counterparty had breached any of these provisions at March 31, 2025, we would have been entitled to the termination value of approximately $12.0 million.

NOTE 8 – SUPPLEMENTAL DETAIL FOR CERTAIN COMPONENTS OF CONSOLIDATED BALANCE SHEETS

Other Assets

The components of other assets were as follows:


(In thousands)	March 31, 2025		December 31, 2024
Accounts receivable	$	4,326	$	3,477
Operating lease right-of-use asset		3,270		3,402
Prepaid assets		2,464		1,522
Prepaid acquisition costs and deposits		1,497		1,222
Inventories		214		221
Restricted cash		—		—
Other		1,650		1,606
Total Other Assets	$	13,421	$	11,450

Other Liabilities

The components of other liabilities were as follows:


(In thousands)	March 31, 2025		December 31, 2024
Accrued interest expense	$	8,646	$	7,498
Operating lease liability		3,978		4,114
Accrued tenant property tax		2,844		2,505
Accounts payable		1,465		931
Accrued compensation		1,337		2,752
Tenant deposits		980		1,015
Intangible real estate liabilities, net		938		989
Accrued operating expenses		374		254
Other		1,875		1,720
Total Other Liabilities	$	22,437	$	21,778

NOTE 9 – INCOME TAXES

Income tax expense consists of federal, state, and local income taxes incurred by FCPT’s TRS, and state and local income taxes incurred by FCPT on its lease portfolio. During the three months ended March 31, 2025 and 2024, we recorded income tax expense of $63 thousand and $27 thousand, respectively.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes, as well as operating loss and tax credit carryforwards. The Company evaluates the realizability of its deferred tax assets and recognizes a valuation allowance if, based on the available evidence, both positive and negative, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the realizability of its deferred tax assets, the Company considers, among other matters, estimates of expected future taxable income, nature of current and cumulative losses, existing and projected book/tax differences, tax planning strategies available, and the general and industry specific economic outlook. This realizability analysis is inherently subjective, as it requires the Company to forecast its business and general economic environment in future periods. During the three months ended March 31, 2025, $55 thousand was recorded as a deferred tax benefit related to routine book-tax differences within income tax expense in the Consolidated Statements of Income. During the three months ended March 31, 2024, $72 thousand was recorded as a deferred tax benefit within income tax expense in the Consolidated Statements of Income.

NOTE 10 – EQUITY

Preferred Stock

At March 31, 2025 and December 31, 2024, the Company was authorized to issue 25,000,000 shares, $0.0001 par value per share of preferred stock. There were no shares issued and outstanding at March 31, 2025 and December 31, 2024.

Common Stock

At March 31, 2025 and December 31, 2024, the Company was authorized to issue 500,000,000 shares, $0.0001 par value per share of common stock. At March 31, 2025, there were 99,972,006 shares of the Company's common stock issued and outstanding.

On March 10, 2025, we declared a dividend of $0.3550 per share, which was paid in April 2025 to common stockholders of record as of March 31, 2025.

Common Stock Issuance Under the At-The-Market Program

On September 17, 2024, the Company entered into a new ATM program (the "ATM program"), pursuant to which shares of the Company’s common stock having an aggregate gross sales price of up to $500.0 million may be offered and sold (1) by the Company to, or through, a consortium of banks acting as its sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, by privately negotiated transactions (including block sales) or by any other methods permitted by applicable law. The ATM program replaces the Company's previous $450.0 million ATM program (the "prior ATM program" and, together with the ATM program, the "ATM programs"), which was established in November 2022, under which the Company had sold shares of its common stock having an aggregate gross sales

price of $404.8 million through September 17, 2024. In connection with the Company’s ATM programs, the Company may enter into forward sale agreements with certain financial institutions acting as forward purchasers whereby, at the Company's discretion, the forward purchasers may borrow and sell shares of common stock. The use of forward sale agreements allows the Company to lock in a share price on the sale of shares of common stock at the time the respective forward sale agreements are executed but defer settling the forward sale agreements and receiving the proceeds from the sale of shares until a later date.

The following tables present the Company’s activity under its ATM programs:


Three Months Ended March 31, 2025
	Shares		Gross Wtd Avg Sales Price		Net Wtd Avg Sales Price		Net Proceeds (1) ($ in thousands)
Executed forward sale agreements		5,266,452	$	28.30	n/a		n/a
Physically settled forward sale agreements		—	$	—	$	—	$	—
Total shares sold and issued under the ATM programs		—	$	—	$	—	$	—

(1)

Net proceeds, after sales commissions and offering expenses


Three Months Ended March 31, 2024
	Shares		Gross Wtd Avg Sales Price		Net Wtd Avg Sales Price		Net Proceeds (1) ($ in thousands)
Executed forward sale agreements		—	$	—	n/a		n/a
Physically settled forward sale agreements		—	$	—	$	—	$	—
Total shares sold and issued under the ATM programs		280,914	$	25.02	$	24.56	$	6,899

(1)

Net proceeds, after sales commissions and offering expenses

At March 31, 2025, the Company had outstanding forward sale agreements to sell 8,797,027 shares of common stock at a weighted average sales price of $28.29 before sales commission and offering expenses.

At March 31, 2025, there was $231.9 million available for issuance under the ATM programs.

Noncontrolling Interest

At March 31, 2025, there were 114,559 FCPT Operating Partnership Units (“OP units”) outstanding held by third parties. During the three months ended March 31, 2025, FCPT OP did not issue any OP units for consideration in real estate transactions. Generally, OP units participate in net income allocations and distributions and entitle their holder the right, subject to the terms set forth in the partnership agreement, to require FCPT OP to redeem all or a portion of the OP units held by such limited partner. At FCPT OP’s option, it may satisfy this redemption with cash or by exchanging non-registered shares of FCPT common stock on a one-for-one basis. Prior to the redemption of OP units, the limited partners participate in net income allocations and distributions in a manner equivalent to the common stockholders. The redemption value of outstanding non-controlling interest OP units was $3.3 million and $3.1 million as of March 31, 2025 and December 31, 2024, respectively.

At March 31, 2025, FCPT was the owner of approximately 99.89% of FCPT’s OP units. The remaining 0.11%, or 114,559 of FCPT’s OP units were held by unaffiliated limited partners. During the three months ended March 31, 2025, FCPT OP distributed $41 thousand to its unaffiliated limited partners.

Earnings Per Share

The following table presents the computation of basic and diluted net earnings per common share.


	Three Months Ended March 31,
(In thousands except for shares and per share data)	2025		2024
Average common shares outstanding – basic		99,708,806		91,719,475
Net effect of dilutive equity awards		363,212		210,285
Average common shares outstanding – diluted		100,072,018		91,929,760
Net income available to common shareholders	$	26,156	$	24,044
Basic net earnings per share	$	0.26	$	0.26
Diluted net earnings per share	$	0.26	$	0.26

For the three months ended March 31, 2025 and 2024, the number of outstanding equity awards that were anti-dilutive totaled 468,072 and 402,825, respectively.

Exchangeable OP units have been omitted from the denominator for the purpose of computing diluted earnings per share since FCPT OP, at its option, may satisfy a redemption with cash or by exchanging non-registered shares of FCPT common stock. The

weighted average exchangeable OP units outstanding for the three months ended March 31, 2025 and 2024 was 114,559 and 114,559, respectively.

NOTE 11 – STOCK-BASED COMPENSATION

On June 10, 2022, the Board of Directors of FCPT adopted, and FCPT’s stockholders approved, the Amended and Restated Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan (the “Amended Plan”) to, among other things, increase the maximum number of shares of our common stock reserved for issuance under the 2015 Plan by 1,500,000 shares to 3,600,000 shares.

At March 31, 2025, 1,121,407 shares of common stock were available for award under the Plan. The unamortized compensation cost of awards issued under the Plan totaled approximately $13.6 million at March 31, 2025 as shown in the following table.

Equity Compensation Costs by Award Type


(In thousands)	Restricted Stock Units			Restricted Stock Awards			Performance Stock Awards			Total
Unrecognized compensation cost at January 1, 2025	$	1,861		$	3,129		$	3,166		$	8,156
Equity grants		1,360			4,075			2,839			8,274
Equity grant forfeitures		—			(38	)		—			(38	)
Equity compensation expense		(475	)		(1,673	)		(612	)		(2,760	)
Unrecognized Compensation Cost at March 31, 2025	$	2,746		$	5,493		$	5,393		$	13,632

At March 31, 2025, the weighted average amortization period remaining for all of our equity awards was 2.3 years.

Restricted Stock Units

RSUs have been granted at a value equal to the five-day average or day of closing market price of our common stock on the date of grant, and will be settled in stock at the end of their vesting periods, which range between one and five years.

At March 31, 2025 and December 31, 2024, there were 277,577 and 243,685 RSUs outstanding, respectively. During the three months ended March 31, 2025, 53,383 RSUs were granted, 19,491 RSUs vested, and no RSUs were forfeited. Restrictions on these RSUs lapse through 2029.

Restricted Stock Awards

RSAs have been granted at a value equal to the five-day average closing market price of our common stock on the date of grant and will be settled in stock at the end of their vesting periods, which range between one and three years.

At March 31, 2025 and December 31, 2024, there were 229,945 and 225,582 RSAs outstanding, respectively. During the three months ended March 31, 2025, 148,243 RSAs were granted and 1,504 RSAs were forfeited. There were 142,376 RSAs vested, of which 67,964 were designated for tax withholdings. Restrictions on these RSAs lapse through 2028. The Company expects all RSAs to vest.

Performance-Based Restricted Stock Awards

At March 31, 2025 and December 31, 2024, the target number of PSUs that were unvested was 273,600 and 245,004, respectively. During the three months ended March 31, 2025, PSUs with a target number of 92,662 shares were granted and no shares were forfeited. During the three months ended March 31, 2025, PSUs with a target number of 64,066 vested with a total shareholder return of 108.4%, resulting in the distribution of 69,451 shares.

The performance period of the unvested grants run from January 1, 2025 through December 31, 2027, January 1, 2024 through December 31, 2026, and from January 1, 2023 through December 31, 2025. Pursuant to the PSU award agreement, each participant is eligible to vest in and receive shares of the Company's common stock based on the initial target number of shares granted multiplied by a percentage range between 0% and 200%. The percentage range is based on the attainment of a combination of relative shareholder return and total shareholder return of the Company compared to certain specified peer groups of companies during the performance period. The fair value of the performance shares were estimated on the date of grant using a Monte Carlo Simulation model.

The grant date fair values of PSUs were determined through Monte-Carlo simulations using the following assumptions: our common stock closing price at the grant date, the average closing price of our common stock price for the 20 trading days prior to the grant date and a range of performance-based vesting based on estimated total stockholder return over a three year performance period. For the 2025 PSU grant, the Company used an implied volatility assumption of 21.0% (based on historical volatility), risk free rate of 4.0%, and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs).

Based on the grant date fair value, the Company expects to recognize $5.4 million in compensation expense on a straight-line basis over the remaining requisite service period associated with the unvested PSU awards.

NOTE 12 – FAIR VALUE MEASUREMENTS

The carrying amounts of certain of the Company’s financial instruments including cash equivalents, accounts receivable, accounts payable, accrued liabilities, and derivative financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates. The carrying value of derivative financial instruments equal fair value in accordance with U.S. GAAP. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate hierarchy disclosures each reporting period.

The following table presents the assets and liabilities recorded that are reported at fair value on our Consolidated Balance Sheets on a recurring basis.

Derivative Assets and Liabilities Measured at Fair Value on a Recurring Basis


March 31, 2025
(In thousands)	Level 1		Level 2		Level 3		Total
Assets
Derivative assets	$	—	$	15,008	$	—	$	15,008
Liabilities
Derivative liabilities	$	—	$	2,993	$	—	$	2,993


December 31, 2024
(In thousands)	Level 1		Level 2		Level 3		Total
Assets
Derivative assets	$	—	$	20,733	$	—	$	20,733
Liabilities
Derivative liabilities	$	—	$	473	$	—	$	473

Derivative Financial Instruments

Currently, we use interest rate swaps to manage our interest rate risk associated with our notes payable. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

The fair values of interest rate options are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

To comply with the provisions of ASC 820, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by ourselves and our counterparties. We have determined that the significance of the impact of the credit valuation adjustments made to our derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of our derivatives held at March 31, 2025, and December 31, 2024 were classified as Level 2 of the fair value hierarchy.

The following table presents the carrying value and fair value of certain financial liabilities that are recorded on our Consolidated Balance Sheets.

Fair Value of Certain Financial Liabilities


	March 31, 2025				December 31, 2024
(In thousands)	Carrying Value(1)		Fair Value		Carrying Value(1)		Fair Value
Term loan due November 2025	$	—	$	—	$	150,000	$	149,913
Term loan due November 2026		100,000		99,977		100,000		100,112
Term loan due February 2027		90,000		89,807		90,000		89,902
Term loan due March 2027		85,000		85,812		85,000		86,027
Term loan due February 2028		90,000		90,521		90,000		90,744
Term loan due February 2029		225,000		223,981		—		—
Senior fixed note due December 2026		50,000		49,674		50,000		49,432
Senior fixed note due June 2027		75,000		74,730		75,000		74,248
Senior fixed note due December 2028		50,000		49,397		50,000		48,788
Senior fixed note due April 2029		50,000		45,848		50,000		45,003
Senior fixed note due June 2029		50,000		46,392		50,000		45,566
Senior fixed note due April 2030		75,000		68,530		75,000		67,137
Senior fixed note due March 2031		50,000		43,789		50,000		42,733
Senior fixed note due April 2031		50,000		44,199		50,000		43,172
Senior fixed note due March 2032		75,000		65,548		75,000		63,965
Senior fixed note due July 2033		100,000		107,229		100,000		105,308
Revolving credit facility due February 2029		—		—		5,000		4,997

(1)

Carrying values exclude deferred financing costs

The fair value of the debt (Level 2) is determined using the present value of the contractual cash flows, discounted at the current market cost of debt.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Litigation

We are subject to private lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. A number of these lawsuits, proceedings and claims may exist at any given time. These matters typically involve claims from guests, employee wage and hour claims and others related to operational issues common to the restaurant industry. We record our best estimate of a loss when the loss is considered probable. When a liability is probable and there is a range of estimated loss with no best estimate in the range, we record the minimum estimated liability related to the lawsuits, proceedings or claims. While the resolution of a lawsuit, proceeding or claim may have an impact on our financial results for the period in which it is resolved, we believe that the maximum liability related to probable lawsuits, proceedings and claims in which we are currently involved, individually and in the aggregate, will not have a material adverse effect on our financial position, results of operations or liquidity.

NOTE 14 – SEGMENTS

During the three months ended March 31, 2025 and 2024, we operated in two segments: real estate operations and restaurant operations. In our real estate operations, we lease 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. In our restaurant operations, we operate seven LongHorn Steakhouse restaurants located in the San Antonio, Texas area.

Our chief operating decision maker evaluates performance of the real estate operations based on Adjusted Funds from Operations (“AFFO”) and evaluates performance of the restaurant operations based on Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA") in order to determine how to allocate resources to these segments. We define AFFO as total real estate operations segment revenues, less total segment operating expenses. We define EBITDA as total restaurant operations segment revenues less total segment operating expenses. We consider these respective measures useful because they allow investors, analysts and our management to measure our year-over-year ability to fund dividend distribution from operating activities. In order to facilitate a clear understanding of our historical consolidated operating results, AFFO and EBITDA should be examined in conjunction with net income as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Report.

Our segments are based on our organizational and management structure, which aligns with how our results are monitored and performance is assessed. The accounting policies of the reportable segments are the same as those described in Note 2 - Summary of Significant Accounting Policies.

The following table presents financial information for the real estate operations segment.


	Three Months Ended March 31,
(In thousands)	2025			2024
Revenues:
Real estate operations revenue	$	63,461		$	58,171
Segment revenue		63,461			58,171
Operating expenses:
Interest expense		11,949			11,643
Other segment items, net (1)		7,829			7,473
AFFO	$	43,683		$	39,055
Reconciliation to Segment net income:
Depreciation and amortization		(14,222	)		(13,279	)
Stock-based compensation		(2,760	)		(1,640	)
Straight-line rent		726			1,174
Non-cash amortization of deferred financing costs		(782	)		(638	)
Other non-cash revenue adjustments		(486	)		(555	)
Segment Net Income	$	26,159		$	24,117

(1)

Other segment items, net includes: compensation and related expenses, external services, other operating costs, property expenses, other income, net, and income tax expense

The following table presents financial information for the restaurant operations segment.


	Three Months Ended March 31,
(In thousands)	2025			2024
Revenues:
Restaurant operations revenue	$	7,994		$	7,894
Segment revenue		7,994			7,894
Operating expenses:
Cost of goods sold		6,237			6,297
Other segment items, net (1)		1,537			1,484
EBITDA	$	220		$	113
Reconciliation to Segment net income (loss):
Depreciation and amortization		(207	)		(188	)
Income tax benefit		14			32
Segment Net Income (Loss)	$	27		$	(43	)

(1)

Other segment items, net includes: franchise fees, rent and property tax expense, and administrative expense

The following table reconciles the segment revenues to our total revenues.


	Three Months Ended March 31,
(In thousands)	2025		2024
Revenues:
Real estate operations revenue	$	63,461	$	58,171
Restaurant operations revenue		7,994		7,894
Other		21		402
Total Revenues	$	71,476	$	66,467

The following table reconciles the segment revenues to our net income.


	Three Months Ended March 31,
(In thousands)	2025		2024
Segment net income:
Real estate operations	$	26,159	$	24,117
Restaurant operations		27		(43	)
Net Income	$	26,186	$	24,074

The following table presents supplemental information by segment.

Supplemental Segment Information at March 31, 2025


(In thousands)	Real Estate Operations			Restaurant Operations			Total
Total real estate investments	$	3,232,450		$	22,230		$	3,254,680
Accumulated depreciation		(777,601	)		(7,342	)		(784,943	)
Total real estate investments, net	$	2,454,849		$	14,888		$	2,469,737
Cash and cash equivalents	$	20,983		$	1,280		$	22,263
Total assets	$	2,689,185		$	21,967		$	2,711,152
Total debt, net of deferred financing costs	$	1,201,959		$	—		$	1,201,959

Supplemental Segment Information at December 31, 2024


(In thousands)	Real Estate Operations			Restaurant Operations			Total
Total real estate investments	$	3,175,813		$	22,831		$	3,198,644
Accumulated depreciation		(767,716	)		(7,789	)		(775,505	)
Total real estate investments, net	$	2,408,097		$	15,042		$	2,423,139
Cash and cash equivalents	$	2,985		$	1,096		$	4,081
Total assets	$	2,631,171		$	21,855		$	2,653,026
Total debt, net of deferred financing costs	$	1,137,889		$	—		$	1,137,889

Capital expenditures in our Consolidated Statements of Cash Flows relate to the real estate operations segment.

NOTE 15 – SUBSEQUENT EVENTS

The Company reviewed its subsequent events and transactions that have occurred after March 31, 2025, the date of the Consolidated Balance Sheet, through May 1, 2025, and noted the following:

Acquisitions & Disposals

The Company invested $13.2 million in the acquisition of five net lease properties with an investment yield of approximately 6.8%, and approximately 11.4 years of lease term remaining. The Company funded the acquisitions with cash on hand. The Company anticipates accounting for the transactions as asset acquisitions in accordance with U.S. GAAP. There was no contingent liability associated with the transactions at March 31, 2025.

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

Forward-Looking Statements

Statements contained in this Quarterly Report on Form 10-Q, including the documents that are incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Also, when Four Corners Property Trust, Inc. (the “Company”) uses any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, Four Corners Property Trust, Inc. is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements. Certain factors that could cause actual results or events to differ materially from those anticipated or projected are described in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission.

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

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and related notes included in the Annual Report on Form 10-K of Four Corners Property Trust, Inc. for the year ended December 31, 2024. Any references to “FCPT,” “the Company,” “we,” “us,” or “our” refer to Four Corners Property Trust, Inc. as an independent, publicly traded, self-administered company.

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

Overview

We are a Maryland corporation and a real estate investment trust (“REIT”) which owns, acquires and leases properties for use in the restaurant and retail industries. Substantially all of our business is conducted through Four Corners Operating Partnership, LP (“FCPT OP”), a Delaware limited partnership of which we are a majority limited partner and our wholly owned subsidiary, Four Corners GP, LLC (“FCPT GP”), is its sole general partner. We believe that we have operated in conformity with the requirements for qualification and taxation as a REIT for the taxable year ended December 31, 2024, and we intend to continue to operate in a manner that will enable us to maintain our qualification as a REIT.

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

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

During the three months ended March 31, 2025, FCPT acquired 23 properties for a total investment value of $57.8 million, including transaction costs. These properties are 100% occupied under net leases with a weighted average remaining lease term of 7.3 years.

At March 31, 2025, our lease portfolio had the following characteristics:

•

1,221 properties located in 47 states and representing an aggregate leasable area of 8.2 million square feet;

•

99.4% occupancy (based on leasable square footage);

•

An average remaining lease term of 7.3 years (weighted by annualized base rent);

•

An average annual rent escalation of 1.4% through December 31, 2030 (weighted by annualized base rent);

•

99.5% of the contractual base rent collected for the three months ended March 31, 2025; and

•

54.7% investment-grade tenancy (weighted by annualized base rent).

Analysis of Results of Operations

We operate in two segments: real estate operations and restaurant operations. The following discussion includes the results of our operations for the three months ended March 31, 2025 and 2024 as summarized in the table below:


	Three Months Ended March 31,
(In thousands)	2025			2024
Revenues:
Rental revenue	$	63,482		$	58,573
Restaurant revenue		7,994			7,894
Total revenues		71,476			66,467
Operating expenses:
General and administrative		7,639			6,213
Depreciation and amortization		14,429			13,467
Property expenses		3,265			3,081
Restaurant expenses		7,555			7,564
Total operating expenses		32,888			30,325
Interest expense		(12,731	)		(12,281	)
Other income		392			240
Income tax expense		(63	)		(27	)
Net income		26,186			24,074
Net income attributable to noncontrolling interest		(30	)		(30	)
Net Income Attributable to Common Shareholders	$	26,156		$	24,044

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Real Estate Operations

Rental Revenue

Rental revenue increased $4.9 million, or 8.4%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This change was due primarily to the acquisition of 106 leased properties during the year-over-year period from April 1, 2024 through March 31, 2025. During the three months ended March 31, 2025, we recognized variable lease revenue, including costs paid by the lessor and reimbursed by the lessees within rental revenue of $2.7 million as compared to $2.7 million during the three months ended March 31, 2024. These amounts are also recognized in property expenses.

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

General and Administrative Expense

General and administrative expense is comprised of costs associated with personnel, office rent, legal, accounting, information technology, and other professional and administrative services in association with our real estate operations, our REIT structure and public company reporting requirements. General and administrative expenses increased $1.4 million, or 23.0%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to an increase in stock-based compensation expense. General and administrative expense, after excluding stock-based compensation, for the three months ended March 31, 2025 was $4.9 million, compared to $4.6 million of general and administrative expense, after excluding stock-based compensation, for the three months ended March 31, 2024.

Depreciation and Amortization Expense

Depreciation and amortization expense represents the depreciation on real estate investments and equipment that have estimated lives ranging from 2 to 55 years. Depreciation and amortization increased by approximately $1.0 million, or 7.1%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, due to the acquisition of 106 properties, during the year-over-year period from April 1, 2024 through March 31, 2025.

Property Expense

We record all tenant expenses, both reimbursed and non-reimbursed, to property expense. We also record initial direct costs (lease negotiation and other previously capitalizable transaction expenses) as property expenses. Other property expenses consist of expenses incurred on vacant properties, abandoned deal costs, lease transaction costs, property-level expenses and franchise taxes. During the three months ended March 31, 2025, we recorded property expenses of $3.3 million, of which $2.7 million was reimbursed by tenants. During the three months ended March 31, 2024, we recorded property expenses of $3.1 million, of which $2.7 million was reimbursed by tenants.

Interest Expense

We incur interest expense on our $590 million of term loans, any outstanding borrowings on our revolving credit facility, interest rate swaps, and our $625 million of senior fixed rate notes. Interest expense increased by $0.5 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to the issuance of the additional $85 million in March 2024 and $75 million net increase in term loans in January 2025, which was partially offset by a reduction of interest expense due to the repayment of the $50 million senior unsecured fixed rate note and lower utilization of the revolving credit facility.

Realized Gain on Sale, Net

During the three months ended March 31, 2025 and 2024, no properties were sold.

Income Taxes

During the three months ended March 31, 2025 and 2024, our income tax expense was $77 thousand and $59 thousand, respectively. The income tax expense on real estate operations consists of state, and local income taxes incurred by FCPT on its lease portfolio. As FCPT acquires additional properties in states subject to state income taxes, income tax expense will continue to increase.

Restaurant Operations

Restaurant revenues increased by $0.1 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to higher net pricing, partially offset by less foot traffic as a result of city construction projects outside two locations and temporary closure for roof repairs at one location.

Total restaurant expenses decreased by $9 thousand, or 0.1%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to decreased food costs and improved staffing, partially offset by an increase in property taxes and insurance rates.

During the three months ended March 31, 2025, the Company recorded an income tax benefit of $14 thousand at the Kerrow Restaurant Operating Business, compared to an income tax benefit of $32 thousand for the three months ended March 31, 2024, primarily due to routine book to tax differences.

Critical Accounting Policies and Estimates

The preparation of FCPT’s Consolidated Financial Statements in conformance with U.S. GAAP 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. A summary of FCPT’s critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2024 in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates.” Management believes those critical accounting policies, among others, affect our more significant estimates and assumptions used in the preparation of our Consolidated Financial Statements.

New Accounting Standards

A discussion of new accounting standards and the possible effects of these standards on our Consolidated Financial Statements is included in Note 2 - Summary of Significant Accounting Policies of our Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Liquidity and Financial Condition

At March 31, 2025, we had $22.3 million of cash and cash equivalents and $350 million of borrowing capacity under our revolving credit facility, which expires on February 1, 2029, subject to our ability to extend the term for two additional six-month periods to February 1, 2030. The revolving credit facility provides for a letter of credit sub-limit of $25 million. See Note 6 - Debt, Net of Deferred Financing Costs included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information. As of March 31, 2025, we had no outstanding borrowings under the revolving credit facility. At March 31, 2025, the weighted average interest rate on the term loans, after consideration of the interest rate hedges, was 3.87%.

We reviewed the term loan and revolving debt arrangements by lender and accounted for the term loan and revolving credit facility amendment in accordance with U.S. GAAP. This resulted in the capitalization of $6.7 million in new lender fees and third party costs, which will be amortized over the life of the new loans; $120 thousand in third-party fees were recorded to general and administrative expense. Where there were decreases in principal, $40 thousand of unamortized deferred financing costs were written off and recorded as interest expense. The remaining $3.5 million of original unamortized deferred financing costs will be amortized over the life of the new loans.

We have entered into the following interest rate swaps to hedge the interest rate variability associated with the term loan portion of our credit facility. These hedging agreements were entered into to mitigate the interest rate risk inherent in FCPT OP’s variable rate debt and not for trading purposes. These swaps are accounted for as cash flow hedges with all interest income and expense recorded as a component of net income and other valuation changes recorded as a component of other comprehensive income.

     Product

     Notional Amount 
($ in thousands)

     Effective Date

     Maturity Date

     Fixed Rate to Pay

     Variable Rate to Receive

Swap

50,000

10/25/2022

11/9/2025

0.44%

Daily Simple SOFR + 10 bps

Swap

25,000

11/9/2022

11/9/2025

2.70%

Daily Simple SOFR + 10 bps

Swap

25,000

3/9/2023

11/9/2026

4.12%

Daily Simple SOFR + 10 bps

Swap

150,000

11/9/2023

11/9/2025

0.82%

Daily Simple SOFR + 10 bps

Swap

25,000

11/9/2023

11/9/2026

3.65%

Daily Simple SOFR + 10 bps

Swap

25,000

11/9/2023

11/9/2028

4.25%

Daily Simple SOFR + 10 bps

Swap

25,000

11/13/2023

11/9/2028

4.42%

Daily Simple SOFR + 10 bps

Swap

25,000

4/9/2024

4/9/2029

4.04%

Daily Simple SOFR + 10 bps

Swap

30,000

4/9/2024

4/9/2029

3.91%

Daily Simple SOFR + 10 bps

Swap

30,000

4/9/2024

4/9/2029

3.88%

Daily Simple SOFR + 10 bps

Swap

25,000

11/9/2024

11/9/2029

3.97%

Daily Simple SOFR + 10 bps

Swap

25,000

1/31/2025

1/31/2030

3.81%

Daily Simple SOFR + 10 bps

Swap

25,000

1/31/2025

1/31/2030

3.80%

Daily Simple SOFR + 10 bps

Swap

25,000

1/31/2025

1/31/2030

3.09%

Daily Simple SOFR + 10 bps

Swap (1)

25,000

3/19/2025

3/9/2030

3.79%

Daily Simple SOFR + 10 bps

Swap

50,000

11/10/2025

11/9/2027

1.48%

Daily Simple SOFR + 10 bps

Swap

50,000

11/10/2025

11/9/2027

1.54%

Daily Simple SOFR + 10 bps

Swap

25,000

11/10/2025

11/9/2028

2.25%

1 month Term SOFR

Swap

50,000

11/10/2025

11/9/2028

1.49%

Daily Simple SOFR + 10 bps

Swap

50,000

11/10/2025

11/9/2028

2.02%

Daily Simple SOFR + 10 bps

Swap (1)

25,000

11/9/2026

11/9/2030

3.75%

Daily Simple SOFR + 10 bps

Swap (1)

25,000

11/9/2026

11/9/2031

3.87%

Daily Simple SOFR + 10 bps

(1)

During the first three months of 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 debt.

The Company has issued the following $625 million of senior unsecured fixed rate notes in private placements pursuant to note purchase agreements with the various purchasers.


	Maturity	Interest			Outstanding Balance
($ in thousands)	Date	Rate			March 31, 2025
Notes Payable:
Senior unsecured fixed rate note, issued December 2018	Dec 2026		4.63	%	$	50,000
Senior unsecured fixed rate note, issued June 2017	Jun 2027		4.93	%		75,000
Senior unsecured fixed rate note, issued December 2018	Dec 2028		4.76	%		50,000
Senior unsecured fixed rate note, issued April 2021	Apr 2029		2.74	%		50,000
Senior unsecured fixed rate note, issued March 2020	Jun 2029		3.15	%		50,000
Senior unsecured fixed rate note, issued March 2020	Apr 2030		3.20	%		75,000
Senior unsecured fixed rate note, issued March 2022	Mar 2031		3.09	%		50,000
Senior unsecured fixed rate note, issued April 2021	Apr 2031		2.99	%		50,000
Senior unsecured fixed rate note, issued March 2022	Mar 2032		3.11	%		75,000
Senior unsecured fixed rate note, issued July 2023	Jul 2033		6.44	%		100,000
Total Senior Unsecured Fixed Rate Notes					$	625,000

Capital Resources and Financing Strategy

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

We have an effective shelf registration statement on file with the SEC under which we may issue equity financing through the instruments and on the terms most attractive to us at such time. On September 17, 2024, 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 $450.0 million ATM program (the "prior ATM program" and, together with the ATM program, the "ATM programs"), which was established in November 2022, under which the Company had sold shares of its common stock having an aggregate gross sales price of $404.8 million through September 17, 2024. In connection with the Company’s ATM programs, the Company may enter into forward sale agreements with certain financial institutions acting as forward purchasers whereby, at the Company's discretion, the forward purchasers may borrow and sell shares of common stock. The use of forward sale agreements allows the Company to lock in a share price on the sale of shares of common stock at the time the respective forward sale agreements are executed but defer settling the forward sale agreements and receiving the proceeds from the sale of shares until a later date.

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

During the three months ended March 31, 2025, the Company had the following activity under its ATM program, the net proceeds of which were employed to fund acquisitions and for general corporate purposes.


Three Months Ended March 31, 2025
	Shares		Gross Wtd Avg Sales Price		Net Wtd Avg Sales Price		Net Proceeds (1) ($ in thousands)
Executed forward sale agreements		5,266,452	$	28.30	n/a		n/a
Physically settled forward sale agreements		—	$	—	$	—	$	—
Total shares sold and issued under the ATM programs		—	$	—	$	—	$	—

(1)

Net proceeds, after sales commissions and offering expenses

At March 31, 2025, there was $231.9 million available for issuance under the ATM programs.

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

We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, we cannot be assured that we will have access to the capital markets at times and at terms that are acceptable to us. We expect that our primary uses of capital will be for property and other asset acquisitions 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 U.S. GAAP net income to National Association of Real Estate Investment Trusts (“NAREIT”) funds from operations (“FFO”) and adjusted funds from operations (“AFFO”).


	Three Months Ended March 31,
(In thousands, except share and per share data)	2025			2024
Net income	$	26,186		$	24,074
Depreciation and amortization on real estate investments		14,392			13,430
FFO (as defined by NAREIT)	$	40,578		$	37,504
Straight-line rent		(726	)		(1,174	)
Deferred income tax benefit (1)		(55	)		(72	)
Stock-based compensation		2,760			1,640
Non-cash amortization of deferred financing costs		782			638
Non-real estate investment depreciation		37			37
Other non-cash revenue adjustments		486			555
Adjusted Funds from Operations (AFFO)	$	43,862		$	39,128

Fully diluted shares outstanding (2)		100,186,577			92,044,319

FFO per diluted share	$	0.41		$	0.41

AFFO per diluted share	$	0.44		$	0.43

(1)

Amount represents non-cash deferred income tax benefit recognized in the three months ended March 31, 2025 and 2024 for income tax benefit at the Kerrow Restaurant Business.

(2)

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

Non-GAAP Definitions

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

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

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

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

Transaction costs incurred in connection with business combinations

Straight-line rent revenue adjustment


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


591 Redwood Highway,	Suite 3215,	Mill Valley,	CA	94941
(Address of principal executive offices)


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


Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐
Smaller reporting company	☐	Emerging growth company	☐


		Page
Part I	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets at March 31, 2025 (unaudited) and December 31, 2024	1
	Consolidated Statements of Income for the Three Months Ended March 31, 2025 and 2024 (unaudited)	2
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2025 and 2024 (unaudited)	3
	Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2025 and 2024 (unaudited)	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited)	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33

Part II	OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosure	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
	Index to Exhibits	35
	Signatures	36


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


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


Exhibit Number		Description
3.1		Articles of Amendment and Restatement of Four Corners Property Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 27, 2015).
3.2.1		Four Corners Property Trust, Inc. Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on March 10, 2023).
3.2.2		Four Corners Property Trust, Inc. First Amendment to the Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 31, 2023).
10.1		Fourth Amended and Restated Revolving Credit and Term Loan Agreement, dated January 31, 2025, among Four Corners Operating Partnership, LP, Four Corners Property Trust, Inc., certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 31, 2025).
31 (a)*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31 (b)*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 (a)*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32 (b)*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover page formatted as Inline XBRL and contained in Exhibit 101




		FOUR CORNERS PROPERTY TRUST, INC.


Dated:	May 1, 2025	By:	/s/ William H. Lenehan
			William H. Lenehan
			President and Chief Executive Officer
			(Principal Executive Officer)


Dated:	May 1, 2025	By:	/s/ Patrick L. Wernig
			Patrick L. Wernig
			Chief Financial Officer
			(Principal Financial Officer)


Dated:	May 1, 2025	By:	/s/ Niccole M. Stewart
			Niccole M. Stewart
			Chief Accounting Officer
			(Principal Accounting Officer)