NOTE 10 – EQUITY

Preferred Stock

At June 30, 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 June 30, 2025 and December 31, 2024.

Common Stock

At June 30, 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 June 30, 2025, there were 102,230,784 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.

On June 9, 2025, we declared a dividend of $0.3550 per share, which was paid in July 2025 to common stockholders of record as of June 30, 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.

At June 30, 2025, the Company had outstanding forward sale agreements to sell 7,397,351 shares of common stock at a weighted average sales price of $28.24 before sales commission and offering expenses.

At June 30, 2025, there was $194.4 million available for issuance under the ATM programs.

Noncontrolling Interest

At June 30, 2025, there were 114,559 FCPT Operating Partnership Units (“OP units”) outstanding held by third parties. During the six months ended June 30, 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 $3.1 million as of June 30, 2025 and December 31, 2024, respectively.

At June 30, 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 and six months ended June 30, 2025, FCPT OP distributed $41 thousand and $81 thousand to its unaffiliated limited partners, respectively.

Earnings Per Share

For the three months ended June 30, 2025 and 2024, the number of outstanding equity awards that were anti-dilutive totaled 480,978 and 462,388, respectively. For the six months ended June 30, 2025 and 2024, the number of outstanding equity awards that were anti-dilutive totaled 451,616 and 436,023, 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 and six months ended June 30, 2025 and 2024 was 114,559, respectively.