v3.26.1
Debt
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Debt
5.
Debt

Credit Facilities

On August 13, 2024, FNLR OP (the “Credit Facilities Borrower”) entered into a credit agreement (as amended on July 25, 2025, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with the Company, as guarantor, the other guarantors party thereto (together with the Company, the “Guarantors” and, collectively with the Credit Facilities Borrower, the “Loan Parties”), the lenders, the L/C Issuer (each party thereto) and Bank of America, N.A. (“BofA”), as administrative agent. The Credit Agreement initially provided for (i) a $120.0 million revolving credit facility, of which $25.0 million was available for standby letters of credit and (ii) a $5.0 million term loan credit facility.

On April 11, 2025, the Loan Parties entered into that certain Second Amendment to Credit Agreement and Incremental Facilities

Confirmation (the “Second Amendment”), with each lender and L/C Issuer party thereto and BofA, in its capacity as administrative agent. Pursuant to the Second Amendment, the Credit Facilities Borrower’s right to request that the principal amount of the Credit Facilities be increased, subject to certain conditions, was amended from an amount not exceeding $1.0 billion to an amount not exceeding $1.5 billion (such amount, the “Incremental Facility Maximum”). In connection with the effectiveness of the increase to the Incremental Facility Maximum, the aggregate principal amount of the Credit Facilities was increased from $900.0 million to $1.1 billion in the form of (i) an increase in the aggregate commitments to the revolving credit facility from $755.0 million to $892.5 million, of which $25.0 million is available for standby letters of credit (the “Secured Revolving Credit Facility”) and (ii) an increase in the aggregate outstanding principal amount of the term loan from $145.0 million to $182.5 million (the “Term Loan Facility” and, together with the Secured Revolving Credit Facility, the “Credit Facilities”).

On July 25, 2025, the Credit Facilities Borrower, the Company, as guarantor, and the other guarantors party thereto, entered into that certain Third Amendment to Credit Agreement and New Lender Joinder Agreement (the “Third Amendment”) with each lender and letter of credit issuer party thereto, BofA as administrative agent, and each of JPMorgan Chase Bank, N.A. and M&T Bank, as a Joint Leader Arranger and revolving credit facility lender and term loan lender thereunder, amending the Credit Agreement.

Pursuant to the Third Amendment, the aggregate principal amount of the Credit Facilities was increased from $1.075 billion to $1.275 billion in the form of (i) an increase in the aggregate commitments to the Secured Revolving Credit Facility from $892.5 million to $1.0475 billion, of which $25.0 million is available for standby letters of credit, and (ii) an increase in the aggregate outstanding principal amount of the Term Loan Facility from $182.5 million to $227.5 million. In addition, pursuant to the Third Amendment, subject to the satisfaction of certain criteria and conditions, the Loan Parties may offer Loan Assets (as defined in the Third Amendment) that qualify as First Mortgage Investments (as defined in the Third Amendment) to be included in the calculation of Borrowing Base Value (as defined in the Third Amendment).

On November 20, 2025, the Credit Facilities were amended (the “Fourth Amendment”) to increase the aggregate commitments to the Revolving Credit Facility from $1,047.5 million to $1,347.5 million and to increase the aggregate outstanding principal amount of the Term Loan Facility from $227.5 million to $302.5 million. In addition, the Fourth Amendment expanded the accordion feature to permit future increases in the aggregate principal amount of the Credit Facilities up to $2,500,000,000, introduced a new multicurrency tranche (the “Multicurrency Tranche”) under the Revolving Credit Facility to allow borrowings in certain alternative currencies (including Euro, British Pound Sterling and Canadian Dollar), and temporarily increased the borrowing base advance rate to 65% from 60% through March 31, 2026.

The following table details key terms of the Credit Facilities as of December 31, 2025 ($ in thousands):

 

Indebtedness

 

Principal Balance
Outstanding

 

 

Weighted
Average Interest
Rate

 

 

Maturity Date

 

Maximum
Facility Size

 

Secured Revolving Credit Facility (1)

 

$

1,010,100

 

 

 

5.87

%

 

10/16/2026

 

$

1,347,500

 

Total Secured Revolving Credit Facility

 

 

1,010,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term Loan Facility

 

$

302,500

 

 

 

5.83

%

 

10/16/2026

 

$

302,500

 

Deferred financing costs, net

 

 

(3,006

)

 

 

 

 

 

 

 

 

Term Loan Facility, net

 

 

299,494

 

 

 

 

 

 

 

 

 

Total Credit Facilities, net

 

$

1,309,594

 

 

 

 

 

 

 

 

 

 

(1)
Includes a $25.0 million sublimit of standby letters of credit.

The following table details key terms of the Credit Facilities as of December 31, 2024 ($ in thousands):

 

Indebtedness

 

Principal Balance
Outstanding

 

 

Weighted
Average Interest
Rate

 

 

Maturity Date

 

Maximum
Facility Size

 

Secured Revolving Credit Facility (1)

 

$

562,500

 

 

 

6.26

%

 

10/17/2025

 

$

677,500

 

Total Secured Revolving Credit Facility

 

 

562,500

 

 

 

 

 

 

 

 

 

Term Loan Facility

 

$

122,500

 

 

 

6.32

%

 

10/17/2025

 

$

122,500

 

Deferred financing costs, net

 

 

(1,346

)

 

 

 

 

 

 

 

 

Term Loan Facility, net

 

 

121,154

 

 

 

 

 

 

 

 

 

Total Credit Facilities, net

 

$

683,654

 

 

 

 

 

 

 

 

 

 

(1)
Includes a $25.0 million sublimit of standby letters of credit.

At the option of the Borrower, the Credit Facilities will bear interest at either (i) a rate equal to term secured overnight financing rate (“SOFR”) or daily simple SOFR plus a margin rate ranging from 1.40% to 1.90% or (ii) a base rate based on the highest of (A) Federal Fund’s Rate plus half of 1%, (B) Bank of America’s prime rate, (C) Term SOFR plus 1.00% and (D) 1.00%, plus a margin ranging from 0.40% to 0.90%. The secured revolving credit facility is subject to a per annum fee based on the daily unused portion of the facility ranging from 0.15% to 0.25% to and is payable quarterly in arrears. The Credit Facilities are prepayable, in whole or in part, at any time without premium or penalty. The Company may extend the maturity date of the Credit Facilities by utilizing three one-year extension options, which are exercisable at the Company’s discretion. Prior to October 16, 2026, the Company plans to exercise the second extension option in order to extend the maturity date to October 16, 2027.

The Company is subject to various financial and operational covenants under the Credit Facilities. These covenants require the Company to maintain certain financial ratios, which include leverage and fixed charge coverage, among others. As of December 31, 2025, the Company was in compliance with all of its loan covenants.

 

Subsidiary Loan Agreement and Carveout Guaranty

On September 19, 2025, FNLR Logistics LLC, a Delaware limited liability company (“Subsidiary Loan Borrower 1”) and FNLR Grocery LLC, a Delaware limited liability company (“Subsidiary Loan Borrower 2” and Subsidiary Loan Borrower 1 and Subsidiary Loan Borrower 2 are, individually and/or collectively (as the context requires) referred to herein as “Subsidiary Loan Borrower”), each an indirect, wholly-owned subsidiary of the Company, entered into a Loan Agreement (the “Subsidiary Loan Agreement”) with Bank of America, N.A., as administrative agent, and the lenders from time to time party thereto. Pursuant to the Subsidiary Loan Agreement, the lenders agreed to make loans available to Subsidiary Loan Borrower on an uncommitted basis in an aggregate principal amount not to exceed $347.5 million (the “Subsidiary Loan”). Subject to the terms and conditions of the Subsidiary Loan Agreement, all amounts outstanding under the Subsidiary Loan Agreement will be due and payable in full on

September 19, 2028 subject to two (2) extension options of one (1) year each, which if exercised would expire on September 19, 2030, or such earlier date upon which the Subsidiary Loan Agreement shall terminate in accordance with the provisions thereof. Capitalized terms used under this description of the Subsidiary Loan Agreement and not otherwise defined herein shall have the meaning attributed to such terms in the Subsidiary Loan Agreement.

The obligations of Subsidiary Loan Borrower under the Subsidiary Loan Agreement are secured by substantially all of the assets of each Subsidiary Loan Borrower, in each case subject to certain exclusions set forth in the Subsidiary Loan Agreement and the other Loan Documents. Further, the Subsidiary Loan will bear interest at the lesser of (i) a rate equal to Monthly SOFR, plus one hundred seventy basis points (1.70%) per annum and (ii) the maximum non-usurious interest rate. The Subsidiary Loan is prepayable, in whole or in part, at any time without premium or penalty, in accordance with the terms of the Subsidiary Loan Agreement.

The Subsidiary Loan Agreement contains various restrictions and covenants applicable to Subsidiary Loan Borrower. Among other requirements, Subsidiary Loan Borrower may not exceed certain debt limitations and is subject to certain distribution limitations, subject to certain carveouts described more fully therein.

The Subsidiary Loan Agreement also contains customary events of default. If an event of default under the Subsidiary Loan Agreement occurs and is continuing, then BofA, in its capacity as the administrative agent, may declare any outstanding obligations under the Subsidiary Loan Agreement to be immediately due and payable. In addition, if Subsidiary Loan Borrower becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Subsidiary Loan Agreement will automatically become due and payable.

In connection with the Subsidiary Loan Agreement, FNLR OP LP, a wholly owned subsidiary through which the Company owns all or substantially all its assets (the “Operating Partnership”), provided a guaranty (the “Carveout Guaranty”), pursuant to which the Operating Partnership (i) has agreed to guarantee the payment of the indebtedness pursuant to the Subsidiary Loan Agreement in the event of specified non-recourse carve-outs referred to as “Enforcement Events” with respect to the Subsidiary Loan Borrower or any property and (ii) agreed to satisfy certain financial covenants as set forth in the Carveout Guaranty, including minimum net worth and liquidity requirements. The Operating Partnership is also liable under the Carveout Guaranty for costs, expenses, damages and losses actually incurred by BofA, in its capacity as the administrative agent resulting from customary “bad boy” events pertaining to the Operating Partnership as described more fully in the Carveout Guaranty.

On November 25, 2025, the Subsidiary Loan Borrower entered into a Letter Amendment to the Subsidiary Loan Agreement, by and among Bank of America, N.A., as administrative agent, the Subsidiary Loan Borrower and the Operating Partnership, pursuant to which certain representation of the Subsidiary Loan Borrower was revised to include specific provisions related to the Jurupa Valley Net Lease, as defined and described therein.

Print Subsidiary Loan

On December 23, 2025, FNLR Print LLC, a Delaware limited liability company (“Print”), an indirect, wholly-owned subsidiary of the Company, entered into a Loan Agreement (the “Print Subsidiary Loan Agreement”) with Bank of America, N.A., as administrative agent (in such capacity, the “Print Administrative Agent”), and the lenders from time to time party thereto. Pursuant to the Print Subsidiary Loan Agreement, the lenders agreed to make loans available to Print on an uncommitted basis in an aggregate principal amount not to exceed $111.1 million (the “Print Subsidiary Loan”). Subject to the terms and conditions of the Print Subsidiary Loan Agreement, all amounts outstanding under the Print Subsidiary Loan Agreement will be due and payable in full on December 23, 2028, or such earlier date upon which the Print Subsidiary Loan Agreement shall terminate in accordance with the provisions thereof. Capitalized terms used under this description of the Print Subsidiary Loan Agreement and not otherwise defined herein shall have the meaning attributed to such terms in the Print Subsidiary Loan Agreement.

The obligations of Print under the Print Subsidiary Loan Agreement are secured by substantially all of the assets of Print, subject to certain exclusions set forth in the Print Subsidiary Loan Agreement and the other loan documents. Further, the Print Subsidiary Loan will bear interest at the lesser of (i) a rate equal to Monthly SOFR, plus one hundred ninety basis points (1.90%) per annum and (ii) the maximum non-usurious interest rate. The Print Subsidiary Loan is prepayable, in whole or in part, at any time without premium or penalty, in accordance with the terms of the Print Subsidiary Loan Agreement.

The Print Subsidiary Loan Agreement contains various restrictions and covenants applicable to Print. Among other requirements, Print may not exceed certain debt limitations and is subject to certain distribution limitations, subject to certain carveouts described more fully therein.

The Print Subsidiary Loan Agreement also contains customary events of default. If an event of default under the Print Subsidiary Loan Agreement occurs and is continuing, then the Print Administrative Agent may declare any outstanding obligations under the Print Subsidiary Loan Agreement to be immediately due and payable. In addition, if Print becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Print Subsidiary Loan Agreement will automatically become due and payable.

In connection with the Print Subsidiary Loan Agreement, Operating Partnership provided a guaranty (the “Print Carveout Guaranty”), pursuant to which Operating Partnership (i) agreed to guarantee certain post-closing obligations of Print under the Print Subsidiary Loan Agreement related to certain title insurance policy, (ii) agreed to guarantee the payment of the indebtedness pursuant to the Print Subsidiary Loan Agreement in the event of specified non-recourse carve-outs referred to as “Enforcement Events” with respect to Print or any property and (iii) agreed to satisfy certain financial covenants as set forth in the Carveout Guaranty, including minimum net worth and liquidity requirements. Operating Partnership is also liable under the Carveout Guaranty for costs, expenses, damages and losses actually incurred by the Print Administrative Agent resulting from customary “bad boy” events pertaining to Operating Partnership as described more fully in the Carveout Guaranty.

The following table details key terms of the Subsidiary Loans as of December 31, 2025 ($ in thousands):

 

Indebtedness

 

Principal Balance
Outstanding

 

 

Weighted
Average Interest
Rate

 

 

Maturity Date

 

Maximum
Facility Size

 

Subsidiary Loan 1

 

$

347,500

 

 

 

5.73

%

 

9/19/2028

 

$

347,500

 

Subsidiary Loan 2

 

 

111,100

 

 

 

5.63

%

 

12/23/2028

 

$

111,100

 

Deferred financing costs, net

 

 

(4,189

)

 

 

 

 

 

 

 

 

Total Subsidiary Loans, net

 

$

454,411

 

 

 

 

 

 

 

 

 

 

The table below shows the aggregate amount of maturities of our outstanding borrowings over the next five years and thereafter as of December 31, 2025:

Year (1)

 

Credit Facilities

 

 

Term Loans

 

2026

 

$

 

 

$

 

2027

 

 

 

 

 

 

2028

 

 

1,010,100

 

 

 

761,100

 

2029

 

 

 

 

 

 

2030

 

 

 

 

 

 

Thereafter

 

 

 

 

 

 

Total

 

$

1,010,100

 

 

$

761,100

 

 

 

(1) For loans where the Company, at its own discretion, has extension options, the maximum maturity date has been assumed.