v3.26.1
EQUITY
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
EQUITY

NOTE 9 – EQUITY

Preferred Stock

At June 30, 2026 and December 31, 2025, 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, 2026 and December 31, 2025.

Common Stock

At June 30, 2026 and December 31, 2025, the Company was authorized to issue 500,000,000 shares, $0.0001 par value per share of common stock. At June 30, 2026, there were 109,756,406 shares of the Company's common stock issued and outstanding.

The following table presents the dividends declared per share of our common stock during the six months ended June 30, 2026.

Declaration Date

 

Declared Amount

 

 

Record Date

 

Payment Date

March 5, 2026

 

$

0.3665

 

 

March 31, 2026

 

April 15, 2026

June 8, 2026

 

$

0.3665

 

 

June 30, 2026

 

July 15, 2026

June 8, 2026

 

$

0.1222

 

 

July 31, 2026

 

August 17, 2026

June 8, 2026

 

$

0.1222

 

 

August 31, 2026

 

September 15, 2026

June 8, 2026

 

$

0.1222

 

 

September 30, 2026

 

October 15, 2026

Common Stock Issuance Under the At-The-Market Program

On October 30, 2025, the Company entered into a new ATM program (the "ATM program"), pursuant to which shares of the Company’s common stock having an aggregate gross sales price of up to $500.0 million may be offered and sold (1) by the Company to, or through, a consortium of banks acting as its sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, by privately negotiated transactions (including block sales) or by any other methods permitted by applicable law. The ATM program replaces the Company's previous $500.0 million ATM program (the "prior ATM program" and, together with the ATM program, the "ATM programs"), which was established in September 2024, under which the Company had sold shares of its common stock having an aggregate gross sales price of $291.8 million through October 30, 2025. In connection with the Company’s ATM programs, the Company may enter into forward sale agreements with certain financial institutions acting as forward purchasers whereby, at the Company's discretion, the forward purchasers may borrow and sell shares of common stock. The use of forward sale agreements allows the Company to lock in a share price on the sale of shares of common stock at the time the respective forward sale agreements are executed but defer settling the forward sale agreements and receiving the proceeds from the sale of shares until a later date.

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

Three Months Ended June 30, 2026

 

 

 

 

 

 

 

 

Shares

 

Gross Wtd Avg Sales Price

 

Net Wtd Avg Sales Price

 

Net Proceeds (1)
($ in thousands)

Executed forward sale agreements

—

 

$—

 

n/a

 

n/a

Physically settled forward sale agreements

—

 

$—

 

$—

 

$—

Total shares sold and issued under the ATM programs

—

 

$—

 

$—

 

$—
(1)
Net proceeds, after sales commissions and offering expenses

Six Months Ended June 30, 2026

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Gross Wtd Avg Sales Price

 

 

Net Wtd Avg Sales Price

 

 

Net Proceeds (1)
($ in thousands)

 

Executed forward sale agreements

 

—

 

 

$

—

 

 

n/a

 

 

n/a

 

Physically settled forward sale agreements

 

1,439,298

 

 

$

27.72

 

 

$

27.19

 

 

$

39,136

 

Total shares sold and issued under the ATM programs

 

1,439,298

 

 

$

27.72

 

 

$

27.19

 

 

$

39,136

 
(1)
Net proceeds, after sales commissions and offering expenses

Three Months Ended June 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Gross Wtd Avg Sales Price

 

 

Net Wtd Avg Sales Price

 

 

Net Proceeds (1)
($ in thousands)

 

Executed forward sale agreements

 

841,556

 

 

$

28.08

 

 

n/a

 

 

n/a

 

Physically settled forward sale agreements

 

2,241,232

 

 

$

28.21

 

 

$

27.66

 

 

$

61,993

 

Total shares sold and issued under the ATM programs

 

2,241,232

 

 

$

28.21

 

 

$

27.66

 

 

$

61,993

 
(1)
Net proceeds, after sales commissions and offering expenses

Six Months Ended June 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Gross Wtd Avg Sales Price

 

 

Net Wtd Avg Sales Price

 

 

Net Proceeds (1)
($ in thousands)

 

Executed forward sale agreements

 

6,108,008

 

 

$

28.27

 

 

n/a

 

 

n/a

 

Physically settled forward sale agreements

 

2,241,232

 

 

$

28.21

 

 

$

27.66

 

 

$

61,993

 

Total shares sold and issued under the ATM programs

 

2,241,232

 

 

$

28.21

 

 

$

27.66

 

 

$

61,993

 
(1)
Net proceeds, after sales commissions and offering expenses

At June 30, 2026, the Company had no outstanding forward sale agreements.

At June 30, 2026, there was $500.0 million available for issuance under the ATM programs.

Noncontrolling Interest

At June 30, 2026, there were 114,559 FCPT Operating Partnership Units (“OP units”) outstanding held by third parties. During the six months ended June 30, 2026, 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 $2.8 million and $2.6 million as of June 30, 2026 and December 31, 2025, respectively.

At June 30, 2026, FCPT was the owner of approximately 99.90% of FCPT’s OP units. The remaining 0.10%, or 114,559 of FCPT’s OP units were held by unaffiliated limited partners. During the three and six months ended June 30, 2026, FCPT OP distributed $42 thousand and $84 thousand to its unaffiliated limited partners, respectively.

Earnings Per Share

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

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
 June 30,

 

(In thousands except for shares and per share data)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Average common shares outstanding – basic

 

 

109,495,491

 

 

 

100,820,074

 

 

 

109,388,849

 

 

 

100,267,510

 

Net effect of dilutive equity awards

 

 

298,817

 

 

 

348,157

 

 

 

314,156

 

 

 

363,707

 

Average common shares outstanding – diluted

 

 

109,794,308

 

 

 

101,168,231

 

 

 

109,703,005

 

 

 

100,631,217

 

Net income available to common shareholders

 

$

29,964

 

 

$

27,924

 

 

$

60,298

 

 

$

54,080

 

Basic net earnings per share

 

$

0.27

 

 

$

0.28

 

 

$

0.55

 

 

$

0.54

 

Diluted net earnings per share

 

$

0.27

 

 

$

0.28

 

 

$

0.55

 

 

$

0.54

 

For the three months ended June 30, 2026 and 2025, the number of outstanding equity awards that were anti-dilutive totaled 608,791 and 480,978, respectively. For the six months ended June 30, 2026 and 2025, the number of outstanding equity awards that were anti-dilutive totaled 593,452 and 451,616, 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, 2026 and 2025 was 114,559, respectively.