FVR 10-K & 10-Q changes, risk factors and insider trading

We typically purchase properties that are subject to existing long-term net leases with a variety of remaining lease years (initial lease terms of 10 years or more that often have renewal options as well). As of December 31, 2024,2025, the ABR weighted average remaining term of our leases was approximately 7.27.4 years, excluding renewal options. As of December 31, 2024,2025, approximately 97.3% of our leases (based on ABR) had contractual rent escalations, including,including in some cases, pursuant tothe options terms, with an ABR weighted average minimum increase of approximately 1.6%,1.7%, as follows: (i) approximately 95.1%96.3% of our leases (based on ABR) contained fixed annual rent increases or periodic escalations over the term of the lease (e.g., a 10% increase every five years), (ii) approximately 2.2%1.0% of our leases (based on ABR) contained annual lease escalations based on increases in the CPI, and (iii) the remaining approximately 2.7% of our leases (based on ABR) did not contain rent escalation provisions. However, these built-in increases may be less than what we otherwise could achieve in the market. Most of our leases contain rent escalators that increase rent at a fixed amount on fixed dates, which may be less than prevailing market rates over the lease duration. For those leases that contain rent escalators based on CPI changes, our rent increases during periods of low inflation or deflation may be less than what we otherwise could achieve in the market. As a result, the long-term nature of our leases could impede our growth and materially and adversely affect us.

We have experienced net losses for the past threefour years and we may experience additional net losses in the future.

As we pursue our growth strategy, we may encounter increasingly difficult market conditions that place downward pressure on the total returns we can achieve on our investments. In 2024,2024 and 2025, we experienced an increase in the cost of capital to finance our acquisitions, which may continue in the foreseeable future. In addition, as part of our strategy, we may pursue investments with lower capitalization rates, which are safer but more expensive investments. Accordingly, our future acquisitions may have lower returns on equity than our acquisitions completed in 2022 and earlier. To the extent that our future growth is achieved through acquisitions that yield lower returns, it could materially and adversely affect us. In addition, if we fund future acquisitions with equity issuances, the dilutive impact could outweigh the benefits of acquisitions that achieve lower returns, which also could materially and adversely affect us.

We may not be able to obtain acquisition financing or obtain other capital from third-party sources on favorable termsterms, or at all, which could materially and adversely affect our growth prospects and our business.

In order to qualify as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to income tax at the corporate rate on undistributed taxable income to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gain. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition financing, or repay debt obligations from operating cash flow. Consequently, we expect to rely, in part, on third-party sources to fund our capital needs. We may not be able to obtain the financing on favorable terms or at all. Our access to third-party sources of capital depends, in part, on:

Our success and our ability to manage anticipated future growth depend, in large part, upon the efforts of our key personnel, particularly Messrs.Mr. Stephen Preston, our Chief Executive Officer. Mr. Preston and Starr, our co-Chief Executive Officers. Messrs. Preston and Starr havehas extensive market knowledge and relationships and exercise substantial influence over our operational, financing, acquisition, and disposition activity. If we lost either of theirhis services, our network of external relationships and resources would be materially diminished.

Our senior management team has significant net-lease real estate, acquisition, development, finance, and capital markets experience, including working together since 2016 to collectively build our portfolio and manage our operations from the ground up. Our senior management team has a strong investment track record with long-standing experience with properties beginning in 1999. During this time, our team has developed a reputation as a proven and focused buyer of properties. The departure of either of our co-ChiefChief Executive OfficersOfficer or any other member of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities, and weaken our relationships with lenders, business partners, existing and prospective tenants, and industry personnel, which could materially and adversely affect us.

As of December 31, 2024,2025, approximately 40.0%41.4% of our ABR came from properties in our top five states: Illinois (13.2%14.9%), Texas (8.1%8.3%), Georgia (7.6%7.3%), North Carolina (5.7%6.0%), and OhioFlorida (5.4%4.9%). Also, as of December 31, 20242025 approximately 30.3%30.4% of our ABR came from properties in our top five MSAs: the Chicago area (12.4%13.9%), the Atlanta area (7.0%6.7%), the Philadelphia area (4.0%), the Charlotte area (3.7%) and the Dallas-Fort Worth area (3.3%), the Philadelphia area (3.3%) and the Richmond area (3.1%). These geographic concentrations could adversely affect our operating performance if conditions become less favorable in any of the states or markets within which we have a concentration of properties. We can provide no assurance that any of our markets will grow, will not experience adverse developments, or that underlying real estate fundamentals will be favorable to owners and operators of service-oriented businesses, such as restaurants, cellular stores, financial institutions, automotive stores and dealers, medical and dental providers, pharmacies, convenience and gas stores, car washes, home improvement stores, grocery stores, professional services as well as general retail tenants. A downturn in the economy in the states or regions in which we have a concentration of properties, or markets within such states or regions including MSAs, or a slowdown in the demand for our tenants’ businesses caused by adverse economic, regulatory, or other conditions could adversely affect our tenants’ operating businesses in those states, regions or MSAs and impair their ability to pay rent to us, which, in turn could materially and adversely affect us.

As of December 31, 2024,2025, approximately 15.4%16.0% of our ABR came from casualmedical diningand tenants,dental 15.2%providers, 12.7% from QSR tenants, 14.1%11.2% from medicalcasual &dining dentaltenants, providers, 9.4%10.8% from generalother retailservice oriented tenants, and 9.3%8.9% from bankingfinancial tenants.institutions. Any adverse developments in one or more of these industries could materially and adversely affect us. For example, labor shortages, wages, including changes in the minimum wage, supply chain issues and general operational costs have particularly affected the restaurant, healthcare services and automotive sectors. Changes in technology could impact the viability of many of our tenant industries. In addition, we are subject to increased risks related to the concentration of specific restaurant brands such as IHOP, Wendy’s and Chili’s. If our QSR, full-service restaurant, banking, medical and dental, cellular or automotive tenants suffer weakening demand for their goods or services, it could adversely affect their ability to meet their rent and other obligations under their leases with us. It also may be difficult and expensive to re-tenant an property designed for a particular industry with a new tenant that operates in an industry requiring a different property type. As a result, any adverse developments in one or more of our concentrated industries could materially and adversely affect us.

As of December 31, 2024,2025, our top 20 tenant brands together represented approximately 37.0%39.3% of our ABR. Our largest tenant brand is FastDollar Pace Urgent Care,Tree, which leased eight14 properties that in the aggregate represent approximately 2.9%3.5% of our ABR as of December 31, 2024.2025. One or more of our top 20 tenant brands may experience a material business downturn weakening their financial position and resulting in their failure to make timely rent payments and/or default under their leases. Further, many of our tenant brands, like Verizon, operate more than one property. Any financial difficulties experienced by a tenant brand that operates multiple properties, whether resulting from macroeconomic conditions, management performance or other causes, could also affect other properties operated by that tenant brand. As a result, if one or more of our top 20 tenant brands suffers a downturn, it could materially and adversely affect us.

Our results of operations depend on our ability to continue to successfully lease our properties, including renewing expiring leases, re-leasing properties as leases expire, leasing vacant space, optimizing our tenant mix, or leasing properties on more economically favorable terms. As of December 31, 2024,2025, 1014 leases representing approximately 2.8%3.4% of our ABR are scheduled to expire during 20252026 and 2234 leases representing approximately 5.4%11.1% of our ABR are scheduled to expire during 2026.2027. Current tenants may decline, or may not have the financial resources available, to renew their current leases, and we cannot assure you that leases that are renewed will have terms that are as economically favorable to us as the expiring lease terms. If our tenants do not renew their leases as they expire, we cannot provide any assurance that we will be able to find new tenants at rental rates equal to or above the current average rental rates or that substantial rent abatements, leasing commissions, tenant improvement allowances, early termination rights, or below-market renewal options will not be required to attract new tenants. We may experience significant costs in connection with re-leasing a significant number of our properties, which could materially and adversely affect us. As of December 31, 2024,2025, sevenfour of our properties remained unoccupied. We may experience difficulties in leasing these vacant spaces on favorable terms or at all. Any failure to renew leases, re-lease properties as leases expire, or lease vacant space could materially and adversely affect us.

We depend on the ability of our tenants to meet their obligations to pay rent to us due under our lease for substantially all of our revenue. As of December 31, 2024,2025, approximately 33.1%34.8% of our ABR came from tenants that had an investment grade credit rating. A portion of our properties are leased to unrated tenants. Our investments in properties leased to such tenants may have a greater risk of default than investments in properties leased to investment grade tenants. The ability of an unrated tenant to meet its rent and other obligations under its lease with us may be subject to greater risk than our tenants that have an investment grade rating. There can be no assurance that our tenants will make their payments and not default on their obligations to us. As a result, a tenant may fail to make rental payments when due, decline to extend a lease upon its expiration, fail to maintain the property or otherwise pay its required expenses under the terms of the lease, become insolvent, or declare bankruptcy. An actual or anticipated tenant default, bankruptcy, or vacancy, or speculation in the press or investment community about an actual or anticipated tenant default, bankruptcy, or vacancy may also negatively affect our share price or result in fluctuations in the market price or trading volume of shares of our common stock. When we invest in properties where the tenant does not have a publicly available credit rating, we use certain credit-assessment tools as well as our own estimates of the tenant’s credit rating which includes reviewing the tenant’s financial information (e.g., financial ratios, net worth, revenue, cash flows, leverage, and liquidity, if applicable). Our methods, however, may not adequately assess the risk of an investment and, if our assessment of credit quality proves to be inaccurate, we may be subject to defaults and investors may view our cash flows as less stable. If one or more of our tenants defaults, it could have a material adverse effect on us.

If our material weakness and significant deficiency were not successfully remediated, or if we identify any future material weaknesses or significant deficiencies, we could experience decreased investor confidence in the accuracy and completeness of our financial reports and public disclosures, civil litigation, or investigations by the SEC or other regulatory authorities, and we could fail to meet our reporting obligations, which could materially and adversely affect us.

There may be known or unknown environmental liabilities associated with properties we previously owned, currently own, or may acquire in the future. Under various federal, state, and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from environmental matters, including the presence or discharge of hazardous or toxic substances, waste, or petroleum products at, on, in, under or migrating from such property, including costs to investigate or clean up such contamination and liability for personal injury, property damage, or harm to natural resources. Laws and regulations governing environmental contamination change and we may be, subject to liability by virtue of these changes. Certain uses of some properties may have a heightened risk of environmental liability because of the hazardous materials used in performing services on those properties, such as industrial properties, car washes, gasoline stations, or auto parts and auto service businesses using petroleum products, paint, machine solvents, and other hazardous materials. Our due diligence team typically undertakes customary environmental diligence prior to our acquisition of any property, including obtaining Phase I environmental site assessments. The Phase I environmental site assessments are limited in scope and therefore may not reveal all environmental conditions affecting a property. For example, Phase I environmental assessments do not include soil sampling or subsurface investigations. Therefore, there could be undiscovered environmental liabilities on the properties we own.

A significant portion of our portfolio is leased to tenants operating businesses that rely on discretionary consumer spending. The success of most of these businesses depends on the willingness of consumers to use discretionary income to purchase their products or services. Our results of operations are sensitive to changes in the overall economic conditions that impact our tenants’ financial condition and leasing practices and a downturn in the economy could cause consumers to reduce their discretionary spending, which could result in tenant bankruptcies or otherwise have an adverse impact on our tenants’ ability to successfully manage their businesses and pay us amounts due under our lease agreements, thereby materially and adversely affecting us. Accordingly, adverse economic conditions such as the imposition of tariffs and their resulting effects, high unemployment levels, an increasefluctuations in interest rates, a decrease in available financing, high inflation, labor and workforce shortages, supply chain issues, tax rates, and fuel and energy costs may have an impact on the results of operations and financial conditions of our tenants. During periods of economic slowdown or recession, rising interest rates and declining demand for real estate may result in a general decline in rents or an increased incidence of defaults under existing leases. A lack of demand for properties could adversely affect our ability to maintain our current tenants and gain new tenants, which may affect our growth and results of operations. Accordingly, a decline in economic conditions could materially and adversely affect us.

As of JanuaryDecember 2024,2025, the CPI rose 3.0%2.7% year over year before seasonal adjustment. Federal policies and recent global events, such as thehigh housing costs, rising price of oilfood and theenergy conflictprices, betweenincreases Russiain costs for services and Ukraine,upward pressure from tariffs, may have exacerbated, and may continue to exacerbate, increases in the CPI.

As of December 31, 2024,2025, we had approximately $266.5$314.3 million of total debt outstanding (net of fees), consisting of borrowings under our Revolving Credit Facility and Term Loan with a variable interest rate of Adjusted SOFR plus 1.2%1.15% and a maturity date of October 2027. We have incurred, and plan to incur in the future, financing through borrowings under an acquisition line, our Revolving Credit Facility, our Term Loan, and mortgage loans secured by some or all of our properties. In some cases, the mortgage loans we incur are guaranteed by us, the OP, or both. We may also borrow funds if necessary to satisfy the requirement that we distribute to stockholders as dividends at least 90% of our annual REIT taxable income (computed without regard to the dividends paid deduction and our net capital gain), or otherwise as is necessary or advisable to assure that we maintain our qualification as a REIT for U.S. federal income tax purposes. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following:

We have issued, and may issuein the future issue, preferred stock or separate classes or series of common stock, which could adversely affect the holders of our Common Stock.

On November 12, 2025, we entered into an investment agreement with Maewyn FVR II LP, Rebound Investment, LP and Petrus Special Situations Fund, L.P. (collectively, the “Purchasers”) and agreed to issue and sell to the Purchasers a total of 750,000 shares of a new series of Series A Convertible Preferred Stock, par value $0.01 per share. In addition, our board of directors may classify or reclassify any unissued shares of our Common Stock or preferred stock and establish the preferences, rights, and powers of any such stock. As a result, our board of directors could authorize the issuance of preferred stock or separate classes or series of common stock with terms and conditions that could have priority, with respect to distributions and amounts payable upon our liquidation, over the rights of our Common Stock. The terms of our Series A Preferred Stock provide the Purchasers with dividend rights, conversion rights and other preferences, and may include governance or other rights that could influence matters submitted to our board of directors or stockholders. The issuance of shares of such preferred or separate classes or series of common stockstock, including our outstanding Series A Preferred Stock, could dilute the value of an investment in shares of our Common Stock.Stock and in the case of certain series of preferred equity securities, create a priority interest for holders of such series of preferred equity securities. The issuance of shares of preferred stock or a separate class or series of common stock could provide the holders thereof with specified dividend payments and payments upon liquidation prior to or senior to those of the Common Stock, and could also have the effect of delaying, discouraging, or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer, or sale of all or substantially all of our assets) that might provide a premium price for holders of our Common Stock.

In the event the executive’s termination of employment by the Company without “cause,” by the executive for “good reason” or due to the executive’s death or “disability” (as such terms are defined in the Employment Agreement) outside of the period beginning three months prior to or and ending 24 months following a change in control of the Company (the “Change in Control Window”), the executive is entitled to receive: (i) accrued benefits consisting of unpaid base salary and accrued but unused vacation or paid time off through the date of termination, reimbursement for all reasonable out-of-pocket business expenses incurred and paid by the executive through date of termination, and vested benefits under Company benefit plans (collectively, the “Accrued Benefits”); (ii) a lump sum payment equal to (a) in the case of termination by the Company without “cause” or by the employee for “good reason,” two times in the case of Mr. Preston, one and one-half times, in the case of Mr. Revol, or one times, in the case of Mr. Ireland, the sum of the executive’s base salary and two-year average annual bonus and (b) in the case of termination due to death or “disability,” one and one-half timestimes, in the case of Messrs. Preston and Revol, or one times, in the case of Mr. Ireland, the sum of the executive’s base salary and two-year average annual bonus, in the case of Messrs. Starr and Preston, or one times the sum of the executive’s base salary and two-year average annual bonus, in the case of Messrs. Dieffenbacher and Irelandbonus; (iii) any earned but unpaid annual bonus for the prior calendar year; (iv) an amount equal to the executive’s target bonus for the year of termination, prorated through the date of termination; (v) reimbursement for the executive’s health insurance continuation coverage at the active-employee rate for 18 months, in the case of Messrs. StarrPreston and Preston,Revol, or 12 months, in the case of Messrs. Dieffenbacher andMr. Ireland; and (vi) full vesting of any outstanding equity awards that are subject solely to time-based vesting conditions.

In the event of the executive’s termination of employment by the Company without cause or by the executive for good reason during the Change in Control Window, the executive is entitled to receive: (i) the Accrued Benefits; (ii) a lump sum payment equal to three times the sum of the base salary and two-year average annual bonus, in the case of Messrs. StarrPreston and Preston,Revol, or two times the sum of the executive’s base salary and two-year average annual bonus, in the case of Messrs. Dieffenbacher andMr. Ireland; (iii) any earned but unpaid annual bonus for the prior calendar year; (iv) an amount equal to the executive’s target bonus for the year of termination, prorated through the date of termination; (v) payment for the executive’s health insurance continuation coverage at the active-employee rate for 24 months, in the case of Messrs. StarrPreston and Preston,Revol, or 18 months, in the case of Messrs. Dieffenbacher andMr. Ireland; and (vi) full vesting of any outstanding equity awards that are subject solely to time-based vesting conditions.

The methods of implementing our investment policies and strategy may vary as new real estate development trends emerge, new investment techniques are developed, and market conditions evolve. Our investment and financing policies are exclusively determined by our board of directors and the Real Estate Investment Committee, which is comprised of threetwo members, including each of our co-ChiefChief Executive Officers.Officer. Accordingly, our stockholders do not control these policies. Further, our organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our long-term goal is to target a net debt-to-annualized adjusted EBITDAre ratio of 6.0x or below. Our board of directors and Real Estate Investment Committee may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged, which could result in an increase in our debt service costs and obligations. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations, and liquidity risk. Changes to our policies with regard to the foregoing could materially and adversely affect us.

We are a holding company and conduct substantially all of our operations through the OP. We do not have, apart from an indirect interest in the OP, any independent operations. As a result, we rely on distributions from the OP to pay any distributions we might declare on shares of our Common Stock. We will also rely on distributions from the OP to meet any of our obligations, including any tax liability (to the extent applicable) on taxable income allocated to us from the OP. In addition, because we are a holding company, your claims as stockholders are structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of the OP and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation, or reorganization, our assets and those of the OP and its subsidiaries will be able to satisfy the claims of our stockholders only after all of our, the OP and its subsidiaries’ liabilities and obligations have been paid in full.

We intend to electelected to qualify to be taxed as a REIT under Sections 856 through 860 of the Code and the applicable U.S. Treasury regulations, which contain the requirements for qualifying as a REIT and we refer to those requirements in this Form 10-K as the “REIT Requirements,” commencing with our short taxable year ending December 31, 2024. We believe that we have been organized and have operated in a manner to qualify for taxation as a REIT for U.S. federal income tax purposes commencing with such year. We intend to continue to operate as a REIT in the future, but we cannot provide an assurance that we have been or will be able to do so. If we lose our REIT status, we will face significant tax consequences that would substantially reduce our cash available for distribution to our stockholders for each of the years involved because:

Qualification as a REIT involves the application of technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of REIT Requirements, including requirements regarding the ownership of our stock, requirements regarding the composition of our assets and a requirement that at least 75% orand 95% of our gross income in any year must be derived from qualifying sources, such as “rents from real property.” Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, computed without regard to the dividends paid deduction and our net capital gain. In addition, legislation, new regulations, administrative interpretations, or court decisions may materially and adversely affect our investors, our ability to qualify as a REIT for U.S. federal income tax purposes, or the desirability of an investment in a REIT relative to other investments.

Similarly, even if the Subsidiary REITs remain qualified as REITs for U.S. federal income tax purposes, they may be subject to the same U.S. federal, state and local income, property, and excise taxes on their income or property. In addition, the earnings of our TRSstaxable REIT subsidiaries (each, a “TRS) are subject to U.S. federal corporate income tax, and state and local income tax in the jurisdictions in which they operate.

We believe that the OP will be treated as a partnership for U.S. federal income tax purposes. As a partnership, the OP would generally not be subject to U.S. federal income tax on its income. Instead, for U.S. federal income tax purposes, if the OP is treated as a partnership, each of its partners, including us, would be allocated, and may be required to pay tax with respect to, such partner’s share of its income. The OP may be required to determine and pay an imputed underpayment of tax (plus interest and penalties) resulting from an adjustment of the OP’s items of income, gain, loss, deduction, or credit at the partnership level. We cannot assure you that the IRS will not challenge the status of the OP or any other applicable subsidiary partnership in which we own an interest as a disregarded entity or partnership for U.S. federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating the OP or any such other subsidiary partnership as an entity taxable as a corporation for U.S. federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would cease to qualify as a REIT. Also, the failure of the OP or any applicable subsidiary partnerships to qualify as a disregarded entity or partnership could cause it to become subject to U.S. federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.

Overall, no more than 20% (for taxable years beginning on or before December 31, 2025) or 25% (for taxable years beginning after December 31, 2025) of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. The Code also imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. It is our policy to evaluate material intercompany transactions and to attempt to set the terms of such transactions so as to achieve substantially the same result as they believe would have been the case if they were unrelated parties. As a result, we believe that all material transactions between and among us and the entities in which we own a direct or indirect interest have been and will be negotiated and structured as arm’s-length transactions and that the potential application of the 100% excise tax will not have a material effect on us. There can be no assurance, however, that we will be able to comply with the TRS limitation or to avoid application of the 100% excise tax.

The maximum U.S. federal income tax rate applicable to income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts, and estates is 20%. Ordinary dividends payable by REITs, however, generally are not eligible for the 20% rate applicable to “qualified dividends” except to the extent the REIT dividends are attributable to “qualified dividends” received by the REIT itself or generally attributable to income upon which we (or a predecessorPredecessor) have paid U.S. federal corporate income tax. However, for non-corporate U.S. stockholders, ordinary dividends payable by REITs that are not designated as capital gain dividends or treated as “qualified dividends” generally are eligible for a deduction of 20% of the amount of such ordinary REIT dividends, for taxable years beginning before January 1, 2026.dividends. The deduction, if allowed in full, equates to a maximum effective U.S. federal income tax rate on ordinary REIT dividends of 29.6%, based on currently applicable rates. More favorable rates will nevertheless continue to apply for regular corporate “qualified dividends.” Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, to the extent that the 20% rate continues to apply to regular corporate qualified dividends, investors who are individuals, trusts and estates may regard investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations.

To qualify as REITs, the Subsidiary REITs and we must continually satisfy tests concerning, among other things, the nature and diversification of its assets, the sources of its income, and the amounts it distributes to its stockholders. In connection with the internalization transaction in connection with our IPO we were treated as having acquired substantial amounts of goodwill that may not qualify for the 75% asset test. Compliance with these limitations, particularly given the goodwill that we acquireacquired in the Internalization, may hinder our ability to make, and, in certain cases, maintain ownership of certain attractive investments that might not qualify for the 75% asset test. If theany Subsidiary REITsREIT andor we fail to comply with the REIT asset test requirements at the end of any calendar quarter, it must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under certain statutory relief provisions. These actions could have the effect of reducing our income, increasing our income tax liability, and reducing amounts available for distribution to our stockholders. In addition, we may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution, and may be unable to pursue investments (or, in some cases, forego the sale of such investments) that would be otherwise advantageous to the Subsidiary REITs and us in order to satisfy the REIT Requirements. Accordingly, satisfying the REIT Requirements could materially and adversely affect us. Moreover, if we are compelled to liquidate our investments to meet any of these asset, income, or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the REIT Requirements or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.

We are an internally-managed net-lease REIT that is experienced in acquiring, owning and managing properties with frontage that are net leased to a diversified group of tenants. We are a growing net-lease REIT and owned a well-diversified portfolio of 307303 properties across 3537 U.S. states as of December 31, 2024.2025. Our tenants include service-oriented businesses, such as restaurants, cellular stores, financial institutions, automotive stores and dealers, medical and dental providers, quick service restaurants, casual dining, financial institutions, cellular stores, automotive stores, automotive services, convenience stores and gas stores,stations, general retail, discount retail, automotive dealers, fitness operators, car washes, pharmacies, home improvement stores, grocery stores, fitness operators, professional services as well as generalprofessional retailservices tenants.

We currently derive a majority of our revenue from rents received from individual tenants of each of our properties in our portfolio. Our properties are typically leased under long-term net leases. As of December 31, 2024,2025, thewe had ABR of $62.9 million with a weighted average remaining term of our leases was approximately 7.27.4 years, excluding renewal options. Approximately 97.3% of our leases (based on ABR) had contractual rent escalations, including, in some cases, pursuant to option terms. As of December 31, 2024,2025, we had 320321 tenants that represented 150155 different brands. Our top 10 tenant brands (based on ABR) represented approximately 21.8%23.7% of our portfolio ABR as of December 31, 2024.2025.

In connection with our IPOinitial public offering on October 2, 2024, we completed the Internalization pursuant to which we began directly employing 15 employees and entered into employment agreements with each of our named executive officers. In addition, the Internalization eliminated the management and other fees and carried interest provisions that were previously paid by our Predecessor. The historical results of operations for our Predecessor through October 2, 2024, include the payment of management fees that we will no longer pay following the Internalization and do not include the direct compensation expense associated with our aforementioned approximately 15 employees,expense, or other asset management, acquisition or general and administrative expenses not previously incurred based upon our externally managed structure.

As of December 31, 2024,2025, we had total debt of $268.5$315.5 million, Net Debt of $263.4$302.0 million, a Net Debt to Annualized Adjusted EBITDAre ratio of 5.2x,5.6x and a proFixed formaCharge Coverage Ratio of 3.6x. Net Debt toDebt, Annualized Adjusted EBITDAre ratio of 5.5x after giving effect to the repayment of debt with the net proceeds of our IPO and borrowingsFixed underCharge ourCoverage Revolving Credit Facility and Term Loan. Over time we plan to target a net debt to annualized adjusted EBITDAre ratio below 6.0x on a sustained basis. Net Debt and Annualized Adjusted EBITDAreRatio are non-GAAP financial measures, and Annualized Adjusted EBITDAre is calculated based upon EBITDA, EBITDAre, and Adjusted EBITDAre, each of which is also a non-GAAP financial measure. Refer to Non-GAAP Measures below for further details concerning our calculation of non-GAAP measures and reconciliations to the comparable GAAP measure.

From time to time, we may seek to sell any of our properties, in particular, where we believe the risk profile may have changed and become misaligned with our then current portfolio acquisition objectives. We also may selectively decide to sell properties that no longer meet one or more of our investment criteria or that may be sold opportunistically. The resulting gains or losses on any future dispositions may materially impact our operating results. The recognition of a gain or loss on the sale of real estate varies from transaction to transaction based on fluctuations in asset prices and demand in the real estate market at the time a property is listed for sale. As of theDecember date31, of this Annual Report,2025, we have sold 1147 properties.properties since inception.

As of December 31, 2024,2025, the weighted average remaining term of our leases was approximately 7.27.4 years, excluding renewal options. One lease representing approximately 0.2% of our leases (based on ABR) expired prior to December 31, 2024. The stability of the rental revenue generated by our properties depends principally on our tenants’ ability to pay rent and our ability to collect rent, our ability to renew expiring leases or re-lease space upon the expiration or other termination of leases, our ability to lease properties that become vacant and maintain or increase rental rates at our leased properties. To the extent our properties become vacant, including through casualty, condemnation, weather and environmental contamination, we would forego rental income while remaining responsible for the payment of property taxes, insurance, maintenance and other related costs and maintaining the property until it is re-leased, which could negatively impact our operating results. As of December 31, 2024,2025, we had sevenfour vacant properties.

Our historical growth in revenues and earnings has been achieved through rent escalations associated with existing in-place leases, coupled with rental income generated from property acquisitions. Our ability to grow revenue will depend, to a significant degree, on our ability to acquire additional properties. Our ability to grow requires us to identify and complete acquisitions that meet our investment criteria. Changes in capitalization rates, interest rates, inflation, market competition, economic changes, property inventory, and other factors may impact our acquisition opportunities in the future. Market conditions may also impact the total returns we can achieve on our investments. Our acquisition volume also depends on our ability to successfully access third-party debt and equity financing to fund our capital needs. As of December 31, 2025, we have bought 350 properties since inception.

As of December 31, 2024,2025, our debt capital was comprised of a floating rate Term Loan and a floating rate Revolving Credit Facility. Accordingly, we are subject to interest rate risk. During the year ended December 31, 2025, we entered into interest rate swap agreements to manage interest rate exposure on both the Term Loan and Revolving Credit Facility. Refer to the discussion in the Derivative Instruments and Hedging Activities section below for further details. We also expect to continue to incur debt in the future in order to fund future acquisitions, which we expect will increase the amount of interest expense we incur. In addition, although we plan to manage our total floating-rate debt exposure, changes in the interest rate environment could either increase or decrease our weighted average interest rate in the future or impact any refinancing initiatives, which could also result in principal reduction requirements and ultimate refinancing risks. Any changes to our debt structure, including borrowings under our Revolving Credit Facility and Term Loan, or debt financing associated with property acquisitions, could materially influence our operating results.

Following completion of the Internalization, our general and administrative expenses include direct employee compensation costs for our approximately22 15employees employees.as of December 31, 2025. In addition, our general and administrative expenses include certain professional fees, consulting, portfolio servicing costs, board costs, public company expenses, increased audit, tax and other costs, insurance costs, and other general and administrative expenses not previously incurred by our predecessorPredecessor based upon its externally managed structure.

Property operating expenses fortotaled $9.7 million during the periodyear fromended JanuaryDecember 1,31, 20242025, to October 2, 2024 of $5.7$2.2 million and forduring the period from October 3, 2024 to December 31, 2024 ofand $2.2 million, increased by $2.1$5.7 million from $5.8 million forduring the yearPredecessor ended December 31, 2023. This $2.1 million increase in property operating expenses was mainly due to the increase in the number of properties in our portfolio. For the periodsperiod from January 1, 2024 to October 2, 20242024. The increase was mainly due to the growth in our portfolio. Substantially all of our leases are net leases pursuant to which our tenants generally are obligated to pay customary expenses associated with the leased property such as real estate taxes, insurance, maintenance and Octoberrepairs, 3,and 2024in tomany cases capital costs. For the year ended December 31, 2024,2025, we incurred $1.3$1.8 million and $0.4 million, respectively, in aggregate of expenses that were not tenant obligations, which includes non-recurring legal costs and property operating expenses incurred on vacant properties.

Property management and asset management fees forduring the Predecessor period from January 1, 2024 to October 2, 2024 oftotaled $4.7 million. decreased by $1.1$1.6 million from $5.8 million for the year ended December 31, 2023. The $1.1 million decrease in property management and asset$3.1 managementmillion, feesrespectively. wasOn dueOctober to2, 2024, the completion of the Internalization on October 2, 2024 which terminated the agreements for property management and asset management fees. Following the completion of the Internalization, we no longer pay property management and asset management fees.

Other expenses and (income)

Interest expense forduring the periodyear fromended JanuaryDecember 1,31, 20242025 tototaled October$18.0 2,million, 2024 of $19.9$3.5 million and forduring the period from October 3, 2024 to December 31, 2024 ofand $3.5 million, increased by $5.0$19.9 million from $18.4 million forduring the yearPredecessor endedperiod Decemberfrom 31,January 2023.1, 2024 to October 2, 2024. The increasedecrease wasis primarily due to thean increase in weighted average debt of $383.3$1.0 million in 2024net comparedcash toreceived $323.0from millioninterest inrate 2023.hedges Theand increasea is also due to the increasedecrease in interest rates during 2023.2025. As of December 31, 20242025 and 2023,2024, the weighted average interest rate was 5.65%4.87% and 5.17%,5.65%, respectively.

Our short-term liquidity requirements consist primarily of funds necessary to pay for our operating expenses, including our general and administrative expenses as well as interest payments on our outstanding debt and to pay distributions. Since our portfolio has had a historically strong occupancy level and substantially all of our leases are net leases, we do not currently anticipate making significant capital expenditures or incurring other significant property operating costs (unless vacancies adjust beyond historical norms) that would materially adversely impact short-term financial liquidity. We expect to meet our short-term liquidity requirements primarily from cash and cash equivalents balances, net cash provided by operating activities, and borrowings under our Revolving Credit Facility and Term Loan or through the issuance of debt or equity instruments subject to market conditions. As of December 31, 2024, we have $181.5 million of available capacity under our Revolving Credit Facility.

Equity Capital Resources

As a new publicly traded REIT we plan to access the public equity markets to maintain an appropriate mix of debt and equity in line with our leverage policy, primarily through follow-on equity offerings and eventually through an at-the-market common equity offering program once we are shelf eligible.program. We anticipate that the net proceeds from ourany public offerings will be used to repay debt, fund acquisitions, and for other general corporate purposes.

The Revolving Credit Facility contains a commitment fee of 0.15% per annum if average daily usage in such quarter is over 50% of total revolving commitments and 0.25% per annum if average daily usage in such quarter is equal to or less than 50% of total revolving commitments. Borrowings under our Revolving Credit Facility will bear interest at floating rates based on Adjusted SOFR plus an applicable margin based on our leverage ratio ranging between 1.20% and 1.75% per annum. On September 16, 2025, the Company amended the Revolving Credit Facility to remove the 10 basis points credit spread adjustment applicable to Adjusted SOFR. On October 24, 2025, the Company amended the Revolving Credit Facility to adjust the applicable margin based on the Company's leverage ratio. As of December 31, 2024,2025, the applicable margin was 1.20%.1.15% The Revolving Credit Facility contains an applicable facility fee based on our credit rating ranging between 0.125% and 0.30% per annum. As of December 31, 2025, the applicable facility fee was 0.30%.

Borrowings under our Term Loan bear interest at floating rates based on Adjusted SOFR plus an applicable margin based on our leverage ratio ranging between 1.20% and 1.75% per annum. On September 16, 2025, the Company amended the Term Loan to remove the 10 basis points credit spread adjustment applicable to Adjusted SOFR. On October 24, 2025, the Company amended the Term Loan to adjust the applicable margin based on the Company's leverage ratio. As of December 31, 2024,2025, the applicable margin was 1.20%.1.15%.

Interest expense is projected based on the outstanding borrowings and interest rates in effect as of December 31, 2024.2025. This amount includes the impact of interest rate swap agreements.

We may beare exposed to interest rate risk arising from changes in interest rates on any floating-rate borrowings that we make under our Revolving Credit Facility and Term Loan or other debt or capital instruments that bear interest. Borrowings under our Revolving Credit Facility and Term Loan will bear interest at floating rates based on Adjusted SOFR plus an applicable margin. Accordingly, fluctuations in market interest rates may increase or decrease our interest expense, which will in turn, decrease or increase our net income and cash flow.

As of MarchJune 31,30, 2026, FrontView owned a diversified portfolio of 309316 direct frontage properties across 3635 U.S. states, leased primarily to service and necessity based tenants across 16 industries, including medical and dental providers, quick-service and casual dining restaurants, financial institutions, cellular retailers, automotive related,automotive-related, fitness, and general retailretail, along with several other diversified industries.

As of MarchJune 31,30, 2026, we had total debt of $314.0$330.0 million, Net Debt of $304.7$324.0 million, Net Debt to Annualized Adjusted EBITDAre ratio of 5.3x5.4x and a Fixed Charge Coverage Ratio of 3.5x.3.6x. Net Debt, Annualized Adjusted EBITDAre and Fixed Charge Coverage Ratio are non-GAAP financial measures, and Annualized Adjusted EBITDAre is calculated based upon EBITDA, EBITDAre, and Adjusted EBITDAre, each of which is also a non-GAAP financial measure. Refer to Non-GAAP Measures below for further details concerning our calculation of non-GAAP measures and reconciliations to the comparable GAAP measure.

To achieve an appropriate risk-adjusted return, we seek to maintain a highly diversified portfolio of properties located in prominent areas with direct frontage on high-traffic roads that are visible to consumers. We aim to ensure diversity across geographic locations, tenants, and brands, and to enable cross-diversification within each category. We discuss below our portfolio diversification based on several different metrics and information provided as of MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, our properties were occupied by 327336 leases that operated 156165 different brands, with no single tenant brand accounting for more than 3.1%2.6% of our ABR.

The following table sets forth information with respect to all of our tenant brands (based on ABR) as of MarchJune 31,30, 2026:

(1) Panda Express leases one property that is currently paying rent; the other Panda Express is under a new lease, and is excluded from ABR.

(2) Represents new leases where rent has not yet commenced and is excluded from ABR.

The following chart shows a breakdown of our ABR by the tenant industries that comprised our portfolio as of MarchJune 31,30, 2026:

As of MarchJune 31,30, 2026, our properties were located in 3635 U.S. states, with no single state exceeding 14.1%12.9% of our ABR. The following table sets forth information with respect to geographic diversification by state in our portfolio (based on ABR) as of MarchJune 31,30, 2026:

Our acquisitions team presents potential transactions to the Real Estate Investment Committee for approval. The Real Estate Investment Committee is responsible for approving (i) the acquisition or disposition of any single property or capital entering into or exiting a single joint-venture in an amount greater than $5.0 million, (ii) the acquisition of real properties and capital entering into multiple joint-ventures in the aggregate amount up to $150.0 million in any one calendar quarter, and (iii) the disposition of real properties and capital exiting multiple joint-ventures in an aggregate amount up to $30.0 million in any one calendar quarter, in each case, prior to consulting with our Board of Directors. Further, the Real Estate Investment Committee is responsible for recommending that the Board of Directors approve, (i) individual property acquisitions or dispositions or capital entering into or exiting a single joint-venture in an amount that exceedexceeds $25.0 million in value, (ii) the acquisition of properties and capital entering into multiple joint-ventures that exceedexceeds an aggregate amount of $150.0 million in any one calendar quarter and (iii) disposition of properties and capital exiting multiple joint-ventures that exceedexceeds an aggregate amount of $30.0 million in any one calendar quarter.

Our portfolio was 98.7%99.4% leased as of MarchJune 31,30, 2026. Our cash flows from operations are primarily generated through our real estate investment portfolio and the monthly lease payments received under our leases with our tenants. As of MarchJune 31,30, 2026, the ABR weighted average remaining term of our leases was approximately 7.37.1 years, excluding renewal options. As of MarchJune 31,30, 2026, no more than 10.7%8.7% of our rental revenue was derived from leases that expire in any single year prior to 2030.

The following table presents certain information as of MarchJune 31,30, 2026 based on lease expirations by year.

We typically purchase properties that are subject to existing long-term net leases with a variety of remaining lease years (initial terms of 10 years or more at lease signing that often have renewal options as well). Substantially all of our leases are net leases, meaning our tenants are generally obligated to pay customary operating expenses associated with the leased property (such as real estate taxes, insurance, maintenance, and in many cases, certain repairs and capital costs, subject to caps and exclusions in leases). For the threesix months ended MarchJune 31,30, 2026, we incurred an aggregate of approximately $0.3$0.5 million of expenses not reimbursed or paid for by our tenants.

Our results of operations and financial condition are affected by numerous factors, many of which are beyond our control. Key factors that impact our results of operations and financial condition include rental rates, lease renewals and occupancy, land values, acquisition volume, tenant growth, demand, expansion, construction costs, net-lease terms, market liquidity, financing arrangements and leverage, property dispositions, general and administrative expenses, inflation, interest rates, consumer confidence, the overall economic environment and the financial strength of our tenants. For a discussion of these factors, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors that Affect Our Results of Operations and Financial Condition” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

RentalTotal rental revenues for the three months ended MarchJune 31,30, 2026 increased $1.7$0.3 million compared to MarchJune 31,30, 2025, due to improvednet occupancyacquisitions, organic escalators and are-tenanting strongerof performingunoccupied portfolio.properties.

The $0.4 million increasedecrease in reimbursable income was mainly dueattributable to improvedlower occupancyproperty operating expenses, resulting in increasedlower property expenses recoveredrecoveries from tenants during the three months ended MarchJune 31,30, 2026.

Other operating income includes termination fees, late fees and, other miscellaneous income. The $0.2$0.1 million increase in other operating income was attributable to lease terminationrestructuring fees received for certain properties during the three months ended MarchJune 31,30, 2026.

Interest income on mortgage loans receivable for the three months ended MarchJune 31,30, 2026 totaledincreased $0.2 million.million compared to June 30, 2025. The increase relates to seller financing in connection with the sale of certain properties inentered into the later half of 2025.

The $0.1$1.2 million decrease in depreciation and amortization for the three months ended MarchJune 31,30, 2026 mainly relatesrelated to a decrease in writeoffs of intangible lease assets related to vacancies.dispositions compared to the same period in the prior year.

The $0.8$0.5 million increase in general and administrative expenses for the three months ended MarchJune 31,30, 2026 was primarily due to an increase of $0.4$0.9 million related to stock-based compensation, $0.2 million related to employee compensation and $0.2$0.1 million of increased professional fees andincurred subscriptions entered intoin the later part of 2025. For the three months ended MarchJune 31,30, 2026,2025, we also incurred an additional $0.2$0.7 million of non-recurring expenses mainly attributable to restructuringexecutive leadership changes and legalstructuring fees related to non-recurring items.costs.

Interest expense for the three months ended MarchJune 31,30, 2026 decreased $0.3$0.5 million compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily due to a decrease in effective interest ratesrate inbecause 2026.of the hedge impacting the revolver. As of MarchJune 31,30, 2026 and 2025, the weighted average interest rate was 4.81%4.79% and 5.62%,5.63%, respectively.

Gain on sale of real estate for the three months ended MarchJune 31,30, 2026 increased by $0.5$1.1 million compared to the three months ended MarchJune 31,30, 2025. The increase was primarily attributable to the composition of properties sold. During the three months ended MarchJune 31,30, 2026, we sold five10 properties at a net gain of approximately $1.0$2.3 million.million, of which only one was vacant. During the three months ended MarchJune 31,30, 2025, we sold onenine propertyproperties at a net gain of approximately $0.5$1.2 million.million, four of which were vacant.

During the three months ended MarchJune 31,30, 2026 and 2025, we recorded an impairment loss of $0.8$0.2 million relating to fourtwo properties and an impairment loss of $0.4$3.0 million relating to one11 property,properties, respectively. The amount of impairment fluctuates each period based on existing facts and circumstances. The increasedecrease in impairment loss iswas primarily driven by thelower increased levellevels of vacant property dispositions.dispositions Vacantin the current quarter. During the three months ended June 30, 2025, four vacant properties were sold to facilitate the redeployment of capital into income-producing assets.

On February 27, 2026, we established an at-the-market common equity offering program (“ATM Program”), through which we may, from time to time, publicly offer and sell shares of common stock having an aggregate gross sales price of up to $75.0 million. As of MarchJune 31,30, 2026, we did not issue anysold shares of common stock for an aggregate gross sales price of $50.5 million under the ATM Program.Program, of which $35.5 million is unsettled under the Forward Sale Agreements.