Four Corners Property Trust (NYSE: FCPT) amends $500M at-the-market stock program

Rhea-AI Filing Summary

Four Corners Property Trust, Inc. updated its at-the-market equity program for its common stock. The program permits the offer and sale, from time to time, of shares of common stock with an aggregate gross sales price of up to $500,000,000 under an Equity Distribution Agreement with a syndicate of financial institutions acting as sales agents and, where applicable, Forward Sellers and Forward Purchasers.

As of July 31, 2026, no shares have been sold under this program, so the full $500,000,000 capacity remains available. An amendment dated July 31, 2026 adds Citigroup Global Markets Inc. as a sales agent and Forward Seller and Citibank, N.A. (or its affiliates) as a Forward Purchaser, expanding the group of institutions that can facilitate sales and related forward transactions.

Key Figures

ATM program capacity: $500,000,000 Shares sold under program: 0 Par value per share: $0.0001 per share +1 more

4 metrics

ATM program capacity $500,000,000 Aggregate gross sales price of common stock that may be offered under the Equity Distribution Agreement

Shares sold under program 0 Total shares of common stock sold under the Equity Distribution Agreement as of July 31, 2026

Par value per share $0.0001 per share Par value of Four Corners Property Trust common stock covered by the program

Amendment date July 31, 2026 Date of Amendment No. 2 adding Citigroup entities to the Equity Distribution Agreement

Key Terms

Equity Distribution Agreement, at-the-market, Forward Seller, Forward Purchaser, +1 more

5 terms

Equity Distribution Agreement financial

"pursuant to an equity distribution agreement dated as of October 30, 2025"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

at-the-market financial

"the ATM Prospectus Supplement relating to the offer and sale of shares"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

Forward Seller financial

"each as sales agent and, if applicable, Forward Seller"

A forward seller is a party that agrees today to sell an asset at a specific price on a set future date. Think of it like agreeing now to sell your car next year for a locked-in price so you don’t worry about market swings; investors use this to protect against falling prices or to lock in predictable cash flow, but it also creates counterparty and timing risk if market conditions change.

Forward Purchaser financial

"and the Forward Purchasers as defined in the Original Prospectus Supplement"

A forward purchaser is an investor or firm that signs an agreement to buy a security or asset at a set price on a specified future date, similar to pre-ordering a product today to receive it later. It matters to investors because the contract locks in a future purchase price and creates a binding commitment that can change a company’s future ownership, available shares, or cash flow; if market prices move, the forward purchaser’s gain or loss is determined by that pre-agreed price rather than current market swings.

prospectus supplement regulatory

"This prospectus supplement No. 2 is being filed to update, amend and supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Offering Details

ATM

Offering

Offering Type ATM

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Available on EDGAR 07/31/2026 - 04:09 PM Accepted by SEC EDGAR 07/31/2026 - 04:08 PM Learn about SEC filing dates

FAQ

What total amount of common stock can Four Corners Property Trust (FCPT) sell under this at-the-market program?

Four Corners Property Trust can sell shares of common stock with an aggregate gross sales price of up to $500,000,000. This capacity is established under an Equity Distribution Agreement with multiple financial institutions acting as sales agents and related parties.

How much of the $500,000,000 at-the-market capacity has FCPT used as of July 31, 2026?

As of July 31, 2026, Four Corners Property Trust has sold no shares under the Equity Distribution Agreement. The entire $500,000,000 aggregate gross sales capacity therefore remains available for future issuances of common stock.

What change did the July 31, 2026 amendment make to FCPT’s Equity Distribution Agreement?

The July 31, 2026 amendment adds Citigroup Global Markets Inc. as a sales agent and Forward Seller, and Citibank, N.A. or its affiliates as a Forward Purchaser. References to Managers and Forward Purchasers now include these Citigroup entities.

Which financial institutions act as Managers in FCPT’s $500,000,000 at-the-market program?

Managers include firms such as Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and others, with Citigroup Global Markets Inc. added in the latest amendment.

What securities are covered by FCPT’s amended at-the-market program described in the 424B5 filing?

The program covers shares of Four Corners Property Trust’s common stock, par value $0.0001 per share, with a total aggregate gross sales price of up to $500,000,000, to be issued from time to time through designated sales agents.

Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-291165

PROSPECTUS SUPPLEMENT

(To Prospectus dated October 30, 2025)

Up to $500,000,000

Four Corners Property Trust, Inc.

Common Stock

This prospectus supplement No. 2 (this “prospectus supplement”) is being filed to update, amend and supplement certain information in the prospectus supplement dated and filed with the Securities and Exchange Commission on October 30, 2025 (the “ATM Prospectus Supplement”), the accompanying base prospectus, dated October 30, 2025 (the “Base Prospectus”), and the prospectus supplement No. 1, dated May 1, 2026 (“Prospectus Supplement No. 1,” and together with the ATM Prospectus Supplement and the Base Prospectus, the “Original Prospectus Supplement”), relating to the offer and sale of shares of our common stock, par value $0.0001 per share (“our common stock”), having an aggregate gross sales price of up to $500,000,000 pursuant to an equity distribution agreement dated as of October 30, 2025 (as amended by Amendment No. 1, dated May 1, 2026, and as may be further amended from time to time, the “Equity Distribution Agreement”) with each of Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Securities, Inc., BTIG, LLC, Evercore Group L.L.C., Goldman Sachs & Co. LLC, Huntington Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Nomura Securities International, Inc. (acting through BTIG, LLC, as its agent), Raymond James & Associates, Inc., Robert W. Baird & Co. Incorporated, Truist Securities, Inc. and Wells Fargo Securities, LLC, each as sales agent (except in the case of Nomura Securities International, Inc.) and, if applicable, Forward Seller (as defined in the Original Prospectus Supplement) (except in the case of BTIG, LLC) and the Forward Purchasers (as defined in the Original Prospectus Supplement). As of July 31, 2026, no shares of our common stock have been offered and sold under the Equity Distribution Agreement. Accordingly, shares of our common stock having an aggregate gross sales price of up to $500,000,000 may be offered and sold pursuant to the Equity Distribution Agreement. This prospectus supplement is only intended to update, amend and supplement certain information in the Original Prospectus Supplement to the extent set forth in the following paragraph. You should read this prospectus supplement together with the Original Prospectus Supplement.

On July 31, 2026, we entered into Amendment No. 2 (the “Amendment”) to the Equity Distribution Agreement with each of Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Evercore Group L.L.C., Goldman Sachs & Co. LLC, Huntington Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Nomura Securities International, Inc. (acting through BTIG, LLC, as its agent), Raymond James & Associates, Inc., Robert W. Baird & Co. Incorporated, Truist Securities, Inc. and Wells Fargo Securities, LLC, each as sales agent (except in the case of Nomura Securities International, Inc.) and, if applicable, Forward Seller (as defined in the Original Prospectus Supplement) (except in the case of BTIG, LLC) (in any such capacity, each a “Manager” and, collectively, the “Managers”), and with each of Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., Robert W. Baird & Co. Incorporated, Truist Securities, Inc. and Wells Fargo Securities, LLC, or one of their respective affiliates, as Forward Purchasers. Pursuant to the Amendment, Citigroup Global Markets Inc. shall become a sales agent and a Forward Seller and Citibank, N.A. shall become a Forward Purchaser. Accordingly, any reference to “Manager,” “Managers,” “Forward Seller,” or “Forward Sellers” in the Original Prospectus Supplement shall hereafter be deemed to include Citigroup Global Markets Inc., as applicable, and any reference to “Forward Purchaser” or “Forward Purchasers” in the Original Prospectus Supplement shall hereafter be deemed to include Citibank, N.A. or its affiliates, as applicable.

Investing in shares of our common stock involves risks that are described in the “Risk Factors” section beginning on page S-2 of the Original Prospectus Supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.

Morgan Stanley		Baird		Barclays		BofA Securities
BTIG		Citigroup		Evercore ISI		Goldman Sachs & Co. LLC
Huntington Capital Markets				J.P. Morgan		Mizuho
Raymond James				Truist Securities		Wells Fargo Securities

The date of this prospectus supplement is July 31, 2026.