FrontView REIT (NYSE: FVR) returns to profit and expands property portfolio
Rhea-AI Filing Summary
FrontView REIT, Inc. reported improved results for the quarter ended March 31, 2026, with total revenues of $18.2 million, up from $16.2 million a year earlier, driven mainly by higher rental income from its net-lease portfolio.
The company generated net income of $0.4 million versus a prior-year loss of $1.3 million, with net income attributable to common stockholders of $0.1 million and earnings per share of $0.00. FrontView acquired 10 properties for $34.3 million, sold 5 properties for $9.7 million and recorded an $0.8 million impairment on four assets. At March 31, 2026, it owned 309 properties across 36 states, held total assets of $869.8 million, debt of $314.0 million, equity of $514.2 million and cash of $9.3 million. Operating cash flow was $7.1 million, and the board maintained a quarterly common dividend of $0.215 per share.
Positive
- None.
Negative
- None.
Insights
FrontView shows modest profit, active portfolio recycling, and stable leverage.
FrontView REIT shifted from a prior-year loss to a small profit, with net income of $0.4 million on revenues of $18.2 million. Growth came mainly from rental revenue as the company expanded its net-lease portfolio and continued to recognize gains on asset sales.
During the quarter it acquired 10 properties for $34.3 million and sold 5 for $9.7 million, realizing a gain of $1.0 million but also booking an impairment charge of $0.8 million on four properties. Debt remained concentrated in a $200 million term loan and $114 million drawn on a revolving facility, both hedged with interest rate swaps.
Leverage appears manageable with total debt of $314.0 million against total assets of $869.8 million, while operating cash flow of $7.1 million supported a continued quarterly dividend of $0.215 per common share. Subsequent quarters, as disclosed in future filings, will indicate how new acquisitions, preferred equity funding and the ATM program influence earnings and cash flows.
Key Figures
Key Terms
UPREIT financial
Adjusted SOFR financial
Series A Convertible Preferred Stock financial
cash flow hedge financial
impairment loss financial
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
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(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
There were
FRONTVIEW REIT, INC.
TABLE OF CONTENTS
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Page |
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Cautionary Note Regarding Forward-Looking Statements |
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1 |
Part I - FINANCIAL INFORMATION |
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Item 1. |
Financial Statements - FrontView REIT, Inc. |
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Condensed Consolidated Balance Sheets (Unaudited) |
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2 |
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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) |
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3 |
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Condensed Consolidated Statements of Equity (Unaudited) |
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4 |
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Condensed Consolidated Statements of Cash Flows (Unaudited) |
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Notes to the Condensed Consolidated Financial Statements (Unaudited) |
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7 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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25 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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46 |
Item 4. |
Controls and Procedures |
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46 |
Part II - OTHER INFORMATION |
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46 |
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Item 1. |
Legal Proceedings |
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46 |
Item 1A. |
Risk Factors |
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46 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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46 |
Item 3. |
Defaults Upon Senior Securities |
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47 |
Item 4. |
Mine Safety Disclosures |
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47 |
Item 5. |
Other Information |
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47 |
Item 6. |
Exhibits |
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48 |
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements, which reflect our current views regarding our business, financial performance, growth prospects and strategies, market opportunities, and market trends, that are intended to be made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. All of the forward-looking statements included in this Quarterly Report on Form 10-Q are subject to various risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance, and achievements could differ materially from those expressed in or by the forward-looking statements and may be affected by a variety of risks and other factors. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from such forward-looking statements.
Important factors that could cause results to differ materially from the forward-looking statements are described in Item 1. “Business,” Item 1A. “Risk Factors,” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on February 25, 2026. The “Risk Factors” in our Annual Report on Form 10-K should not be construed as exhaustive and should be read in conjunction with other cautionary statements included elsewhere in our Annual Report on Form 10-K and this Quarterly Report on Form 10-Q.
You are cautioned not to place undue reliance on any forward-looking statements included in this Quarterly Report on Form 10-Q. All forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and the risk that actual results, performance, and achievements will differ materially from the expectations expressed in or referenced by this Quarterly Report on Form 10-Q will increase with the passage of time. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.
Regulation FD Disclosures
We use any of the following to comply with our disclosure obligations under Regulation FD: SEC filings, press releases, public conference calls, or our website. We routinely post important information on our website at www.frontviewreit.com, including information that may be deemed material. We encourage our shareholders and others interested in our company to monitor these distribution channels for material disclosures. Our website address is included in this Quarterly Report on Form 10-Q as a textual reference only and the information on the website is not incorporated by reference in this Quarterly Report on Form 10-Q.
1
FRONTVIEW REIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share amounts)
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March 31, |
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December 31, |
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ASSETS |
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Real estate held for investment, at cost |
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Land |
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$ |
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$ |
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Buildings and improvements |
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Total real estate held for investment, at cost |
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Less: accumulated depreciation |
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Real estate held for investment, net |
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Assets held for sale |
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Mortgage loans receivable |
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Cash and cash equivalents |
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Intangible lease assets, net |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Liabilities |
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Debt, net |
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$ |
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$ |
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Intangible lease liabilities, net |
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Accounts payable and accrued liabilities |
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Total liabilities |
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Equity |
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FrontView REIT, Inc. equity |
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Series A Convertible Preferred Stock, $ |
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— |
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Common Stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive income (loss) |
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Total FrontView REIT, Inc. equity |
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Non-controlling interests |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
FRONTVIEW REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands, except share and per share amounts)
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For the three months ended March 31, |
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2026 |
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2025 |
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Revenues |
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Rental revenues |
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$ |
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$ |
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Interest income on mortgage loans |
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— |
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Total revenues |
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Operating expenses |
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Depreciation and amortization |
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Property operating expenses |
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General and administrative expenses |
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Total operating expenses |
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Other expenses (income) |
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Interest expense |
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Gain on sale of real estate |
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Impairment loss |
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Income taxes |
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Total other expenses |
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Net income (loss) |
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Net income (loss) attributable to non-controlling interests |
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( |
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Net income (loss) attributable to FrontView REIT, Inc. |
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Series A Convertible Preferred Stock dividends |
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( |
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— |
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Net income (loss) attributable to common stockholders |
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$ |
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$ |
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Weighted average number of common shares outstanding |
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Basic and diluted |
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Earnings per share attributable to common stockholders |
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Basic and diluted |
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$ |
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$ |
( |
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Comprehensive income (loss) |
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Net income (loss) |
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$ |
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$ |
( |
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Other comprehensive income (loss) |
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Change in fair value of interest rate swaps |
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( |
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Realized loss on interest rate swaps |
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( |
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— |
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Comprehensive income (loss) |
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( |
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Comprehensive income (loss) attributable to non-controlling interests |
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( |
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Comprehensive income (loss) attributable to FrontView REIT, Inc. |
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$ |
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$ |
( |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
FRONTVIEW REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(in thousands, except share amounts)
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Series A Convertible Preferred Stock |
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Common Stock |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Accumulated Other Comprehensive Income (Loss) |
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Non-controlling Interests |
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Total Equity |
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Balances, December 31, 2025 |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Conversion of OP Units to shares of Common Stock |
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— |
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— |
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— |
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( |
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— |
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Issuance of |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Distributions declared to Common Stock and OP Units |
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— |
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— |
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— |
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( |
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— |
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( |
) |
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( |
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Distributions declared to Series A Convertible Preferred Stock |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Distributions declared to Preferred Units |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Reallocation of non-controlling interests |
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— |
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— |
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( |
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— |
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— |
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— |
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Change in fair value of interest rate swaps |
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— |
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— |
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— |
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— |
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Realized loss on interest rate swaps |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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( |
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Net income |
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— |
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— |
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— |
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— |
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Balances, March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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Common Stock |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Accumulated Other Comprehensive Loss |
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Non-controlling Interests |
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Total Equity |
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Balances, December 31, 2024 |
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$ |
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$ |
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$ |
( |
) |
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$ |
— |
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$ |
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$ |
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Conversion of OP Units to shares of Common Stock |
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— |
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— |
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( |
) |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Distributions declared to Common Stock and OP Units |
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— |
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— |
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( |
) |
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— |
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( |
) |
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( |
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Distributions declared to Preferred Units |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Reallocation of non-controlling interests |
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— |
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( |
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— |
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— |
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— |
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Change in fair value of interest rate swaps |
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— |
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— |
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— |
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( |
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( |
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( |
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Net loss |
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— |
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— |
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( |
) |
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— |
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( |
) |
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( |
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Balances, March 31, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
FRONTVIEW REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
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For the three months ended March 31, |
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2026 |
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2025 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
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$ |
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$ |
( |
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Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Depreciation and amortization |
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Amortization of above/below market leases |
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Amortization of financing transaction and discount costs |
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Change in fair value on derivative instruments included in interest expense |
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( |
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— |
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Net cash (paid for) received from derivative settlements |
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( |
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Non-cash rental revenue adjustments |
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( |
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( |
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Gain on sale of real estate |
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( |
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( |
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Stock-based compensation, net |
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Impairment loss |
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Changes in operating assets and liabilities: |
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Other assets |
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( |
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( |
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Accounts payable and accrued liabilities |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Acquisition of real estate held for investment |
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( |
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Deposits on real estate held for investment |
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Deferred leasing costs and other additions to real estate held for investment |
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( |
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( |
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Principal collections on mortgage loans receivable |
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— |
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Net proceeds from sale of real estate |
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Net proceeds from expropriation |
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Additions to other assets |
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( |
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— |
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Net cash used in investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from issuance of Series A Convertible Preferred Stock, net of $ |
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— |
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Proceeds from debt |
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Repayment of debt |
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( |
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— |
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Deferred offering costs |
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— |
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Cash distributions paid to common stockholders |
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Cash distributions paid to non-controlling interests |
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Net cash provided by financing activities |
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Net decrease in cash and cash equivalents during the period |
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( |
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( |
) |
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
FRONTVIEW REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(in thousands)
|
|
For the three months ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Non-cash disclosures of non-cash investing and financing activities: |
|
|
|
|
|
|
||
Accrued real estate development and improvement costs |
|
$ |
|
|
$ |
|
||
Accrued deferred leasing fees |
|
$ |
|
|
$ |
|
||
Accrued deferred offering costs |
|
$ |
|
|
$ |
— |
|
|
Forfeited employee grant dividends |
|
$ |
|
|
$ |
— |
|
|
Conversion of OP Units to Common Stock and additional paid-in capital |
|
$ |
|
|
$ |
|
||
Distributions payable |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
FRONTVIEW REIT, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BUSINESS DESCRIPTION
FrontView REIT, Inc. (the “Company”) was formed on June 23, 2023 as a Maryland corporation and elected to be taxed as a real estate investment trust (“REIT”) commencing with its short taxable year ended December 31, 2024. FrontView Operating Partnership LP (the “OP”) is the entity through which the Company conducts its business and owns all of the Company's properties either directly or indirectly through subsidiaries. The Company is the sole general partner of the OP. The units not owned by the Company in the OP are referred to as OP Units or non-controlling interests.
The Company is an umbrella partnership real estate investment trust (“UPREIT”) structure with a publicly-traded REIT and is an internally-managed net-lease REIT that acquires, owns and manages primarily properties with frontage that are net leased to a diversified group of tenants. The Company is differentiated by an investment approach focused on properties that are in prominent locations with direct frontage on high-traffic roads that are highly visible to consumers. As of March 31, 2026, the Company owned a well-diversified portfolio of
The following table summarizes the outstanding equity and economic ownership interest of the Company:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||
|
|
Shares of Common Stock |
|
|
OP Units |
|
|
Total Diluted Shares |
|
|
Shares of Common Stock |
|
|
OP Units |
|
|
Total Diluted Shares |
|
||||||
Ownership Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Percent Ownership of OP |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||||
2. ACCOUNTING POLICIES FOR FINANCIAL STATEMENTS
Basis of Presentation and Principles of Consolidation
These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The condensed consolidated financial statements include the financial position, results of operations and cash flows of the Company and subsidiaries in which it has a controlling financial interest. All intercompany amounts have been eliminated in consolidation and the Company’s net income is reduced by the portion of net income attributable to non-controlling interests.
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. These unaudited interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the years ended December 31, 2025 and 2024 contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2026, which provide a more complete understanding of the Company's accounting policies, financial position, operating results, business properties, and other matters. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation have been included. The results of operations for the three months ended March 31, 2026, and 2025 are not necessarily indicative of the results for the full year.
Generally, a controlling financial interest reflects ownership of a majority of the voting interests. The Company consolidates a voting interest entity in which it has a controlling financial interest and a variable interest entity (“VIE”) if it possesses both the power to direct the activities of the VIE that most significantly affects its economic performance, and (a) is obligated to absorb the losses that could be significant to the VIE or (b) holds the right to receive benefits from the VIE that could be significant to the VIE. The Company has concluded that the OP is a VIE and consolidates its interest in the OP as the Company is deemed to be the primary beneficiary. The portion of the OP not owned by the Company is presented as non-controlling interests as of March 31, 2026 and December 31, 2025.
Use of Estimates
The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of these condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of real estate and related intangible assets and liabilities upon acquisition, including the assessment of impairments, as well as depreciable lives, and the collectability of trade receivables. On an on-going basis, the Company's chief operating decision makers review the estimates and assumptions. These estimates are based on
7
historical experience and various other assumptions that the Company's chief operating decision makers believes to be reasonable under the circumstances. Actual results could differ from those estimates.
Real Estate Held for Investment
Real estate held for investment is stated at cost, less accumulated depreciation and impairment losses. Upon acquisition of real estate held for investment considered to be an asset acquisition, the purchase price and related acquisition costs (collectively, “the purchase price”) is capitalized as part of the cost basis. The purchase price is allocated between land, buildings and improvements, site improvements, and identifiable intangible assets and liabilities such as amounts related to in-place leases and origination costs acquired, above- and below-market leases, based upon their relative fair values. The allocation of the purchase price requires judgment and significant estimates. When making estimates of fair values for purposes of allocating the purchase price, the Company utilizes a number of sources, including real estate valuations prepared by an independent valuation firm. The Company also considers information and other factors, including market conditions, the industry the tenant operates in, characteristics of the real estate; e.g., location, size, demographics, value and comparative rental rates; and tenant credit profile. Additionally, the Company considers information obtained about each property from its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets and liabilities acquired. Based on these inputs for measuring and allocating the fair value of real estate acquisitions, the Company utilizes both Level 2 observable market data and Level 3 unobservable inputs that reflect the Company’s own internal assumptions.
The fair values of the land and building assets are determined on an as-if-vacant basis.
Above- and below-market leases are based upon a comparison between existing leases upon acquisition and current market rents for similar real estate. The fair value of above- and below-market leases is equal to the aggregate present value of the spread between the contract and the market rate of each of the in-place leases over their remaining term. The values of the above- and below-market leases are amortized to rental revenues over the remaining term of the related leases.
The fair values of in-place leases and origination costs are determined based on the estimates of carrying costs during the expected lease-up periods and costs that would be incurred to put the existing leases in place under the same market terms and conditions.
In the event a tenant terminates its lease, the unamortized portion of the related intangible values is written off immediately.
Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the asset:
Asset |
|
Estimated useful lives |
Buildings and improvements |
|
|
Site improvements |
|
|
Tenant improvements |
|
|
In-place leases and origination costs |
|
|
Leasing fees |
|
|
Above- and below-market leases |
|
Repairs and maintenance are charged to operations as incurred; major renewals and betterments that extend the useful life or improve the operating capacity of the asset are capitalized.
Assets Held for Sale
The Company classifies assets held for sale when all of the following criteria are met: (1) management commits to a plan to sell the property, (2) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary for sale of real estate properties, (3) an active program to locate a buyer and conduct other actions required to complete the sale has been initiated, (4) the sale of the property is probable and is expected to qualify as a completed sale, (5) the property is actively marketed for sale at a price that is reasonable in relation to its fair value, and (6) actions required to complete the sale indicate that it is unlikely that any significant changes will be made or that the plan to sell will be withdrawn.
8
For properties classified as held for sale, the Company suspends depreciation and amortization of the real estate properties, including the related intangible lease assets and liabilities, as well as straight-line revenue recognition of the associated lease. Properties held for sale are carried at the lower of cost or fair value, less estimated selling costs. If the estimated fair value less selling costs is lower than the carrying value, the difference will be recorded as an impairment on assets held for sale in the condensed consolidated statements of operations and comprehensive income (loss). The Company estimated the fair value of the assets held for sale using Level 2 and Level 3 inputs based on the negotiated selling price, less costs of disposal, received from a third party and a capitalized fair value approach, less costs of disposal, based on market rents and capitalization rates from comparable transactions, respectively. The results of operations for properties disposed of or classified as held for sale were not reclassified as discontinued operations as these events are a normal part of the Company’s operations and do not represent strategic shifts in the Company’s operations.
Impairment of Long-lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The net recoverable amount represents the undiscounted estimated future cash flow expected to be earned from the long-lived asset. In the case of real estate, the undiscounted estimated future cash flows are based on expected cash flows from the use and eventual disposition of the property. The review of anticipated cash flows involves subjective assumptions of estimated occupancy, rental rates and residual value. If such impairment is present, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value.
All investments in real estate are subject to elements of risk and are affected by, but not limited to, the general prevailing economic conditions, local real estate markets, supply and demand for leased premises, competition and governmental laws and other requirements.
The Company determined the fair value measurement using a range of significant unobservable fair value level inputs, including broker market information and recent comparable sales transactions.
The following table summarizes the Company's impairment for the respective periods:
|
|
For the three months ended March 31, |
|
|||||
(in thousands, except number of properties) |
|
2026 |
|
|
2025 |
|
||
Number of properties |
|
|
|
|
|
|
||
Impairment loss |
|
$ |
|
|
$ |
|
||
Revenue Recognition and Accounts Receivable
The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). For property related contracts that contain leases, revenue is recognized when the lessee takes possession of or controls the physical use of the leased assets. At the time of lease assumption or inception of a new lease, including new leases that arise from amendments, the Company assesses the terms and conditions of the lease to determine the property lease classification.
A lease is classified as an operating lease if none of the following criteria are met: (i) ownership transfers to the lessee at the end of the lease term, (ii) the lessee has a purchase option that is reasonably expected to be exercised, (iii) the lease term is for a major part of the economic life of the leased property, (iv) the present value of the future lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the leased property, and (v) the leased property is of such a specialized nature that it is expected to have no future alternative use to the Company at the end of the lease term. If one or more of these criteria are met, the lease will generally be classified as a sales-type lease, unless the lease contains a residual value guarantee from a third party other than the lessee, in which case, it would be classified as a direct financing lease under certain circumstances.
As of March 31, 2026 and December 31, 2025, all of the Company's leases with tenants are accounted for as operating leases. Minimum rents are recognized on a straight-line basis over the term of the respective leases and reasonably certain renewal periods. The difference between rental revenue recognized and the cash rent due under the provisions of the lease is recorded as deferred rent receivable and included as a component of other assets in the condensed consolidated balance sheets. If the Company determines that collectibility of the lease payments is not probable, the Company records an adjustment to rental revenues to reduce the outstanding receivables where collectibility is not probable including deferred rent receivables. Future revenue recognized is limited to amounts paid by the lessee.
9
The Company's property leases have been classified as operating leases and some have scheduled rent increases throughout the lease term. The Company's leases typically provide the tenant with one or more multi-year renewal options to extend their leases, subject to generally the same terms and conditions, including rent increases, consistent with the initial lease term.
Variable rental amounts include rent increases that are based on changes in the Consumer Price Index (“CPI”), percentage rent or lease terminations. Variable rental amounts are not recognized until the specific events that trigger the variable payments have occurred.
For the three months ended March 31, 2026, and 2025, the Company had
In accordance with ASC 842, provisions for uncollectible rent are recorded as an offset to rental revenues in the accompanying condensed consolidated statements of operations and comprehensive income (loss).
Mortgage Loans Receivable
The Company provided seller-financing to the acquirers of certain real estate property sales. As of March 31, 2026, the Company had four mortgage loans receivables in its portfolio.
The full gain on sale of the properties is recognized at the time of disposition. Interest income associated with the mortgage loans receivable is recognized when earned. The Company evaluates its loan receivable balances, including accrued interest, for potential credit losses by analyzing the credit of the borrower, the remaining time to maturity of the loan, collateral value and quality, and other relevant factors. Allowance is recorded when management determines that full recovery of the contractually specified payments of principal and interest is doubtful.
Cash and Cash Equivalents
Cash and cash equivalents comprise amounts held in operating bank and money market accounts.
Financing Transaction and Discount Costs
Financing transaction costs incurred in connection with obtaining debt are deferred and amortized over the term of the related debt. For any debt acquired at a discount, where the fair value of debt is less than the carrying amount, the fair value discount is amortized over the term of the related debt using the effective interest method. The amortization of financing transaction costs and fair value discount is charged to interest expense on the accompanying condensed consolidated statements of operations and comprehensive income (loss). The unamortized balance of deferred financing transaction costs associated with the Revolving Credit Facility and Term Loan are reported within other assets and debt, net, respectively, in the condensed consolidated balance sheets.
Derivative Instruments
The Company uses derivative instruments to manage exposure to interest rates. The Company does not enter into derivatives for trading or speculative purposes.
All derivatives are recognized at fair value on the Company’s condensed consolidated balance sheets. The accounting for gains and losses resulting from changes in fair value depends on the use of the derivative and whether it is designated and qualifies for hedge accounting. The Company formally documents the relationship of the hedge with the hedged item as well as the risk-management strategy for all designated hedges. Both at inception and on an ongoing basis, the hedging instrument is assessed as to its effectiveness, when applicable. If and when a derivative is determined not to be highly effective as a hedge, the underlying hedged transaction is no longer likely to occur, or the derivative is terminated, hedge accounting is discontinued.
The Company is subject to the credit risk of the counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. The Company manages individual counterparty exposure by monitoring the credit rating of the counterparty and the size of financial commitments and exposures between the Company and the counterparty.
Certain interest rate swap agreements are qualified and designated as cash flow hedges. The effective portion of the fair value unrealized gain or loss on cash flow hedges is reported as a component of accumulated other comprehensive income (“AOCI”) with offsetting amounts recorded in the Company’s condensed consolidated balance sheets depending on the position and the duration of the contract. The gain or loss on the derivative instrument due to the change in fair value is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in earnings.
10
Non-Controlling Interests
Non-controlling interests represent the interests held in the OP of
The Company periodically adjusts the carrying value of non-controlling interests to reflect their share of the book value of the OP. Such adjustments are recorded to additional paid-in capital as a reallocation of non-controlling interests in the condensed consolidated statements of equity.
The OP units may be redeemed at the option of the holder or through certain change of control transactions and liquidation events. Approval of the Company’s Board of Directors would be required to effect any change in control transaction or liquidation event and the Company has the right to reject any redemption request received from OP unitholders. Additionally, the Company has the right to settle any approved redemption request of OP units through the issuance of Common Stock or cash, at the option of the Company. Therefore, the OP units are classified within permanent equity. The redemption value of OP units is calculated based on the market value of the Company’s Common Stock or the approved tender offer in the event of a change of control transaction.
Stock-Based Compensation
The Company has issued restricted stock units (“RSUs”) and Long-Term Incentive Plan Units (“LTIP Units”) under its 2024 Omnibus Equity and Incentive Plan (“Equity and Incentive Plan”). The Company accounts for stock-based compensation in accordance with ASC 718, Compensation — Stock Compensation, which requires that such compensation expense be recognized based on the award's estimated grant-date fair value. For time-based awards, the value of such awards is recognized as compensation expense in general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss) over the applicable vesting period on a straight-line basis, or at the cumulative amount vested at each balance sheet date if greater. For performance-based LTIP Units, compensation expense is recognized over the requisite service period based on the grant-date fair value determined using a Monte Carlo simulation model, which incorporates the market conditions embedded in the award. The Company records forfeitures during the period in which they occur by reversing all previously recorded stock-based compensation expense associated with the forfeited awards. Dividends declared on RSUs issued under the Equity and Incentive Plan are recorded as cumulative distributions in excess of retained earnings in the condensed consolidated balance sheets.
Income Taxes
The Company has elected to be treated as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the “Code”) and expects to continue to qualify as a REIT. To qualify as a REIT, the Company is subject to various requirements including that it generally must distribute at least
The Company intends to distribute
The Company is subject to state and local income or franchise taxes in certain jurisdictions in which some of its properties are located and records these within income taxes in the accompanying condensed consolidated statements of operations and comprehensive income (loss).
Taxable income from certain non-REIT activities is managed through a taxable REIT subsidiary (“TRS”) and is subject to applicable federal, state, and local income and margin taxes. The Company had no significant taxes associated with its TRS for the three months ended March 31, 2026 and March 31, 2025.
The Company and certain of its subsidiaries (including the predecessor) are required to file income tax returns with U.S. federal and state taxing authorities. As of March 31, 2026, the Company’s U.S. federal and state income tax returns remain subject to
11
examination by the respective taxing authorities for the tax years, and the predecessor’s U.S. federal and state income tax returns remain subject to examination by the respective taxing authorities for the 2022 through 2024 tax years.
Earnings Per Share
Earnings per common share have been computed pursuant to the guidance in ASC 260, Earnings Per Share, which requires the classification of the Company's unvested RSUs, which contain rights to receive non-forfeitable dividends, and the Company's Series A Convertible Preferred Stock, par value $
The two-class method is an earnings allocation formula that determines earnings per share for each class of Common Stock and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. In accordance with the two-class method, the Company's calculation of earnings per share excludes income attributable to participating securities from the numerator and allocates such income to each participating class. The weighted average number of shares of Common Stock outstanding and potentially dilutive securities are included in the denominator in accordance with the treasury stock method and if-converted method, as applicable. Basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of Common Stock outstanding during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. For the periods presented, certain potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect.
Concentration of Credit Risk
Credit risk arises from the potential that a counterparty will fail to perform its obligations. The Company is not exposed to significant credit risk as the Company maintains a number of diverse tenants which mitigates the credit risk.
Segment Reporting
The Company currently organizes and operates its business in a reportable segment, which includes the acquisition, leasing, mortgage loan financing and ownership of net leased properties. The consolidated totals represent the aggregated results of the Company's single reportable operating segment.
The Company's chief operating decision maker (“CODM”) is the Company's executive management team, which consists of the . The CODM assesses operating performance, financial results, and allocates resources based on consolidated net income (loss) as reported on the condensed consolidated statements of operations and comprehensive income (loss). Significant segment expenses and other segment items are identical to the reporting in the condensed consolidated statements of operations and comprehensive income (loss). The CODM reviews the Company's revenues, expenses and assets at the consolidated level for the entire portfolio and therefore, each property or property type is not considered an individual operating segment. The Company does not evaluate the results of operations based on geography, size, or property type.
Fair Value Measurement
ASC 820 defines fair values as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. In instances, where the determination of the fair value measurement is based on inputs from more than one level of the fair value hierarchy, the entire fair value measurement is classified based on the lowest-level input.
The hierarchy is measured in three levels based on the reliability of inputs:
Level 1 – Quoted prices that are available in active markets for identical assets or liabilities.
Level 2 – Pricing inputs other than quoted prices in active markets, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
All the Company's debt and interest rate swap agreements are classified within Level 2 of the fair value hierarchy.
12
The fair value of the Company’s debt was estimated using recent secondary markets, recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current SOFR and discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect the Company’s judgment as to the approximate current lending rates for loans with similar maturities and assumes that the debt is outstanding through maturity.
The Company measures the fair value of its interest rate swap agreements using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates derived from the observable market interest rate curves.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following table summarizes the carrying amount reported in the condensed consolidated balance sheets and the Company's estimate of the fair value of debt:
(in thousands) |
March 31, |
|
|
December 31, |
|
|||
Carrying amount |
|
$ |
|
|
$ |
|
||
Fair value |
|
|
|
|
|
|||
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2026, and 2025, to present separate line items under revenue and to reclassify the amortization of software costs from general and administrative expenses to depreciation and amortization.
Subsequent Events
Recently Adopted Accounting Pronouncements
As an emerging growth company, the Company has generally elected to opt into the extended transition period for non-public business entities for new or revised accounting standards. The Company continuously evaluates the potential impact of recently released accounting standards to ensure compliance.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU enhances expense disclosures on both an annual and interim basis by requiring public business entities to disclose additional information about specific expense categories in the notes to the condensed consolidated financial statements. This ASU requires public entities to disclose, in a tabular format, purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion, as applicable, for each income statement line item that contains those expenses. Specific expenses, gains and losses that are already disclosed under existing GAAP are also required to be included in the disaggregated income statement expense line-item disclosures, and any remaining amounts will need to be described qualitatively. Additionally, the ASU requires disclosure of the total amount of selling expenses and the entity’s definition of selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. The Company is evaluating the impact of adopting this ASU.
In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (ASU 2025-09)”. This ASU expands eligibility of risk components for hedge designation, clarifies the presentation and disclosure requirements for hedging relationships, and simplifies the assessment of hedge effectiveness. For entities other than public business entities, this ASU is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the guidance and potential additional disclosures required.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements (ASU 2025-11)”. This ASU is intended to clarify and improve certain aspects of interim financial reporting, including the requirements for interim disclosures and the application of recognition and measurement guidance in interim periods. For entities other than public business
13
entities, this ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2028. The Company is currently evaluating the potential impact of the guidance and potential additional disclosures required.
3. REAL ESTATE HELD FOR INVESTMENT AND LEASE ARRANGEMENTS
The Company acquires, owns, and manages net-leased properties with frontage. The leases are generally net leases, where the tenants are generally responsible for the payment of real estate taxes, insurance premiums and maintenance costs related to the leased property. The leases have been classified as operating leases and generally provide for limited increases in rent as a result of fixed increases, increases in CPI, or increases in tenant’s sales volume.
As of March 31, 2026 and December 31, 2025, the Company had a portfolio of
During the three months ended March 31, 2026, the Company acquired
During the year ended December 31, 2025, the Company acquired
The acquisitions were all accounted for as asset acquisitions.
(in thousands) |
March 31, 2026 |
|
December 31, 2025 |
|
||
Land |
$ |
|
$ |
|
||
Buildings |
|
|
|
|
||
Site improvements |
|
|
|
|
||
Other assets |
|
|
|
|
||
Intangible assets: |
|
|
|
|
||
Above-market leases |
|
|
|
|
||
In-place leases and origination costs |
|
|
|
|
||
|
|
|
|
|
||
Liabilities assumed: |
|
|
|
|
||
Below-market leases intangible liabilities |
|
( |
) |
|
( |
) |
Accounts payable and accrued liabilities |
|
( |
) |
|
( |
) |
Purchase price (including acquisition costs) |
$ |
|
$ |
|
||
During the three months ended March 31, 2026, the Company sold
During the year ended December 31, 2025, the Company sold
During the year ended December 31, 2025, the Company received proceeds for the expropriation from the state for a portion of real estate from
During the year ended December 31, 2025, the Company sold a partial interest in
14
costs of $
The depreciation expense on real estate held for investment was as follows:
|
|
For the three months ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Depreciation |
|
$ |
|
|
$ |
|
||
The following table summarizes amounts reported as rental revenues on the accompanying condensed consolidated statements of operations and comprehensive income (loss):
|
|
For the three months ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Rental revenues: |
|
|
|
|
|
|
||
Contractual rental amounts billed |
|
$ |
|
|
$ |
|
||
Reimbursable income |
|
|
|
|
|
|
||
Percentage rent |
|
|
|
|
|
|
||
Other operating income |
|
|
|
|
|
|
||
Adjustment to recognize contractual rental amounts on a straight-line basis |
|
|
|
|
|
|
||
Above/below market lease amortization, net |
|
|
( |
) |
|
|
( |
) |
Total rental revenues |
|
$ |
|
|
$ |
|
||
Total estimated future minimum rents to be received under non-cancelable leases in effect as of March 31, 2026, are as follows:
(in thousands) |
|
March 31, 2026 |
|
|
Remainder of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
|
|
$ |
|
|
Since lease renewal periods are exercisable at the option of the tenant, the above amounts only include future lease payments due during the initial lease terms. Such amounts exclude any potential variable rent increases that are based on changes in the CPI or future variable rents which may be received under the leases based on a percentage of the tenant’s gross sales.
4. MORTGAGE LOANS RECEIVABLE
In connection with the sales of certain real estate properties, the Company provided seller-financing to the acquirers. The loan-to-value (LTV) of the mortgage loans receivables range from
15
The following is a summary of the Company's mortgage loans receivable portfolio as of March 31, 2026:
(in thousands, except number of properties and percentages) |
|
|
|
|
|
|
|
|
|
|||||
Loan Type |
|
Monthly Payment (1) |
|
Number of Secured Properties |
|
Effective Interest Rate |
|
Stated Interest Rate |
|
Maturity Date |
|
March 31, 2026 |
|
|
Mortgage |
|
I/O |
|
|
|
|
|
$ |
|
|||||
Mortgage |
|
I/O |
|
|
|
|
|
|
|
|||||
Mortgage |
|
I/O |
|
|
|
|
|
|
|
|||||
Mortgage |
|
P + I |
|
|
|
|
|
|
|
|||||
Total mortgage loans receivables |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
5. INTANGIBLE ASSETS AND LIABILITIES
The following is a summary of intangible lease assets and liabilities and related accumulated amortization:
(in thousands) |
|
Cost |
|
|
Accumulated Amortization |
|
|
Net Book Value |
|
|||
Intangible lease assets: |
|
|
|
|
|
|
|
|
|
|||
In-place leases and origination costs |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Above-market leases |
|
|
|
|
|
|
|
|
|
|||
Leasing fees |
|
|
|
|
|
|
|
|
|
|||
Total intangible lease assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Intangible lease liabilities: |
|
|
|
|
|
|
|
|
|
|||
Below-market leases |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Total intangible lease liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
(in thousands) |
|
Cost |
|
|
Accumulated Amortization |
|
|
Net Book Value |
|
|||
Intangible lease assets: |
|
|
|
|
|
|
|
|
|
|||
In-place leases and origination costs |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Above-market leases |
|
|
|
|
|
|
|
|
|
|||
Leasing fees |
|
|
|
|
|
|
|
|
|
|||
Total intangible lease assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Intangible lease liabilities: |
|
|
|
|
|
|
|
|
|
|||
Below-market leases |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Total intangible lease liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The amortization and net adjustment to rental revenue of intangible lease assets and liabilities was as follows:
|
|
For the three months ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Amortization: |
|
|
|
|
|
|
||
Amortization of in-place leases and leasing fees |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Net adjustment to rental revenue: |
|
|
|
|
|
|
||
Above-market and below-market leases |
|
$ |
|
|
$ |
|
||
16
The remaining weighted average amortization period for the Company’s intangible assets and liabilities as of March 31, 2026 and December 31, 2025 by category are as follows:
Years remaining as at |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
In-place leases and origination costs |
|
|
|
|
|
|
||
Leasing fees |
|
|
|
|
|
|
||
Above-market leases |
|
|
|
|
|
|
||
Below-market leases |
|
|
|
|
|
|
||
The estimated future amortization expense for intangible lease assets, net of intangible lease liabilities, are as follows:
(in thousands) |
|
In-place leases and origination costs |
|
|
Leasing fees |
|
|
Above-market leases |
|
|
Below-market leases |
|
|
March 31, 2026 |
|
|||||
Remainder of 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
2027 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
2028 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
2029 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
2030 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Thereafter |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
6. DEBT, NET
|
|
As of March 31, 2026 |
|
|||||||
(in thousands, except interest rate) |
|
Note |
|
Maturity |
|
Interest Rate |
|
|
|
|
Revolving Credit Facility |
|
(a) |
|
|
|
$ |
|
|||
Term Loan |
|
(b) |
|
|
|
|
|
|||
Unamortized financing transaction costs, Term Loan |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
$ |
|
|
* The approximate SOFR rate at March 31, 2026 was
|
|
As of December 31, 2025 |
|
|||||||
(in thousands, except interest rate) |
|
Note |
|
Maturity |
|
Interest Rate |
|
|
|
|
Revolving Credit Facility |
|
(a) |
|
|
|
$ |
|
|||
Term Loan |
|
(b) |
|
|
|
|
|
|||
Unamortized financing transaction costs, Term Loan |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
$ |
|
|
** The approximate SOFR rate at December 31, 2025 was
As of March 31, 2026 and December 31, 2025, the weighted average interest rate was
The aggregate principal repayment of the Company’s debt, excluding the unamortized financing transaction costs of $
(in thousands) |
|
|
|
|
|
|
|
March 31, 2026 |
|
|
Remainder of 2026 |
|
$ |
— |
|
||||||
2027 |
|
|
|
|||||||
On October 3, 2024, the Company entered into a credit facility agreement with JPMorgan Chase Bank, N.A., which provides for an unsecured revolving line of credit of $
17
amended the Revolving Credit Facility to remove the
On October 3, 2024, the Company entered into a credit facility agreement with JPMorgan Chase Bank N.A. as administrative agent that provided commitments for an unsecured term loan, allowing borrowings of up to $
Debt Covenants
The Company is subject to various financial and operational covenants and financial reporting requirements pursuant to its Revolving Credit Facility and Term Loan agreements. These covenants require the Company to maintain certain financial ratios. As of March 31, 2026 and December 31, 2025, the Company believes it was in compliance with all of its loan covenants. If a default or event of default exists, either through default on payments or breach of covenants, we may be restricted from paying dividends to our stockholders in excess of dividends required to maintain our REIT qualification.
7. INTEREST RATE SWAPS
The Company uses derivative instruments to manage exposures to interest rates arising in connection with its outstanding debt arrangements. The Company has established policies and procedures that govern the risk management of these exposures. Both at inception and on an ongoing basis, the derivative instruments that qualify for hedge accounting are assessed as to their effectiveness, when applicable.
The Company is subject to the credit risk of counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. None of the concentrations of risk with an individual counterparty was considered significant as of March 31, 2026. The Company does not expect any counterparties to fail to meet their obligations. The Company records derivatives in the condensed consolidated balance sheets at fair value.
Cash Flow Hedge
On March 3, 2025, the Company entered into interest rate swap agreements to manage interest rate risk exposure on the Term Loan. The aggregate notional amount of these contracts is $
On September 10, 2025, the Company entered into five sequential interest rate swap agreements to manage interest rate risk exposure on the Revolving Credit Facility, with the first interest rate swap agreement effective September 12, 2025. Each agreement is structured to commence immediately following the maturity of the preceding agreement. The aggregate notional amount on these contracts is $
18
The above interest rate swap agreements are designated and qualify as a cash flow hedge and as such, the gain or loss on the derivative instruments due to the change in fair value is reported as a component of AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in earnings. The Company did not have any ineffectiveness related to cash flow hedges during the three months ended March 31, 2026 and 2025.
The cash inflows and outflows associated with the Company’s interest rate swap agreements designated as cash flow hedges are classified in cash flows from operating activities in the accompanying condensed consolidated statements of cash flows.
The Company expects a gain of $
The effects of designated cash flow hedges on the Company’s condensed consolidated statements of operations and comprehensive income (loss) consisted of the following for the three months ended March 31, 2026 and 2025:
|
|
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) |
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) |
|
Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion) |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
|
|
2026 |
|
|
2025 |
|
||||
Interest rate swaps |
|
$ |
|
|
$ |
( |
) |
|
Interest expense, net |
|
$ |
( |
) |
|
$ |
— |
|
|
The table below shows the fair value and location of the derivatives recognized in the Company’s condensed consolidated balance sheets as at March 31, 2026 and December 31, 2025:
|
|
Derivative Assets |
|
|||||||
|
|
|
|
Fair Value as of |
|
|||||
(in thousands) |
|
Balance Sheet Location |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Interest rate swaps |
|
Other assets |
|
$ |
|
|
$ |
|
||
|
|
Derivative Liabilities |
|
|||||||
|
|
|
|
Fair Value as of |
|
|||||
(in thousands) |
|
Balance Sheet Location |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Interest rate swaps |
|
Accounts payable and accrued liabilities |
|
$ |
( |
) |
|
$ |
( |
) |
8. EQUITY
Pursuant to the Company's Articles of Incorporation (the “Charter”), the Company is authorized to issue an aggregate of
Stock Repurchase Program
In November 2025, the Board of Directors authorized a stock repurchase program under which the Company may purchase
up to $
repurchases through open market transactions, block purchases, privately negotiated transactions or in such other manner in
compliance with applicable securities laws and regulations. The manner, timing and amount of any repurchases will be based on an evaluation of business, market and other conditions, stock price, regulatory and contractual requirements, capital availability and other
factors. The repurchase program does not require the Company to acquire any particular amount of Common Stock, and the program
19
may be suspended, modified or discontinued at any time at the Company’s discretion without prior notice. As of March 31, 2026, no
repurchases have been under the stock repurchase program.
ATM Program
On February 27, 2026, the Company established an at-the-market common equity offering program (“ATM Program”), through which it may, from time to time, publicly offer and sell shares of Common Stock having an aggregate gross sales price of up to $
Dividends
During the three months ended March 31, 2026, the Board of Directors approved the following Common Stock and OP Unit quarterly dividends:
(in thousands, except per share amounts) |
|
|
|
|
|
|||||||
For the three months ended March 31, 2026 |
||||||||||||
Declaration Date |
|
Dividend per Share |
|
|
Record Date |
|
Total Amount (1) |
|
|
Payment Date |
||
|
$ |
|
|
|
$ |
|
|
|||||
|
|
$ |
|
|
|
|
$ |
|
|
|
||
During the three months ended March 31, 2025, the Board of Directors approved the following Common Stock and OP Unit quarterly dividends:
(in thousands, except per share amounts) |
||||||||||||
For the three months ended March 31, 2025 |
||||||||||||
Declaration Date |
|
Dividend per Share |
|
|
Record Date |
|
Total Amount |
|
|
Payment Date |
||
|
$ |
|
|
|
$ |
|
|
|||||
|
|
$ |
|
|
|
|
$ |
|
|
|
||
9. SERIES A CONVERTIBLE PREFERRED STOCK
In November 2025, the Company entered into an investment agreement with certain institutional investors pursuant to which the Company agreed to sell
Each share of Series A Preferred Stock is convertible, at the option of the holder at any time, into shares of Common Stock at an initial conversion rate of
The Company may, at its option, convert Series A Preferred Stock into shares of Common Stock in the event of a “change of control” transaction. In a change of control where the per share consideration to be paid on Common Stock (the “Change of Control Conversion Price”) is less than the then-effective conversion price, the conversion rate will be adjusted so that the number of shares of Common Stock into which a share of Series A Preferred Stock will convert will equal the liquidation preference of $
The Company may redeem the Series A Preferred Stock at any time, subject to certain conditions, beginning three years after the last issuance date of Series A Preferred Stock, at a cash redemption price per share equal to the Liquidation Preference plus accrued and unpaid regular dividends. In addition to the cash redemption price, the Company will issue a warrant to each holder (other than a Terminating Holder (as defined in the Articles Supplementary)) representing the right to purchase, at an exercise price equal to the Series A Preferred Stock conversion price as of the business day before the redemption date, a number of shares of Common Stock equal to the aggregate Liquidation Preference of the shares of Series A Preferred Stock to be redeemed divided by such conversion price. The Series A Preferred Stock is not redeemable at the option of the holders.
20
In the event of a voluntary or involuntary liquidation, dissolution, or winding up of the Company, each share of Series A Preferred Stock entitles the holder to receive, prior to any distributions to junior stock and subject to the rights of any senior stock and the rights of the Company's creditors, the greater of (i) the Liquidation Preference per share plus accrued and unpaid regular dividends, and (ii) the amount such holder would have received had such share been converted into Common Stock on the payment date.
As of March 31, 2026,
Series A Preferred Stock Dividends
During the three months ended March 31, 2026, the Board of Directors approved a quarterly dividend on each share of Series A Preferred Stock outstanding as of March 31, 2026, to be paid on April 15, 2026 to holders of record as of March 31, 2026. On April 15, 2026, the Company paid such quarterly dividend in an aggregate amount of $
10. NON-CONTROLLING INTERESTS
Non-controlling interests are comprised of OP Units. The OP Units are economically equivalent to the Company's Common Stock and, subject to certain restrictions, are redeemable into the Company's Common Stock at the option of the respective unit holders on a one-for-one basis. Holders of the OP Units do not have voting rights in the Company. The OP Units are redeemable at the option of the holder, in which case however, the Company may issue Common Stock or cash, at the Company’s election. Therefore, the OP Units are considered to be permanent equity. Redemption of OP Units held by non-controlling interest holders are recorded by reducing non-controlling interest at historical cost basis with a corresponding increase in Common Stock and additional paid-in capital.
For the three months ended March 31, 2026 and 2025, there were
11. STOCK-BASED COMPENSATION
RSUs
During the three months ended March 31, 2026,
The total amount of stock-based compensation expense recognized in general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss) was $
Pursuant to the Equity and Incentive Plan, the Company made service-based grants of RSUs to certain employees and non-employee directors. The RSUs have no rights as a common stockholder, but have dividend equivalent rights equal to the cash dividends paid with respect to the corresponding number of common shares to be issued in respect of the RSUs. The vesting terms of these grants are specific to the individual grant, with a maximum term of
21
The following table presents information about the Company's RSU activity:
|
|
For the three months ended March 31, |
|
|||||
|
|
2026 |
|
|||||
(in thousands, except per share amounts) |
|
Number of Shares |
|
|
Weighted Average Grant Date Fair Value per Share |
|
||
Unvested RSU grants outstanding as of beginning of period |
|
|
|
|
$ |
|
||
Granted during the period |
|
|
|
|
|
|
||
Vested during the period |
|
|
( |
) |
|
|
|
|
Forfeited during the period |
|
|
( |
) |
|
|
|
|
Unvested RSU grants outstanding as of end of period |
|
|
|
|
$ |
|
||
LTIPs
During the three months ended March 31, 2026, the Company granted LTIP Units to certain employees and non-employee directors under the Equity and Incentive Plan. Each LTIP Unit may be converted into OP Unit upon satisfaction of vesting and other conditions set forth in the applicable award agreement and the OP Agreement, including the requirement that the holder’s capital account balance per LTIP Unit equal the capital account balance per OP Unit.
Time-Based LTIP Units
During the three months ended March 31, 2026,
The following table presents information about the Company’s Time-Based LTIP Unit activity:
|
|
For the three months ended March 31, |
|
|||||
|
|
2026 |
|
|||||
(in thousands, except per share amounts) |
|
Number of LTIP Units |
|
|
Weighted Average Grant Date Fair Value per Unit |
|
||
Unvested Time-Based LTIP Units at beginning of period |
|
|
|
|
$ |
|
||
Granted during the period |
|
|
|
|
|
|
||
Vested during the period |
|
|
|
|
|
|
||
Forfeited during the period |
|
|
|
|
|
|
||
Unvested Time-Based LTIP Units as of end of period |
|
|
|
|
$ |
|
||
During the three months ended March 31, 2026, the Company recognized $
Performance-Based LTIP Units
During the three months ended March 31, 2026,
22
Following certification of performance achievement by the Compensation Committee (the “Measurement Date”), earned units vest in two equal tranches,
Prior to the Measurement Date, holders of Performance-Based LTIP Units are entitled to distributions in an amount per Performance-Based LTIP Unit equal to
During the three months ended March 31, 2026, the Company recognized $
The following table presents information about the Company’s Performance-Based LTIP Unit activity:
|
|
For the three months ended March 31, |
|
|||||
|
|
2026 |
|
|||||
(in thousands, except per share amounts) |
|
Number of LTIP Units |
|
|
Weighted Average Grant Date Fair Value per Unit |
|
||
Unvested Performance-Based LTIP Units at beginning of period |
|
|
|
|
$ |
|
||
Granted during the period |
|
|
|
|
|
|
||
Vested during the period |
|
|
|
|
|
|
||
Forfeited during the period |
|
|
|
|
|
|
||
Unvested Performance-Based LTIP Units as of end of period |
|
|
|
|
$ |
|
||
12. EARNINGS PER SHARE
The following table summarizes the components used in the calculation of basic and diluted earnings per share (“EPS”):
|
For the three months ended March 31, |
|
|||||
(in thousands, except per share amounts) |
2026 |
|
|
2025 |
|
||
Basic earnings: |
|
|
|
|
|
||
Net income (loss) attributable to FrontView REIT, Inc. common stockholders |
$ |
|
|
$ |
( |
) |
|
Less: Net income (loss) allocated to participating unvested restricted stock units |
|
( |
) |
|
|
( |
) |
Less: Net income (loss) allocated to participating Series A Preferred Stock |
|
( |
) |
|
|
— |
|
Net loss used to compute basic earnings per common share |
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
||
Diluted earnings: |
|
|
|
|
|
||
Net loss used to compute basic earnings per common share |
$ |
( |
) |
|
$ |
( |
) |
Net loss used to compute diluted earnings per common share |
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
||
Weighted average number of common shares outstanding |
|
|
|
|
|
||
Less: weighted average unvested restricted stock units (1) |
|
( |
) |
|
|
( |
) |
Weighted average number of common shares outstanding used in |
|
|
|
|
|
||
|
|
|
|
|
|
||
Basic and Diluted earnings per share |
$ |
|
|
$ |
( |
) |
|
23
13. OTHER ASSETS
(in thousands) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Accounts receivable, net |
|
$ |
|
|
$ |
|
||
Deferred rent receivables |
|
|
|
|
|
|
||
Fair value of interest rate swaps |
|
|
|
|
|
|
||
Deferred offering costs |
|
|
|
|
|
|
||
Deferred financing transaction costs, net |
|
|
|
|
|
|
||
Prepaid expenses and other assets |
|
|
|
|
|
|
||
Total other assets |
|
$ |
|
|
$ |
|
||
14. RELATED PARTY TRANSACTIONS
For the three months ended March 31, 2025, the Company incurred outsourcing service fees of $
15. CONTINGENCIES
Litigation
From time to time, the Company is a party to various litigation matters incidental to the conduct of the Company’s business. While the resolution of such matters cannot be predicted with certainty, based on currently available information, the Company does not believe that the final outcome of any of these matters will have a material effect on its condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income (loss) or liquidity.
Environmental matters
As an owner of real estate property, the Company is subject to various U.S. federal, state and municipal laws related to environmental matters. These laws could hold the Company liable for the costs of removal and remediation of certain hazardous substances or wastes released or deposited on or in its properties or disposed of at other locations. The failure to remove or remediate such substances, if any, could adversely affect the Company’s ability to sell its real estate or to borrow using real estate as collateral and could potentially result in claims or other proceedings against the Company. The Company engages third party consultants to review the environmental condition of such property as part of its due diligence review prior to acquisition and is not aware of any material non-compliance with environmental laws at any of its properties.
Property and acquisition related
In the normal course of business, the Company enters into various types of commitments to purchase real estate properties or fund development projects. These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase the properties.
As of March 31, 2026, the Company did not have any material commitments that could not be funded for re-leasing costs, recurring capital expenditures, non-recurring building improvements, or similar types of costs.
16. SUBSEQUENT EVENTS
The Company identified the following events subsequent to March 31, 2026 that are not recognized in the accompanying condensed consolidated financial statements:
24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Except where the context suggests otherwise, as used in this Quarterly Report on Form 10-Q, the terms “FVR,” “we,” “us,” “our,” and “our company” refer to FrontView REIT, Inc., a Maryland corporation incorporated on June 23, 2023, and, as required by context, FrontView Operating Partnership LP, a Delaware limited partnership, which we refer to as the or our “OP”, and to their respective subsidiaries.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes to the Condensed Consolidated Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q.
Explanatory Note and Certain Defined Terms
Unless the context otherwise requires, the following terms and phrases are used throughout this MD&A as described below:
Overview
We are an internally managed net-lease real estate investment trust (“REIT”) focused on acquiring, owning, and managing properties with frontage that are leased to a diversified tenant base. Our real estate-first investment strategy is centered around highly
25
visible properties in prominent retail corridors with strong underlying real estate fundamentals. We target properties along high-traffic roads that offer strong consumer visibility and adaptable building formats capable of supporting various businesses over time.
As of March 31, 2026, FrontView owned a diversified portfolio of 309 direct frontage properties across 36 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, fitness, and general retail along with several other diversified industries.
As of March 31, 2026, we had total debt of $314.0 million, Net Debt of $304.7 million, Net Debt to Annualized Adjusted EBITDAre ratio of 5.3x and a Fixed Charge Coverage Ratio of 3.5x. 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.
Our Real Estate Investment Portfolio
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 March 31, 2026.
Diversification by Tenant Brand
We typically seek tenants that operate service-oriented businesses, such as medical and dental providers, quick-service and casual dining restaurants, financial institutions, cellular retailers, automotive related, fitness, and general retail along with several other diversified industries.
As of March 31, 2026, our properties were occupied by 327 leases that operated 156 different brands, with no single tenant brand accounting for more than 3.1% of our ABR.
The following table sets forth information with respect to all of our tenant brands (based on ABR) as of March 31, 2026:
# |
|
Tenant Concepts |
|
# of Leases |
|
|
% of ABR |
|
|
Investment Grade Rated |
||
1 |
|
Dollar Tree |
|
|
13 |
|
|
|
3.10 |
% |
|
Yes |
2 |
|
Fast Pace Urgent Care |
|
|
8 |
|
|
|
2.74 |
% |
|
— |
3 |
|
Verizon |
|
|
9 |
|
|
|
2.64 |
% |
|
Yes |
4 |
|
Raising Canes |
|
|
6 |
|
|
|
2.34 |
% |
|
— |
5 |
|
LA Fitness |
|
|
3 |
|
|
|
2.21 |
% |
|
— |
6 |
|
Dick's |
|
|
1 |
|
|
|
2.16 |
% |
|
Yes |
7 |
|
Oak Street Health |
|
|
6 |
|
|
|
2.09 |
% |
|
— |
8 |
|
IHOP |
|
|
7 |
|
|
|
1.92 |
% |
|
— |
9 |
|
Mammoth Car Wash |
|
|
6 |
|
|
|
1.90 |
% |
|
— |
10 |
|
Bank of America |
|
|
5 |
|
|
|
1.86 |
% |
|
Yes |
11 |
|
Range USA |
|
|
3 |
|
|
|
1.84 |
% |
|
— |
12 |
|
LA-Z-Boy |
|
|
3 |
|
|
|
1.79 |
% |
|
— |
13 |
|
Adams Auto Group |
|
|
2 |
|
|
|
1.70 |
% |
|
— |
14 |
|
AT&T |
|
|
6 |
|
|
|
1.66 |
% |
|
Yes |
15 |
|
T-Mobile |
|
|
9 |
|
|
|
1.64 |
% |
|
Yes |
16 |
|
Chili's |
|
|
3 |
|
|
|
1.54 |
% |
|
— |
17 |
|
PNC Bank |
|
|
5 |
|
|
|
1.52 |
% |
|
Yes |
18 |
|
Wells Fargo |
|
|
3 |
|
|
|
1.36 |
% |
|
Yes |
19 |
|
St. Joseph Hospice |
|
|
2 |
|
|
|
1.34 |
% |
|
— |
20 |
|
Heartland Dental |
|
|
5 |
|
|
|
1.28 |
% |
|
— |
21 |
|
Advance Auto Parts |
|
|
7 |
|
|
|
1.28 |
% |
|
— |
22 |
|
Aspen Dental |
|
|
6 |
|
|
|
1.28 |
% |
|
— |
23 |
|
Lowe's Home Improvement |
|
|
1 |
|
|
|
1.17 |
% |
|
Yes |
24 |
|
Academy Sports |
|
|
1 |
|
|
|
1.11 |
% |
|
— |
25 |
|
Charles Schwab |
|
|
1 |
|
|
|
1.11 |
% |
|
Yes |
26 |
|
VASA Fitness |
|
|
1 |
|
|
|
1.10 |
% |
|
— |
26
27 |
|
Parachute Plasma |
|
|
2 |
|
|
|
1.03 |
% |
|
— |
28 |
|
WSS |
|
|
2 |
|
|
|
1.01 |
% |
|
Yes |
29 |
|
Wendy's |
|
|
5 |
|
|
|
1.00 |
% |
|
— |
30 |
|
Wellnow |
|
|
4 |
|
|
|
0.99 |
% |
|
— |
31 |
|
Walmart |
|
|
1 |
|
|
|
0.98 |
% |
|
Yes |
32 |
|
Best Buy |
|
|
1 |
|
|
|
0.95 |
% |
|
Yes |
33 |
|
Andy's Frozen Custard |
|
|
4 |
|
|
|
0.95 |
% |
|
— |
34 |
|
Burger King |
|
|
4 |
|
|
|
0.94 |
% |
|
— |
35 |
|
Edge Fitness |
|
|
1 |
|
|
|
0.94 |
% |
|
— |
36 |
|
Chase Bank |
|
|
3 |
|
|
|
0.94 |
% |
|
Yes |
37 |
|
Floor & Decor |
|
|
1 |
|
|
|
0.93 |
% |
|
— |
38 |
|
Applebee's |
|
|
3 |
|
|
|
0.90 |
% |
|
— |
39 |
|
Walgreens |
|
|
2 |
|
|
|
0.89 |
% |
|
— |
40 |
|
Stop & Shop Gas |
|
|
3 |
|
|
|
0.88 |
% |
|
Yes |
41 |
|
CVS |
|
|
2 |
|
|
|
0.87 |
% |
|
Yes |
42 |
|
Dollar General |
|
|
4 |
|
|
|
0.86 |
% |
|
Yes |
43 |
|
Starbucks |
|
|
5 |
|
|
|
0.79 |
% |
|
Yes |
44 |
|
Sleep Number |
|
|
3 |
|
|
|
0.78 |
% |
|
— |
45 |
|
Action Behavior Centers |
|
|
2 |
|
|
|
0.77 |
% |
|
— |
46 |
|
Avis |
|
|
1 |
|
|
|
0.75 |
% |
|
— |
47 |
|
Chuy's Mexican |
|
|
2 |
|
|
|
0.73 |
% |
|
Yes |
48 |
|
Texas Roadhouse |
|
|
2 |
|
|
|
0.73 |
% |
|
— |
49 |
|
Take 5 Oil Change |
|
|
5 |
|
|
|
0.72 |
% |
|
— |
50 |
|
Exxon |
|
|
2 |
|
|
|
0.71 |
% |
|
— |
51 |
|
Chipotle |
|
|
4 |
|
|
|
0.71 |
% |
|
— |
52 |
|
AutoSavvy |
|
|
1 |
|
|
|
0.69 |
% |
|
— |
53 |
|
Physicians Immediate Care |
|
|
2 |
|
|
|
0.66 |
% |
|
— |
54 |
|
Jiffy Lube |
|
|
3 |
|
|
|
0.64 |
% |
|
— |
55 |
|
O'Reilly Auto Parts |
|
|
4 |
|
|
|
0.63 |
% |
|
Yes |
56 |
|
Harbor Freight |
|
|
2 |
|
|
|
0.62 |
% |
|
— |
57 |
|
AutoZone |
|
|
3 |
|
|
|
0.61 |
% |
|
Yes |
58 |
|
WellMed |
|
|
1 |
|
|
|
0.60 |
% |
|
Yes |
59 |
|
Planet Fitness |
|
|
1 |
|
|
|
0.60 |
% |
|
— |
60 |
|
7 Brew |
|
|
3 |
|
|
|
0.57 |
% |
|
— |
61 |
|
Circle K |
|
|
2 |
|
|
|
0.54 |
% |
|
Yes |
62 |
|
Fulton Bank |
|
|
1 |
|
|
|
0.53 |
% |
|
Yes |
63 |
|
Longhorn Steakhouse |
|
|
2 |
|
|
|
0.51 |
% |
|
Yes |
64 |
|
FitzMark |
|
|
1 |
|
|
|
0.51 |
% |
|
— |
65 |
|
KEDPlasma |
|
|
1 |
|
|
|
0.51 |
% |
|
— |
66 |
|
Stanton Optical |
|
|
2 |
|
|
|
0.50 |
% |
|
— |
67 |
|
Panera Bread |
|
|
2 |
|
|
|
0.50 |
% |
|
Yes |
68 |
|
Miller's Ale House |
|
|
1 |
|
|
|
0.49 |
% |
|
— |
69 |
|
Trinity Medical Center |
|
|
1 |
|
|
|
0.48 |
% |
|
— |
70 |
|
Ted's Café Escondido |
|
|
1 |
|
|
|
0.48 |
% |
|
— |
71 |
|
Taco Bell |
|
|
2 |
|
|
|
0.46 |
% |
|
— |
72 |
|
Xfinity |
|
|
2 |
|
|
|
0.46 |
% |
|
Yes |
73 |
|
Grifols |
|
|
1 |
|
|
|
0.46 |
% |
|
— |
74 |
|
Hooters |
|
|
2 |
|
|
|
0.45 |
% |
|
— |
75 |
|
Buffalo Wild Wings |
|
|
1 |
|
|
|
0.45 |
% |
|
— |
76 |
|
Sonic |
|
|
3 |
|
|
|
0.45 |
% |
|
— |
77 |
|
Jared |
|
|
2 |
|
|
|
0.44 |
% |
|
Yes |
78 |
|
Saltgrass Steakhouse |
|
|
1 |
|
|
|
0.44 |
% |
|
— |
79 |
|
McAlister's Deli |
|
|
2 |
|
|
|
0.42 |
% |
|
— |
80 |
|
7-Eleven |
|
|
2 |
|
|
|
0.41 |
% |
|
Yes |
81 |
|
Byrider |
|
|
1 |
|
|
|
0.41 |
% |
|
— |
27
82 |
|
Mattress Firm |
|
|
2 |
|
|
|
0.41 |
% |
|
— |
83 |
|
Staples |
|
|
1 |
|
|
|
0.40 |
% |
|
— |
84 |
|
Diamonds Direct |
|
|
1 |
|
|
|
0.40 |
% |
|
Yes |
85 |
|
Arby's |
|
|
2 |
|
|
|
0.40 |
% |
|
— |
86 |
|
Quick Clean Carwash |
|
|
1 |
|
|
|
0.39 |
% |
|
— |
87 |
|
Caliber Collision |
|
|
1 |
|
|
|
0.39 |
% |
|
— |
88 |
|
Caliber Car Wash |
|
|
1 |
|
|
|
0.39 |
% |
|
— |
89 |
|
Delta Community Credit Union |
|
|
1 |
|
|
|
0.39 |
% |
|
— |
90 |
|
Southern Immediate Urgent Care |
|
|
1 |
|
|
|
0.37 |
% |
|
— |
91 |
|
Rise |
|
|
1 |
|
|
|
0.37 |
% |
|
— |
92 |
|
BP |
|
|
1 |
|
|
|
0.37 |
% |
|
— |
93 |
|
Big Blue Swim School |
|
|
1 |
|
|
|
0.36 |
% |
|
— |
94 |
|
Meineke |
|
|
2 |
|
|
|
0.36 |
% |
|
— |
95 |
|
Chuck E Cheese |
|
|
1 |
|
|
|
0.34 |
% |
|
— |
96 |
|
Pizza Hut |
|
|
2 |
|
|
|
0.34 |
% |
|
— |
97 |
|
UTMB Health |
|
|
1 |
|
|
|
0.34 |
% |
|
Yes |
98 |
|
Skechers |
|
|
1 |
|
|
|
0.33 |
% |
|
— |
99 |
|
Friendly's |
|
|
1 |
|
|
|
0.33 |
% |
|
— |
100 |
|
Slim Chickens |
|
|
1 |
|
|
|
0.33 |
% |
|
— |
101 |
|
Sherwin Williams |
|
|
2 |
|
|
|
0.32 |
% |
|
Yes |
102 |
|
Valvoline |
|
|
2 |
|
|
|
0.31 |
% |
|
— |
103 |
|
Hook & Reel |
|
|
1 |
|
|
|
0.30 |
% |
|
— |
104 |
|
Olive Garden |
|
|
1 |
|
|
|
0.29 |
% |
|
Yes |
105 |
|
Mavis Discount Tire |
|
|
1 |
|
|
|
0.29 |
% |
|
— |
106 |
|
Hops N Drops |
|
|
1 |
|
|
|
0.29 |
% |
|
— |
107 |
|
Trophy Fuel & Wash |
|
|
1 |
|
|
|
0.29 |
% |
|
— |
108 |
|
City Barbeque |
|
|
1 |
|
|
|
0.29 |
% |
|
— |
109 |
|
Citizens Bank |
|
|
1 |
|
|
|
0.28 |
% |
|
Yes |
110 |
|
AMERA Gas Station |
|
|
1 |
|
|
|
0.28 |
% |
|
— |
111 |
|
Roots Oil |
|
|
1 |
|
|
|
0.27 |
% |
|
— |
112 |
|
H&R Block |
|
|
1 |
|
|
|
0.27 |
% |
|
Yes |
113 |
|
National Tire & Battery |
|
|
1 |
|
|
|
0.26 |
% |
|
— |
114 |
|
pOpshelf |
|
|
1 |
|
|
|
0.26 |
% |
|
Yes |
115 |
|
HTeaO |
|
|
2 |
|
|
|
0.26 |
% |
|
— |
116 |
|
Express Oil |
|
|
1 |
|
|
|
0.24 |
% |
|
— |
117 |
|
Wing Daddy’s |
|
|
1 |
|
|
|
0.24 |
% |
|
— |
118 |
|
Consumers Credit Union |
|
|
1 |
|
|
|
0.24 |
% |
|
— |
119 |
|
American Family Care |
|
|
1 |
|
|
|
0.24 |
% |
|
— |
120 |
|
Strickland Brothers |
|
|
1 |
|
|
|
0.22 |
% |
|
— |
121 |
|
Banner Health |
|
|
1 |
|
|
|
0.22 |
% |
|
Yes |
122 |
|
Aaron's |
|
|
1 |
|
|
|
0.21 |
% |
|
— |
123 |
|
BMO |
|
|
1 |
|
|
|
0.21 |
% |
|
Yes |
124 |
|
MedExpress Urgent Care |
|
|
1 |
|
|
|
0.21 |
% |
|
Yes |
125 |
|
Republic Bank |
|
|
1 |
|
|
|
0.21 |
% |
|
— |
126 |
|
Sage Dental |
|
|
1 |
|
|
|
0.20 |
% |
|
— |
127 |
|
McDonalds |
|
|
1 |
|
|
|
0.18 |
% |
|
Yes |
128 |
|
Long John Silvers |
|
|
1 |
|
|
|
0.18 |
% |
|
— |
129 |
|
Tumbleweed, Inc. |
|
|
1 |
|
|
|
0.18 |
% |
|
— |
130 |
|
Panda Express (1) |
|
|
2 |
|
|
|
0.18 |
% |
|
— |
131 |
|
Urgent Team |
|
|
1 |
|
|
|
0.17 |
% |
|
— |
132 |
|
America's Best |
|
|
1 |
|
|
|
0.17 |
% |
|
— |
133 |
|
Chicken Salad Chick |
|
|
1 |
|
|
|
0.17 |
% |
|
— |
134 |
|
MOD Pizza |
|
|
1 |
|
|
|
0.17 |
% |
|
— |
135 |
|
Elias Diamonds |
|
|
1 |
|
|
|
0.16 |
% |
|
— |
136 |
|
Zip Car Wash |
|
|
1 |
|
|
|
0.15 |
% |
|
— |
28
137 |
|
Go Health |
|
|
1 |
|
|
|
0.15 |
% |
|
— |
138 |
|
Popeyes |
|
|
1 |
|
|
|
0.15 |
% |
|
— |
139 |
|
Bojangles |
|
|
1 |
|
|
|
0.14 |
% |
|
— |
140 |
|
Granny's |
|
|
1 |
|
|
|
0.14 |
% |
|
— |
141 |
|
Valero |
|
|
1 |
|
|
|
0.12 |
% |
|
— |
142 |
|
Nothing Bundt Cakes |
|
|
1 |
|
|
|
0.12 |
% |
|
— |
143 |
|
Jimmy John's |
|
|
1 |
|
|
|
0.11 |
% |
|
— |
144 |
|
Dunkin Donuts |
|
|
1 |
|
|
|
0.11 |
% |
|
— |
145 |
|
Church's Chicken |
|
|
1 |
|
|
|
0.11 |
% |
|
— |
146 |
|
Falafel King |
|
|
1 |
|
|
|
0.10 |
% |
|
— |
147 |
|
Tropical Smoothie |
|
|
1 |
|
|
|
0.10 |
% |
|
— |
148 |
|
Firehouse Subs |
|
|
1 |
|
|
|
0.09 |
% |
|
— |
149 |
|
Auto Glass Now |
|
|
1 |
|
|
|
0.06 |
% |
|
— |
150 |
|
Miracle Ear |
|
|
1 |
|
|
|
0.06 |
% |
|
— |
151 |
|
Marquette Bank |
|
|
1 |
|
|
|
0.05 |
% |
|
— |
152 |
|
Regions Banks ATM |
|
|
1 |
|
|
|
0.02 |
% |
|
Yes |
153 |
|
By Gollys (2) |
|
|
2 |
|
|
|
0.00 |
% |
|
— |
154 |
|
PATH USA (2) |
|
|
1 |
|
|
|
0.00 |
% |
|
— |
155 |
|
Jaggers (2) |
|
|
1 |
|
|
|
0.00 |
% |
|
— |
156 |
|
Hair Palace (2) |
|
|
1 |
|
|
|
0.00 |
% |
|
— |
|
|
Total Portfolio |
|
|
327 |
|
|
|
100.00 |
% |
|
|
(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.
29
Diversification by Tenant Industry
The following chart shows a breakdown of our ABR by the tenant industries that comprised our portfolio as of March 31, 2026:
30
(in thousands, except for # of Leases, percentages, and Rent per Square Foot)
Industry |
|
# of Leases |
|
|
ABR |
|
|
% of ABR |
|
|
Square Feet |
|
|
Rent per Square Foot |
|
|||||
Medical and Dental Providers |
|
|
53 |
|
|
$ |
10,819 |
|
|
|
16.8 |
% |
|
|
329 |
|
|
$ |
32.88 |
|
Quick Service Restaurants |
|
|
62 |
|
|
$ |
8,052 |
|
|
|
12.5 |
% |
|
|
174 |
|
|
$ |
46.28 |
|
Other - Service |
|
|
25 |
|
|
$ |
7,870 |
|
|
|
12.3 |
% |
|
|
441 |
|
|
$ |
17.85 |
|
Casual Dining |
|
|
35 |
|
|
$ |
6,699 |
|
|
|
10.4 |
% |
|
|
206 |
|
|
$ |
32.52 |
|
Financial Institutions |
|
|
25 |
|
|
$ |
5,588 |
|
|
|
8.7 |
% |
|
|
134 |
|
|
$ |
41.70 |
|
Cellular Stores |
|
|
26 |
|
|
$ |
4,112 |
|
|
|
6.4 |
% |
|
|
95 |
|
|
$ |
43.28 |
|
Automotive Stores |
|
|
32 |
|
|
$ |
3,856 |
|
|
|
6.0 |
% |
|
|
194 |
|
|
$ |
19.88 |
|
Fitness Operators |
|
|
7 |
|
|
$ |
3,340 |
|
|
|
5.2 |
% |
|
|
215 |
|
|
$ |
15.53 |
|
Discount Retail |
|
|
18 |
|
|
$ |
2,704 |
|
|
|
4.2 |
% |
|
|
196 |
|
|
$ |
13.80 |
|
Convenience Stores and Gas Stations |
|
|
14 |
|
|
$ |
2,485 |
|
|
|
3.9 |
% |
|
|
37 |
|
|
$ |
67.16 |
|
Automotive Dealers |
|
|
5 |
|
|
$ |
2,281 |
|
|
|
3.6 |
% |
|
|
77 |
|
|
$ |
29.62 |
|
Car Washes |
|
|
9 |
|
|
$ |
1,824 |
|
|
|
2.8 |
% |
|
|
33 |
|
|
$ |
55.27 |
|
Home Improvement Stores |
|
|
5 |
|
|
$ |
1,689 |
|
|
|
2.6 |
% |
|
|
263 |
|
|
$ |
6.42 |
|
Other - Necessity |
|
|
6 |
|
|
$ |
1,597 |
|
|
|
2.5 |
% |
|
|
295 |
|
|
$ |
5.41 |
|
Pharmacies |
|
|
4 |
|
|
$ |
1,129 |
|
|
|
1.8 |
% |
|
|
52 |
|
|
$ |
21.71 |
|
Professional Services |
|
|
1 |
|
|
$ |
173 |
|
|
|
0.3 |
% |
|
|
4 |
|
|
$ |
43.25 |
|
Total |
|
|
327 |
|
|
$ |
64,218 |
|
|
|
100.0 |
% |
|
|
2,745 |
|
|
$ |
23.39 |
|
31
Diversification by Geography
As of March 31, 2026, our properties were located in 36 U.S. states, with no single state exceeding 14.1% of our ABR. The following table sets forth information with respect to geographic diversification by state in our portfolio (based on ABR) as of March 31, 2026:
(in thousands, except for # of Properties, and percentages)
State |
|
# of Properties |
|
Square Feet |
|
|
% of ABR |
|
||
IL |
|
36 |
|
|
358 |
|
|
|
14.1 |
% |
TX |
|
25 |
|
|
160 |
|
|
|
8.6 |
% |
GA |
|
22 |
|
|
157 |
|
|
|
7.1 |
% |
NC |
|
16 |
|
|
191 |
|
|
|
5.8 |
% |
FL |
|
15 |
|
|
149 |
|
|
|
5.4 |
% |
OH |
|
22 |
|
|
127 |
|
|
|
4.6 |
% |
VA |
|
15 |
|
|
90 |
|
|
|
4.4 |
% |
IN |
|
16 |
|
|
81 |
|
|
|
4.2 |
% |
TN |
|
12 |
|
|
95 |
|
|
|
4.1 |
% |
PA |
|
8 |
|
|
145 |
|
|
|
3.9 |
% |
NY |
|
8 |
|
|
242 |
|
|
|
3.3 |
% |
MI |
|
10 |
|
|
68 |
|
|
|
2.9 |
% |
SC |
|
10 |
|
|
87 |
|
|
|
2.8 |
% |
OK |
|
11 |
|
|
60 |
|
|
|
2.7 |
% |
MO |
|
8 |
|
|
49 |
|
|
|
2.5 |
% |
AL |
|
9 |
|
|
40 |
|
|
|
2.3 |
% |
MN |
|
7 |
|
|
72 |
|
|
|
2.3 |
% |
MD |
|
6 |
|
|
43 |
|
|
|
2.2 |
% |
LA |
|
5 |
|
|
52 |
|
|
|
2.1 |
% |
AZ |
|
6 |
|
|
40 |
|
|
|
2.1 |
% |
KS |
|
6 |
|
|
37 |
|
|
|
1.8 |
% |
MS |
|
3 |
|
|
77 |
|
|
|
1.8 |
% |
KY |
|
8 |
|
|
40 |
|
|
|
1.7 |
% |
ME |
|
3 |
|
|
186 |
|
|
|
1.7 |
% |
NJ |
|
7 |
|
|
40 |
|
|
|
1.4 |
% |
CT |
|
2 |
|
|
5 |
|
|
|
0.7 |
% |
UT |
|
2 |
|
|
22 |
|
|
|
0.5 |
% |
CO |
|
2 |
|
|
10 |
|
|
|
0.5 |
% |
NE |
|
2 |
|
|
20 |
|
|
|
0.5 |
% |
NV |
|
1 |
|
|
4 |
|
|
|
0.4 |
% |
AR |
|
1 |
|
|
3 |
|
|
|
0.3 |
% |
WI |
|
1 |
|
|
10 |
|
|
|
0.3 |
% |
ID |
|
1 |
|
|
6 |
|
|
|
0.3 |
% |
RI |
|
1 |
|
|
1 |
|
|
|
0.3 |
% |
MA |
|
1 |
|
|
2 |
|
|
|
0.2 |
% |
WV |
|
1 |
|
|
1 |
|
|
|
0.2 |
% |
Total |
|
309 |
|
|
2,770 |
|
|
|
100.0 |
% |
Property Acquisitions
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 greater than $5.0 million, (ii) the acquisition of properties in the aggregate amount up to $150.0 million in any one calendar quarter, and (iii) the disposition of properties 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 that exceed $25.0 million in value, (ii) the acquisition of properties that exceed an aggregate amount of $150.0 million in any one calendar quarter and (iii) disposition of properties that exceed an aggregate amount of $30.0 million in any one calendar quarter.
32
Our Leases
Lease Maturity
Our portfolio was 98.7% leased as of March 31, 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 March 31, 2026, the ABR weighted average remaining term of our leases was approximately 7.3 years, excluding renewal options. As of March 31, 2026, no more than 10.7% of our rental revenue was derived from leases that expire in any single year prior to 2030.
Substantially all of our leases are net, meaning our tenants are generally obligated to pay customary operating expenses associated with the leased property (such as real estate taxes, insurance, maintenance, certain repairs and capital costs).
The following table presents certain information as of March 31, 2026 based on lease expirations by year.
(in thousands, except for percentages, Rent per Square Foot, and # of Leases)
Year |
|
ABR |
|
|
% of ABR |
|
|
Square Feet |
|
|
Rent per Square Foot |
|
|
# of Leases |
|
|||||
2026 |
|
$ |
1,313 |
|
|
|
2.0 |
% |
|
|
39 |
|
|
$ |
33.67 |
|
|
|
10 |
|
2027 |
|
$ |
6,889 |
|
|
|
10.7 |
% |
|
|
379 |
|
|
$ |
18.18 |
|
|
|
33 |
|
2028 |
|
$ |
3,765 |
|
|
|
5.9 |
% |
|
|
135 |
|
|
$ |
27.89 |
|
|
|
26 |
|
2029 |
|
$ |
5,690 |
|
|
|
8.9 |
% |
|
|
187 |
|
|
$ |
30.43 |
|
|
|
30 |
|
2030 |
|
$ |
5,895 |
|
|
|
9.2 |
% |
|
|
179 |
|
|
$ |
32.93 |
|
|
|
30 |
|
2031 |
|
$ |
5,554 |
|
|
|
8.6 |
% |
|
|
188 |
|
|
$ |
29.54 |
|
|
|
34 |
|
2032 |
|
$ |
5,539 |
|
|
|
8.6 |
% |
|
|
410 |
|
|
$ |
13.51 |
|
|
|
23 |
|
2033 |
|
$ |
4,410 |
|
|
|
6.9 |
% |
|
|
164 |
|
|
$ |
26.89 |
|
|
|
23 |
|
2034 |
|
$ |
3,947 |
|
|
|
6.2 |
% |
|
|
175 |
|
|
$ |
22.55 |
|
|
|
20 |
|
Thereafter |
|
$ |
21,216 |
|
|
|
33.0 |
% |
|
|
889 |
|
|
$ |
23.87 |
|
|
|
98 |
|
Total |
|
$ |
64,218 |
|
|
|
100.0 |
% |
|
|
2,745 |
|
|
$ |
23.39 |
|
|
|
327 |
|
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 three months ended March 31, 2026, we incurred an aggregate of approximately $0.3 million of expenses not reimbursed or paid for by our tenants.
Approximately 97.5% of our leases (based on ABR) have rent escalations, including the option terms, and generally ranging from 1.0% to 3.0% annually.
In general, when negotiating a new lease or an amendment to an existing lease in connection with an acquisition, redevelopment or new development, we seek to negotiate, among other things, relatively long lease terms and tenant renewal options; market rents; annual rent escalation provisions; landlord-favorable going dark, assignment, change of control provisions; limited or no exclusive or co-tenancy clauses that favor the tenant, and obligations for certain tenants and certain guarantors to periodically provide us with financial information.
We may seek to use master lease structures where it fits market practice in the particular property type, pursuant to which we seek to lease multiple properties to an individual tenant on an all or none basis. In a master lease structure, a tenant is responsible for a single lease payment relating to the entire portfolio of leased properties, as opposed to multiple lease payments relating to individually leased properties. The master lease structure prevents a tenant from “cherry picking” locations, where it unilaterally gives up underperforming properties while maintaining its leasehold interest in well-performing properties.
Factors that Affect Our Results of Operations and Financial Condition
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.
33
Results of Operations
The following discussion includes the results of our operations for the periods presented.
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
(unaudited, in thousands, except for percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Rental revenues |
|
$ |
17,976 |
|
|
$ |
16,243 |
|
|
$ |
1,733 |
|
|
11 |
% |
Interest income on mortgage loans |
|
|
209 |
|
|
|
— |
|
|
|
209 |
|
|
> 100 |
% |
Total revenues |
|
|
18,185 |
|
|
|
16,243 |
|
|
|
1,942 |
|
|
12 |
% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
7,672 |
|
|
|
7,814 |
|
|
|
(142 |
) |
|
(2) |
% |
Property operating expenses |
|
|
2,330 |
|
|
|
2,376 |
|
|
|
(46 |
) |
|
(2) |
% |
General and administrative expenses |
|
|
3,651 |
|
|
|
2,830 |
|
|
|
821 |
|
|
29 |
% |
Total operating expenses |
|
|
13,653 |
|
|
|
13,020 |
|
|
|
633 |
|
|
5 |
% |
Other expenses (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
4,213 |
|
|
|
4,497 |
|
|
|
(284 |
) |
|
(6) |
% |
Gain on sale of real estate |
|
|
(963 |
) |
|
|
(467 |
) |
|
|
(496 |
) |
|
> (100) |
% |
Impairment loss |
|
|
812 |
|
|
|
428 |
|
|
|
384 |
|
|
90 |
% |
Income taxes |
|
|
70 |
|
|
|
102 |
|
|
|
(32 |
) |
|
(31) |
% |
Total other expenses |
|
|
4,132 |
|
|
|
4,560 |
|
|
|
(428 |
) |
|
(9) |
% |
Net income (loss) |
|
$ |
400 |
|
|
$ |
(1,337 |
) |
|
|
1,737 |
|
|
> 100 |
% |
Rental Revenues
(unaudited, in thousands, except for percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Contractual rental amounts billed |
|
$ |
15,770 |
|
|
$ |
15,020 |
|
|
$ |
750 |
|
|
5 |
% |
Reimbursable income |
|
|
2,067 |
|
|
|
1,659 |
|
|
|
408 |
|
|
25 |
% |
Percentage rent |
|
|
34 |
|
|
|
34 |
|
|
|
— |
|
|
0 |
% |
Other operating income |
|
|
292 |
|
|
|
119 |
|
|
|
173 |
|
|
> 100 |
% |
Adjustment to recognize contractual rental amounts on a straight-line basis |
|
|
434 |
|
|
|
122 |
|
|
|
312 |
|
|
> 100 |
% |
Above/below market lease amortization, net |
|
|
(621 |
) |
|
|
(711 |
) |
|
|
90 |
|
|
13 |
% |
Total rental revenues |
|
$ |
17,976 |
|
|
$ |
16,243 |
|
|
$ |
1,733 |
|
|
11 |
% |
Rental revenues for the three months ended March 31, 2026 increased $1.7 million compared to March 31, 2025, due to improved occupancy and a stronger performing portfolio.
The $0.4 million increase in reimbursable income was mainly due to improved occupancy resulting in increased property expenses recovered from tenants during the three months ended March 31, 2026.
Other operating income includes termination fees, late fees and, other miscellaneous income. The $0.2 million increase in other operating income was attributable to lease termination fees received for certain properties during the three months ended March 31, 2026.
Interest income on mortgage loans receivable for the three months ended March 31, 2026 totaled $0.2 million. The increase relates to seller financing in connection with the sale of certain properties in 2025.
Operating Expenses
Depreciation and amortization
The $0.1 million decrease in depreciation and amortization for the three months ended March 31, 2026 mainly relates to a decrease in writeoffs of intangible lease assets related to vacancies.
34
Property operating expenses
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 in many cases, certain repairs and capital costs.
The following table presents the non-reimbursable property operating expenses for the respective periods:
(unaudited, in thousands) |
|
2026 |
|
|
2025 |
|
||
Real estate taxes |
|
$ |
1,663 |
|
|
$ |
1,491 |
|
Other property operating expenses |
|
|
667 |
|
|
|
885 |
|
Property operating expenses |
|
|
2,330 |
|
|
|
2,376 |
|
Reimbursable income |
|
|
(2,067 |
) |
|
|
(1,659 |
) |
Less: non-recurring items |
|
|
— |
|
|
|
(189 |
) |
Non-reimbursable property operating expenses |
|
$ |
263 |
|
|
$ |
528 |
|
For the three months ended March 31, 2026, we incurred $0.3 million, in aggregate of expenses that were not tenant obligations, which includes property operating expenses incurred on vacant properties. For the three months ended March 31, 2025, we incurred $0.5 million in aggregate of expenses that were not tenant obligations, after adjusting for $0.2 million of non-recurring restructuring costs. The $0.2 million decrease in non-reimbursable property operating expenses was mainly attributable to improved occupancy.
General and administrative expenses
The $0.8 million increase in general and administrative expenses for the three months ended March 31, 2026 was primarily due to an increase of $0.4 million related to stock-based compensation and $0.2 million of increased professional fees and subscriptions entered into the later part of 2025. For the three months ended March 31, 2026, we also incurred an additional $0.2 million of non-recurring expenses mainly attributable to restructuring and legal fees related to non-recurring items.
Other expenses and income
Interest expense
Interest expense for the three months ended March 31, 2026 decreased $0.3 million compared to the three months ended March 31, 2025. The decrease was primarily due to a decrease in interest rates in 2026. As of March 31, 2026 and 2025, the weighted average interest rate was 4.81% and 5.62%, respectively.
Gain on sale of real estate
Gain on sale of real estate for the three months ended March 31, 2026 increased by $0.5 million compared to the three months ended March 31, 2025. During the three months ended March 31, 2026, we sold five properties at a net gain of approximately $1.0 million. During the three months ended March 31, 2025, we sold one property at a net gain of approximately $0.5 million.
Impairment loss
The following table presents the impairment for the respective periods:
(unaudited, in thousands, except number of properties) |
|
2026 |
|
|
2025 |
|
||
Number of properties |
|
|
4 |
|
|
|
1 |
|
Carrying value prior to impairment loss |
|
$ |
7,165 |
|
|
$ |
6,504 |
|
Fair value |
|
|
6,353 |
|
|
|
6,076 |
|
Impairment loss |
|
$ |
812 |
|
|
$ |
428 |
|
During the three months ended March 31, 2026 and 2025, we recorded an impairment loss of $0.8 million relating to four properties and an impairment loss of $0.4 million relating to one property, respectively. The amount of impairment fluctuates each period based on existing facts and circumstances. The increase in impairment loss is primarily driven by the increased level of property dispositions. Vacant properties were sold to facilitate the redeployment of capital into income-producing assets.
35
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, including our ongoing commitments to repay debt, fund our operations, acquire properties, make distributions to our stockholders, and other general business needs.
Liquidity/REIT Requirements
As a REIT, we are required to distribute to our stockholders at least 90% of our taxable income determined without regard to the dividends paid deduction and excluding net capital gain, on an annual basis. As a result, it is unlikely that we will be able to retain substantial cash balances to meet our liquidity needs from our annual taxable income. Instead, we expect to meet our liquidity needs primarily by relying upon external sources of capital, such as borrowings under our debt facilities or additional equity or preferred offerings or other capital raises, which would all be subject to a number of market and other factors in order to be successfully accessible.
Short-term Liquidity Requirements
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 and Company operating performance.
Long-term Liquidity Requirements
Our long-term liquidity requirements consist primarily of funds necessary to repay debt and to invest in additional revenue generating properties. Debt capital is provided through our Revolving Credit Facility and Term Loan. The Revolving Credit Facility and Term Loan both have three-year terms with an initial maturity of October 3, 2027, with two 12-month extensions which, if exercised, would extend the maturity until October 3, 2029, subject to certain conditions. The source and mix of our debt capital in the future will be impacted by market conditions. We plan to prudently balance our debt portfolio with a combination of fixed and floating rate debt and will evaluate opportunities to hedge certain interest rate risk where appropriate.
We expect to meet our long-term liquidity requirements primarily from borrowings under our Revolving Credit Facility and Term Loan, additional issuances of Series A Preferred Stock pursuant to the Investment Agreement (as defined below), any future debt and equity financings, and proceeds from limited sales of our properties. Our ability to access these capital sources may be impacted by unfavorable market conditions, particularly in the debt and equity capital markets and the real estate market in general, that are outside of our control. In addition, our success will depend on our operating performance, our borrowing restrictions, our degree of leverage, market perceptions of the Company, our access to debt, equity or other capital instruments and other factors. Our acquisition growth strategy significantly depends on our ability to obtain acquisition-financing on favorable terms. We seek to reduce the risk that long-term debt capital may be unavailable to us by strengthening our balance sheet by investing in real estate with creditworthy tenants and lease guarantors, and by maintaining an appropriate mix of debt and equity capitalization.
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 at-the-market common equity offering programs, subject to market conditions and Company operating performance. We anticipate that the net proceeds from any public offerings will be used to repay debt, fund acquisitions, and for other general corporate purposes.
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 March 31, 2026, we did not issue any shares of common stock under the ATM Program.
Financing Strategy
Our long-term financing strategy is to maintain a leverage profile that creates operational flexibility and generates superior risk-adjusted returns for our stockholders. We may finance our operations and investments using a variety of methods, including available unrestricted cash balances, property operating revenue, proceeds from property dispositions, available borrowings under our Revolving Credit Facility and Term Loan, common and preferred stock issuances and debt securities issuances, including mortgage indebtedness
36
and senior unsecured debt. We determine the amount of equity and debt financing to be used when acquiring an asset by evaluating our cost of equity capital, terms available in the credit markets (such as interest rate, repayment provisions and maturity) and our assessment of the particular asset’s risk.
We may issue common stock when we believe that our share price is at a level that allows the offering proceeds to be accretively invested into additional properties, to permanently finance properties that were financed by our Revolving Credit Facility or Term Loan, or to repay outstanding debt at or before maturity.
Stock Repurchase Program
In November 2025, the Board of Directors authorized a stock repurchase program under which the Company may purchase up to $75.0 million of its outstanding common stock from time to time through November 10, 2026. The Company may make repurchases through open market transactions, block purchases, privately negotiated transactions or in such other manner in compliance with applicable securities laws and regulations. The manner, timing and amount of any repurchases will be based on an evaluation of business, market and other conditions, stock price, regulatory and contractual requirements, capital availability and other factors. The repurchase program does not require the Company to acquire any particular amount of common stock, and the program may be suspended, modified or discontinued at any time at the Company’s discretion without prior notice. As of March 31, 2026, no repurchases have been under the stock repurchase program.
Series A Convertible Preferred Stock
On November 12, 2025, the Company entered into an investment agreement (the “Investment Agreement”) with certain institutional investors pursuant to which the Company agreed to sell 750,000 shares of Series A Preferred Stock, at a price of $100 per share, for aggregate gross proceeds of $75.0 million. The sale of Series A Preferred Stock will occur in multiple tranches.
The Series A Preferred Stock accumulates cumulative dividends (“Regular Dividends”) at a rate (the “Regular Dividend Rate”) per annum equal to 6.75% on the liquidation preference thereof. The liquidation preference with respect to any share of Series A Preferred Stock is $100. The dividend rate will increase to 8% on the date that is four years after the last date on which the Series A Preferred Stock is issued pursuant to the Investment Agreement and will increase by an additional 2% on each subsequent anniversary thereafter up to a total of 12%. Regular dividends on the Series A Preferred Stock will be payable if, as and when authorized by the Company’s board of directors or any duly authorized committee thereof, to the extent not prohibited by law, quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. Declared Regular Dividends will be payable solely in cash. In the event that any accumulated Regular Dividend is not authorized and paid on the applicable Regular Dividend payment date, then additional dividends (“Defaulted Regular Dividends”) will accumulate on the amount of such unpaid Regular Dividend, compounded quarterly at the Regular Dividend Rate.
Shares of the Series A Preferred Stock will be entitled to participate on an as-converted basis in any dividend declared and paid on (i) our common stock, subject to certain exceptions, which exceptions include a regular quarterly cash dividend that does not exceed 75% of AFFO per share for the applicable quarter, and (ii) the OP Units that is not also declared and paid as a dividend on the Series A Preferred Stock pursuant to clause (i). In addition, so long as any shares of Series A Preferred Stock remain outstanding, unless full Regular Dividends, including any Defaulted Regular Dividends thereon, have been declared and paid in cash, the Company will be prohibited from declaring or paying any dividends on any junior stock, OP Units or dividend parity stock, and the Company and its subsidiaries will be prohibited from repurchasing, redeeming or otherwise acquiring for value any junior stock or OP Units, in each case subject to certain exceptions.
For so long as any shares of the Series A Preferred Stock are outstanding, the affirmative vote of either (i) holders of Series A Preferred Stock and holders of each class or series of voting parity stock, if any, representing at least a majority of the combined outstanding voting power of the Series A Preferred Stock and such voting parity stock, if any, or (ii) Maewyn FVR II LP (the “Maewyn Purchaser”), will be required to (i) amend, modify or repeal any provision of the Company’s charter in a manner that adversely affects the special rights, preferences or voting powers of the Series A preferred stock, or (ii) (x) amend or modify the Company’s charter to authorize or create, or to increase the number of authorized shares of, any dividend parity stock, liquidation parity stock, dividend senior stock or liquidation senior stock or (y) authorize, create or issue any structurally senior equity at subsidiaries of the Company existing as of February 10, 2026, subject to certain exceptions. Until such time as the Maewyn Purchaser beneficially owns (determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended) less than 3.5% of our common stock (including, for the avoidance of doubt, the number of shares of common stock that would be issuable upon the conversion of all outstanding shares of Series A Preferred Stock or the number of shares of common stock that would be issuable upon exercise of the Warrants, as applicable, held by the Maewyn Purchaser) on a fully diluted basis, any majority consent must include the Maewyn Purchaser.
Each holder of Series A Preferred Stock has the right, at its option, to convert its Series A Preferred Stock, in whole or in part, into shares of our common stock, at any time. The number of shares of common stock into which a share of Series A Preferred Stock will
37
convert at any time will equal the then-effective conversion rate. The conversion rate of the Series A Preferred Stock is currently set at 5.88235 shares of common stock, based on an implied conversion price of $17.00 per share of common stock. In the event of a “change of control” where the per share consideration to be paid on our common stock (the “Change of Control Price”) is less than the then-effective conversion price, the conversion rate will be adjusted so that the number of shares of common stock into which a share of Series A Preferred Stock will convert will equal the liquidation preference divided by the Change of Control Price. The conversion rate is also subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. The conversion rate may not be adjusted prior to the receipt of stockholder approval if such adjustment would result in a conversion price less than the “minimum price” (as defined in the Articles Supplementary).
Subject to certain conditions described below, the Company may, at its option at any time that is two years after the last date on which the Series A Preferred Stock is issued pursuant to the Investment Agreement, convert the outstanding shares of Series A Preferred Stock, in whole or in part, into shares of common stock if, during the 30 consecutive trading days immediately preceding the date the Company notifies holders of the Series A Preferred Stock of the election to convert, the volume weighted average price of our common stock exceeds 117.5% of the conversion price. The Company will not exercise its right to mandatorily convert shares of Series A Preferred Stock unless certain liquidity conditions with regard to the shares of common stock to be issued upon such conversion are satisfied. The Company may, at its option, convert all of the outstanding shares of Series A Preferred Stock into shares of common stock in the event of a “change of control” transaction.
The Series A Preferred Stock is redeemable, in whole or in part, at the option of the Company at any time, subject to certain conditions, on or after the date that is three years after the last date on which the Series A Preferred Stock is issued pursuant to the Investment Agreement, at a cash redemption price per share equal to the (i) liquidation preference of such share plus (ii) accumulated and unpaid Regular Dividends, including any Defaulted Regular Dividends thereon, on such share to, but excluding the redemption date. In addition to the cash redemption price, the Company will issue a warrant to each holder (other than a Terminating Holder (as
defined below)) representing the right to purchase, at an exercise price equal to the Series A Preferred Stock conversion price as of the
business day before the redemption date, a number of shares of our common stock equal to the aggregate liquidation preference of the
shares of Series A Preferred Stock to be redeemed divided by such conversion price.
If a Purchaser fails to cure any default of its obligation to purchase shares of Series A Preferred Stock pursuant to any subsequent funding request for a period of 30 calendar days following the date notice of the default is sent by the Company, such Purchaser, if it still holds shares of Series A Preferred Stock, or any holder that acquires shares of Series A Preferred Stock directly or indirectly from such Purchaser (such Purchaser or other holder, a “Terminating Holder”), will have 10 calendar days to elect to convert all of its outstanding shares of Series A Preferred Stock, after which time such Terminating Holder’s right to submit shares of Series A Preferred Stock will terminate. In addition, if such Terminating Holder does not elect to convert its shares of Series A Preferred Stock during such 10-day period, the Company will then have the option to redeem such Terminating Holder’s shares of Series A Preferred Stock at any time.
As of March 31, 2026, 250,000 shares of Series A Preferred Stock were issued.
Description of Existing Debt Outstanding
Revolving Credit Facility
Upon closing of our IPO, a group of lenders, including JPMorgan Chase Bank, N.A. acting as administrative agent, provided commitments for our Revolving Credit Facility, allowing borrowings of up to $250.0 million, including $20.0 million available for issuance of letters of credit. Our Revolving Credit Facility has an initial maturity in October 2027 together with two 12-month extension options, subject to certain conditions, including payment of a 0.125% fee on the aggregate outstanding amount of the revolving commitments.
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 bear interest at floating rates based on SOFR plus an applicable margin based on our leverage ratio that initially ranged between 1.20% and 1.75% per annum. On September 16, 2025, we amended the Revolving Credit Facility to remove the 10 basis points credit spread adjustment applicable to Adjusted SOFR. On October 24, 2025, we amended the Revolving Credit Facility to adjust the applicable margin based on our leverage ratio to range between 1.15% to 1.75% per annum. As of March 31, 2026, the applicable margin was 1.15%.
As of March 31, 2026, we had $136.0 million of available capacity under our Revolving Credit Facility.
38
Term Loan
Upon closing of our IPO, a group of lenders, including JPMorgan Chase Bank, N.A. as administrative agent, provided commitments for our Term Loan, allowing borrowings of up to $200.0 million. Our Term Loan has been fully drawn and has an initial maturity of October 2027 together with two 12-month extension options, at our election, subject to certain conditions including payment of a 0.125% fee on the aggregate outstanding principal amount of the Term Loan. Our Term Loan includes a ticking fee of 0.20% per annum on the average daily amount of unfunded term loan commitments.
Borrowings under our Term Loan bear interest at floating rates based on SOFR plus an applicable margin based on our leverage ratio that initially ranged between 1.20% and 1.75% per annum. On September 16, 2025, we amended the Term Loan to remove the 10 basis points credit spread adjustment applicable to Adjusted SOFR. On October 24, 2025, we amended the Term Loan to adjust the applicable margin based on our leverage ratio to range between 1.15% to 1.75% per annum. As of March 31, 2026, the applicable margin was 1.15%.
Covenants
We are subject to various covenants and financial reporting requirements pursuant to our Revolving Credit Facility and Term Loan. The table below summarizes the applicable financial covenants. If a default or event of default exists, either through default on payments or breach of covenants, we may be restricted from paying dividends to our stockholders in excess of dividends required to maintain our REIT qualification. As of March 31, 2026, we believe we were in compliance with our covenants.
Covenants |
|
Required |
Total leverage ratio |
|
≤ 60% |
Adjusted EBITDA to fixed charges ratio |
|
≥ 1.50 to 1.00 |
Secured leverage ratio |
|
≤ 40% |
Unencumbered NOI to unsecured interest expense ratio |
|
≥ 1.75 to 1.00 |
Unsecured leverage ratio |
|
≤ 60% |
Tangible net worth |
|
≥ 380,032 |
Contractual Obligations
The following table provides information with respect to our contractual commitments and obligations as of March 31, 2026. Refer to the discussion in the Liquidity and Capital Resources section above for further discussion over our short and long-term obligations.
(unaudited, in thousands) |
|
|||||||||||||||||||||||
Year of Maturity |
|
Revolving Credit Facility (1) |
|
|
Term Loan (1) |
|
|
Interest Expense (2) |
|
|
Dividend (3) |
|
|
Commitments to Fund Investments (4) |
|
|
Total |
|
||||||
Remainder of 2026 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
10,975 |
|
|
$ |
6,402 |
|
|
$ |
20,132 |
|
|
$ |
37,509 |
|
2027 |
|
|
114,000 |
|
|
|
200,000 |
|
|
|
8,863 |
|
|
|
— |
|
|
|
— |
|
|
|
322,863 |
|
2028 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
2029 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
2030 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Thereafter |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
114,000 |
|
|
$ |
200,000 |
|
|
$ |
19,838 |
|
|
$ |
6,402 |
|
|
$ |
20,132 |
|
|
$ |
360,372 |
|
Derivative Instruments and Hedging Activities
We are 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 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.
On March 3, 2025, we entered into interest rate swap agreements to manage interest rate risk exposure on the Term Loan. The aggregate notional amount of these contracts is $200.0 million, and they mature in March 2028. The interest rate swap agreements
39
utilized by us effectively modify our exposure to interest rate risk by converting a portion of our floating-rate debt to a fixed rate of 4.814%, including the applicable margin of 1.15% as of March 31, 2026, thus reducing the impact of interest-rate changes on future interest expense. The agreements involve the receipt of floating-rate amounts in exchange for fixed-rate interest payments over the life of the agreement without an exchange of the underlying principal amount.
On September 10, 2025, we entered into five sequential interest rate swap agreements to manage interest rate risk exposure on the Revolving Credit Facility, with the first interest rate swap agreement effective September 12, 2025. Each agreement is structured to commence immediately following the maturity of the preceding agreement. The aggregate notional amount on these contracts is $100.0 million, and they mature in six-month intervals, with the final maturity in March 2028. The interest rate swap agreements utilized by us effectively modifies our exposure to interest rate risk by converting a portion of our floating-rate debt to a weighted average fixed rate of 3.220%, reducing the impact of interest-rate changes on future interest expense. The agreements involve the receipt of floating-rate amounts in exchange for fixed-rate interest payments over the life of the agreement without an exchange of the underlying principal amount.
In the future, we may enter into additional interest rate swaps or other hedging arrangements. We have not entered, and do not intend to enter, into derivative or interest rate transactions for speculative purposes.
Cash Flows
Cash and cash equivalents totaled $9.3 million as of March 31, 2026, as compared to $3.3 million as of March 31, 2025. The table below shows information concerning cash flows for the three months ended March 31, 2026, and 2025:
|
|
For the three month ended March 31, |
|
|||||
(unaudited, in thousands) |
|
2026 |
|
|
2025 |
|
||
Net cash provided by operating activities |
|
$ |
7,108 |
|
|
$ |
8,101 |
|
Net cash used in investing activities |
|
|
(25,744 |
) |
|
|
(47,285 |
) |
Net cash provided by financing activities |
|
|
14,412 |
|
|
|
37,399 |
|
Net decrease in cash and cash equivalents during the period |
|
$ |
(4,224 |
) |
|
$ |
(1,785 |
) |
The change in net cash provided by operating activities during the three months ended March 31, 2026 as compared to three months ended March 31, 2025 was mainly due to an increase of $1.4 million in cash revenues due to the increase in occupancy in our portfolio, offset by an increase of $0.8 million in general and administrative expenses as described above. The remainder of the change in net cash provided by operating activities relates to timing of payment of payables and accrued liabilities.
The change in net cash used in investing activities was due to 10 properties acquired and five properties sold during the three months ended March 31, 2026, compared to 17 properties acquired and one property sold during the three months ended March 31, 2025.
The increase in net cash provided by financing activities during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was mainly due to the net proceeds from issuance of Series A Preferred Stock of $23.9 million and proceeds from debt of $18.5 million, offset by $20.0 million in repayment of debt and distributions paid of $6.4 million. For the three months ended March 31, 2025, the Company drew $43.5 million of debt and paid $6.2 million of distributions.
Non-GAAP Financial Measures
Our reported results and net earnings per diluted share are presented in accordance with GAAP. We also disclose FFO, AFFO, EBITDA, EBITDAre, Adjusted EBITDAre, Annualized Adjusted EBITDAre, Adjusted NOI, Annualized Adjusted NOI, Adjusted Cash NOI, Annualized Adjusted Cash NOI, Net Debt, Adjusted Net Debt and Fixed Charge Coverage Ratio, each of which are non-GAAP measures. We believe these non-GAAP financial measures are industry measures used by analysts and investors to compare the operating performance of REITs.
We compute FFO in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”). Nareit defines FFO as GAAP net income or loss adjusted to exclude net gains (losses) from sales of certain depreciated real estate assets, depreciation and amortization expense from real estate assets, gains and losses from change in control, and impairment charges related to certain previously depreciated real estate assets. Our leases typically include cash rents that increase through lease escalations over the term of the lease. Our leases do not typically include significant front-loading or back-loading of payments, or significant rent-free periods. Therefore, we find it useful to evaluate rent on a contractual basis as it allows for comparison of existing rental rates to market rental rates. To derive AFFO, we modify the Nareit computation of FFO to include other adjustments to GAAP net income related to certain non-cash or non-recurring revenues and expenses, including, as applicable, straight-line rents, cost of debt extinguishments, amortization of lease intangibles, amortization of debt issuance costs, amortization of net
40
mortgage premiums, (gain) loss on interest rate swaps and other non-cash interest expense, realized gains or losses on foreign currency transactions, Internalization expenses, structuring and public company readiness costs, extraordinary items, and other specified non-cash items. We believe that such items are not indicative of operating performance and thus we believe excluding such items assists management and investors in distinguishing whether changes in our operations are due to growth or decline of operations at our properties or from other factors.
FFO is used by management, investors, and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers, primarily because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We also use AFFO as a measure of our performance when we formulate corporate goals. We believe that AFFO is a useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by one-time cash and non-cash revenues or expenses. FFO and AFFO may not be comparable to similarly titled measures employed by other REITs, and comparisons of our FFO and AFFO with the same or similar measures disclosed by other REITs may not be meaningful. FFO and AFFO should not be considered alternatives to net income as a performance measure or to cash flows from operations as a liquidity measure, and should be considered in addition to, and not in lieu of, GAAP financial measures.
Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments to FFO that we use to calculate AFFO. In the future, the SEC, Nareit or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and in response to such standardization we may have to adjust our calculation and characterization of AFFO accordingly.
The following is a reconciliation of net income (loss) (which is the most comparable GAAP measure) to FFO and AFFO:
Reconciliation of net income (loss) to FFO and AFFO
|
|
For the three months ended March 31, |
|
|||||
(unaudited, in thousands, except share, per share amounts and percentages) |
|
2026 |
|
|
2025 |
|
||
Net income (loss) |
|
$ |
400 |
|
|
$ |
(1,337 |
) |
Less: Series A Convertible Preferred Stock dividends |
|
|
(239 |
) |
|
|
— |
|
Net income (loss) attributable to OP common unitholders |
|
|
161 |
|
|
|
(1,337 |
) |
Depreciation and amortization (1) |
|
|
7,672 |
|
|
|
7,814 |
|
Gain on sale of real estate |
|
|
(963 |
) |
|
|
(467 |
) |
Impairment loss |
|
|
812 |
|
|
|
428 |
|
Funds from Operations (“FFO”) |
|
$ |
7,682 |
|
|
$ |
6,438 |
|
Straight-line rent adjustments |
|
|
(434 |
) |
|
|
(122 |
) |
Amortization of financing transaction and discount costs |
|
|
395 |
|
|
|
395 |
|
Amortization of above/below market lease intangibles |
|
|
621 |
|
|
|
711 |
|
Stock-based compensation |
|
|
1,061 |
|
|
|
615 |
|
Adjustment for structuring and public company readiness costs |
|
|
— |
|
|
|
201 |
|
Other non-recurring expenses (2) |
|
|
165 |
|
|
|
— |
|
Adjusted Funds from Operations (“AFFO”) |
|
$ |
9,490 |
|
|
$ |
8,238 |
|
|
|
|
|
|
|
|
||
FFO per share |
|
$ |
0.27 |
|
|
$ |
0.23 |
|
AFFO per share |
|
$ |
0.34 |
|
|
$ |
0.30 |
|
|
|
|
|
|
|
|
||
Dividends per share |
|
$ |
0.215 |
|
|
$ |
0.215 |
|
Dividends per share as a percentage of AFFO |
|
|
63.2 |
% |
|
|
71.7 |
% |
|
|
|
|
|
|
|
||
Weighted average common shares outstanding, basic |
|
|
22,279,016 |
|
|
|
17,319,742 |
|
Weighted average operating partnership units outstanding |
|
|
5,599,015 |
|
|
|
10,503,084 |
|
Unvested restricted stock units and LTIP units (3) |
|
|
186,055 |
|
|
|
— |
|
Weighted average common shares outstanding, diluted (4) |
|
|
28,064,086 |
|
|
|
27,822,826 |
|
41
We compute EBITDA as earnings before interest, income taxes and depreciation and amortization. EBITDA is a measure commonly used in our industry. We believe that EBITDA provides investors and analysts with a measure of our performance that includes our operating results unaffected by the differences in capital structures, capital investment cycles and useful life of related assets compared to other companies in our industry. In 2017, Nareit issued a white paper recommending that companies that report EBITDA also report EBITDAre in financial reports. We compute EBITDAre in accordance with the definition adopted by Nareit. Nareit defines EBITDAre as EBITDA (as defined above) excluding gains (loss) from the sales of depreciable property and provisions for impairment on investment in real estate. We believe EBITDA and EBITDAre are useful to investors and analysts because they provide important supplemental information about our operating performance exclusive of certain non-cash and other costs.
EBITDA and EBITDAre are not measures of financial performance under GAAP, and our EBITDA and EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA and EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.
We compute Adjusted EBITDAre as EBITDAre for the applicable quarter, as adjusted to (i) reflect all investment and disposition activity that took place during the applicable quarter as if each transaction had been completed on the first day of the quarter, (ii) exclude certain GAAP income and expense amounts that we believe are infrequent and unusual in nature because they relate to unique circumstances or transactions that had not previously occurred and which we do not anticipate occurring in the future, (iii) eliminate the impact of lease termination fees from certain of our tenants, and (iv) exclude non-cash stock-based compensation expense. Annualized Adjusted EBITDAre is calculated by multiplying Adjusted EBITDAre for the applicable quarter by four, which we believe provides a meaningful estimate of our current run rate for all of our investments as of the end of the most recently completed quarter given the contractual nature of our long-term net leases. You should not unduly rely on this measure as it is based on assumptions and estimates that may prove to be inaccurate. Our actual EBITDAre for future periods may be significantly different from our Annualized Adjusted EBITDAre.
Adjusted EBITDAre and Annualized Adjusted EBITDAre are not measurements of performance under GAAP, and our Adjusted EBITDAre and Annualized Adjusted EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our Adjusted EBITDAre and Annualized Adjusted EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.
Adjusted Net Operating Income (“NOI”) and Adjusted Cash NOI are non-GAAP financial measures which we use to assess our operating results. We compute Adjusted NOI as Adjusted EBITDAre excluding general and administration expenses. We further adjust Adjusted NOI for non-cash revenue components of straight-line rent and other amortization expense to derive Adjusted Cash NOI. We believe Adjusted NOI and Adjusted Cash NOI provide useful and relevant information because they reflect only those income and expense items that are incurred at the property level.
Adjusted NOI and Adjusted Cash NOI are not measurements of financial performance under GAAP and may not be comparable to similarly titled measures of other companies. You should not consider Adjusted NOI and Adjusted Cash NOI as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.
Annualized Adjusted NOI is calculated by multiplying Adjusted NOI for the applicable quarter by four and Annualized Adjusted Cash NOI is calculated by multiplying Adjusted Cash NOI for the applicable quarter by four. We believe these annualized figures provide a meaningful estimate of our current run rate for all of our investments as of the end of the most recently completed quarter given the contractual nature of our long-term net leases. You should not unduly rely on these measures as they are based on assumptions and estimates that may prove to be inaccurate. Our actual Adjusted NOI and Adjusted Cash NOI for future periods may be significantly different from our Annualized Adjusted NOI and Annualized Adjusted Cash NOI.
42
The following table reconciles net income (which is the most comparable GAAP measure) to EBITDA, EBITDAre, Adjusted EBITDAre, Adjusted NOI and Adjusted Cash NOI:
Reconciliation of net income to EBITDA, EBITDAre, Adjusted EBITDAre, Adjusted NOI and Adjusted Cash NOI
|
Three months ended March 31, |
|
|
(unaudited, in thousands) |
2026 |
|
|
Net income |
|
400 |
|
Depreciation and amortization (1) |
|
8,023 |
|
Interest expense |
|
4,213 |
|
Income taxes |
|
70 |
|
EBITDA |
|
12,706 |
|
Gain on sale of real estate |
|
(963 |
) |
Impairment loss |
|
812 |
|
EBITDAre |
|
12,555 |
|
Adjustments: |
|
|
|
Current period investment activity (2) |
|
362 |
|
Current period disposition activity (2) |
|
(20 |
) |
Non-cash compensation expense |
|
1,061 |
|
Exclude non-recurring expenses (3) |
|
165 |
|
Exclude write-offs of amortization of intangibles |
|
270 |
|
Adjusted EBITDAre |
|
14,393 |
|
General and administrative, net of non-recurring |
|
2,425 |
|
Adjusted Net Operating Income (“NOI”) |
|
16,818 |
|
Straight-line rental revenue, net |
|
(429 |
) |
Adjusted Cash NOI |
|
16,389 |
|
|
|
|
|
Annualized Adjusted EBITDAre |
|
57,572 |
|
Annualized Adjusted NOI |
|
67,272 |
|
Annualized Adjusted Cash NOI |
|
65,556 |
|
Net Debt is a non-GAAP financial measure. We define Net Debt as our Gross Debt less cash and cash equivalents. We then adjust Net Debt by the undrawn Series A Preferred Stock to derive Adjusted Net Debt. The ratios of Net Debt to Annualized Adjusted EBITDAre and Adjusted Net Debt to Annualized Adjusted EBITDAre represent Net Debt and Adjusted Net Debt as of the end of the applicable period divided by Annualized Adjusted EBITDAre for the period, respectively. We believe that these ratios are useful to investors and analysts because they provide information about Gross Debt less cash and cash equivalents as well as Gross Debt less cash and cash equivalents and undrawn Series A Preferred Stock, which could be useful to repay debt.
The following table reconciles total debt (which is the most comparable GAAP measure) to Net Debt and Adjusted Net Debt, and presents the ratios of Net Debt to Annualized Adjusted EBITDAre and Adjusted Net Debt to Annualized Adjusted EBITDAre:
Reconciliation of total debt to Net Debt and Adjusted Net Debt and ratio of Net Debt to Annualized Adjusted EBITDAre and Adjusted Net Debt to Annualized Adjusted EBITDAre:
|
|
As of March 31, |
|
|
(unaudited, in thousands) |
|
2026 |
|
|
Debt |
|
|
|
|
Term Loan |
|
$ |
200,000 |
|
Revolving Credit Facility |
|
|
114,000 |
|
Gross Debt |
|
|
314,000 |
|
Cash and cash equivalents |
|
|
(9,294 |
) |
Net Debt |
|
$ |
304,706 |
|
Net value of undrawn Series A Convertible Preferred Stock |
|
|
(50,000 |
) |
Adjusted Net Debt |
|
$ |
254,706 |
|
43
Leverage |
|
|
|
Net Debt to Annualized Adjusted EBITDAre |
|
5.3x |
|
Adjusted Net Debt to Annualized Adjusted EBITDAre |
|
4.4x |
|
The Fixed Charge Ratio is the ratio of Annualized Adjusted EBITDAre to Annualized Fixed Charges. Fixed charges are computed for the applicable quarter on a consolidated basis as interest expense (excluding amortization of fees paid in cash and discounts and premiums on debt), plus regularly scheduled principal repayments of debt (excluding any balloon or similar payments), plus any preferred dividends payable in cash.
The Annualized Fixed Charges is calculated by multiplying fixed charges for the applicable quarter by four. We believe this ratio is useful to investors and analysts as it is used to evaluate our liquidity and ability to obtain financing.
The following table summarizes our fixed charges, and fixed charge coverage ratio:
|
As of March 31, |
|
|
(unaudited, in thousands) |
2026 |
|
|
Interest expense |
$ |
4,213 |
|
Non-cash interest |
|
(395 |
) |
Preferred dividends |
|
239 |
|
Fixed charges |
|
4,057 |
|
Annualized fixed charges |
|
16,228 |
|
Fixed Charge Coverage Ratio |
3.5x |
|
|
Critical Accounting Policies and Estimates
The preparation of the historical condensed consolidated financial statements in conformance with GAAP requires management to make estimates and assumptions that are subjective in nature and affect the reported amounts of assets, liabilities, revenues, and expenses as well as other disclosures in the condensed consolidated financial statements. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates and assumptions, however, our actual results could differ materially from our estimates. A summary of our significant accounting policies is included in Note 2—Accounting Policies for Financial Statements, contained in the condensed consolidated financial statements included elsewhere in this Form 10-Q. Management believes the following critical accounting policies affect its more significant estimates and assumptions used in the preparation of our condensed consolidated financial statements.
Purchase Price Allocation of Acquired Properties
Upon acquisition of real estate held for investment considered to be an asset acquisition, we capitalized the purchase price (including related acquisition costs) as part of the cost basis. We allocate the purchase price between land, buildings and improvements, site improvements, and identifiable intangible assets and liabilities such as amounts related to in-place leases and origination costs acquired, above- and below-market leases, based upon their fair values. The allocation of the purchase price requires judgment and significant estimates. The fair value of the land and building assets is determined on an as-if-vacant basis.
Above- and below-market leases are based upon a comparison between existing leases upon acquisition and current market rents for similar real estate. The fair value of above- and below-market leases is equal to the aggregate present value of the spread between the contract and the market rate of each of the in-place leases over their remaining term. The fair values of in-place leases and origination costs are determined based on the estimates of carrying costs during the expected lease-up periods and costs that would be incurred to put the existing leases in place under the same market terms and conditions.
We use multiple sources to estimate fair value, including information obtained about each property as a result of our pre-acquisition due diligence and marketing and leasing activities. We also consider information and other factors that impact the determination of fair value such as market conditions, industry conditions that the tenant operates in, characteristics of the real estate (e.g., location, size, value of comparative rental rates, traffic count) and tenant credit profile.
44
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If such impairment is present, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The net recoverable amount represents the undiscounted estimated future cash flow expected to be earned from the long-lived asset. In the case of real estate, the undiscounted estimated future cash flows are based on expected cash flows from the use and eventual disposition of the property. We estimate fair value using data such as operating income, estimated capitalization rates or multiples, and with regards to assets held for sale, negotiated selling price, less estimated costs of disposal.
Impact of Recent Accounting Pronouncements
For information on the impact of recent accounting pronouncements on our business, see Note 2 of the Notes to the Condensed Consolidated Financial Statements included in this Form 10-Q.
45
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to interest rate risk arising from changes in interest rates on any floating-rate borrowings we make under our Revolving Credit Facility or Term Loan or other debt or other capital instruments that bear interest. Borrowings under our Revolving Credit Facility and Term Loan will bear interest at floating rates based on 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. 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 above for more details. Our interest rate risk management strategy is intended to stabilize cash flow requirements by maintaining interest rate swaps to convert certain variable-rate debt to a fixed rate. We have not entered, and do not intend to enter, into derivative or interest rate transactions for speculative purposes. Refinancing of any of our debt instruments would also be subject to market conditions at the time of such refinancing and our operational performance, which could require principal paydowns and equity injections due to limited financing sources being available at the time.
As of March 31, 2026 and December 31, 2025, our financial instruments were not exposed to significant market risk due to foreign currency exchange risk or other relevant market rates or prices.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of and for the quarter ended March 31, 2026, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and were operating at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II – OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we are subject to various lawsuits, claims, and other legal proceedings that arise in the ordinary course of our business. We are not currently a party to legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition, or results of operations. We are not aware of any material legal proceedings to which we or any of our subsidiaries are a party or to which any of our property is subject, nor are we aware of any such legal proceedings contemplated by government agencies.
Item 1A. Risk Factors.
There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 25, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Series A Convertible Preferred Stock
On February 10, 2026, we issued and sold an aggregate of 250,000 shares of our Series A Preferred Stock for $100.00 per share for gross proceeds of approximately $25.0 million to Maewyn FVR II LP, Rebound Investment, LP and Petrus Special Situations Fund, L.P. (collectively, the “Purchasers”). The shares of Series A Preferred Stock were issued pursuant to the Investment Agreement, dated November 12, 2025, by and among the Company and the Purchasers.
The issuance and sale of the 250,000 shares of our Series A Preferred Stock was exempt from registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.We
46
relied on these exemptions from registration based in part on the nature of the transaction and the representations made by the Purchasers in the Investment Agreement.
Stock Repurchase Program
During the quarter ended March 31, 2026, we did not repurchase any shares of common stock pursuant to our stock repurchase program.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(a)
Certificate of Correction; Investment Agreement Amendment
On May 7, 2026, the Company filed with the State Department of Assessments and Taxation of the State of Maryland a Certificate of Correction (the “Certificate of Correction”) to its Articles Supplementary classifying its Series A Convertible Preferred Stock (the “Articles”) to correct certain cross-references and to correct the definition of “Stock Exchange Minimum Price.” In connection with the filing of the Certificate of Correction, the Company and the Purchasers entered into the First Amendment to Investment Agreement (the “Amendment”), dated May 6, 2026, which Amendment amends the form of Articles attached to the Investment Agreement to incorporate the corrections set forth in the Certificate of Correction, and makes certain conforming changes to the form of Warrant Agreement attached to the Investment Agreement.
The foregoing descriptions of the Certificate of Correction and the Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Certificate of Correction, a copy of which is filed herewith as Exhibit 3.3, and the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.8, each of which is incorporated herein by reference.
(c)
None of our officers or directors
47
Item 6. Exhibits
No. |
|
Description |
|
|
|
|
|
|
3.1 |
|
Articles of Amendment and Restatement of FrontView REIT, Inc. (filed as Exhibit 3.1 to the Corporation's Registration Statement on Form S-11 filed September 9, 2024 and incorporated herein by reference) |
3.2 |
|
Articles Supplementary of FrontView REIT, Inc. (filed as Exhibit 3.1 to the Corporation’s Current Report on Form 8-K/A filed February 27, 2026 and incorporated herein by reference). |
3.3* |
|
Certificate of Correction to Articles Supplementary of FrontView REIT, Inc. |
3.4 |
|
Amended and Restated Bylaws of FrontView REIT, Inc. (filed as Exhibit 3.2 to the Corporation's Registration Statement on Form S-11/A filed September 24, 2024 and incorporated herein by reference). |
10.1 |
|
Amended and Restated Partnership Agreement of FrontView Operating Partnership LP, dated as of October 3, 2024 (filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed October 7, 2024 and incorporated herein by reference). |
10.2 |
|
First Amendment, dated February 10, 2026, to the Amended and Restated Partnership Agreement of FrontView Operating Partnership LP. (filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K/A filed February 27,2026 and incorporated herein by reference). |
10.3 |
|
Distribution Agreement, dated as of February 27, 2026, by and among FrontView REIT,Inc., FrontView Operating Partnership, and each of J.P. Morgan Securities LLC, JPMorgan Chase Bank, National Association, BofA Securities, Inc., Bank of America, N.A., B. Riley Securities, Inc., BTIG, LLC, Capital One Securities,Inc., Huntington Securities, Inc., Jefferies LLC, Mizuho Securities USA LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Nomura Global Financial Products, Inc., RBC Capital Markets,LLC, Royal Bank of Canada, StoneX Financial Inc., Truist Securities, Inc., Truist Bank, Wells Fargo Securities, LLC and Wells Fargo Bank, National Association (filed as Exhibit 1.1 to the Corporation’s Current Report on Form 8-K filed February 27, 2026 and incorporated herein by reference). |
10.4 |
|
Form of Master Forward Confirmation (filed as Exhibit 1.2 to the Corporation’s Current Report on Form 8-K filed February 27, 2026 and incorporated herein by reference). |
10.5*+ |
|
Form of LTIP Unit Award Agreement (Non-Employee Directors). |
10.6*+ |
|
Form of Time-Based LTIP Unit Award Agreement (Employees). |
10.7*+ |
|
Form of Performance-Based LTIP Unit Award Agreement (Employees). |
10.8* |
|
First Amendment to Investment Agreement, dated May 6, 2026, by and among FrontView REIT, Inc. and Maewyn FVR II LP, Rebound Investment, LP, and Petrus Special Opportunities Fund, L.P. |
31.1* |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2* |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1*† |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2*† |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101.INS* |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
|
|
|
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document. |
|
|
|
104* |
|
Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101). |
* Filed herewith.
+ Management contract or compensatory plan or arrangement.
† In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.
48
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
FRONTVIEW REIT, INC. |
|
|
|
Date: May 7, 2026 |
|
/s/ Stephen Preston |
|
|
Stephen Preston |
|
|
Chairman, Chief Executive Officer and President (Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
Date: May 7, 2026 |
|
/s/ Pierre Revol |
|
|
Pierre Revol |
|
|
Chief Financial Officer (Principal Financial Officer) |
|
|
|
49