DEF 14A of Four Corners Property Trust, Inc., Apr 16, 2026

DEF 14A of Four Corners Property Trust, Inc.

Filed Apr 16, 2026 · FY20250001140361-26-015137

Open on EDGAR

  1. NOTICE OF 2026 Annual Meeting of Stockholders

    | PAY RATIO DISCLOSURE | 41 | | PAY VERSUS PERFORMANCE TABLE | 42 | | Relationship Between Financial Performance Measures | 43 | | Pay Versus Performance Tabular List for fiscal year ended December 31, 2025 | 45 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 46 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 47 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 49 | | Procedures for Approval of Related Party Transactions | 49 | | MISCELLANEOUS | 50 | | Stockholder Proposals and Nominations | 50 | | Householding | 50 | | Other Matters | 50 | | ANNEX A | A-1 |

  2. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS The Board currently has eight directors. The eight persons named below, each of whom currently serves on our Board, have been recommended by our Nominating and Governance Committee and nominated by our Board to serve on the Board until our 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualify. Each of the director nominees has consented to being named in this proxy statement and to serve as a director if elected. Based on its review of the relationships between the director nominees and the Company, the Board has determined that all of our directors, other than William H. Lenehan, our President and Chief Executive Officer, are independent under applicable SEC and NYSE rules. The Board has no reason to believe that any of the persons named below as a nominee for our Board will be unable, or will decline, to serve as a member of the Board if elected. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board. Under the Nominating and Governance Committee’s Director Nomination Protocol, in general, while there are no specific minimum qualifications for nominees, any candidate for service on the Board should possess the highest personal and professional ethics and be committed to representing the long-term interests of our stockholders. See “Corporate Governance—Identifying and Evaluating Director Nominees.”

  3. Nominees for Election as Directors

    Nominees for Election as Directors The table below sets forth the names and ages of each of the individuals nominated for election at the Annual Meeting, as well as the positions and offices with us currently held by such individuals.

  4. Nominees for Election as Directors

    | Name | Position with the Company | Age as of the Annual Meeting | | William H. Lenehan | Director, President and Chief Executive Officer | 49 | | Douglas B. Hansen | Director, Chairperson of the Board | 68 | | Michael Friedland | Director | 67 | | Charles L. Jemley | Director | 62 | | Barbara Jesuele | Director | 51 | | Marran H. Ogilvie | Director | 57 | | Toni Steele | Director | 65 | | Liz Tennican | Director | 57 |

  5. Nominees for Election as Directors

    William H. Lenehan has served as our President and Chief Executive Officer since 2015 and joined the Board in 2015. Mr. Lenehan is a real estate industry professional with significant experience in net leased properties and public company corporate governance matters. Mr. Lenehan served on the board of directors of Darden from October 2014 until he resigned effective as of November 9, 2015 to become our President and Chief Executive Officer. From June 2012 until its sale in late 2014, Mr. Lenehan served as a special advisor to the board of directors of EVOQ Properties, Inc., the owner of a substantial portfolio of development assets in downtown Los Angeles, California. Previously, Mr. Lenehan was the Interim Chief Executive Officer of MI Developments, Inc., now named Granite REIT, an owner of net leased industrial and manufacturing real estate, where he was a member of their Strategic Review Committee and was a director. In addition, Mr. Lenehan served on the board of directors for Gramercy Property Trust Inc., a publicly traded net lease real estate investment trust, from January 2012 until December 2015, where he was Chairman of the Investment Committee, and served on the board of directors of Stratus Properties Inc., a real estate development company, from May 2012 to May 2015. He also spent approximately 10 years as an investment professional at Farallon Capital Management, LLC. Mr. Lenehan also served as a director of Macy’s, Inc. from April 2016 to October 2024. Mr. Lenehan is a graduate of Claremont McKenna College. Mr. Lenehan’s qualifications for election to the Board include his extensive executive experience in the real estate industry, including his service as our President and Chief Executive Officer, and his leadership, corporate governance and risk management abilities gained through his experience described above. Michael Friedland is a Director and joined the Board in 2026. Mr. Friedland is a member of the Investment Committee and Nominating and Governance Committee. Mr. Friedland has extensive experience in corporate and real estate finance, banking, risk, and credit, investment grade and leveraged syndicated finance and credit restructuring. Mr. Friedland served as J.P. Morgan’s Vice Chair of Global Corporate Banking from 2022 until 2026. From 2012 to 2022, Mr. Friedland served in various roles at J.P. Morgan, including Group Manager of Global Corporate Banking-Real Estate, in which role he was responsible for broad-based client coverage of a range of public and private real estate companies. From 2010 to 2012, Mr. Friedland served as the Head of J.P. Morgan’s Real Estate Special Credits and Workout Group, during the global financial crisis. From 1994 to 2010, Mr. Friedland served as the Managing Director of J.P. Morgan’s Syndicated and Leveraged Finance Group, in which role he was responsible for capital markets and distribution. From 1989 to 1994, Mr. Friedland held various roles within real estate banking coverage in the New York metropolitan area, including real estate special credits during the S&L crisis. From 1985 to 1989, Mr. Friedland was a member in the Real Estate Industries Team at Bankers Trust Corporation. Mr. Friedland received a Master of Business Administration in Finance from New York University and a Bachelor of Arts degree, cum laude, from Tufts University. Mr. Friedland’s qualifications for election to the Board include his extensive experience as an executive in the financial services industry with a focus on real estate, including his experience in relation to capital markets, capital formation and capital structure. Mr. Friedland was recommended to the Board by a non-management director. Douglas B. Hansen is the Chairperson of the Board and joined the Board in 2015. Mr. Hansen is also the chairperson of our Compensation Committee and a member of our Investment Committee. From 2011 to 2017, Mr. Hansen served as CEO of Atria Properties, LLC, a commercial real estate brokerage company. Since 2009, Mr. Hansen has served as President of Resonant Capital, Inc., a business services and real estate company. Mr. Hansen is a founder of Redwood Trust, Inc., a public mortgage REIT, and served as its President from 1994 through 2008 and has been a director of Redwood Trust, Inc. since 1994. Since 2011, Mr. Hansen has been a board member and CFO of River of Knowledge, Inc., a non-profit corporation. Mr. Hansen holds a Bachelor’s degree in Economics from Harvard College and a Master of Business Administration degree from Harvard Business School. Mr. Hansen’s qualifications for election to the Board include his extensive experience as a director and executive in a number of companies in the real estate industry, including his experience in relation to corporate governance, executive compensation and risk management. Charles L. Jemley is a Director and joined the Board in 2017. Mr. Jemley is also the chairperson of the Audit and Risk Committee and a member of the Compensation Committee. Since December 2024, Mr. Jemley has acted as an advisor to LANDED. Additionally, since August 2024, Mr. Jemley has served on the board of First Watch Restaurants Group, Inc. and is the chairperson of the Audit Committee. From January 2020 to May 2024, Mr. Jemley served as the Chief Financial Officer of Dutch Bros. Coffee. From July 2018 to December 2019, Mr. Jemley served as the Chief Financial Officer of CKE Restaurant Holdings, Inc. Mr. Jemley also served in various capacities at Starbucks through January 2018, including as Senior Vice President where he led finance for a number of global functions. Mr. Jemley joined Starbucks in February 2006 as part of the original leadership team based in Shanghai, China charged with growing the China market shortly after Starbucks began raising its China equity positions. Since returning to the U.S. in 2008, Mr. Jemley held a number of senior finance positions, the vast majority of which involved scaling Starbucks international business, including leading its international store development program in 2015. Prior to joining Starbucks, Mr. Jemley had a 16-year career with Yum! Brands (KFC, Pizza Hut, Taco Bell). At Yum, his responsibilities included CFO Yum China from 2004 through 2005, vice president business planning Yum International in 2003, leading US real estate and development for the KFC brand in 2001 and 2002. Mr. Jemley received his Bachelor of Arts in accounting from the University of Louisville and holds a Master of Business Administration degree from the University of Washington. Mr. Jemley’s qualifications for election to the Board include his extensive experience as a director and executive in a number of companies in the restaurant industry, including his experience in relation to financial and accounting matters and restaurant operations. Barbara Jesuele is a Director and joined the Board in 2023. Ms. Jesuele is also the chairperson of our Nominating and Governance Committee and a member of our Investment Committee. Ms. Jesuele serves as the Deputy Chief Investment Officer at J. Paul Getty Trust (“Getty”). Ms. Jesuele has worked at Getty for over 20 years, working across public and private market asset classes. She started at Getty in 2002 as a Senior Analyst in Private Equity. Ms. Jesuele was promoted to Manager of Real Assets in 2008, Director of Real Assets in 2011, then Managing Director of Real Assets in 2013. Ms. Jesuele assumed responsibility for Public Equity in 2020 in addition to the Real Assets portfolio. Ms. Jesuele serves on the Environmental Sustainability Working Group to assist in Getty-wide sustainability initiatives including drafting the investment framework for environmental and social governance. In 1998, prior to Getty,

  6. Nominees for Election as Directors

    Ms. Jesuele started her career at HypoVereinsbank (UniCredit) in Munich, Germany, as a Credit Risk Analyst with the Financial Institutions Group focused on Asia. Ms. Jesuele is fluent in German, Filipino and English and holds a Bachelor of Arts in Management and Economics from the Ateneo de Manila University, Philippines. Ms. Jesuele’s qualifications for election to the Board include her extensive experience as an investment executive in the real estate industry, including her experience in relation to financial and accounting matters, compensation, environmental and social governance and diversity, equity and inclusion. Marran H. Ogilvie is a Director and joined the Board in 2015. Ms. Ogilvie is a member of the Nominating and Governance Committee and Audit and Risk Committee. Ms. Ogilvie is the founder of 2Solv, LLC, an affiliate of K2 Integrity, that invests its resources in select emerging asset managers to accelerate their growth. Ms. Ogilvie served as a Director of Accelerate Diagnostics, an in vitro diagnostics company, from May 2023 to July 2025, and as a Director of Ferro Corporation, a manufacturing company, from October 2017 to April 2022, and as a director of GCP Applied Technologies, a global provider of construction products technologies, from March 2019 to September 2022, and as a Director of Evolution Petroleum Corporation, an oil and gas company, from December 2017 to December 2020. Ms. Ogilvie served as an Advisor to the Creditors Committee for the Lehman Brothers International (Europe) Administration from 2008 to 2018, as a Director of Bemis Company, a packaging company, from March 2018 to June 2019, as a Director of Forest City Realty Trust, a real estate investment trust, from April 2018 to December 2018, as a Director for Southwest Bancorp, a regional commercial bank, from September 2011 to April 2015, as a Director of Seventy Seven Energy Inc., an oil field services company, from July 2014 to July 2016, as a Director of Zais Financial Corporation, a real estate investment trust, from February 2013 to October 2016, as a Director of the Korea Fund, an investment company, from November 2012 to December 2017, and as a Director of LSB Industries, Inc., a manufacturing company, from April 2015 to April 2018. Prior to that, Ms. Ogilvie was a member of Ramius, LLC, an alternative investment management firm, where she served in various capacities from 1994 to 2009 before the firm’s merger with Cowen Group, including as Chief Operating Officer from 2007 to 2009, in which role she was responsible for financial reporting of the company and oversaw the office of the Chief Financial Officer, and General Counsel from 1997 to 2007. Following the merger, Ms. Ogilvie became Chief of Staff at Cowen Group, Inc. until 2010. Ms. Ogilvie received a Bachelor’s degree from the University of Oklahoma and a Juris Doctorate from St. John’s University. Ms. Ogilvie’s qualifications for election to the Board include her extensive experience as a director and executive in a number of companies in a variety of industries, including her experience in relation to finance and accounting, corporate governance, executive compensation, risk management and investment analysis. Toni Steele is a Director and joined the Board in 2020. Ms. Steele is a member of our Compensation Committee and Audit and Risk Committee. Ms. Steele has extensive experience in real estate, capital markets and asset management. Ms. Steele currently serves as Snapchat’s Global Lead for its Real Estate Portfolio and Transactions. Previous to her role at Snapchat, Ms. Steele held a role as Google’s Global Director of Real Estate Asset Management and Co-Lead Google’s Affordable Housing Fund from 2021 until 2024. Prior to that, Ms. Steele was Google’s Real Estate Portfolio Lead from 2018 until 2021. From 2017 to 2018, Ms. Steele served as co-lead on the Netflix brokered purchase of the Albuquerque Studios while serving as Executive Vice President of Southern California Capital Markets at JLL. Prior to that, from 1995 to 2017, Ms. Steele spent over 22 years at Goldman Sachs serving various ventures and investments in the U.S. and abroad, including as Director for Italy Real Estate & Germany NPL Real Estate based in Europe, U.S. Vice President of Acquisitions & Asset Management and Western Region Asset Management Team Lead. Ms. Steele received a Master of Business Administration, summa cum laude, from the International University of Monaco and a Bachelor of Arts degree, magna cum laude, from Pepperdine University. Ms. Steele’s qualifications for election to the Board include her extensive experience as an executive in a number of companies in the real estate and finance industries, including her experience in relation to real estate acquisitions, capital markets, asset management, sustainability and environmental and social governance. Liz Tennican is a Director and joined the Board in 2020. Ms. Tennican is also a chairperson of our Investment Committee and a member of our Nominating and Governance Committee. Ms. Tennican has held a wide variety of senior positions in the real estate and finance industries and is currently a Managing Partner at Carmel Partners, a vertically integrated investment manager focused on U.S. multifamily properties. At Carmel Partners, Ms. Tennican serves as Head of Investor Relations and ESG. She is a member of the Executive Committee, Investment Committee and Portfolio Management Committee. From 2013 to 2016, Ms. Tennican was a Managing Director and Head of Investor Relations and Business Development for Watershed Asset Management, a credit-oriented hedge fund. From 2006 to 2013, Ms. Tennican was with Barclays Global Investors, which was acquired and became part of BlackRock, where she headed the Institutional Consultant Relations Group and then spent five years as Head of U.S. Institutional Sales for the iShares division. Prior to that, Ms. Tennican spent seven years in the investment banking industry at Robertson Stephens, where she co-founded its capital markets desk. Ms. Tennican received both a Bachelor of Arts in economics and a Master of Business Administration from Stanford University. Ms. Tennican’s qualifications for election to the Board include her extensive experience as an executive in a number of companies in the real estate and finance industries, including her experience in relation to financial and accounting matters and investor relations.

  7. Corporate Governance Profile

    | • | we maintain a clawback policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation), and certain of our incentive equity award agreements require a clawback of equity-based compensation in certain cases that result in a financial restatement due to fraud; |

  8. Corporate Governance Profile

    | • | our Compensation Committee retains an independent compensation consultant; |

  9. Corporate Governance Profile

    | • | we do not currently provide any acquisition or earnings guidance and instead focus on creating long-term stockholder value; |

  10. Our Board

    Our Board Our Board currently consists of eight directors. Our charter and bylaws provide that the number of directors constituting our Board may be increased or decreased by a majority vote of our entire Board, provided the number of directors may not be decreased to fewer than one, the minimum number required under the Maryland General Corporate Law nor, unless our bylaws are amended, more than 15 directors. During 2025, the Board held seven meetings. Each member of the Board attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served). There are no family relationships among our executive officers and directors.

  11. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our Nominating and Governance Committee has adopted a Director Nomination Protocol that, together with our bylaws, describes in detail the process we use to fill vacancies and add new members to the Board. The Director Nomination Protocol is available at www.fcpt.com under Investors – Governance – Governance Documents, as Appendix A to the Nominating and Governance Committee charter. In identifying or selecting nominees for the Board, the Company’s Corporate Governance Guidelines and related Director Nomination Protocol provide that the Company seeks board members who will bring to the board a deep and wide range of experience in the business world and have diverse problem-solving talents. We seek people who have demonstrated high achievement in business or another field, to enable them to provide strategic support and guidance for the Company. We also evaluate potential time constraints on a person’s ability to fulfill their duties as a director of FCPT, especially with respect to the person’s expected time commitments serving as a director and/or executive of other public companies. Under the Director Nomination Protocol, in general, while there are no specific minimum qualifications for nominees, any candidate for service on the Board should possess the highest personal and professional ethics and be committed to representing the long-term interests of our stockholders in a manner consistent with our core values (integrity and fairness, respect and caring, diversity, always learning—always teaching, teamwork and excellence). The Company strives to maintain a board that reflects the gender, ethnic, racial, age, geography and other diversity of our work force, and also fosters diversity of thought. We also will consider the candidate’s independence under applicable NYSE listing standards and our Corporate Governance Guidelines. In identifying and evaluating nominees for the Board, the Board assesses the background of each candidate in a number of different ways including a wide variety of qualifications, attributes and other factors and recognizes that diverse viewpoints, backgrounds and experiences enhance the Board’s effectiveness. When reviewing and making initial recommendations on new candidates, the Nominating and Governance Committee considers how each prospective member’s unique background, expertise and experience will contribute to the Board’s overall perspective and ability to govern. The Nominating and Governance Committee also considers recommendations for director candidates provided by third-party search firms. Candidates Recommended by Stockholders. Under the Nominating and Governance Committee’s Director Nomination Protocol, stockholders may recommend nominees for director to the Nominating and Governance Committee, and the Nominating and Governance Committee will consider candidates recommended by stockholders. The Nominating and Governance Committee will evaluate nominees recommended by stockholders in the same manner as those recommended by the Nominating and Governance Committee. Stockholders wishing to submit recommendations of director candidates for consideration by the Nominating and Governance Committee should send the candidate’s name and qualification to our Secretary at 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.

  12. Committees of the Board of Directors

    | • | annually review and approve the objective performance measures and the performance targets for executive officers participating in the Company’s long-term incentive plans and certify the performance results under such measures and targets; |

  13. Committees of the Board of Directors

    | • | review and make recommendations to our Board, as appropriate, regarding employment agreements, severance arrangements and plans and change in control arrangements for the President and Chief Executive Officer and other executive officers; |

  14. Committees of the Board of Directors

    The Compensation Committee makes compensation decisions for our executive officers after careful review and analysis of appropriate performance information and market compensation data. The Compensation Committee, together with the other independent directors on the Board, determines the compensation for the Chief Executive Officer. The Chief Executive Officer provides recommendations to the Compensation Committee on the compensation for each executive officer other than himself. The Chief Executive Officer does not make recommendations with respect to his own compensation and is not present when his compensation is discussed by the Compensation Committee. The Chief Executive Officer’s recommendations for the other executive officers are based on his personal review of their performance, job responsibilities and importance to our overall business strategy. Although the Chief Executive Officer’s recommendations are given significant weight, the Compensation Committee retains full discretion when determining compensation for all executive officers. Under its charter and the Amended and Restated Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan (as amended, the “2015 Plan”), the Compensation Committee has the power to delegate the authority to approve grants to non-executive officers of stock options, restricted stock, restricted stock units and other equity awards under the 2015 Plan. The Compensation Committee first delegated such authority with respect to non-executive officers to our President and Chief Executive Officer in February 2016 and revised and re-delegated authority to our President and Chief Executive Officer in January 2023. The President and Chief Executive Officer has discretion to approve awards for non-executive officers as a percentage of annual base salary without Compensation Committee approval. The Compensation Committee has the power under its charter to delegate its authority to subcommittees if determined by the Compensation Committee to be necessary or advisable. The Compensation Committee has not delegated its authority to subcommittees. For fiscal year 2025, the Compensation Committee engaged the services of Semler Brossy Consulting Group (“Semler Brossy”), an executive compensation consultant, to provide advice and counsel in carrying out its duties. Semler Brossy provided the Compensation Committee with market data on executive pay practices and levels, and provided recommendations regarding the structure of executive employment arrangements, pay opportunities and equity based incentives. The Compensation Committee has the sole authority to approve the compensation consultant’s fees and terms of its engagement. The Compensation Committee has reviewed its relationship with Semler Brossy to ensure that it believes that Semler Brossy is independent from management and that there is no conflict of interest resulting from retaining Semler Brossy. This review process includes a review of the services Semler Brossy provides, the quality of those services and fees associated with the services during the fiscal year, as well as consideration of the factors impacting independence that are set forth in NYSE rules. The Board has determined that each member of the Compensation Committee meets the independence requirements set forth by the SEC and in the NYSE listing requirements and the Compensation Committee charter. The Compensation Committee met seven times in 2025. Investment Committee The primary responsibilities of the Investment Committee are to, among other things:

  15. Committees of the Board of Directors

    | • | evaluate the investment performance of the Company’s portfolio based on benchmarks that the Board or the Investment Committee may select. |

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  17. Director Compensation Policy

    Director Compensation Policy Our director compensation policy provides that each non-employee director will receive (i) a base annual cash retainer of $70,000, payable in quarterly installments, in arrears, and (ii) an annual award of $125,000 in restricted stock units (“RSUs”) of the Company under the 2015 Plan, granted on the date of our annual meeting of stockholders, which will vest on the first anniversary of the applicable grant date, subject to continued service. Additionally, each new member of the Board who is appointed to the Board other than on the date of our annual meeting of stockholders shall, upon being appointed to the Board, receive a prorated award of RSUs, which will vest on the date of the first annual meeting of stockholders following the applicable grant date, subject to continued service. Each non-employee director will receive an award of dividend equivalent rights (“DERs”) with respect to each RSU granted to the director for all dividends and distributions in cash, shares of the Company’s common stock or other property which are paid on one share of the Company’s common stock, and all such DERs will be deemed to be reinvested in additional RSUs as of the payment date for such dividend or distribution. Each additional RSU that results from such deemed reinvestment of DERs will be subject to the same terms and conditions (including vesting) as the underlying RSU. Each non-employee director may (but is not required to) elect to defer the receipt of shares of the Company’s common stock that would otherwise be payable upon vesting of the RSU, including annual RSU awards and any additional RSUs received as a result of the deemed reinvestment of DERs, in accordance with procedures as may be established by the Compensation Committee. With respect to 2025, five directors elected to defer receipt of their shares. Under the director compensation policy, the non-executive Chairperson of the Board or lead independent director, if appointed, will receive an additional cash retainer of $40,000, payable in quarterly installments, in arrears, and an additional annual award of $60,000 in RSUs, which will vest on the first anniversary of the applicable grant date. The chairpersons of the Audit and Risk Committee, Compensation Committee, Nominating and Governance Committee and Investment Committee of the Board will receive additional annual cash retainers as follows: $15,000 to the Chairperson of the Audit and Risk Committee; and $10,000 to each Chairperson of the Compensation Committee, Nominating and Governance Committee and the Investment Committee, in each case payable in quarterly installments, in arrears. Non-employee directors may elect to receive all or a portion of any annual cash retainer (including cash retainers for service as Chairperson of any committee or for service as non-executive Chairperson of the Board or, if applicable, lead independent director) in fully vested RSUs. Each non-employee director will receive an award of DERs with respect to each such RSU granted to the director in lieu of his or her annual cash retainer. Each non-employee director may (but is not required to) elect to defer the receipt of shares of the Company’s common stock that would otherwise be payable upon vesting of any such RSUs in accordance with procedures as may be established by the Compensation Committee. None of our non-employee directors elected to receive their annual cash retainer in the form of RSUs with respect to 2025. The Company will also reimburse each of the directors for his or her out-of-pocket expenses incurred in connection with the performance of his or her Board duties.

  18. Equity Awards Granted to Directors in 2025

    Equity Awards Granted to Directors in 2025 On June 5, 2025, at our 2025 Annual Meeting of stockholders, Mr. Hansen, as the Chairperson of our Board, was granted an award of 6,809 RSUs and each other non-employee director then-serving on the Board was granted an award of 4,601 RSUs. Each such RSU award is scheduled to vest on June 5, 2026 and will be settled in stock following vesting (unless the applicable director elects to defer such settlement, as described above).

  19. Director Compensation Table

    Director Compensation Table The following table presents information regarding the compensation earned in 2025 by non-employee directors who served on the Board during the year. The compensation paid to Mr. Lenehan, our CEO, is presented below in the section entitled “Executive Compensation Discussion and Analysis—Summary Compensation Table.” Mr. Lenehan does not receive any compensation for his services as a member of the Board, including any grants of RSUs.

  20. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Douglas B. Hansen | 100,714 | 185,000 | 285,714 | | Charles L. Jemley | 82,857 | 125,000 | 207,857 | | Barbara Jesuele | 73,571 | 125,000 | 198,571 | | John Moody(2) | 49,602 | — | 49,602 | | Marran H. Ogilvie | 72,143 | 125,000 | 197,143 | | Toni Steele | 67,857 | 125,000 | 192,857 | | Liz Tennican | 73,571 | 125,000 | 198,571 |

  21. Director Compensation Table

    | (1) Amounts reported in fiscal 2025 include the aggregate grant date fair value of the RSUs granted to the non-employee directors in 2025, each calculated in accordance with FASB ASC Topic 718. The grant date fair value of the RSUs granted to the non-employee directors in 2025 is equal to the number of RSUs granted to the director (6,809 for Mr. Hansen and 4,601 for each other non-employee director) multiplied by the closing market price of our common stock on the applicable date of grant ($27.17 on June 5, 2025). |

  22. Director Compensation Table

    | (2) John S. Moody was a member of the Board for a portion of 2025. In March 2025, Mr. Moody announced that he would not stand for reelection. |

  23. Director Compensation Table

    The table below shows the aggregate number of unvested RSU awards held as of December 31, 2025 by each non-employee director who was serving as of December 31, 2025.

  24. Director Compensation Table

    | Name | Unvested RSUs Outstanding at Fiscal Year End (#) | | Douglas B. Hansen | 7,002 | | Charles L. Jemley | 4,731 | | Barbara Jesuele | 4,731 | | Marran H. Ogilvie | 4,731 | | Toni Steele | 4,731 | | Liz Tennican | 4,731 |

  25. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our compensation program is a pay-for-performance model based upon the philosophy that we should incentivize our NEOs to improve our financial performance, profitably grow our business and increase stockholder value and focus on rewarding the attainment of these objectives. More specifically, our program is designed to support and reward our NEOs for the effective stewardship of our existing asset base, accretive acquisitions to increase that asset base, increased efficiency in our operations, the raising and using capital to reduce the cost of capital for such acquisitions and, over time, the profitable growth of the business. As such, a large portion of each NEO’s compensation package consists of short-term and long-term incentive awards that pay out only upon the achievement of corporate and individual performance objectives, including equity awards that are linked to increases in stock value over time. Our

  26. Compensation Philosophy and Objectives

    | 1. | Attract and engage effective executive officers who have the motivation, experience and skills necessary to create long-term value for our stockholders; |

  27. Compensation Philosophy and Objectives

    | 2. | Align the long-term interests of our executive officers with the interests of the Company and our stockholders to enhance long-term shareholder value, given market conditions, with executive compensation; |

  28. Compensation Philosophy and Objectives

    | 4. | Motivate executives to remain at the Company for the long-term. |

  29. Checklist of Compensation Practices

    | ✔ | Pay for Performance. A significant portion of each NEO’s total target compensation is at-risk and can only be earned based on the achievement of certain pre-established performance criteria. Our performance-based restricted stock awards, which constitute 50% of the long-term incentive compensation awards that we grant to our NEOs, are earned based on the Company’s absolute stockholder returns and on its total stockholder return relative to the total stockholder returns of the companies in a comparison group of similarly situated companies over a three-year performance period as well as AFFO Share Growth (as defined below) as a |

  30. Checklist of Compensation Practices

    percentage over the performance period. Further, our annual incentive compensation program does not reward the mere accumulation of additional properties, but rather is designed to reward our NEOs for growing and diversifying our existing portfolio with the purchase of nationally recognized branded restaurants and other retail properties that are well located and have creditworthy tenants. As described herein, the Compensation Committee retains discretion to weigh individual performance for the annual incentive plan equally to avoid over incentivizing one item and enabling the Company to react to market conditions. Each NEO is eligible to earn an annual bonus in an amount that ranged from 0% to 150% of his target annual bonus opportunity. Further, beginning in 2025, we updated our performance-based restricted stock awards to include an AFFO Share Growth metric in addition to the Company’s RSR and TSR goals (each as defined and described below). We believe that this change furthers the goal of rewarding our NEOs for sustainable earnings growth on a per-share basis, directly reflecting the Company’s ability to generate increasing on-going cash flows per share available to shareholders over a three-year performance period reinforcing a stockholder-first mindset and ultimately driving long-term shareholder value.

  31. Checklist of Compensation Practices

    | ✔ | Clawback Compensation. We maintain a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, as required by SEC rules and NYSE Listing Standards implemented pursuant to the Dodd-Frank Act, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation). In addition, certain incentive equity and cash compensation granted to our NEOs is subject to clawback if there is a restatement of our financial statements due to fraud in which the executive participated. |

  32. Checklist of Compensation Practices

    | ✔ | Independent Compensation Consultant. The independent Compensation Committee retains an independent compensation consultant to review and provide input to our executive compensation programs and practices including, but not limited to, assisting with our annual say-on-pay vote and consideration of peer groups and market data in determining compensation. |

  33. Checklist of Compensation Practices

    | ✘ | No Single-Trigger Change in Control Provisions. Upon a change in control in which equity awards are being assumed or continued, a qualifying termination also must occur for the awards to accelerate. |

  34. Checklist of Compensation Practices

    | ✘ | No Dividends Paid on Unvested Stock Awards. Dividends on shares of both time-based and performance-based restricted stock and DERs on RSUs are reinvested in additional shares or RSUs, as applicable, which will not be issued to the executive unless and until the underlying restricted shares or RSUs become earned and vested. |

  35. Compensation Determination Process

    Compensation Determination Process Role of the Compensation Committee The Compensation Committee makes compensation decisions for our NEOs after careful review and analysis of performance information and market compensation data. The Compensation Committee annually reviews and approves the corporate goals and objectives relevant to the compensation of the CEO, evaluates the CEO’s performance in light of such goals and objectives, and makes recommendations to the other independent directors on our Board who will, together with the Compensation Committee, determine and approve the CEO’s compensation, including the annual base salary level, annual bonus opportunity level, and long-term incentive compensation based on this evaluation. In evaluating and recommending the total compensation opportunity for the CEO (including the long-term incentive component), the Compensation Committee may consider a number of factors, including, but not limited to, the Company’s performance and both absolute and relative stockholder return, compensation opportunities (including the value of equity incentives) of chief executive officers at comparable companies, and historical opportunities and outcomes for the CEO (including prior equity grants). The Compensation Committee also annually reviews and approves the compensation of our other NEOs and evaluates the performance of such officers before approving their annual base salary level, annual cash bonus opportunity level and long-term incentive compensation. Role of CEO in Compensation Decisions The CEO provides recommendations to the Compensation Committee on the compensation for each NEO other than himself. The CEO does not make recommendations with respect to his own compensation and is not present during any Compensation Committee deliberations or voting with respect to his compensation. The CEO’s recommendations for the other executive officers are based on his personal review of their performance, job responsibilities and importance to our overall business strategy. Although the CEO’s recommendations are given significant weight, the Compensation Committee retains full discretion when determining compensation for all NEOs. Role of the Compensation Consultant In 2025, the Compensation Committee engaged Semler Brossy as an independent compensation consultant to advise it on matters related to the compensation of our executive officers and directors. The role of the compensation consultant is to serve as an objective third-party advisor to the Compensation Committee on executive and director compensation arrangements, assessing reasonableness of compensation levels in comparison with those of similarly situated companies and the appropriateness of the compensation program structure in supporting the Company’s strategic objectives. The compensation consultant reports directly to the Compensation Committee and the Compensation Committee may replace the compensation consultant at any time. In 2025, Semler Brossy supported the Compensation Committee by (i) attending Compensation Committee meetings, (ii) preparing and presenting analyses on compensation levels, including competitive assessments of the Company’s practices and policies and (iii) assisting the Company in preparing compensation-related materials and disclosure as requested by the Company. Semler Brossy provided no other services to the Company in 2025. Use of Peer Group and Market Data The Compensation Committee uses peer group data as one tool in assessing and determining pay for our NEOs, with secondary testing to a broader pay survey focused on the real estate industry. Competitive market data is intended to provide a framework for current market pay practices, trends, best practices and overall industry performance. We believe this use of peer company data is consistent with how stockholders and proxy advisory firms use such data. However, over-reliance on market data can provide an incomplete picture, and therefore we also factor in an individual’s personal contributions to the organization, unique qualifications and skill sets and the particular circumstances of our Company, and ultimately strive to create compensation magnitudes that are appropriate for the risk profile of our Company today and over the longer-term. The Compensation Committee has retained Semler Brossy to, among other things: (i) assist in comparing our executive compensation program to that of our peers and (ii) analyze trends in compensation in the marketplace, generally, and specific compensation program design changes among our peers, more specifically. With respect to 2025, with recommendations from Semler Brossy, the Compensation Committee selected the companies to be included in our peer group based on a number of factors, including company size (particularly enterprise value and assets), business focus, complexity of operations, and geographic reach. The Compensation Committee, with advice from Semler Brossy, annually reviews our peer group and may update its composition to better reflect our competitive landscape or, if necessary, to account for any corporate changes, including acquisitions and dispositions. The following peer group, which remains unchanged from 2024, was used by the Compensation Committee in 2025 to review the executive compensation program.

  36. Elements of Compensation

    | (1) Beginning in 2021, Mr. Lenehan’s annual base salary has been paid in cash with respect to $589,050, and with respect to the remaining portion in an RSU award. Accordingly, on January 22, 2025, Mr. Lenehan was granted a one-time RSU award with an aggregate grant date fair value of $135,555 in respect of portion of his annual base salary above $589,050. The RSU award vested in full on January 22, 2026. |

  37. Elements of Compensation

    Annual Incentive Compensation The Company’s NEOs were eligible to earn discretionary annual performance bonuses for the calendar year 2025 under our annual bonus program, based on the Compensation Committee’s (or, for Mr. Lenehan, the Board’s) overall assessment of certain Company and/or executive performance objectives for the year. The purpose of our annual incentive compensation program is to motivate the achievement of corporate and individual strategic objectives on an annual basis and to reward financial and operating performance and leadership excellence. Performance criteria considered when determining annual bonuses include, among others, the following: Achievement of Individual Goals, Acquisition Quality/Yield/Volume, AFFO Share Growth, Absolute and Relative Total Shareholder Return, Financial Leverage, Credit Trends and 360-degree employee feedback. The Compensation Committee believes that each component of the performance criteria furthers the goal of the Company’s compensation program to align NEOs’ compensation with creating long-term shareholder value. The Compensation Committee at its discretion may weigh certain factors when evaluating discretionary bonuses for the calendar year. The Compensation Committee believes that retaining this flexibility avoids unduly incentivizing any single outcome and enables our NEOs to manage the business in response to market conditions, while maintaining a focus on long-term stockholder value. The target annual bonus opportunities of the NEOs for calendar year 2025 are displayed in the chart below, pursuant to the executives’ employment agreements with the Company, which are described below in the section entitled “Executive Compensation Discussion and Analysis – Narrative Description to Summary Compensation Table and Grants of Plan-Based Awards Table”. Each NEO was eligible to earn an annual bonus for 2025 in an amount that ranged from 0% to 150% of his target annual bonus opportunity.

  38. Elements of Compensation

    | NEO | 2025 Base Salary | 2025 Target Annual Bonus (as a % of Base Salary) | 2025 Target Annual Bonus | | William H. Lenehan | $724,605 | 125% | $905,756 | | Patrick L. Wernig | $454,842 | 70% | $318,390 | | James L. Brat | $487,535 | 65% | $316,897 |

  39. Elements of Compensation

    The Compensation Committee determined each NEO’s annual bonus amount for 2025 in its discretion based on its evaluation of the executive’s individual performance for the year and contributions to the Company’s overall success. Accordingly, the Compensation Committee and, with respect to Mr. Lenehan only, the other independent directors on our Board, approved the annual bonus amounts for the executives for 2025 displayed in the chart below. Under our annual incentive compensation program, bonuses (to the extent earned) for Messrs. Wernig and Brat are payable in cash up to the target amount and in shares for any amounts earned over the target amount, and, with respect to Mr. Lenehan, bonuses are payable in cash up to 100% of his annual base salary and in shares for any amounts earned over his annual base salary. We believe that partial payment in fully vested shares underscores an ownership ethic among our senior-most executives and aligns their interests with those of our shareholders by extending executives’ exposure to stock price performance and reinforcing an ownership mindset beyond the annual performance period associated with cash bonuses. Therefore, the NEOs received their annual bonuses as follows: (i) with respect to an amount up to the executive’s 2025 target annual bonus opportunity (or, with respect to Mr. Lenehan, up to 100% of his 2025 annual base salary), in cash and (ii) with respect to the amount earned above their target annual bonus opportunity (or, for Mr. Lenehan, above his annual base salary), in the form of fully vested shares of our common stock issued to the executives on January 22, 2026 under our 2015 Plan. The number of shares issued to each of the executives is displayed in the chart below and was determined based on the closing price of the Company’s common stock on January 22, 2026 ($24.28).

  40. Elements of Compensation

    | NEO | 2025 Target Annual Bonus | Earned 2025 Bonus (as a % of Target) | 2025 Bonus Payout (Total Value) | Fully-Vested Shares Issued for Payout Above Target (#) | | William H. Lenehan | $905,756 | 125% | $1,132,195(1) | 9,326(1) | | Patrick L. Wernig | $318,390 | 125% | $397,988 | 3,279 | | James L. Brat | $316,897 | 125% | $396,121 | 3,263 |

  41. Elements of Compensation

    | (1) Any amount of Mr. Lenehan’s 2025 bonus payable above his annual base salary of $724,605 was payable in fully vested shares of our common stock. With respect to 2025, Mr. Lenehan received 16,788 fully vested shares, which represented $407,590. |

  42. Elements of Compensation

    Annual Long-Term Incentive Compensation In 2025, each NEO was granted an annual long-term equity incentive award under the 2015 Plan. The Compensation Committee grants long-term equity incentive awards in order to attract and retain talented executives, to motivate future performance and to link compensation to performance of the Company’s stock over a multi-year period. The Compensation Committee grants long-term equity incentive awards to attract and retain talented executives, motivate sustained future performance, and align compensation with the Company’s stock performance over a multi-year period, reflecting the long-term interests of shareholders. The Compensation Committee believes that long-term equity incentive awards align the long-term interests of the NEOs with the interests of the Company and the Company’s stockholders. The following table describes the design features and purposes of the performance-based RSUs (which we refer to as “performance-based restricted stock” in this proxy statement) and time-based RSUs (which we refer to as “time-based restricted stock” in this proxy statement) awards:

  43. Elements of Compensation

    | Award | Design Feature | Purpose | | Time-Based Restricted Stock | Vest annually over a three-year period, subject to the NEO’s continued employment. | Talent retention and align the interests of our executives with the interests of our shareholders. | | Performance-Based Restricted Stock | Earned based on the achievement of a performance measure established by the Compensation Committee over a performance period ending on the earlier of the three-year anniversary of the performance period commencement date and the date on which a “change in control” (as defined in the 2015 Plan) is consummated, subject to the NEO’s continued employment with the Company through the end of the applicable performance period. | Incentivize our NEOs based on long-term performance and shareholder value creation, talent retention, and align the interests of our executives with the interests of our shareholders. |

  44. Elements of Compensation

    In January 2025, the Compensation Committee and, with respect to Mr. Lenehan only, the other independent directors on our Board, approved an increase in each NEO’s aggregate target value for his annual long-term incentive award in recognition of each executive’s strong performance during calendar year 2024 and to motivate future performance and further align the interests of our NEOs and our stockholders. The aggregate target values of the executives’ 2025 annual long-term incentive awards are displayed in the table below. Each executive’s long-term equity incentive award for calendar year 2025 was granted 50% in the form of performance-based restricted stock and 50% in the form of time-based restricted stock. The Compensation Committee (and, in the case of Mr. Lenehan, all of the independent directors on our Board) approved the following annual long-term equity incentive awards to the NEOs: (i) Mr. Lenehan – 56,340 shares of time-based restricted stock and a target award of 56,340 shares of performance-based restricted stock; (ii) Mr. Wernig – 11,038 shares of time-based restricted stock and a target award of 11,038 shares of performance-based restricted stock; and (iii) Mr. Brat – 12,976 shares of time-based restricted stock and a target award of 12,976 shares of performance-based restricted stock. The total number of shares of restricted stock awarded to each executive was determined by dividing the aggregate target value of the annual long-term incentive award, as displayed in the table below, by the average closing price of the Company’s common stock for the five consecutive trading days ending on the grant date.

  45. Elements of Compensation

    | NEO | 2025 Aggregate Target Long-Term Incentive | Portion Granted as Performance- Based Restricted Stock (50%) | Portion Granted as Time-Based Restricted Stock (50%) | | William H. Lenehan | $3,107,690 | $1,553,845 | $1,553,845 | | Patrick L. Wernig | $608,848 | $304,424 | $304,424 | | James L. Brat | $715,724 | $357,862 | $357,862 |

  46. Elements of Compensation

    Time-Based Restricted Stock. The shares of time-based restricted stock granted to Messrs. Lenehan, Wernig and Brat in 2025 will vest in equal installments on each of the first three anniversaries of the grant date, in each case, subject to the executive’s continuous employment with the Company through the applicable vesting date. If, after the first anniversary of the grant date, the executive’s employment is terminated by the Company for any reason other than “cause” (as defined in the 2015 Plan), death or “disability” (as defined in the applicable award agreement), or the executive resigns for “good reason” (as defined in the applicable award agreement), then the executive will become vested in a pro-rated number of shares, which will be determined based on the number of full months during the 36-month vesting period that the executive was employed by the Company, plus six additional months of service credit. If, within two years after the date of the consummation of a “change in control” (as defined in the 2015 Plan), the executive’s employment is terminated by the Company for any reason other than cause, death or disability, or the executive resigns for good reason, then the executive will become immediately vested in all of the shares. If the executive dies or becomes disabled prior to the vesting of the shares, then the executive will become immediately vested in all of the shares. All dividends payable with respect to the shares will be reinvested in additional shares of restricted stock, in the form of dividend equivalent units, which will be subject to the same vesting, forfeiture and other provisions that apply to the underlying shares of restricted stock. Performance-Based Restricted Stock. The shares of performance-based restricted stock granted to each executive in 2025 (the “Target Shares”) will vest based on the Company’s achievement of a performance measure approved by the Compensation Committee over a three-year performance period commencing on January 1, 2025 and ending on the earlier of December 31, 2027 and the date on which a “change in control” (as defined in the 2015 Plan) is consummated (the “Performance Period”). The performance measure is on the Company’s (i) total stockholder return (“TSR”) relative to the TSRs of the companies in a comparison group selected by the Compensation Committee (“RSR”), (ii) absolute TSR and (iii) AFFO per share growth as a percentage over the performance period (“AFFO Share Growth”). The components of the performance-based restricted stock are weighted as follows (i) RSR (40%), (ii) TSR (30%), and (iii) AFFO Share Growth (30%). The inclusion of an RSR metric emphasizes our commitment to shareholders by holding management accountable for delivering returns that outperform comparable investment alternatives. This metric provides an external market-based measure of whether management’s actions translate into competitive shareholder returns. While our executive pay peer group is made up of comparably-sized REITs in terms of enterprise value and assets in order to provide meaningful and appropriate compensation benchmark information, we have developed a separate performance peer set for comparisons of RSR within our performance share program, as described below. The RSR performance peer set is focused entirely on triple-net-lease REITs, which our Compensation Committee believes enables close comparisons with our market performance. In 2025, the Company introduced an AFFO Share Growth component to measure increases to the on-going earning power per share of the Company to reinforce a shareholder-first mindset by aligning the award with sustainable growth in cash flow, ultimately driving long-term shareholder value. Each executive is eligible to become vested in between 0% and 200% of his Target Shares based on the achievement of the RSR, TSR, and AFFO Share Growth performance measures, with each measure accounting for between 0% and 200% of the portion of the Target Shares that are eligible to vest according to that specific performance measure. After the Company’s TSR, RSR percentile, and AFFO Share Growth over the performance period is determined, the number of shares of restricted stock that vest will be determined by multiplying the executive’s Target Shares (that vest according to that specific measure) by the applicable percentage listed in the tables below.

  47. Elements of Compensation

    | Company RSR Relative to Comparison Group RSRs over Performance Period(1) | Percentage of Corresponding Target Shares that Vest due to RSR(2) | | Maximum (75th Percentile) | 200% | | Target (50th Percentile) | 100% | | Threshold (25th Percentile) | 50% | | Below Threshold (<25th Percentile) | 0% |

  48. Elements of Compensation

    | Company TSR over Performance Period | Percentage of Corresponding Target Shares that Vest due to TSR(1) | | Maximum (36.76% TSR) | 200% | | Target (22.50% TSR) | 100% | | At Threshold (9.3% TSR) | 50% | | Below Threshold (<9.3% TSR) | 0% |

  49. Elements of Compensation

    | Company AFFO Share Growth over the Performance Period | Percentage of Corresponding Target Shares that Vest due to AFFO Share Growth(1) | | Maximum (12.5% AFFO Share Growth) | 200% | | Target (9.3% AFFO Share Growth) | 100% | | At Threshold (6.1% AFFO Share Growth) | 50% | | Below Threshold (<6.1% AFFO Share Growth) | 0% |

  50. Other Compensation Practices and Policies

    Other Compensation Practices and Policies Clawback Policy with Respect to Stock Awards. Certain time-based restricted stock and performance-based restricted stock award agreements and our executive employment agreements in effect for 2025 provide that if (i) the Company is required to restate its financial statements due to fraud and (ii) the Compensation Committee determines that any of our NEOs has knowingly participated in such fraud, then the Compensation Committee may, at any time within two years following such restatement, require the executive to (a) return to the Company any shares that vested under the applicable award agreement and any distributions received by the executive with respect to such shares and (b) pay to the Company the amount of any proceeds received by the executive from the disposition of any such shares, in each case during the period commencing two years before the beginning of the restated financial period and ending on the date of such Compensation Committee determination. The award agreements also provide that the shares issued to the executive thereunder, any distributions received by the executive with respect to such shares, and any proceeds received by the executive from the disposition of any such vested shares will be subject to mandatory repayment by the executive to the Company to the extent the executive is, or in the future becomes, subject to (A) any “clawback” or recoupment policy that is adopted by the Company or (B) any applicable laws which impose mandatory recoupment. Compensation Recovery Policy. We maintain a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, as required by new SEC rules and NYSE Listing Standards implemented pursuant to the Dodd-Frank Act, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation). Restrictive Covenants. The time-based restricted stock and performance-based restricted stock award agreements each contain certain restrictive covenant provisions, including restrictive covenants relating to the non-disclosure of confidential information and trade secrets, non-competition, non-solicitation of vendors, suppliers and licensees and non-recruitment of employees. The non-competition, non-solicitation and non-recruitment covenants apply during the executive’s employment with the Company and run for twenty-four months following the executive’s termination of employment for any reason, provided that, if the executive is a resident of California and subject to its laws, then the non-competition covenant will not apply and the non-solicitation and non-recruitment covenants will be limited to apply only where the executive uses or discloses confidential information or trade secrets when engaging in the restricted activities. Each of our NEOs is a resident of California. Severance and Change in Control Benefits In addition to the treatment of outstanding equity awards on a qualifying termination and/or change in control described above, we have employment agreements with our NEOs, pursuant to which the executives may receive certain severance payments and benefits in connection with certain terminations of employment. The material terms of these agreements are described below in the section entitled “Executive Compensation – Narrative Description to Summary Compensation Table and Grants of Plan-Based Awards Table.” Other Employee Benefits and Perquisites We provide broad-based health and welfare benefits to all of our corporate employees, including our NEOs, that are intended to attract and retain employees while providing them with health and welfare security. Our NEOs are eligible to receive the same benefits, (including life and health benefits and vacation, holiday and sick time) that are available to all other corporate employees. Our corporate employees are also eligible to participate in our 401(k) plan. Any employee, including our NEOs, who satisfies certain eligibility requirements may defer a portion of their compensation, within prescribed tax code limits, through contributions to our 401(k) plan. For 2025, we matched up to 4% of each employee’s salary, subject to applicable statutory compensation limitations. We do not provide executive perquisites to our NEOs. Stock Ownership Policy We believe that equity ownership by our NEOs further aligns their interests with our stockholders’ interests. To that end, we maintain a stock ownership policy that applies to all of our NEOs. Pursuant to such stock ownership policy, (i) the CEO is required to own shares of our common stock or common stock equivalents that have a market value equal to at least six times the CEO’s annual base salary and (ii) each other NEO is required to own shares of our common stock or common stock equivalents that have a market value equal to at least three times the executive’s annual base salary. Each executive is required to retain 50% of net shares (after payment of applicable taxes) received by the executive from any equity award until the applicable stock ownership requirement is achieved. As of December 31, 2025, all of our NEOs were in compliance with our stock ownership policy. Prohibition on Short Sales, Hedging, Pledging and Margin Accounts Our Insider Trading Policy prohibits our officers, directors and all other employees from (i) engaging in short sales, (ii) buying or selling put or call positions or other derivative securities based on our securities, (iii) buying financial instruments designed to hedge or offset any decrease in the market value of our securities and (iv) purchasing our securities on margin or pledging our securities as collateral. In addition, all of our officers and directors are prohibited from holding our securities in margin accounts or otherwise pledging our securities as collateral. Tax Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), generally prohibits publicly held corporations from taking a tax deduction for annual compensation in excess of $1 million paid to any of the corporation’s “covered employees,” which include its chief executive officer, chief financial officer and three other most highly compensated executive officers. We believe that we qualify as a REIT under the Internal Revenue Code and generally are not subject to federal income taxes, provided we distribute to our stockholders at least 90% of our taxable income each year. As a result of the Company’s tax status as a REIT, the loss of a deduction under Section 162(m) of the Internal Revenue Code may not affect the amount of federal income tax payable by the Company. However, if any portion of an executive’s compensation is subject to limitation under Section 162(m) of the Internal Revenue Code, the loss of this deduction will increase the Company’s Earnings & Profits for 2025 and, accordingly, increase the amount of distributions paid in 2024 that would be characterized as dividends. In approving the amount and form of compensation for our NEOs in the future, the Compensation Committee may consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 162(m) of the Internal Revenue Code; however, we may not be able to take a deduction for any compensation in excess of $1 million that is paid to a covered employee.

  51. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with respect to the compensation paid to our NEOs during the fiscal years ended December 31, 2025, 2024 and 2023.

  52. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | William H. Lenehan, President and Chief Executive Officer | 2025 | 724,605(4) | 905,756 | 3,705,794 | 365,332 | 5,701,486 | | | 2024 | 690,100(4) | 862,625 | 2,942,778 | 121,210 | 4,616,714 | | | 2023 | 670,000 | 837,500 | 3,580,283 | 254,283 | 5,342,066 | | Patrick L. Wernig, Chief Financial Officer and Treasurer | 2025 | 454,842 | 318,390 | 788,528 | 55,083 | 1,616,843 | | | 2024 | 401,086(5) | 294,000 | 827,563 | 25,556 | 1,548,205 | | James L. Brat, Chief Operations Officer, Chief Legal Officer and Secretary(6) | 2025 | 487,535 | 316,897 | 899,782 | 190,092 | 1,894,305 | | | 2024 | 448,050 | 291,233 | 614,498 | 33,475 | 1,387,256 | | | 2023 | 435,000 | 282,750 | 1,177,581 | 57,461 | 1,952,764 |

  53. Summary Compensation Table

    | (1) Amounts reported in fiscal 2025 reflect discretionary cash annual bonuses paid to our NEOs under our 2025 annual incentive compensation program for such year. For Mr. Lenehan, amounts reflect 100% of his 2025 target annual bonus opportunity that was earned under our annual incentive compensation program for such year; the Company decided to pay the portion of his annual bonus earned above 100% of his annual base salary in fully vested shares of our common stock (7,462). |

  54. Summary Compensation Table

    For fiscal year 2025, each of Messrs. Lenehan, Wernig and Brat received 125% of his target annual bonus. Pursuant to Mr. Lenehan’s election, any portion of his earned annual bonus that is between his annual base salary and his target bonus was to be paid in the form of fully vested shares of our common stock valued at $181,151 and covering 7,462 shares. In addition, at the election of the Company made in 2025, the portion of Messrs. Lenehan, Wernig and Brat’s annual bonus that was earned above target was paid in the form of fully vested shares of our common stock valued at $226,439 for Mr. Lenehan, $79,598 for Mr. Wernig and $79,224 for Mr. Brat, which shares were issued on January 22, 2026 under our 2015 Plan. The number of such shares issued to Mr. Lenehan (9,326), Mr. Wernig (3,279) and Mr. Brat (3,263) was determined based on the closing price of the Company’s common stock on such date. In accordance with SEC disclosure rules, the value of the bonuses earned by each executive up to target (including the 7,462 shares granted to Mr. Lenehan) is set forth in the table above, and the value of stock awards that represent the bonuses earned above target will be disclosed in the Stock Awards column of our Summary Compensation Table in next year’s proxy statement. Please see the description of the 2025 annual incentive compensation program under “Annual Incentive Compensation” in the CD&A above.

  55. Summary Compensation Table

    | (2) Amounts include the aggregate grant date fair value of the time-based restricted stock and performance-based restricted stock awards granted to Messrs. Lenehan, Wernig and Brat in 2025, each calculated in accordance with FASB ASC Topic 718. The grant date fair value of the time-based restricted stock award granted to each of Messrs. Lenehan, Wernig and Brat ($1,548,223, $303,324 and $356,580, respectively) is equal to the closing price of our common stock on the grant date multiplied by the number of shares of time-based restricted stock granted to each executive (56,340, 11,038, and 12,976). |

  56. Summary Compensation Table

    The grant date fair value of the performance-based restricted stock award granted to each executive in 2025 is as follows: Mr. Lenehan -$1,726,257; Mr. Wernig - $338,204; and Mr. Brat - $397,584. The grant date fair value of each performance-based restricted stock award, solely with respect to the TSR and RSR portions of the award, was estimated on the grant date using a Monte Carlo Simulation Model and assumes 110.0% of the target performance will be achieved for those awards granted to Messrs. Lenehan, Wernig and Brat, as such level of achievement represents the probable outcome of the applicable performance measure as of the grant date. The grant date fair value of each performance-based restricted stock award, solely with respect to the AFFO Share Growth portion of the award, was estimated on the grant date based on the closing price of our common stock on the grant date multiplied by the number of shares granted to each executive and assumes 100% of the target performance will be achieved for those awards granted to Messrs. Lenehan, Wernig and Brat, as such level of achievement represents the probable outcome of the applicable performance measure as of the grant date. If the maximum level of performance is achieved, the grant date fair value the performance awards granted to Messrs. Lenehan, Wernig and Brat would be valued at $3,107,690, $608,848, and $715,724, respectively. More information on the assumptions made when calculating the grant date fair values of the performance-based restricted stock awards is found in Note 11 (Stock-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025.

  57. Summary Compensation Table

    | (3) Amounts consist of (i) Company-paid contributions to our 401(k) plan on behalf of each of our NEOs ($14,000) and (ii) the dividends and/or dividend equivalent units paid on vested equity awards ($351,332 (for Mr. Lenehan), $41,083 (for Mr. Wernig) and $176,092 (for Mr. Brat)). |

  58. Summary Compensation Table

    | (4) At Mr. Lenehan’s election, in lieu of receiving his increase in annual base salary in cash for 2025, the Company granted Mr. Lenehan a one-time RSU award on January 22, 2025 with a grant-date fair value of $135,555. The RSU award vested in full on January 22, 2026. |

  59. Summary Compensation Table

    | (5) Mr. Wernig was appointed as our Chief Financial Officer and Treasurer in May 2024. His salary paid for 2024 reflects the change in his salary in connection with the appointment. |

  60. Summary Compensation Table

    | (6) Mr. Brat served as the Company’s General Counsel in 2023, 2024 and 2025. |

  61. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The table below sets forth information with respect to grants of plan-based awards to our NEOs during the fiscal year ended December 31, 2025.

  62. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | William H. Lenehan | 2/25/2025 | 28,170 | 56,340 | 112,679 | — | $1,726,258 | | | 1/22/2025 | — | — | — | 56,340 | $1,548,223 | | | 1/22/2025 | — | — | — | 4,915 | $135,064 | | | 1/22/2025 | — | — | — | 21,974 | $603,838 | | Patrick L. Wernig | 2/25/2025 | 5,519 | 11,038 | 22,076 | — | $338,204 | | | 1/22/2025 | — | — | — | 11,038 | $303,324 | | | 1/22/2025 | — | — | — | 5,349 | $147,000 | | James L. Brat | 2/25/2025 | 6,488 | 12,976 | 25,951 | — | $397,585 | | | 1/22/2025 | — | — | — | 12,976 | $356,580 | | | 1/22/2025 | — | — | — | 5,299 | $145,617 |

  63. Grants of Plan-Based Awards Table

    | (1) These amounts represent the potential range of payouts of performance-based restricted stock awards granted under our 2015 Plan, which vest based on the achievement of a performance measure over a three-year performance period commencing on January 1, 2025 and ending on December 31, 2027. |

  64. Grants of Plan-Based Awards Table

    | (2) For Mr. Lenehan, these amounts represent (i) 56,340 restricted shares in the form of a time-based restricted stock award granted under the 2015 Plan, which vests in equal installments on each of the first three anniversaries of the grant date and (ii) 4,915 RSUs in the form of a time-based restricted stock unit award granted under the 2015 Plan in lieu of a portion of Mr. Lenehan’s base salary, which vested entirely on January 22, 2026, the first anniversary of the grant date, with both awards subject to Mr. Lenehan’s continuous employment with the Company through the applicable vesting date, and (iii) 21,974 shares of immediately vested stock for the portion of his 2024 annual bonus paid in stock. |

  65. Grants of Plan-Based Awards Table

    For Mr. Wernig, these amounts represent (i)11,038 restricted shares in the form of a time-based restricted stock award granted under the 2015 Plan, which vests in equal installments on each of the first three anniversaries of the grant date, subject to Mr. Wernig’s continuous employment with the Company through the applicable vesting date, and (ii) 5,349 shares of immediately vested stock for the portion of his 2024 annual bonus paid in stock. For Mr. Brat, these amounts represent (i) 12,976 restricted shares in the form of a time-based restricted stock award granted under the 2015 Plan, which vests in equal installments on each of the first three anniversaries of the grant date, subject to Mr. Brat’s continuous employment with the Company through the applicable vesting date, and (ii) 5,299 shares of immediately vested stock for the portion of his 2024 annual bonus paid in stock.

  66. Grants of Plan-Based Awards Table

    | (3) The grant date fair values of the restricted stock awards were computed in accordance with FASB ASC Topic 718. The grant date fair value of each performance-based restricted stock award, solely with respect to the AFFO Share Growth portion of the award, was estimated on the grant date based on the closing price of our common stock on the grant date multiplied by the number of shares granted to each executive and assumes 100% of the target performance will be achieved for those awards granted to Messrs. Lenehan, Wernig and Brat, as such level of achievement represents the target outcome of the applicable performance measure as of the grant date. More information on the assumptions made when calculating the grant date fair values of the performance-based restricted stock awards is found in Note 11 (Stock-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025. |

  67. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Employment Agreements In 2025, we were party to employment agreements with each of our NEOs (the “Employment Agreements”). The initial term of each of the Employment Agreements with Messrs. Lenehan, Wernig and Brat ended on March 7, 2025, and each provides for automatic renewals for additional one-year periods unless either party gives written notice of nonrenewal. Under the Employment Agreements, Messrs. Lenehan, Wernig and Brat are paid an annual base salary, subject to annual review and discretionary upward adjustment, and are eligible to earn a target annual bonus equal to 125%, 70% and 65% of base salary, respectively, and receive an annual equity-based compensation award with the target aggregate value not less than $2,959,706, $520,000 and $618,000, respectively, as well as participate in all employee benefit and insurance plans sponsored or maintained for our senior executives. Under these Employment Agreements, if any executive’s employment is involuntarily terminated by the Company without “cause” (including a termination due to the Company’s nonrenewal of the term of the agreement) or voluntarily terminated by the executive for “good reason” (each, as defined in the applicable Employment Agreement), then subject to the executive’s compliance with the restrictive covenants set forth in the agreement and his execution and nonrevocation of a release of claims substantially in the form attached to the agreement, the executive will be eligible to receive a severance payment of (A) a lump-sum amount equal to 1.5 times, for Mr. Lenehan, or one times, for Messrs. Wernig and Brat, the sum of (i) the executive’s base salary in effect as of the date of termination and (ii) the executive’s target annual bonus amount in effect as of the date of termination, and (B) the annual bonus earned by the executive for the fiscal year of termination, based on actual full-year performance, pro-rated to reflect the executive’s time of service for such fiscal year through the date of termination, payable in a lump-sum at the time the Company pays bonuses to its senior executives. In addition, the Company will reimburse the NEO on a monthly basis for up to 18 months of health care benefits coverage at the same level provided to the executive at the time of his termination. All outstanding Company equity awards held by Messrs. Lenehan, Wernig and Brat on the date of termination will be governed by the terms of the applicable award agreements. These Employment Agreements further provide that if the executive’s employment is involuntarily terminated by the Company without “cause” (including a termination due to the Company’s nonrenewal of the term of the agreement) or voluntarily terminated by the executive for “good reason,” in each case immediately prior to, on, or within 24 months following a change in control of the Company, then subject to the same conditions, the executive will be eligible to receive a severance payment of (A) a lump-sum amount equal to 2.5 times, for Mr. Lenehan, or 1.5 times, for Messrs. Wernig and Brat, the sum of (i) the executive’s base salary in effect as of the date of termination and (ii) the executive’s target annual bonus amount in effect as of the date of termination, and (B) the annual bonus earned by the executive for the fiscal year of termination, based on actual full-year performance, pro-rated to reflect the executive’s time of service for such fiscal year through the date of termination, payable in a lump-sum at the time the Company pays bonuses to its senior executives. In addition, the Company will reimburse the executive on a monthly basis for up to 18 months of health care benefits coverage at the same level provided to the executive at the time of his termination. All outstanding Company equity awards held by Messrs. Lenehan, Wernig and Brat on the date of termination will be governed by the terms of the applicable award agreements. The Employment Agreements further provide that if the executive’s employment is terminated due to his death or “disability” (as defined in the applicable Employment Agreement), then the Company will reimburse the executive (or his eligible dependents in the event of his death) on a monthly basis for up to 18 months of health care benefits coverage at the same level provided to the executive at the time of his termination. The Employment Agreements provide that, to the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section 4999 of the Internal Revenue Code, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result in a greater net after-tax benefit to the NEO than receiving the full amount of such payments. The Employment Agreements also require the executives to comply with several restrictive covenants, including confidentiality and non-disparagement covenants which apply during and after the term of the executive’s employment with the Company and an employee non-solicitation covenant which applies during the course of the executive’s employment with the Company and for a 12-month period thereafter.

  68. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth the outstanding equity awards for each NEO as of December 31, 2025.

  69. Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards | | | | | | Name | Date of Grant | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | William H. Lenehan | 1/22/2025 | 56,340(3) | 1,299,200 | 56,340 | 1,299,200 | | | 1/19/2024 | 40,367(3) | 930,863 | 60,551 | 1,396,306 | | Patrick L. Wernig | 1/22/2025 | 11,038 (3) | 254,536 | 11,038 | 254,536 | | | 1/19/2024 | 3,814(3) | 87,951 | 5,721 | 131,926 | | | 5/3/2024 | 3,363(3) | 77,551 | 5,045 | 116,338 | | | 5/3/2024 | 12,611(4) | 290,810 | — | — | | James L. Brat | 1/22/2025 | 12,976(3) | 299,227 | 12,976 | 299,227 | | | 1/19/2024 | 8,429(3) | 194,373 | 12,644 | 291,571 |

  70. Outstanding Equity Awards at Fiscal Year End

    | (1) Amounts reported are based on the closing market price of our common stock ($23.06) on December 31, 2025. |

  71. Outstanding Equity Awards at Fiscal Year End

    | (2) These awards consist of shares of performance-based restricted stock under our 2015 Plan, which vest based on the achievement of a performance measure over a three-year performance period commencing on January 1, 2025 and ending on December, 31, 2027 (with respect to the awards granted in 2025) and January 1, 2024 and ending on December 31, 2026 (with respect to the awards granted in 2024). The number in the table reflects the number of shares of restricted stock that the executive will earn based on achieving the maximum level of performance for the awards granted in 2024 and 2025. The level of achievement assumed for each award is the next higher performance level (i.e., target or maximum) that exceeds the actual performance level achieved in respect of each award calculated as of December 31, 2025, in accordance with SEC rules. The number of shares of restricted stock, if any, that will be earned by the executive will depend on the actual performance level achieved by the Company for the applicable three-year performance period. The number in the table does not include a number of shares of restricted stock subject to performance for the awards granted in 2023, as the performance level achieved was below threshold. |

  72. Outstanding Equity Awards at Fiscal Year End

    | (3) These awards consist of shares of time-based restricted stock under our 2015 Plan, which vest in equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continued employment with the Company through the applicable vesting date. |

  73. Outstanding Equity Awards at Fiscal Year End

    | (4) This award consists of time-based restricted stock under our 2015 Plan, which vests entirely on the third anniversary of the grant date, subject to Mr. Wernig’s continuous employment with the Company through the applicable vesting date. |

  74. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information with respect to the stock vested for each NEO during the fiscal year ended December 31, 2025. We do not have any outstanding options.

  75. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1)(2) | Value Realized on Vesting ($)(3) | | William H. Lenehan | 131,965 | $3,626,398 | | Patrick L. Wernig | 18,982 | $521,625 | | James L. Brat | 43,795 | $1,203,487 |

  76. Option Exercises and Stock Vested

    | (1) Reflects shares of time-based and performance-based restricted stock that vested in 2025. |

  77. Option Exercises and Stock Vested

    | (2) The number of shares acquired on vesting includes shares withheld to pay federal and state income taxes. |

  78. Option Exercises and Stock Vested

    | (3) Reflects the value realized on vesting as calculated by multiplying the closing market price of our common stock on the applicable vesting date by the number of shares that vested on such date. |

  79. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table sets forth quantitative information with respect to potential payments and benefits to our NEOs in connection with certain qualifying terminations of employment under their respective Employment Agreements, assuming that the qualifying termination of employment occurred on December 31, 2025. A description of these payments and benefits appears above in the sections entitled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” and “Elements of Compensation.” The amounts reported in the “Stock Awards” column below are based on the closing price of our common stock ($23.06) on December 31, 2025. Amounts reported below assume that no “best-pay cap” reduction would apply.

  80. Potential Payments Upon Termination or Change in Control

    | Name | Cash Severance Payments ($)(1) | Stock Awards ($)(2) | Health Care Benefits ($)(3) | Total ($) | | William H. Lenehan | | | | | | Termination Without Cause, for Good Reason or due to Company Non-Renewal | 3,577,837 | 4,767,148 | 34,471 | 8,379,456 | | Termination Without Cause, for Good Reason or due to Company Non-Renewal After a Change in Control | 5,208,198 | 5,673,014 | 34,471 | 10,915,683 | | Termination following Death or Disability | — | 6,817,412 | 34,471 | 6,851,884 | | Patrick L. Wernig | | | | | | Termination Without Cause, for Good Reason or due to Company Non-Renewal | 1,171,220 | 1,869,897 | 57,153 | 3,098,270 | | Termination Without Cause, for Good Reason or due to Company Non-Renewal After a Change in Control | 1,557,836 | 2,084,947 | 57,153 | 3,699,936 | | Termination following Death or Disability | — | 2,441,224 | 57,153 | 2,498,377 | | James L. Brat | | | | | | Termination Without Cause, for Good Reason or due to Company Non-Renewal | 1,200,553 | 1,377,116 | 34,471 | 2,612,141 | | Termination Without Cause, for Good Reason or due to Company Non-Renewal After a Change in Control | 1,602,769 | 1,568,495 | 34,471 | 3,205,736 | | Termination following Death or Disability | — | 1,835,368 | 34,471 | 1,869,840 |

  81. Potential Payments Upon Termination or Change in Control

    | (1) Represents (A) a multiple of the sum of (i) the executive’s base salary in effect as of the date of termination and (ii) the executive’s target annual bonus amount in effect as of the date of termination, and (B) the annual bonus earned by the executive for the fiscal year of termination, based on actual full-year performance, pro-rated to reflect the executive’s time of service for such fiscal year through the date of termination. The applicable multiple varies by executive and the applicable termination scenario. For additional details, see the section entitled “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.” |

  82. Potential Payments Upon Termination or Change in Control

    | (2) Our time-based restricted stock and performance-based restricted stock award agreements provide that if an executive’s employment is terminated by the Company for any reason other than cause, death or disability, or the executive resigns for good reason, in each case within two years after a change in control, then the executive will become immediately vested in all of his time-based restricted stock shares and performance-based Target Shares, as applicable. The performance-based Additional Shares will vest based on actual performance through the date of the change of control. |

  83. Potential Payments Upon Termination or Change in Control

    Our time-based and performance-based restricted stock award agreements provide that if, after the first anniversary of the grant date, an executive’s employment is terminated by the Company for any reason other than cause, death or disability, or the executive resigns for good reason, then the executive will become vested in a pro-rated number of shares, which will be determined based on the number of full months during the 36-month vesting period or performance period, as applicable, that the executive was employed by the Company (plus six additional months of service credit in the case of time-based restricted stock awards). With respect to performance-based restricted stock awards, the number of shares that will vest (subject to pro-ration as described in the preceding sentence), if any, will be determined following the end of the performance period based on actual performance. The award agreements also provide that if the executive dies or becomes disabled prior to the vesting of the units or shares, as applicable, then he will become immediately vested in all of his units or shares, as applicable (with respect to the performance-based restricted stock award, 100% of the Target Shares will vest).

  84. Potential Payments Upon Termination or Change in Control

    | (3) Represents reimbursement of health care benefits coverage for 18 months. |

  85. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Lenehan, our President and Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We selected the median employee based on the aggregate number of full-time and part-time workers employed by the Company and its consolidated subsidiaries as of December 31, 2025 (i.e., 449). As of such date, 90% of our employees work at one of the Company’s consolidated subsidiaries that operates seven LongHorn Steakhouse restaurants located in the San Antonio, Texas area (the “Kerrow Restaurant Operating Business”). To identify the “median employee” from our employee population, we compared the amount of salary, wages and tips of our employees as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2025 (excluding our CEO). We did not apply any cost-of-living adjustments as part of the calculation. The foregoing compensation measure was applied consistently to all our employees included in the calculation. Based on these calculations, our median employee is one of our Kerrow Restaurant Operating Business employees. This employee is a part-time server and is paid on an hourly basis. The 2025 annual total compensation for our median employee (excluding our CEO), as determined based on SEC rules, was $21,511.19. The 2025 annual total compensation for our CEO, as determined based on SEC rules, was $5,701,486. The ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2025 is 265 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  86. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025, and our financial performance for each such fiscal year as required by Item 402(v) of Regulation S-K. For more information on the Company’s pay philosophy and pay for performance, please see the Compensation Discussion & Analysis on p. 25.

  87. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for PEO(1)(2)(3) | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non- PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income in thousands | AFFO Share Growth(6) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | | | 2025 | $5,701,486 | $2,036,560 | $1,755,574 | $1,258,826 | $101.99 | $127.34 | $112,488 | 2.9% | | 2024 | $4,616,714 | $5,658,067 | $1,481,834 | $1,358,102 | $114.11 | $93.38 | $100,595 | 3.6% | | 2023 | $5,342,066 | $4,031,813 | $1,889,298 | $1,557,658 | $98.26 | $122.84 | $95,462 | 1.8% | | 2022 | $3,629,462 | $2,571,203 | $1,298,087 | $1,018,139 | $110.91 | $99.82 | $97,908 | 5.1% | | 2021 | $2,779,420 | $1,916,694 | $1,020,880 | $803,582 | $113.81 | $132.23 | $85,745 | 8.3% |

  88. PAY VERSUS PERFORMANCE TABLE

    | (1) Amounts represent summary compensation total paid to our PEO. |

  89. PAY VERSUS PERFORMANCE TABLE

    | (2) Amounts outlined in this table represent “compensation actually paid” to our PEO and the average “compensation actually paid” to our non-PEO NEOs for the relevant SEC rules, which includes the following individuals for each fiscal year: |

  90. PAY VERSUS PERFORMANCE TABLE

    | Year | PEO | Non-PEO NEOs | | 2025 | William H. Lenehan | James L. Brat and Patrick Wernig | | 2024 | William H. Lenehan | Gerald R. Morgan, James L. Brat and Patrick Wernig | | 2023 | William H. Lenehan | Gerald R. Morgan and James L. Brat | | 2022 | William H. Lenehan | Gerald R. Morgan and James L. Brat | | 2021 | William H. Lenehan | Gerald R. Morgan and James L. Brat |

  91. PAY VERSUS PERFORMANCE TABLE

    | (3) The following table set forth on the next page outlines information concerning the calculation of the adjustment between the Summary Compensation and Compensation Actually Paid for each of the applicable fiscal years. |

  92. PAY VERSUS PERFORMANCE TABLE

    | (4) Absolute TSR for fiscal years 2025, 2024, 2023, 2022, and 2021 reflected as a percentage, is equal to 2%, 14.1%, -1.7%, 10.9% and 13.8%, respectively. Absolute TSR is one of the metrics we use in our long-term annual compensation program, as described in our Compensation Discussion & Analysis on p.25. |

  93. PAY VERSUS PERFORMANCE TABLE

    | (5) For the relevant fiscal year, the peer group represents the cumulative TSR of the MSCI U.S. REIT Index. |

  94. PAY VERSUS PERFORMANCE TABLE

    | (6) AFFO Share Growth is the Company’s Selected Measure for purposes of the SEC rules. Percentages shown in the table reflect the percentage growth in AFFO Share Growth in each applicable year. AFFO Share Growth may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. For more information on AFFO Share Growth, please see our Compensation Discussion & Analysis on p. 25. |

  95. PAY VERSUS PERFORMANCE TABLE

    | 2025 | | | | | PEO | Average non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for Applicable FY | $(3,705,794) | $(844,155) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 2,016,093 | 429,663 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 603,846 | 251,786 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (2,610,715) | (337,413) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 31,644 | 3,371 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | — | — | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — | | Total Adjustment | $(3,664,926) | $(496,748) |

  96. Pay Versus Performance Tabular List for fiscal year ended December 31, 2025

    Pay Versus Performance Tabular List for fiscal year ended December 31, 2025 We believe the following performance measures represent the most important financial performance measures used by us in 2025 to link compensation actually paid to our PEO and NEOs for fiscal year ended December 31, 2025:

  97. Pay Versus Performance Tabular List for fiscal year ended December 31, 2025

    | • | Absolute Total Rate of Return to Stockholders; and |

  98. Pay Versus Performance Tabular List for fiscal year ended December 31, 2025

    | • | AFFO Share Growth. |

  99. Pay Versus Performance Tabular List for fiscal year ended December 31, 2025

    For more information on compensation paid to NEOs, please see our Compensation Discussion & Analysis on p.25.