NOTE 11 – STOCK-BASED COMPENSATION

On June 10, 2022, the Board of Directors of FCPT adopted, and FCPT’s stockholders approved, the Amended and Restated Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan (as amended, the “Amended Plan”) to, among other things, increase the maximum number of shares of our common stock reserved for issuance under the 2015 Plan by 1,500,000 shares to 3,600,000 shares.

At December 31, 2025, 1,057,090 shares of common stock were available for award under the Plan. The unamortized compensation cost of awards issued under the Incentive Plan totaled $8.4 million at December 31, 2025 as shown in the following table.

At December 31, 2025, the weighted average amortization period remaining for all of our equity awards was 1.9 years.

Restricted Stock Units

RSUs are granted at a value equal to the five-day average closing market price of our common stock on the date of grant and are settled in stock at the end of their vesting periods, which range between one and five years, at the then market price of our common stock.

Expenses related to RSUs were $1.9 million, $1.5 million, and $1.9 million for the years ended December 31, 2025, 2024, and 2023, respectively. Remaining unrecognized compensation cost related to RSU will be recognized over a weighted average period of less than five years. Restrictions on shares of restricted stock outstanding lapse through 2030. The Company expects all RSUs to vest.

Restricted Stock Awards

Expenses related to RSAs were $4.0 million, $3.1 million, and $2.9 million for the years ended December 31, 2025, 2024, and 2023, respectively. The remaining unrecognized compensation cost will be recognized over a weighted average period of less than three years. Restrictions on shares of RSAs outstanding lapse through 2028. The Company expects all RSAs to vest.

Performance-Based Restricted Stock Awards

During the years ended December 31, 2025, 2024, and 2023, there were 92,662, 95,682, and 87,700 PSUs as well as dividend equivalent rights granted under the Plan, respectively. The performance period of these grants runs from Janaury 1, 2025 through December 31, 2027, January 1, 2024 through December 31, 2026, and January 1, 2023 through December 31, 2025, respectively.

Pursuant to the performance share award agreement, each participant is eligible to vest in and receive shares of the Company's common stock based on the initial target number of shares granted multiplied by a percentage range between 0% and 200%. The percentage range is based on the attainment of a combination of relative shareholder return, total shareholder return of the Company compared to certain specified peer groups of companies, and, solely with respect to unvested grants that run January 1, 2025 to December 31, 2027, adjusted funds from operations per share growth during the performance period. The fair value of the relative shareholder return and total shareholder return components of the performance shares was estimated on the date of grant using a Monte Carlo Simulation model.

During the years ended December 31, 2025, 2024, and 2023, PSUs were granted at a weighted average fair value of $30.64, $32.48, and $37.50 per unit, respectively. During the year ended December 31, 2025, no PSUs were forfeited. During the year ended December 31, 2025, 64,066 PSUs vested at 108.4%, resulting in the distribution of 69,451 shares. The Company expects all PSUs to vest.

The grant date fair values of the relative shareholder return and total shareholder return components of the PSUs were determined through Monte-Carlo simulations using the following assumptions: our common stock closing price at the grant date, the average closing price of our common stock price for the 20 trading days prior to the grant date and a range of performance-based vesting based on estimated total stockholder return over a three year performance period. For the 2025 PSU grant, the Company used an implied volatility assumption of 21.0% (based on historical volatility), risk free rate of 4.0%, and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs). The grant date fair value of the adjusted funds from operations per share growth component of the PSU award was determined using the five-day average closing market price of our common stock. The total expense of this component of the award will change based on the estimated future performance payout. For the 2024 PSU grant, the Company used an implied volatility assumption of 21.9% (based on historical volatility), risk free rate of 4.09%, and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs). For the 2023 PSU grant, the Company used an implied volatility assumption of 51.2% (based on historical volatility), normalized risk free rate of 3.76%, and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three years performance period as is consistent with the terms of the PSUs).

Expenses related to PSUs were $3.0 million, $2.4 million, and $1.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.