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Essential Properties (NYSE: EPRT) outlines multi-year employment deal for CFO

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Form Type
8-K/A

Rhea-AI Filing Summary

Essential Properties Realty Trust, Inc. filed an amended report to detail the employment agreement for its Executive Vice President and Chief Financial Officer, Robert W. Salisbury. His agreement, effective May 7, 2026, runs initially through May 7, 2030 with automatic one-year extensions.

Mr. Salisbury will receive a base salary of at least $475,000 per year and is eligible for an annual performance bonus targeted at 125% of base salary, based on goals set by the Compensation Committee. He may also participate in the company’s long-term incentive program during the term.

If his employment ends without Cause or for Good Reason, he is entitled to accrued benefits, cash severance equal to two times salary plus average recent bonuses, enhanced to three times salary plus target bonus if within 24 months after a Change in Control, a prorated bonus, up to 18 months of health coverage, and accelerated vesting of outstanding equity awards. The agreement includes 12-month non-competition and non-solicitation covenants and ongoing confidentiality and non-disparagement obligations.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Base salary $475,000 per year Minimum annual base salary under Employment Agreement
Target annual bonus 125% of base salary Minimum target Annual Performance Bonus each fiscal year
Severance multiple (normal) 2x salary plus average bonus Cash severance if terminated without Cause or for Good Reason
Severance multiple (CIC period) 3x salary plus target bonus If termination occurs within 24 months after a Change in Control
Agreement initial term end May 7, 2030 Initial term of Employment Agreement from May 7, 2026
Health coverage continuation Up to 18 months Post-termination health care coverage period in severance
Change in Control period 24 months Window after Change in Control for enhanced severance
Non-compete duration 12 months Post-termination non-competition and non-solicitation covenants
Employment Agreement financial
"The Company is filing this Amendment ... to provide information regarding the terms of an employment agreement (the “Employment Agreement”)"
Annual Performance Bonus financial
"eligible to receive an annual performance bonus (the “Annual Performance Bonus”) with a minimum target annual bonus equal to 125% of Base Salary"
Change in Control financial
"if the date of termination occurs during the 24 months following a Change in Control (as defined in the Employment Agreement) (the “CIC Period”)"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Good Reason financial
"terminated during the term ... (ii) by Mr. Salisbury for “Good Reason” (each, as defined in the Employment Agreement)"
non-competition financial
"includes 12-month restrictive covenants regarding non-competition and non-solicitation following its termination"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
long-term incentive program financial
"eligible to participate in the Company’s annual long-term incentive program (in such form and with such terms as determined by the Compensation Committee)"
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

December 16, 2025
Date of Report (Date of earliest event reported)

Essential Properties Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland
001-38530
82-4005693
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
5 Vaughn Drive, Suite 202
Princeton, New Jersey
08540
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:
(609) 436-0619




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act 17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, $0.01 par valueEPRTNew York Stock Exchange
    

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed on a Current Report on Form 8-K filed by Essential Properties Realty Trust, Inc. (the “Company”) on December 17, 2025 (the “Original Form 8-K”), Robert W. Salisbury was appointed as Executive Vice President and Chief Financial Officer of the Company, effective as of January 1, 2026.

The Company is filing this Amendment to the Original Form 8-K to provide information regarding the terms of an employment agreement (the “Employment Agreement”) it entered into with Mr. Salisbury, effective as of May 7, 2026.

The Employment Agreement provides for an initial term through May 7, 2030, with automatic one-year extension periods absent prior written notice electing not to extend Mr. Salisbury’s employment by the Company or Mr. Salisbury. During the employment term, Mr. Salisbury will receive a base salary at an annual rate of not less than $475,000 (“Base Salary”). For each fiscal year during the term of the Employment Agreement, Mr. Salisbury will be eligible to receive an annual performance bonus (the “Annual Performance Bonus”) with a minimum target annual bonus equal to 125% of Base Salary. The amount of the Annual Performance Bonus earned for any year will be determined based upon the achievement of annual performance targets as established by the Compensation Committee of the Board of Directors (the “Compensation Committee”). During the term of the Employment Agreement and subject to the approval of the Compensation Committee, Mr. Salisbury will continue to be eligible to participate in the Company’s annual long-term incentive program (in such form and with such terms as determined by the Compensation Committee in its sole discretion) in respect of each fiscal year during the term.

If Mr. Salisbury’s employment is terminated during the term of the Employment Agreement (i) by the Company without “Cause” or (ii) by Mr. Salisbury for “Good Reason” (each, as defined in the Employment Agreement), Mr. Salisbury will be entitled to receive: (a) accrued benefits; (b) an amount equal to two times the sum of (x) his Base Salary plus (y) the average Annual Performance Bonus actually paid to him for the three years prior to the year in which the date of termination occurs; provided, however, that if the date of termination occurs during the 24 months following a Change in Control (as defined in the Employment Agreement) (the “CIC Period”), an amount equal to three times the sum of (x) his Base Salary plus (y) the target Annual Performance Bonus for the year in which the date of termination occurred, payable in equal installments over 24 months (or over 36 months if the termination occurs during the CIC Period); (c) a pro rata Annual Performance Bonus, based on actual performance (or at target if the termination occurs during the CIC Period) and prorated for the portion of the fiscal year Mr. Salisbury was employed prior to the date of termination; (d) up to 18 months of continued health care coverage; and (e) the vesting of any outstanding awards granted under any equity plans, with such awards to be payable within 60 days following the date of termination.

Mr. Salisbury’s Employment Agreement includes 12-month restrictive covenants regarding non-competition and non-solicitation following its termination as well as confidentiality and non-disparagement obligations. The summary of the Employment Agreement set forth in this Item 5.02 is qualified in its entirety by reference to Exhibit 10.1 hereto.

Except as expressly set forth herien, this Amendment to the Original Form 8-K does not modify or update any other disclosures contained in the Original Form 8-K.

Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.Description
10.1
Employment Agreement, effective as of May 7, 2026, by and between Essential Properties Realty Trust, Inc. and Robert W. Salisbury
104Cover Page Interactive Data File (embedded within the Inline XBRL document).












SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 8, 2026
ESSENTIAL PROPERTIES REALTY TRUST, INC.
By:
/s/ Robert W. Salisbury
Robert W. Salisbury
Executive Vice President, Chief Financial Officer and Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What is the purpose of Essential Properties (EPRT) latest 8-K/A filing?

The 8-K/A filing updates investors on the detailed terms of an employment agreement with CFO Robert W. Salisbury. It supplements an earlier disclosure about his appointment by describing compensation, severance protections, incentive eligibility, and restrictive covenants through an agreement effective May 7, 2026.

What base salary and bonus opportunity does EPRT’s CFO receive under the agreement?

Robert W. Salisbury’s agreement provides a minimum annual base salary of $475,000. He is also eligible each year for an annual performance bonus with a target of 125% of base salary, determined by the Compensation Committee based on pre-set performance objectives for that fiscal year.

How long does Robert W. Salisbury’s employment agreement with Essential Properties last?

The employment agreement runs from May 7, 2026 through May 7, 2030 as an initial term. After that, it automatically renews for one-year periods unless either the company or Mr. Salisbury provides advance written notice electing not to extend his employment.

What severance protections does EPRT’s CFO have if terminated without Cause or for Good Reason?

If terminated without Cause or for Good Reason, Mr. Salisbury receives accrued benefits, cash severance equal to two times salary plus average bonus, a prorated bonus, up to 18 months of health coverage, and accelerated vesting of outstanding equity awards, all subject to the agreement’s terms.

How does a Change in Control affect the CFO’s severance benefits at Essential Properties?

If Mr. Salisbury is terminated without Cause or for Good Reason within 24 months after a Change in Control, cash severance increases to three times salary plus target annual bonus. These enhanced amounts are payable over 36 months, reflecting stronger protection during the Change in Control period.

Does the EPRT CFO employment agreement include non-compete or non-solicit restrictions?

Yes. The agreement includes 12-month non-competition and non-solicitation covenants that apply after termination. It also contains confidentiality and non-disparagement obligations, designed to protect Essential Properties Realty Trust’s business interests, proprietary information, and relationships following any separation from employment.

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