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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)
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| Maryland | | 001-38530 | | 82-4005693 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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5 Vaughn Drive, Suite 202 | | |
Princeton, New Jersey | | 08540 |
| (Address of principal executive offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code: | | (609) 436-0619 |
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| 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:
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| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common stock, $0.01 par value | | EPRT | | New 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.
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| 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 |
| 104 | | Cover 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.
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Date: May 8, 2026 | ESSENTIAL PROPERTIES REALTY TRUST, INC. |
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| By: | /s/ Robert W. Salisbury |
| | Robert W. Salisbury |
| | Executive Vice President, Chief Financial Officer and Secretary |
