EPRT sets forward sale of 12.5M shares

Essential Properties Realty Trust entered into an underwriting and forward sale structure for 12,499,999 shares of common stock, including 1,630,434 shares from the underwriters’ fully exercised option.

Rhea-AI Filing Summary

Essential Properties Realty Trust entered into an underwriting and forward sale structure for 12,499,999 shares of common stock, including 1,630,434 shares from the underwriters’ fully exercised option. The offering closed on February 19, 2026 and was executed on a forward basis through multiple bank counterparties.

Forward sellers have already borrowed and sold the 12,499,999 shares, while the company plans to physically settle the forward sale agreements by delivering the same number of shares by February 17, 2028 in exchange for cash at a forward sale price based on the public offering price, net of underwriting discounts and subject to adjustments.

The company expects to contribute the net cash proceeds from settling the forwards to its operating partnership in exchange for partnership units, and the operating partnership intends to use these funds for general corporate purposes, including potential future investments.

Insights

Capital markets and REIT financing analyst

Essential Properties sets up a sizable forward equity sale to fund future growth.

Essential Properties Realty Trust has arranged a forward sale of 12,499,999 common shares through major underwriters and bank counterparties. The shares have already been borrowed and sold into the market, but the company will only receive cash when it later delivers shares to settle the forwards.

This structure effectively locks in equity financing terms while deferring share issuance and cash receipt until dates the company selects, no later than February 17, 2028. That timing flexibility can help match capital inflows with investment opportunities, though total impact depends on the ultimate settlement path the company chooses.

Management plans to direct net proceeds to the operating partnership for general corporate purposes and potential future investments. Subsequent disclosures in periodic reports and settlement notices will clarify when the company draws this capital and how it is allocated among investment projects and balance sheet needs.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Essential Properties Realty Trust (EPRT) announce in this 8-K?

Essential Properties Realty Trust entered into an underwriting and forward sale arrangement for 12,499,999 common shares. The transaction uses forward sale agreements with several banks and is tied to a completed public offering of those borrowed shares.

How many EPRT shares are involved in the forward sale agreements?

The forward sale agreements cover 12,499,999 shares of Essential Properties common stock. This total includes 1,630,434 shares related to the underwriters’ option to purchase additional shares, an option that the underwriters exercised in full as part of the offering.

When will Essential Properties receive cash from the forward share sale?

Essential Properties expects to receive cash upon physical settlement of the forward sale agreements. The company plans to deliver 12,499,999 shares to forward purchasers on one or more dates it specifies, occurring no later than February 17, 2028, at a forward price based on the offering price.

How does Essential Properties plan to use the net proceeds from the forward sale?

The company intends to contribute the net proceeds from settling the forward sale agreements to Essential Properties, L.P., its operating partnership. The operating partnership plans to use these funds for general corporate purposes, including potential future investments in its real estate portfolio.

What agreements did EPRT sign in connection with this equity offering?

Essential Properties signed an underwriting agreement with several major banks acting as underwriters and forward sellers, plus multiple forward confirmation agreements with their affiliates as forward purchasers. These contracts govern the offering mechanics and the forward sale structure for the company’s common shares.

Under which registration statement was the EPRT forward offering made?

The offering was conducted under Essential Properties’ automatic shelf registration statement on Form S-3, File No. 333-280265. This registration statement was previously filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and was effective for this transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/19/2026 - 04:06 PM EST Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 17, 2026

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 Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common stock, $0.01 par value per share

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 8.01    Other Events.

On February 17, 2026, Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company”), and Essential Properties, L.P., a Delaware limited partnership (the “Operating Partnership”), entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Mizuho Securities USA LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I thereto (in such capacities, the “Underwriters”), forward sellers (in such capacities, the “Forward Sellers”) and affiliates thereof as forward purchasers (in such capacities, the “Forward Purchasers”), relating to the offer and sale of 12,499,999 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), on a forward basis (including 1,630,434 shares of Common Stock relating to the Underwriters’ option to purchase additional shares, which option the Underwriters exercised in full) (the “Offering”). The Offering closed on February 19, 2026.

The Underwriting Agreement contains customary representations, warranties and covenants among the parties. These representations, warranties and covenants are not representations of factual information to investors about the Company, the Operating Partnership or their respective subsidiaries, and the sale of Common Stock pursuant to the Underwriting Agreement is not a representation that there has not been any change in the condition of the Company or the Operating Partnership.

In connection with the Offering, on February 17, 2026 the Company entered into forward sale agreements (the “Initial Forward Sale Agreements”) with each Forward Purchaser. On February 18, 2026, in connection with the exercise in full of the Underwriters’ option to purchase additional shares, the Company entered into additional forward sale agreements (together with the Initial Forward Sale Agreements, the “Forward Sale Agreements”) with each Forward Purchaser.

On February 19, 2026, the Forward Sellers borrowed and sold an aggregate of 12,499,999 shares of Common Stock. The Company intends (subject to the Company’s right to elect cash or net share settlement subject to certain conditions) to deliver, upon physical settlement of the Forward Sale Agreements on one or more dates specified by the Company occurring no later than February 17, 2028, an aggregate of 12,499,999 shares of Common Stock to the Forward Purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price less the underwriting discounts and commissions and subject to certain adjustments as provided in the Forward Sale Agreements. The Company intends to contribute the net proceeds from the settlement of the Forward Sale Agreements to the Operating Partnership in exchange for units of limited partnership interest in the Operating Partnership, and the Operating Partnership intends to use such net proceeds for general corporate purposes, including potential future investments.

The Offering was made pursuant to the Company’s effective automatic shelf registration statement on Form S-3 (File No. 333-280265) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on June 17, 2024.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference, and copies of the Forward Sale Agreements are attached hereto as Exhibits 1.2, 1.3, 1.4, 1.5, 1.6, 1.7, 1.8 and 1.9 and are incorporated herein by reference. The summaries of the Underwriting Agreement and the Forward Sale Agreements set forth herein are qualified in their entirety by reference to these exhibits.

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
1.1						Underwriting Agreement, dated as of February 17, 2026, among the Company and the Operating Partnership, on the one hand, and BofA Securities, Inc., Mizuho Securities USA LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as Underwriters and Forward Sellers, and affiliates thereof as Forward Purchasers, on the other hand
1.2						Forward Confirmation, dated February 17, 2026, between the Company and BofA Securities, Inc. (or its affiliate)
1.3						Forward Confirmation, dated February 17, 2026, between the Company and Mizuho Securities USA LLC (or its affiliate)
1.4						Forward Confirmation, dated February 17, 2026, between the Company and Truist Securities, Inc. (or its affiliate)
1.5						Forward Confirmation, dated February 17, 2026, between the Company and Wells Fargo Securities, LLC (or its affiliate)
1.6						Forward Confirmation, dated February 18, 2026, between the Company and BofA Securities, Inc. (or its affiliate)
1.7						Forward Confirmation, dated February 18, 2026, between the Company and Mizuho Securities USA LLC (or its affiliate)
1.8						Forward Confirmation, dated February 18, 2026, between the Company and Truist Securities, Inc. (or its affiliate)
1.9						Forward Confirmation, dated February 18, 2026, between the Company and Wells Fargo Securities, LLC (or its affiliate)
5.1						Opinion of Venable LLP as to the legality of the Common Stock
23.1						Consent of Venable LLP (included in Exhibit 5.1)
104						Cover Page Interactive File (the cover page tags are 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.

			ESSENTIAL PROPERTIES REALTY TRUST, INC.
Date: February 19, 2026			By:			/s/ Robert W. Salisbury
						Robert W. Salisbury
						Executive Vice President, Chief Financial Officer and Secretary

Filing Exhibits & Attachments

13 documents

Other Documents

• EX-1.1 EX-1.1 284.2 KB
• EX-1.2 EX-1.2 208.2 KB
• EX-1.3 EX-1.3 222.2 KB
• EX-1.4 EX-1.4 202.7 KB
• EX-1.5 EX-1.5 210.2 KB
• EX-1.6 EX-1.6 210.9 KB
• EX-1.7 EX-1.7 221.4 KB
• EX-1.8 EX-1.8 205.3 KB
• EX-1.9 EX-1.9 213.6 KB
• EX-5.1 EX-5.1 24.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB