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  4. [8-K] ESSENTIAL PROPERTIES REALTY TRUST, INC. Reports Material Event

Essential Properties Realty Trust (NYSE: EPRT) sets $750M at-the-market stock program

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Essential Properties Realty Trust, Inc. entered into an ATM Equity Offering Sales Agreement allowing offers and sales of up to $750.0 million of common stock through a syndicate of agents and related forward purchasers.

The company may sell shares directly or via forward sale agreements, with agents earning up to 2.0% of gross sales as commission. A prior ATM program was terminated with $279.9 million of unsold capacity remaining. Net cash proceeds that the company ultimately receives from primary or forward settlements are expected to be contributed to its operating partnership and used for general corporate purposes, including debt repayment, working capital, capital expenditures and potential investments.

Positive

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Negative

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Filing Explained

Potential $750 million equity issuance could dilute existing holders, but no sale or proceeds are reported yet.

On July 24, 2026, Essential Properties Realty Trust and its operating partnership entered an ATM agreement for up to $750.0 million of common-stock sales.

The filing reports no completed issuance, sale, or proceeds receipt; the amount is capacity under the existing shelf registration, not current funding.

If shares are issued, the total share count would increase and existing holders’ percentage ownership would decrease absent offsetting changes, although this filing does not establish actual dilution.

For any forward sale, the company says it will not receive proceeds from borrowed shares sold by a forward seller; it expects physical settlement but may elect cash or net-share settlement.

The agreement leaves the amount, timing, and occurrence of sales to future decisions by the company and agents.

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, and exhibit attachments filed with this report.
ATM program size $750.0 million Aggregate gross sales price of common stock under new ATM Equity Offering Sales Agreement
Unsold prior ATM capacity $279.9 million Aggregate gross sales price of common stock remaining under prior ATM program at termination
Maximum agent commission 2.0% of gross sales price Commission cap per Sales Agreement for shares sold through an agent
Shelf registration number 333-280265 Form S-3 shelf registration statement supporting ATM prospectus and supplement
Prospectus date June 17, 2024 Date of base prospectus forming part of Form S-3 shelf
Prospectus supplement date July 24, 2026 Date of prospectus supplement covering the ATM Shares
ATM Equity Offering Sales Agreement regulatory
"On July 24, 2026, the company entered into an ATM Equity Offering Sales Agreement with multiple agents"
forward sale agreement regulatory
"The company may enter into a separate forward sale agreement with a Forward Purchaser"
A forward sale agreement is a contract where a holder of securities or assets agrees to sell them at a fixed price on a specific future date, like a farmer locking in a price for next season’s crop. For investors this matters because it creates predictable future cash or supply and reduces price uncertainty, but it can limit upside if prices rise and introduces risk if the other party fails to deliver or payment affects shareholder value through dilution or financing choices.
Forward Purchasers regulatory
"Certain banks or their affiliates will act as the Forward Purchasers in these transactions"
Forward purchasers are investors or firms who agree ahead of time to buy a specific number of securities or assets at a set price on a future date, similar to placing a pre-order for a product that will ship later. They matter to investors because these commitments provide predictable demand and funding for the issuer, but they can also affect share supply and pricing when the agreed sales are fulfilled, influencing market value and dilution risk.
shelf registration statement regulatory
"Shares are offered under a prospectus forming part of the company’s shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"Any Shares sold will be offered pursuant to a prospectus supplement dated July 24, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
physical settlement financial
"The company currently expects to fully physically settle each forward sale agreement with the relevant Forward Purchaser"
Physical settlement is when the actual item, like a commodity or product, is delivered to the buyer after a trade, instead of just settling with money. For example, if you buy a barrel of oil through a contract with physical settlement, you will receive the oil itself. It matters because it ensures the real thing changes hands, not just the price.

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FAQ

What is the size of Essential Properties Realty Trust (EPRT)'s new ATM equity program?
The new ATM Equity Offering Sales Agreement allows sales of up to $750.0 million of EPRT common stock. Shares may be sold over time through multiple agents, including via at-the-market transactions, block trades, or forward sale arrangements tied to the company’s existing shelf registration.

What happened to the prior ATM program for Essential Properties Realty Trust (EPRT)?
Upon entering the new Sales Agreement, the company terminated its prior ATM program, which still had $279.9 million of unsold common stock capacity. The new program replaces this earlier arrangement and sets updated terms and counterparties for future equity issuance and related forward sales.

How will Essential Properties Realty Trust (EPRT) use net proceeds from the new ATM program?
Net proceeds received from issuing or settling common stock will be contributed to the operating partnership. The operating partnership plans to use funds for general corporate purposes, including repaying or repurchasing indebtedness, working capital, capital expenditures and potential future investments.

What commissions will agents earn under EPRT’s ATM Equity Offering Sales Agreement?
Each agent is entitled to a commission of up to 2.0% of the gross sales price of shares it sells as sales agent. For forward sale agreements, the applicable agent receives a comparable commission via a reduction to the initial forward price, subject to agreed terms and adjustments.

How do forward sale agreements work in Essential Properties Realty Trust (EPRT)'s new program?
EPRT may enter forward sale agreements with designated Forward Purchasers, who borrow and sell shares through agents to hedge their exposure. The company generally expects to physically settle these by delivering shares later, receiving cash based on an adjusted forward price per share and the number of shares delivered.

Does Essential Properties Realty Trust (EPRT) receive cash from sales of borrowed shares under forward arrangements?
The company will not receive proceeds from initial sales of borrowed shares by a Forward Purchaser. Cash proceeds flow to EPRT only upon settlement of a forward sale agreement, typically through physical delivery of shares in exchange for cash at the applicable forward price.
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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
July 24, 2026
Date of Report (Date of earliest event reported)
Essential Properties Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland001-3853082-4005693
(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
Not Applicable
(Former name or former address, if changed since last report)
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 value per shareEPRTNew 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 July 24, 2026, Essential Properties Realty Trust, Inc. (the “Company”) and Essential Properties, L.P. (the “Operating Partnership”) entered into an ATM Equity Offering Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., Cantor Fitzgerald & Co., Capital One Securities, Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Evercore Group L.L.C., Goldman Sachs & Co. LLC, Huntington Securities, Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Raymond James & Associates, Inc., Regions Securities LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (each, an “Agent” and, collectively, the “Agents”) and the Forward Purchasers (as defined below), providing for the offer and sale of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate gross sales price of up to $750.0 million (the “Shares”), through the Agents, as its sales agents or, if applicable, as forward sellers, or directly to the Agents as principals. Upon entry into the Sales Agreement, the Company terminated its prior at-the-market offering program pursuant to the ATM Equity Offering Sales Agreement dated as of October 25, 2024, as amended by Amendment No. 1 to the ATM Equity Offering Sales Agreement, dated of April 28, 2025 (as amended, the “Prior Sales Agreement”), entered into with the agents and forward purchasers named therein. At the time of the termination of the Prior Sales Agreement, an aggregate gross sales price of $279.9 million of the Common Stock remained unsold under the Prior Sales Agreement.
The Shares may be offered and sold in amounts and at times to be determined by the Company from time to time. Actual offers and sales, if any, will depend on a variety of factors to be determined by the Company and the Agents from time to time, including, among other things, market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of its funding.
Sales of the Shares, if any, made pursuant to the Sales Agreement may be sold in negotiated transactions, including block trades, or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), by means of ordinary brokers’ transactions at market prices prevailing at the time of sale, including sales made directly on the New York Stock Exchange, sales made to or through a market maker and sales made through other securities exchanges or electronic communications networks.
The Agents are not required to sell any specific number or dollar amount of Shares but have agreed to use their commercially reasonable efforts, consistent with their normal trading and sales practices and applicable law and regulations, as the Company’s sales agents or as forward sellers, and subject to the terms of the Sales Agreement and, in the case of shares offered through such Agents as forward sellers, the relevant forward sale agreement, to sell the shares of Common Stock, as instructed by the Company and, in the case of shares offered through such Agents as forward sellers, the relevant Forward Purchaser. The shares of Common Stock offered and sold through the Agents, as the Company’s sales agents or as forward sellers, pursuant to the Sales Agreement will be offered and sold through only one Agent at any given time.
The Sales Agreement provides that an Agent will be entitled to a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all Shares sold through it as Agent. Under the terms of the Sales Agreement, the Company may also sell Shares to one or more Agents as principal, at a price per share to be agreed upon at the time of sale. If the Company sells Shares to one or more of the Agents as principal, it will enter into a separate terms agreement with such Agent or Agents, as the case may be, setting forth the terms of such transaction. In connection with each forward sale agreement, the applicable Agent, as forward seller, will receive a commission, in the form of a reduction to the initial forward price under the related forward sale agreement, at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the gross sales price per share of the borrowed shares of Common Stock sold through such Agent, as forward seller, during the applicable forward selling period for such shares (subject to certain possible adjustments to such gross sales price for daily accruals and any quarterly dividends having an “ex-dividend” date during such forward selling period).
The Sales Agreement contemplates that, in addition to the issuance and sale by the Company of Shares to or through the Agents, the Company may enter into separate forward sale agreements with Bank of America, N.A.,


Barclays Bank PLC, Bank of Montreal, BNP Paribas, CF Secured, LLC, Citibank, N.A., Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, Huntington Securities, Inc., Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., Regions Securities LLC, Stifel, Nicolaus & Company, Incorporated, StoneX Financial Inc., The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association or one of their respective affiliates (in such capacity, the “Forward Purchasers”). If the Company enters into a forward sale agreement with any Forward Purchaser, the Company expects that such Forward Purchaser (or its affiliate) will attempt to borrow from third parties and sell, through the relevant Agent, acting as sales agent for such Forward Purchaser, shares of its Common Stock to hedge such Forward Purchaser’s exposure under such forward sale agreement. The Company will not receive any proceeds from any sale of Shares borrowed by a Forward Purchaser (or its affiliate) and sold through a forward seller.
The Company currently expects to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of such forward sale agreement. The Company will generally have the right, subject to certain exceptions, to elect to cash settle or net share settle all or any portion of its obligations under such forward sale agreement. If the Company elects or is deemed to have elected to physically settle any forward sale agreement by delivering shares of its Common Stock, the Company will receive an amount of cash from the relevant Forward Purchaser equal to the product of (1) the forward price per share under such forward sale agreement and (2) the number of shares of Common Stock as to which the Company has elected or is deemed to have elected physical settlement, subject to the price adjustment and other provisions of such forward sale agreement. Each forward sale agreement will provide that the forward price will be subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread. In addition, the forward price will be subject to decrease on certain dates specified in the relevant forward sale agreement by the amount per share of quarterly dividends the Company expects to declare on its Common Stock during the term of such forward sale agreement. If the specified daily rate is less than the applicable spread on any day, the interest rate factor will result in a daily reduction of the forward price.
The Company intends to contribute any net proceeds it receives from the issuance and sale by the Company of any shares of its Common Stock to or through the Agents and from any forward sale agreement to the Operating Partnership in exchange for common units of the Operating Partnership. The Operating Partnership intends to use such net proceeds for general corporate purposes, which may include repaying or repurchasing indebtedness (including amounts outstanding from time to time under the Company’s credit facility or term loans), working capital and capital expenditures, and potential future investments.
Any Shares that may be offered and sold pursuant to the Sales Agreement will be offered and sold pursuant to a prospectus supplement, dated July 24, 2026 and the related prospectus, dated June 17, 2024, forming part of the Company’s shelf registration statement on Form S-3 (Registration No. 333-280265), filed with the SEC on June 17, 2024. An opinion of Venable LLP with respect to the validity of shares of the Common Stock that may be issued and sold pursuant to the prospectus supplement and the related prospectus is filed herewith as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The foregoing description of the Sales Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Sales Agreement (including such form of forward sale agreement included therein), which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit NumberExhibit
1.1
ATM Equity Offering Sales Agreement dated July 24, 2026
5.1
Opinion of Venable LLP
23.1
Consent of Venable LLP (contained in opinion filed as Exhibit 5.1 hereto)
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: July 24, 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

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