Essential Properties Realty Trust, Inc. 8-K Filings

Essential Properties Realty Trust, Inc. (EPRT) announced a series of leadership changes and updated employment agreements. The Board promoted R. Max Jenkins from Executive Vice President and Chief Operating Officer to President and Chief Operating Officer, while Peter M. Mavoides continues as Chief Executive Officer under an amended and restated employment agreement with an initial term through March 31, 2031, subject to automatic one-year renewals. The Board also expanded Robert W. Salisbury’s role to Executive Vice President, Chief Financial Officer, Chief Strategy Officer and Secretary, and approved promotion-related grants of LTIP Units for Messrs. Jenkins and Salisbury with a target grant date value of $2,000,000, vesting 50% on each of the third and fourth anniversaries of the grant date. The amended agreements treat a non-renewal by the company as a termination without cause and provide change-in-control severance if the executives are terminated without cause or resign for good reason within specified pre- and post-change-in-control periods; Mr. Jenkins’ cash severance is set at 2x base salary for qualifying terminations not connected to a change in control and 3x base salary for qualifying terminations in connection with a change in control. The Board determined that the employment of A. Joseph Peil, Executive Vice President and Chief Investment Officer, will terminate effective September 8, 2026, with eligibility for severance under his existing agreement, and the company has appointed Craig Vachris as Executive Vice President and Chief Investment Officer to lead asset management and credit underwriting.

As background, Essential Properties is an internally managed REIT focused on long-term net-leased, single-tenant, service- and experience-oriented properties; as of June 30, 2026, the portfolio comprised 2,493 properties with a weighted average lease term of 14.3 years, weighted average rent coverage ratio of 3.5x, and was 99.6% leased to tenants operating 715 concepts across 48 states.

Essential Properties Realty Trust, Inc. (EPRT) announced that its Board of Directors declared a quarterly cash dividend of $0.32 per share of common stock for the third quarter of 2026, representing an annualized dividend of $1.28 per share. The dividend is payable on October 14, 2026 to stockholders of record as of the close of business on September 30, 2026.

Essential Properties Realty Trust is an internally managed REIT focused on long-term net leases to service-oriented and experience-based businesses. As of June 30, 2026, the portfolio consisted of 2,493 freestanding net lease properties with a weighted average lease term of 14.3 years and a weighted average rent coverage ratio of 3.5x, and was 99.6% leased to tenants operating 715 concepts across 48 states.

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.

Essential Properties Realty Trust, Inc. reported second‑quarter 2026 results with total revenues of $161,888 thousand and net income of $74,481 thousand. Diluted net income per share was $0.34 and diluted AFFO per share was $0.50, with these per‑share metrics increasing 6% and 9%, respectively, versus second quarter 2025.

The company invested $332.4 million in 103 properties in the quarter at a 7.8% weighted average cash cap rate and completed $54.3 million of dispositions at a 7.3% cash cap rate. As of June 30, 2026, the portfolio comprised 2,493 properties, was 99.6% leased, had a 14.3‑year weighted average lease term and a 3.5x weighted average rent coverage ratio.

Leverage metrics remained conservative, with net debt to Annualized Adjusted EBITDAre of 4.5x, pro forma 3.5x, and total available liquidity of $1.7 billion including $1.0 billion of undrawn revolver capacity and $574.7 million of unsettled forward equity. Management raised 2026 AFFO guidance to $2.01–$2.05 per share and increased investment volume guidance to $1.2–$1.5 billion while reiterating Cash G&A guidance of $30.0–$34.0 million.

Essential Properties Realty Trust, Inc., through subsidiary Essential Properties, L.P., closed an underwritten public offering of $400,000,000 aggregate principal amount of 5.375% Senior Notes due 2036, fully and unconditionally guaranteed by the REIT.

The Notes are senior unsecured obligations, ranking equally with other senior unsecured debt but effectively subordinated to mortgage and other secured indebtedness, as well as liabilities of subsidiaries and equity‑method investees. They were issued under an existing indenture and a third supplemental indenture that add restrictive covenants, including requirements for the Guarantor to maintain a specified level of total unencumbered assets.

The underwriters paid a purchase price of 97.469% of principal amount. The Notes bear interest at 5.375% per year, payable on January 15 and July 15 of each year, starting January 15, 2027, and mature on July 15, 2036. The Issuer may redeem the Notes before April 15, 2036 at a make‑whole redemption price based on the Treasury Rate plus 20 basis points, or at par on or after April 15, 2036, in each case plus accrued interest.

Essential Properties Realty Trust, Inc. announced that its Board declared a quarterly cash dividend of $0.32 per share of common stock for the second quarter of 2026, representing an annualized dividend of $1.28 per share. This reflects an increase of approximately 3% and $0.04 per share over the prior annualized dividend. The dividend will be paid on July 14, 2026 to stockholders of record as of June 30, 2026.

As of March 31, 2026, the company’s portfolio included 2,417 freestanding net lease properties, with a weighted average lease term of 14.6 years and a weighted average rent coverage ratio of 3.5x. The portfolio was 99.7% leased to tenants operating 662 different concepts across 48 states, underscoring a broad and diversified tenant base.

Essential Properties Realty Trust, Inc. furnished an investor presentation providing an operating, portfolio and balance sheet update, including first‑quarter 2026 results. The net lease REIT reported Q1 2026 total revenues of $158.8 million and net income attributable to stockholders of $59.8 million, or $0.28 per diluted share.

Funds from operations were $114.6 million, with AFFO of $105.8 million, equal to $0.50 per diluted share. As of March 31, 2026, the portfolio included 2,417 investment properties totaling 27.3 million square feet, 99.7% leased, with a weighted average remaining lease term of 14.6 years and unit‑level rent coverage of 3.5x.

The company highlighted a BBB/Baa2 investment‑grade balance sheet, gross real estate investments at cost of $7.1 billion, undepreciated gross assets of $7.8 billion and pro forma net debt to annualized adjusted EBITDAre of 3.5x. Total available liquidity was about $1.46 billion, including cash, revolver capacity and unsettled forward equity, supporting continued external growth at targeted cap rates.

Essential Properties Realty Trust, Inc. reported that stockholders approved all proposals at its 2026 Annual Meeting held on May 11, 2026. Of 210,327,420 common shares entitled to vote as of March 20, 2026, 93.9% were represented.

All eight director nominees received strong support, with votes for each ranging from about 187 million to over 191 million and no votes against, alongside broker non-votes. Stockholders also approved, on an advisory basis, the compensation of named executive officers and chose a one-year frequency for future advisory votes on executive pay. In addition, they ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026.

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.

Essential Properties Realty Trust, Inc. reported first quarter 2026 results, with net income per share of $0.28 and AFFO per share of $0.50. Compared with first quarter 2025, net income per share decreased 3%, while FFO and Core FFO per share rose 13% and AFFO per share rose 11%.

The company invested $388.6 million in 126 properties at a 7.7% weighted average cash cap rate and completed $10.2 million of dispositions at a 6.9% cash cap rate, maintaining occupancy at 99.7% and a 14.6-year weighted average lease term. Pro forma net debt to annualized adjusted EBITDAre was 3.5x, supported by approximately $1.5 billion of total available liquidity.

The company raised its 2026 AFFO per share guidance range to $2.00–$2.05 and increased 2026 investment volume guidance to $1.1–$1.5 billion, while trimming expected 2026 Cash G&A to $30.0–$34.0 million, reflecting confidence in continued earnings and deployment trends.

Essential Properties Realty Trust, Inc. furnished an investor presentation outlining its net lease portfolio, growth strategy and balance sheet. The company reported a 99.7% leased portfolio with average unit-level rent coverage of 3.6x and only 5.2% of annualized base rent expiring through 2030. For 2025, rental and related revenues reached $561.2 million, net income attributable to stockholders was $253.0 million, and AFFO totaled $374.6 million, or $1.89 per diluted share. Pro forma net debt to annualized adjusted EBITDAre was 3.1x, with total undepreciated gross assets of about $7.5 billion and approximately $1.8 billion of pro forma liquidity supporting ongoing investment activity and capital recycling.

Essential Properties Realty Trust, Inc. announced that its Board of Directors declared a quarterly cash dividend of $0.31 per share of common stock for the first quarter of 2026, equal to $1.24 per share on an annualized basis. The dividend will be paid on April 14, 2026 to stockholders of record at the close of business on March 31, 2026.

The company is an internally managed REIT focused on primarily single-tenant, long-term net leased properties serving service-oriented and experience-based businesses. As of December 31, 2025, its portfolio included 2,300 freestanding net lease properties with a weighted average lease term of 14.4 years, a weighted average rent coverage ratio of 3.6x, and was 99.7% leased to tenants operating 659 concepts across 48 states.

Essential Properties Realty Trust, Inc. shared an investor presentation outlining a highly occupied, growing net-lease portfolio and conservative balance sheet. The portfolio was 99.7% leased as of December 31, 2025, with 2,300 properties, 3.6x average unit-level rent coverage, and a 14.4-year weighted average lease term.

For 2025, total revenues were $561.2 million, up from $449.6 million in 2024, and net income attributable to stockholders was $253.0 million. Diluted net income per share was $1.28, while diluted AFFO per share was $1.89, compared with $1.74 in 2024. Core FFO reached $404.0 million, or $2.04 per diluted share.

The company highlighted low leverage and strong liquidity. Pro forma net debt to annualized adjusted EBITDAre was 3.1x, with pro forma liquidity of about $1.8 billion, including cash, an undrawn $1.0 billion revolver, and unsettled forward equity. Undepreciated gross assets totaled $7.5 billion, and all debt was unsecured with a weighted average interest rate of 4.23% and 4.2-year weighted average maturity.

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.

Essential Properties Realty Trust, Inc. reported strong fourth-quarter and full-year 2025 results and raised its 2026 outlook. Fourth-quarter net income per share rose 13% to $0.34, while AFFO per share increased 9% to $0.49. For 2025, net income per share grew 11% to $1.28 and diluted AFFO per share rose 9% to $1.89, supported by $1.3 billion of investments at a 7.9% weighted average cash cap rate and $130.1 million of dispositions at a 7.0% cap rate. The company increased its 2026 fully diluted AFFO guidance to a range of $1.99 to $2.04 per share, assuming $1.0–$1.4 billion of investment volume. As of December 31, 2025, the portfolio comprised 2,300 properties, 99.7% leased, with a 14.4-year weighted average lease term and 3.6x average unit-level rent coverage. Leverage remained moderate with net debt at 4.4x annualized Adjusted EBITDAre, or 3.8x pro forma for unsettled forward equity, and total available liquidity of about $1.4 billion.

Essential Properties Realty Trust, Inc. appointed Robert W. Salisbury, CFA as executive vice president and chief financial officer, effective January 1, 2026. Salisbury, 43, joined the company in 2023 and has led capital markets and investor relations after senior investment and research roles at Almanac Realty Investors, Citadel Investment Group, V3 Capital Management and major banks.

Current CFO Mark E. Patten will resign effective December 31, 2025, and his departure is stated not to result from any disagreement over accounting principles, financial statement disclosure or internal controls. The company will enter into an indemnification agreement with Salisbury, consistent with those for other executives, covering certain judgments, penalties, fines, settlement amounts and related expenses arising from proceedings tied to his role. Salisbury’s compensation as CFO will be set later, and the company has issued a press release describing the leadership transition.

Essential Properties Realty Trust, Inc. furnished an investor presentation that it plans to use in meetings with investors. The presentation, dated December 2025 and filed as Exhibit 99.1, is intended to provide updated information about the company but is furnished under Regulation FD, meaning it is not treated as formally filed for liability purposes under certain securities laws. The company also included an Inline XBRL cover page data file as Exhibit 104.

Essential Properties Realty Trust, Inc. announced that its Board of Directors has declared a quarterly cash dividend of $0.31 per share of common stock for the fourth quarter of 2025. This level equates to an annualized dividend of $1.24 per share, indicating the cash return the company plans to provide to shareholders over a full year if maintained. The dividend will be paid on January 14, 2026 to stockholders recorded as of the close of business on December 31, 2025, so only investors on the books at that date will receive this payment.

Essential Properties Realty Trust, Inc. furnished materials related to third-quarter performance. On October 22, 2025, the company furnished a press release with financial results for the three and nine months ended September 30, 2025 (Exhibit 99.1) and an Investor Presentation and Supplemental Information—Third Quarter 2025 (Exhibit 99.2).

The disclosures were provided under Item 2.02 and Item 7.01 and are expressly stated as furnished, not filed, and therefore not subject to Section 18 liability or automatically incorporated by reference.

Essential Properties Realty Trust, Inc. filed a current report to let investors know it has published its 2024 Corporate Responsibility Report. The report covers the company’s approach to environmental, social, and governance topics and is available on its website and as an exhibit to this filing.

The company clarifies that this corporate responsibility information is being furnished, not filed, which means it is not subject to certain liability provisions of the securities laws and is not automatically incorporated into other SEC filings.

Essential Properties Realty Trust, Inc. reported that its Board of Directors declared a quarterly cash dividend of $0.30 per share of common stock for the third quarter of 2025. This amount represents an annualized dividend of $1.20 per share, indicating the cash return stockholders would receive over a full year at this quarterly rate. The dividend will be paid on October 14, 2025 to stockholders who are on record as of the close of business on September 30, 2025. The company also issued a press release with further details, which is included as an exhibit.

Essential Properties Realty Trust, Inc. furnished a new September 2025 investor presentation that it plans to use in meetings with investors. The presentation is included as Exhibit 99.1 to this report.

The company specifies that the investor materials are being furnished, not filed, so they are not subject to liability provisions under Section 18 of the Exchange Act and are not automatically incorporated into other Securities Act or Exchange Act filings. The disclosure is provided under Regulation FD to share information broadly with the market.

Essential Properties Realty Trust, Inc. reported that on August 18, 2025 the issuer and guarantor entered an Underwriting Agreement with Wells Fargo Securities, LLC and Mizuho Securities USA LLC as representatives of the underwriters for an offering of notes that will be fully and unconditionally guaranteed by the Guarantor. The filing summarizes the Base Indenture and a Second Supplemental Indenture that govern the Notes and refers to the effective shelf registration statement used for the offering (Registration Nos. 333-280265 and 333-280265-01).

The filing lists events that would constitute defaults under the Indenture, including failure to pay principal or redemption amounts, invalidity or unenforceability of the Guarantee, uncured covenant breaches following notice, failure to pay certain debt of the issuer, guarantor or certain significant subsidiaries above $50,000,000, and bankruptcy or similar insolvency events. A copy of the Underwriting Agreement is attached as Exhibit 1.1 and incorporated by reference.