Equity grant for Essential Properties (NYSE: EPRT) senior executive

Rhea-AI Filing Summary

ESSENTIAL PROPERTIES REALTY TRUST, INC. reported an equity award to senior executive Timothy J. Earnshaw, its SVP, CAO & Treasurer. He acquired 5,071 OP Units as a grant with a stated price of $0 per unit, bringing his direct holdings to 9,631 OP Units.

The OP Units are limited partnership interests in Essential Properties, L.P., which holds substantially all company assets and operations. These units are redeemable for cash or, at the company’s election, exchangeable one-for-one into common stock, subject to anti-dilution adjustments.

The award represents a special class of LTIP Units issued under the company’s Long-Term Incentive Plan. Each LTIP Unit can convert into one OP Unit upon vesting and required tax allocations. The LTIP Units vest in four equal annual installments on the first through fourth anniversaries of January 18, 2026, contingent on his continued employment, and have no expiration date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Earnshaw Timothy J

(Last) (First) (Middle)

5 VAUGHN DRIVE

SUITE 202

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ESSENTIAL PROPERTIES REALTY TRUST, INC. [ EPRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, CAO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
OP Units(1)(2)	(1)(2)	02/20/2026		A		5,071(2)		(1)(2)(3)	(3)	Common Stock	5,071(1)(2)	$0	9,631	D

Explanation of Responses:

1. The OP Units ("OP Units") are units of limited partnership interest issued by Essential Properties, L.P., a Delaware limited partnership and the entity through which Essential Properties Realty Trust, Inc. (the "Company") holds substantially all of its assets and conducts its operations. The OP Units are redeemable by the holder for cash or, at the Company's election, may be exchanged for shares of the Company's common stock at a one-to-one ratio, subject to anti-dilution adjustments.

2. Represents a special class of OP Units issued by Essential Properties, L.P. pursuant to its Partnership Agreement and the Company's Long-Term Incentive Plan ("LTIP Units"). Each LTIP Unit represents the contingent right to receive one OP Unit upon vesting, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes.

3. These LTIP Units vest ratably on the first, second, third and fourth anniversaries of January 18, 2026, subject to the reporting person's continued employment by the Company through the applicable vesting date. There is no expiration date for the LTIP Units or OP Units.

Remarks:

	/s/ Timothy J. Earnshaw	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ESSENTIAL PROPERTIES REALTY TRUST, INC. (EPRT) report for Timothy J. Earnshaw?

The company reported an equity award to Timothy J. Earnshaw. He acquired 5,071 OP Units at a stated price of $0 per unit, increasing his direct holdings to 9,631 OP Units in Essential Properties, L.P., the operating partnership.

What are OP Units in the context of ESSENTIAL PROPERTIES REALTY TRUST, INC. (EPRT)?

OP Units are units of limited partnership interest in Essential Properties, L.P. They represent an interest in the partnership that holds substantially all company assets and operations and can be redeemed for cash or exchanged into common stock at a one-to-one ratio.

How can the OP Units reported in this EPRT Form 4 be settled?

The OP Units are redeemable by the holder for cash or, at the company’s election, exchangeable into shares of ESSENTIAL PROPERTIES REALTY TRUST, INC. common stock on a one-to-one basis, subject to anti-dilution adjustments specified in the partnership agreement.

What are LTIP Units and how do they relate to the OP Units for EPRT?

The award represents a special class of OP Units called LTIP Units issued under the Long-Term Incentive Plan. Each LTIP Unit carries a contingent right to receive one OP Unit upon vesting, subject to required capital account allocations for federal income tax purposes.

What is the vesting schedule for Timothy J. Earnshaw’s LTIP Units at ESSENTIAL PROPERTIES REALTY TRUST, INC.?

These LTIP Units vest ratably in four annual installments. Vesting occurs on the first, second, third and fourth anniversaries of January 18, 2026, and is conditioned on Mr. Earnshaw’s continued employment through each applicable vesting date.

Do the LTIP Units or OP Units reported for EPRT have an expiration date?

There is no expiration date for either the LTIP Units or the resulting OP Units. Once granted and, in the case of LTIP Units, vested and converted, they remain outstanding subject to the terms of the partnership agreement and related plan documents.