EPRT (EPRT) director receives 3,837 LTIP units tied to OP Units

Rhea-AI Filing Summary

Smallwood Kristin L reported acquisition or exercise transactions in this Form 4 filing.

ESSENTIAL PROPERTIES REALTY TRUST, INC. director Kristin L. Smallwood received a grant of 3,837 LTIP Units in Essential Properties, L.P., the operating partnership through which the company holds most assets and runs its business. These LTIP Units represent a contingent right to receive 3,837 OP Units, which are themselves exchangeable one-for-one into common stock or redeemable for cash at the company’s election, subject to anti-dilution adjustments.

The LTIP Units vest ratably on the earlier of the first anniversary of the grant date or the first annual shareholders’ meeting after the grant, provided she continues to serve on the board through vesting. After this award, she holds 3,837 OP Units directly, reflecting a routine, compensation-related equity grant rather than an open-market purchase.

Insights

Corporate governance & compensation analyst

Routine equity-based compensation grant to a director via partnership units.

Director Kristin L. Smallwood received 3,837 LTIP Units in Essential Properties, L.P., convertible into 3,837 OP Units and ultimately into common stock or cash on a one-for-one basis, subject to anti-dilution adjustments. The stated price is $0.00 per unit, indicating a compensation award, not a market transaction.

The LTIP Units vest ratably on the earlier of the first anniversary of the grant or the first annual shareholder meeting after the grant, conditioned on continued board service. This aligns director incentives with shareholders over time. With 3,837 units held after the transaction and no related sales, this filing is a standard governance and incentive alignment mechanism, not a directional trading signal.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Smallwood Kristin L

Role null

Type	Security	Shares	Price	Value
Grant/Award	OP Units	3,837	$0.00	--

Holdings After Transaction: OP Units — 3,837 shares (Direct, null)

Footnotes (1)

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. 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. These LTIP Units vest ratably on the earlier of (i) the first anniversary of the date of grant and (ii) the first annual meeting of the Company's stockholders that occurs after the date of grant, subject to the reporting person's continued service on the Company's board of directors through the vesting date. There is no expiration date for the LTIP Units or OP Units.

Key Figures

LTIP Units granted: 3,837 units OP Units underlying: 3,837 units Exercise / conversion price: $0.00 per unit +2 more

5 metrics

LTIP Units granted 3,837 units Grant to director on 2026-05-13

OP Units underlying 3,837 units Each LTIP Unit represents right to one OP Unit

Exercise / conversion price $0.00 per unit Compensation grant, not market purchase

OP Units held after 3,837 units Total OP Units following transaction

Vesting schedule Earlier of 1-year or first annual meeting Subject to continued board service

Key Terms

OP Units, LTIP Units, Long-Term Incentive Plan, anti-dilution adjustments

4 terms

OP Units financial

"The OP Units ("OP Units") are units of limited partnership interest issued by Essential Properties, L.P."

OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.

LTIP Units financial

"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")."

LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.

Long-Term Incentive Plan financial

"pursuant to its Partnership Agreement and the Company's Long-Term Incentive Plan ("LTIP Units")."

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

anti-dilution adjustments financial

"may be exchanged for shares of the Company's common stock at a one-to-one ratio, subject to anti-dilution adjustments."

Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Smallwood Kristin L

(Last) (First) (Middle)

5 VAUGHN DRIVE

SUITE 202

(Street)

PRINCETON NEW JERSEY 08540

(City) (State) (Zip)

UNITED STATES

(Country)

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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

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

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

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)	05/13/2026		A		3,837(2)		(1)(2)(3)	(3)	Common Stock	3,837(1)(2)	$0	3,837	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 earlier of (i) the first anniversary of the date of grant and (ii) the first annual meeting of the Company's stockholders that occurs after the date of grant, subject to the reporting person's continued service on the Company's board of directors through the vesting date. There is no expiration date for the LTIP Units or OP Units.

Remarks:

Exhibit 24.1 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24.1 to the Form 3 filed by the reporting person on July 22, 2025.)

	/s/ Timothy J. Earnshaw, attorney-in-fact	05/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did EPRT director Kristin L. Smallwood acquire in this Form 4 filing?

Kristin L. Smallwood received 3,837 LTIP Units in Essential Properties, L.P. These units entitle her to 3,837 OP Units upon vesting, which can later be redeemed for cash or exchanged one-for-one into ESSENTIAL PROPERTIES REALTY TRUST common stock.

Is Kristin L. Smallwood’s EPRT transaction an open-market stock purchase or sale?

The transaction is not an open-market trade. It is a grant of 3,837 LTIP Units at a stated price of $0.00 per unit, reflecting equity-based compensation rather than a discretionary buy or sell of ESSENTIAL PROPERTIES REALTY TRUST common shares.

How can the OP Units related to this EPRT Form 4 be settled?

Each OP Unit may be redeemed by the holder for cash or, at ESSENTIAL PROPERTIES REALTY TRUST’s election, exchanged for one share of the company’s common stock. This one-to-one exchange ratio is subject to anti-dilution adjustments under the partnership agreement.

When do the EPRT LTIP Units granted to Kristin L. Smallwood vest?

The LTIP Units vest ratably on the earlier of the first anniversary of the grant date or the first annual stockholders’ meeting after the grant. Vesting is conditioned on Ms. Smallwood’s continued service on ESSENTIAL PROPERTIES REALTY TRUST’s board through the applicable vesting date.

How many OP Units does Kristin L. Smallwood hold after this EPRT transaction?

After this award, Kristin L. Smallwood holds 3,837 OP Units. These are linked to 3,837 LTIP Units and represent her direct derivative interest that can ultimately be settled in ESSENTIAL PROPERTIES REALTY TRUST common stock or cash, depending on the company’s election at redemption.

What are LTIP Units in the context of ESSENTIAL PROPERTIES REALTY TRUST (EPRT)?

LTIP Units are a special class of OP Units issued under the partnership agreement and ESSENTIAL PROPERTIES REALTY TRUST’s Long-Term Incentive Plan. Each LTIP Unit represents a contingent right to receive one OP Unit upon vesting, subject to certain capital account allocation conditions for tax purposes.