Essential Properties (EPRT) SVP awarded 89-share RSU dividend adjustment

Rhea-AI Filing Summary

Earnshaw Timothy J reported acquisition or exercise transactions in this Form 4 filing.

ESSENTIAL PROPERTIES REALTY TRUST, INC. senior vice president, chief accounting officer and treasurer Timothy J. Earnshaw received an automatic grant of 89 shares of common stock. This reflects an adjustment to performance-based RSUs granted in 2023 to account for quarterly dividends paid for the first quarter of 2026.

Following this award adjustment, Earnshaw directly holds 71,349 shares of common stock. The adjusted performance-based RSUs are scheduled to vest on December 31, 2026 under the terms of the existing award agreement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Earnshaw Timothy J

Role SVP, CAO & Treasurer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	89	$0.00	--

Holdings After Transaction: Common Stock — 71,349 shares (Direct)

Footnotes (1)

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Key Figures

Shares granted: 89 shares Total holdings after transaction: 71,349 shares Vesting date: December 31, 2026

3 metrics

Shares granted 89 shares Adjustment to 2023 performance-based RSUs for Q1 2026 dividends

Total holdings after transaction 71,349 shares Common stock directly held by Timothy J. Earnshaw after award adjustment

Vesting date December 31, 2026 Scheduled vesting date for the adjusted 2023 performance-based RSUs

Key Terms

performance-based RSUs, quarterly dividends, underlying award agreement

3 terms

performance-based RSUs financial

"Represents an adjustment to the shares subject to performance-based RSUs granted in 2023"

Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.

quarterly dividends financial

"in connection with the payment of quarterly dividends to stockholders for the first quarter of 2026"

underlying award agreement financial

"pursuant to the terms and conditions of the underlying award agreement"

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^*

Earnshaw Timothy J

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026

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
Common Stock	04/14/2026		A(1)		89	A	$0	71,349	D

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

Explanation of Responses:

1. Represents an adjustment to the shares subject to performance-based RSUs granted in 2023 which will vest on December 31, 2026 in connection with the payment of quarterly dividends to stockholders for the first quarter of 2026 pursuant to the terms and conditions of the underlying award agreement.

Remarks:

	/s/ Timothy J. Earnshaw	04/16/2026
	** 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 insider transaction did EPRT report for Timothy J. Earnshaw?

EPRT reported that Timothy J. Earnshaw received an automatic grant of 89 shares of common stock. This was an adjustment to his existing performance-based RSUs, reflecting dividends paid for the first quarter of 2026 under the award terms.

Why did Timothy J. Earnshaw receive an additional 89 EPRT shares?

Earnshaw received an additional 89 shares as an adjustment to 2023 performance-based RSUs. The adjustment was made in connection with quarterly dividends paid for the first quarter of 2026, pursuant to the underlying award agreement’s dividend-related provisions.

How many EPRT shares does Timothy J. Earnshaw hold after this Form 4 transaction?

After this transaction, Timothy J. Earnshaw directly holds 71,349 shares of EPRT common stock. This total reflects the 89-share adjustment to his performance-based RSUs tied to dividends paid for the first quarter of 2026.

When do Timothy J. Earnshaw’s adjusted performance-based RSUs in EPRT vest?

The adjusted performance-based RSUs are scheduled to vest on December 31, 2026. The 89-share increase relates to an award originally granted in 2023, with vesting tied to that December 31, 2026 date under the award agreement.

Did Timothy J. Earnshaw buy or sell EPRT shares on the open market?

He did not buy or sell shares on the open market. The Form 4 shows a grant-type acquisition of 89 shares at zero cost, arising from an automatic adjustment to existing performance-based RSUs under the company’s compensation plan.