Performance stock award lifts Essential Properties (NYSE: EPRT) insider stake

Rhea-AI Filing Summary

Essential Properties Realty Trust insider activity: SVP, CAO & Treasurer Timothy J. Earnshaw acquired 18,449 shares of common stock on February 10, 2026 through a performance-based restricted stock unit award, at a stated price of $0 per share.

The filing notes these shares were earned after meeting 2023 performance criteria, with 50% vesting immediately and the remaining 50% scheduled to vest on December 31, 2026, subject to continued service. On the same date, 3,128 shares were disposed of at $31.91 per share to cover tax obligations, leaving Earnshaw with 71,260 directly owned shares.

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)

902 CARNEGIE CENTER BLVD.

SUITE 520

(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)
02/10/2026

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
Common Stock	02/10/2026		A(1)		18,449	A	$0	74,388	D
Common Stock	02/10/2026		F		3,128	D	$31.91	71,260	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 shares acquired upon the achievement of the performance criteria underlying the award of performance-based restricted stock units granted to the reporting person in 2023, of which 50% were immediately vested upon certification of the achievement of the performance criteria and the remaining 50% will vest on December 31, 2026, subject to the reporting person's continued service through such date.

Remarks:

	/s/ Timothy J. Earnshaw	02/12/2026
	** 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 transactions did EPRT executive Timothy Earnshaw report?

Timothy Earnshaw reported acquiring 18,449 Essential Properties shares via a performance-based stock award. He simultaneously disposed of 3,128 shares at $31.91 per share for tax withholding, ending with 71,260 directly owned shares after these transactions.

How did Timothy Earnshaw acquire 18,449 EPRT shares?

He received 18,449 Essential Properties shares upon achieving performance criteria from 2023 performance-based restricted stock units. Half vested immediately upon certification of results, while the remaining half will vest on December 31, 2026, contingent on his continued service.

Why were 3,128 EPRT shares disposed of by Timothy Earnshaw?

The 3,128 Essential Properties shares were disposed of to satisfy tax liabilities related to the equity award. The transaction used a price of $31.91 per share and is coded as a tax-withholding disposition, not an open-market sale or discretionary trade.

What is Timothy Earnshaw’s EPRT share ownership after these transactions?

After the reported Form 4 transactions, Timothy Earnshaw directly owns 71,260 shares of Essential Properties common stock. This figure reflects both the 18,449-share performance award and the 3,128-share tax-withholding disposition recorded on February 10, 2026.

What vesting schedule applies to Earnshaw’s new EPRT performance shares?

Of the 18,449 performance-based shares, 50% vested immediately upon certification of performance achievement. The remaining 50% is scheduled to vest on December 31, 2026, provided Timothy Earnshaw remains in service through that vesting date.