EPRT (EPRT) COO receives 12,678 LTIP OP Units with multi-year vesting

Rhea-AI Filing Summary

ESSENTIAL PROPERTIES REALTY TRUST, INC. reported that Executive VP and COO Robert M. Jenkins acquired a grant of 12,678 OP Units of Essential Properties, L.P. as a derivative award. Following this award, his direct holdings in these units total 20,495 OP Units.

The award represents a special class of OP Units known as LTIP Units, issued under the company’s Long-Term Incentive Plan. Each LTIP Unit is a contingent right to receive one OP Unit, and these LTIP Units vest in four equal installments on the first, second, third and fourth anniversaries of January 18, 2026, subject to his continued employment. OP Units are redeemable for cash or, at the company’s election, exchangeable into common stock on a one-to-one basis, subject to anti-dilution adjustments.

Insights

Equity Compensation Analyst

Equity award grants LTIP-based OP Units to EPRT’s COO.

The filing shows the COO receiving a grant of 12,678 LTIP Units, which convert into OP Units upon vesting. This is part of the Long-Term Incentive Plan and was awarded at a price of 0.0000 per unit, indicating a compensatory, not purchased, grant.

The LTIP Units vest in four equal tranches on the first through fourth anniversaries of January 18, 2026, conditioned on continued employment. Because OP Units can be redeemed for cash or exchanged for common stock on a one-to-one basis, this award further aligns the COO’s incentives with unitholder and shareholder value over the multi-year vesting period.

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^*

Jenkins Robert M

(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)
	Executive VP and COO

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		12,678(2)		(1)(2)(3)	(3)	Common Stock	12,678(1)(2)	$0	20,495	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:

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 March 6, 2024.)

	/s/ Timothy J. Earnshaw, attorney-in-fact	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 EPRT report for Robert M. Jenkins?

ESSENTIAL PROPERTIES REALTY TRUST, INC. reported that COO Robert M. Jenkins received a grant of 12,678 LTIP Units tied to OP Units. After this equity award, his direct holdings increased to 20,495 OP Units in the operating partnership.

What are OP Units in the EPRT Form 4 filing?

OP Units are limited partnership interests in Essential Properties, L.P., through which the company holds most assets and operations. They are redeemable for cash or, at the company’s election, exchangeable one-for-one into common stock, subject to anti-dilution adjustments described in the filing.

How do EPRT LTIP Units granted to the COO vest?

The LTIP Units vest ratably on the first, second, third, and fourth anniversaries of January 18, 2026. Vesting is conditioned on the executive’s continued employment, and each LTIP Unit then represents the right to receive one OP Unit upon satisfying tax allocation conditions.

What is the size of the LTIP Unit award reported by EPRT?

The filing states that 12,678 LTIP Units linked to OP Units were granted to the COO. These units were awarded at a stated price of $0.0000 per unit, reflecting a compensatory equity incentive rather than an open-market purchase of partnership interests.

Can EPRT OP Units from LTIP awards be converted into common stock?

Yes. The filing explains that OP Units are redeemable for cash or, at the company’s election, exchangeable for shares of common stock at a one-to-one ratio. This conversion feature is subject to anti-dilution adjustments set out in the operating partnership agreement.