[Form 4] Essential Properties Realty Trust, Inc. Insider Trading Activity

Rhea-AI Filing Summary

XCF Global, Inc. (NASDAQ: SAFX) filed an 8-K disclosing two related amendments executed on July 10 2025:

• Amendment No. 1 to a Promissory Note (originally dated May 30 2025) among Focus Impact BH3 NewCo, Inc. (borrower), Helena Global Investment Opportunities I Ltd ("Helena") and Randall Soule. In exchange for a $2,249,771.14 cash payment from Helena, the Company and Soule waived Helena’s obligation to return certain Class A common shares that had been subject to Section 11.2 of the original note.
• Soule Amendment to Share Issuance Agreement (dated May 30 2025) under which Soule will return unspecified Class A shares to the Company for cancellation.

Because Amendment No. 1 alters the payment terms, the disclosure is also reported under Item 2.03 (creation of a direct financial obligation). Forms of both amendments are attached as Exhibits 10.1 and 10.2.

Key take-aways for investors:

• The Company receives $2.25 million in cash, enhancing near-term liquidity.
• The waiver means Helena retains shares that would otherwise have been returned, potentially maintaining share count higher than previously expected.
• Soule’s return of shares partly offsets the dilution, but the precise number of shares affected is not disclosed in the filing.

Positive

• $2,249,771.14 cash payment from Helena improves XCF Global’s short-term liquidity without new equity issuance.
• Soule’s agreement to return shares for cancellation could reduce outstanding share count and mitigate dilution.

Negative

• Waiver of Helena’s obligation to return shares means those shares remain outstanding, potentially increasing dilution versus prior expectations.
• The filing does not disclose the exact number of shares involved, limiting investors’ ability to quantify impact.

Insights

Financial Analyst

TL;DR: Cash inflow strengthens liquidity but waived share return may cap upside via dilution.

The $2.25 million payment is modest yet meaningful for a small-cap issuer, improving cash resources without new debt. However, by waiving Helena’s obligation to return stock, the Company forgoes a chance to cut shares outstanding, which could temper EPS accretion from future earnings. The Soule Amendment offsets this somewhat, but with no share count specified, the net dilution effect is uncertain. Overall, the event is marginally positive for liquidity and neutral-to-slightly negative for equity structure, leaving the impact balanced.

Corporate Governance Expert

TL;DR: Amendments resolve prior contractual frictions; transparency adequate, impact limited.

The Company tidies up two May 30 agreements, signaling active management of counterparty relationships. Accepting cash in lieu of share return simplifies enforcement risk, while requiring Soule to surrender shares demonstrates board attention to alignment. Governance disclosure is thorough, attaching full agreements. Nevertheless, investors lack visibility into the exact share quantities, restricting assessment of dilution and insider influence. From a governance lens, the filing is transparent but only moderately impactful.

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).

1. Name and Address of Reporting Person^*

Peil A Joseph

(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)
	Executive VP and CIO

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2025

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	07/14/2025		A(1)		109	A	$0	76,699	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 2022 which will vest on December 31, 2025 in connection with the payment of quarterly dividends to stockholders for the second quarter of 2025 pursuant to the terms and conditions of the underlying award agreement.

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	07/15/2025
	** 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 agreements did XCF Global (SAFX) amend on July 10, 2025?

The company amended a May 30 Promissory Note (Exhibit 10.1) and a May 30 Share Issuance Agreement with Randall Soule (Exhibit 10.2).

How much did Helena Global Investment Opportunities I Ltd pay under Amendment No. 1?

Helena paid $2,249,771.14 in cash to XCF Global and Soule.

Will XCF Global’s Class A share count change after these amendments?

Helena will keep its shares, but Randall Soule has agreed to return certain shares for cancellation; specific quantities were not disclosed.

Which Form 8-K items were triggered by this filing?

Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation).

When were the original agreements that are now amended signed?

Both the Promissory Note and the Share Issuance Agreement were originally executed on May 30 2025.