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Essential Properties (NYSE: EPRT) director granted OP and LTIP Units as equity retainer

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

ESSENTIAL PROPERTIES REALTY TRUST, INC. director Stephen D. Sautel reported acquiring additional equity-based interests in the company’s operating partnership as compensation. On May 13, 2026, he received 2,938 OP Units, representing an equivalent number of common shares on a one-to-one exchange basis, at a reference value of $31.27 per unit. In a separate award the same day, he received 3,837 LTIP Units, a special class of OP Units granted under the company’s Long-Term Incentive Plan in lieu of $87,500 of cash board retainer fees, with a 5% premium for electing equity. These LTIP Units vest ratably based on continued board service and convert into OP Units upon vesting, and the OP Units are then redeemable for cash or, at the company’s election, exchanged into common stock.

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Insights

Director received routine equity compensation in OP/LTIP Units, not open-market purchases or sales.

Director Stephen D. Sautel acquired 2,938 OP Units and 3,837 LTIP Units in connection with board service for ESSENTIAL PROPERTIES REALTY TRUST, INC. These are partnership and incentive units linked economically to common stock, not cash-settled bonuses.

The footnotes state the LTIP Units were taken in lieu of a $87,500 cash retainer with a 5% premium, a common REIT practice to align director pay with shareholders. Awards vest over time, contingent on continued board service, which supports longer-term alignment rather than signaling a directional trading view.

Because there are no open-market buys or sales and no large ownership change, this filing is best viewed as routine compensation disclosure. Subsequent company filings may provide additional detail on aggregate equity-based compensation across the board, but this individual award is modest and mechanically determined by the plan’s terms.

Insider Sautel Stephen D
Role null
Type Security Shares Price Value
Grant/Award OP Units 3,837 $0.00 --
Grant/Award OP Units 2,938 $31.27 $92K
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. The reporting person elected to receive these LTIP Units in lieu of cash retainer fees equal to $87,500. The Company's Long-Term Incentive Plan provides for a 5% premium for directors who elect equity in lieu of cash.
OP Units granted 2,938 OP Units Grant to director on May 13, 2026
LTIP Units granted 3,837 LTIP Units Special class of OP Units granted on May 13, 2026
Reference price per OP Unit $31.27 per OP Unit Valuation used for 2,938 OP Units award
Cash fees foregone $87,500 Cash retainer replaced by LTIP Units
Equity election premium 5% premium Bonus for electing equity instead of cash
OP Unit to stock ratio 1:1 exchange ratio Each OP Unit may be exchanged for one common share
OP Units financial
"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"
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.
vest ratably financial
"These LTIP Units vest ratably on the earlier of (i) the first anniversary of the date of grant"
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 4UNITED 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*
Sautel Stephen D
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
OP Units(1)(2)(1)(2)05/13/2026A3,837(2) (1)(2)(3) (3)Common Stock3,837(1)(2)$03,837D
OP Units(1)(2)(1)(2)05/13/2026A2,938(2) (1)(2)(3) (3)Common Stock2,938(1)(2)$31.27(4)6,775D
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.
4. The reporting person elected to receive these LTIP Units in lieu of cash retainer fees equal to $87,500. The Company's Long-Term Incentive Plan provides for a 5% premium for directors who elect equity in lieu of cash.
Remarks:
Exhibit 24.1 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24.1 to the Form 4 filed by the reporting person on May 26, 2021.)
/s/ Timothy J. Earnshaw, attorney-in-fact05/15/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did EPRT director Stephen D. Sautel report in this Form 4?

Stephen D. Sautel reported receiving equity-based awards, not market trades. He acquired 2,938 OP Units and 3,837 LTIP Units of Essential Properties’ operating partnership as part of his director compensation, tied economically to the company’s common stock through exchange and redemption features.

Are the EPRT Form 4 transactions open-market purchases or sales?

No, these transactions are compensation-related awards, not open-market trades. Both entries use transaction code A, described as grants or awards, indicating routine equity compensation to the director rather than discretionary buying or selling of Essential Properties Realty Trust, Inc. stock.

How many OP Units and LTIP Units did Sautel receive at EPRT?

He received 2,938 OP Units and 3,837 LTIP Units. Each LTIP Unit represents a contingent right to one OP Unit upon vesting, and each OP Unit can be redeemed for cash or exchanged into one share of Essential Properties common stock, subject to adjustments.

How are the EPRT LTIP Units valued and structured for Sautel?

The LTIP Units were elected in lieu of $87,500 of cash retainer fees, with a 5% premium for choosing equity. Each LTIP Unit is a special class of OP Unit under the Long-Term Incentive Plan, vesting ratably based on continued board service and tax allocation conditions.

When do the EPRT LTIP Units reported by Sautel vest?

The LTIP Units vest ratably on the earlier of the first anniversary of the grant date or the first annual stockholder meeting after grant. Vesting is conditioned on Sautel’s continued service on Essential Properties’ board of directors through the applicable vesting date.

What is the relationship between EPRT OP Units and common stock?

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