CEO of Essential Properties (NYSE: EPRT) reports large stock awards

Rhea-AI Filing Summary

ESSENTIAL PROPERTIES REALTY TRUST, INC.’s President and CEO, Peter M. Mavoides, reported stock-based compensation activity involving the company’s common stock.

On February 10, 2026, he acquired 239,180 shares and 164,936 shares at $0 per share upon achievement of performance goals tied to awards granted in 2023 and 2022. For each award, 50% of the shares vested immediately after certification of performance, while the remaining 50% is scheduled to vest on December 31, 2026 and January 5, 2027, subject to continued service.

The filing also shows a disposition of 103,353 shares at $31.91 per share coded as a tax-withholding transaction, used to satisfy tax liabilities upon vesting. After these transactions, Mavoides directly owned 633,517 shares of Essential Properties common stock.

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

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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^*

Mavoides Peter M.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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)		239,180	A	$0	571,934	D
Common Stock	02/10/2026		A(2)		164,936	A	$0	736,870	D
Common Stock	02/10/2026		F		103,353	D	$31.91	633,517	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.

2. 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 2022, of which 50% were immediately vested upon certification of the achievement of the performance criteria and the remaining 50% will vest on January 5, 2027, subject to the reporting person's continued service through such date.

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 November 4, 2021.)

	/s/ Timothy J. Earnshaw, attorney-in-fact	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did EPRT’s CEO report in this filing?

The filing shows Peter M. Mavoides, President and CEO of ESSENTIAL PROPERTIES REALTY TRUST, INC., reported stock-based compensation transactions. He received performance-based stock awards and had shares withheld to cover taxes, changing his directly held common stock balance.

How many EPRT shares did the CEO acquire through performance awards?

The CEO acquired 239,180 shares from a 2023 performance-based restricted stock unit award and 164,936 shares from a 2022 award. Both grants were triggered by achievement of specified performance criteria and were reported at a price of $0 per share.

What are the vesting schedules for the CEO’s EPRT performance-based awards?

For each performance-based award, 50% of the shares vested immediately once achievement of performance criteria was certified. The remaining 50% is scheduled to vest on December 31, 2026 for the 2023 award and January 5, 2027 for the 2022 award, contingent on continued service.

Why were some EPRT shares disposed of at $31.91 in this report?

The filing reports a disposition of 103,353 EPRT common shares at $31.91 per share under transaction code F. This code indicates shares were withheld or delivered to cover tax obligations or exercise costs linked to the vesting of stock-based compensation.

How many EPRT shares does the CEO directly own after these transactions?

After all reported transactions on February 10, 2026, the CEO directly owned 633,517 shares of ESSENTIAL PROPERTIES REALTY TRUST, INC. common stock. This figure reflects both the newly vested performance-based shares and the shares disposed of to satisfy related tax liabilities.

What do the performance criteria mean for the CEO’s EPRT stock awards?

The performance-based restricted stock units vest only upon meeting specified performance criteria. Once those criteria are certified as achieved, half the shares vest immediately and half vest later, on dates in 2026 and 2027, assuming the CEO remains in service through those dates.