CEO awarded 63,391 OP Units at Essential Properties (NYSE: EPRT)

Rhea-AI Filing Summary

Mavoides Peter M. reported acquisition or exercise transactions in this Form 4 filing.

ESSENTIAL PROPERTIES REALTY TRUST, INC. reported that President and CEO Peter M. Mavoides was granted 63,391 OP Units on January 18, 2026 at a price of $0.00 per unit. Following this equity award, his directly held OP Units total 115,508.

The OP Units are issued by Essential Properties, L.P. and can be redeemed for cash or, at the company’s election, exchanged one-for-one into common stock, subject to anti-dilution adjustments. The grant is structured as LTIP Units that vest in four equal annual installments on the first through fourth anniversaries of January 18, 2026, contingent on continued employment and certain tax allocation conditions.

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

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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)

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)

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

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		63,391(2)		(1)(2)(3)	(3)	Common Stock	63,391(1)(2)	$0	115,508	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 4 filed by the reporting person on November 4, 2021.)

	/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.
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FAQ

What insider transaction did EPRT report for CEO Peter M. Mavoides?

EPRT reported that CEO Peter M. Mavoides received a grant of 63,391 OP Units at $0.00 per unit. After this equity award, his directly held OP Units increased to 115,508, reflecting stock-based compensation rather than an open-market purchase or sale.

What are OP Units in Essential Properties Realty Trust (EPRT)?

OP Units are limited partnership units issued by Essential Properties, L.P., through which EPRT holds most assets and runs operations. They can be redeemed for cash or, at the company’s election, exchanged one-for-one into EPRT common stock, subject to anti-dilution adjustments in the future.

How do the LTIP Units granted to EPRT’s CEO vest?

The LTIP Units granted to EPRT’s CEO vest in four equal annual installments on the first, second, third and fourth anniversaries of January 18, 2026. Vesting requires the CEO to remain employed and is conditioned on minimum capital account allocations for tax purposes.

Is there an expiration date for EPRT’s LTIP Units and OP Units?

According to the disclosure, there is no expiration date for EPRT’s LTIP Units or OP Units. Once granted, they remain outstanding subject to vesting conditions, potential redemption for cash, or exchange into common stock at the company’s election based on the partnership agreement.

What does the 63,391 OP Unit grant mean for EPRT’s CEO ownership?

The 63,391 OP Unit grant increases the CEO’s directly held OP Units to 115,508. These units align his compensation with EPRT’s long-term performance, as they can later convert into OP Units and potentially into common stock if redemption or exchange rights are exercised.

Are the newly granted LTIP Units at EPRT immediately convertible into OP Units?

Each LTIP Unit represents a contingent right to receive one OP Unit upon vesting. Conversion requires both satisfaction of vesting schedules and minimum capital account allocations for federal tax purposes, meaning the LTIP Units do not immediately function as regular OP Units until those conditions are met.