Essential Properties (EPRT) officer awarded 34,165 shares; 8,738 withheld

Rhea-AI Filing Summary

Essential Properties Realty Trust executive Peil A Joseph reported equity compensation activity. On 02/10/2026, he acquired 34,165 shares of common stock at $0 under performance-based restricted stock units granted in 2023. Half of this award vested immediately, and the remaining 50% is scheduled to vest on December 31, 2026, contingent on continued service.

On the same date, 8,738 shares were disposed of at $31.91 per share to cover tax obligations, leaving him with 96,182 shares of common stock held directly after these transactions.

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^*

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)
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)		34,165	A	$0	104,920	D
Common Stock	02/10/2026		F		8,738	D	$31.91	96,182	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.

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	02/12/2026
	** 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).
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FAQ

What insider transactions did EPRT executive Peil A Joseph report?

Peil A Joseph reported an equity award and related tax withholding. He acquired 34,165 Essential Properties Realty Trust (EPRT) common shares at $0 from performance-based restricted stock units, and 8,738 shares were disposed of at $31.91 to satisfy tax obligations, leaving 96,182 shares directly owned.

How many EPRT shares does Peil A Joseph own after this Form 4 filing?

After the reported transactions, Peil A Joseph holds 96,182 shares of Essential Properties Realty Trust common stock directly. This reflects the 34,165-share award on February 10, 2026, and the disposition of 8,738 shares at $31.91 for tax withholding purposes on the same date.

What type of equity award did the EPRT officer receive on February 10, 2026?

The officer received shares from performance-based restricted stock units granted in 2023. Achievement of performance criteria triggered issuance of 34,165 common shares, with 50% vesting immediately and the remaining 50% scheduled to vest on December 31, 2026, subject to his continued service.

Why were 8,738 shares of EPRT common stock disposed of in this Form 4?

The 8,738 shares were disposed of to pay tax liabilities associated with the equity award. The transaction used a price of $31.91 per share and is coded as a tax-withholding disposition, not an open-market sale, while the officer continues to hold shares directly afterward.

What role does Peil A Joseph hold at Essential Properties Realty Trust (EPRT)?

Peil A Joseph serves as Executive Vice President and Chief Investment Officer of Essential Properties Realty Trust. The Form 4 reflects his officer status and reports non-derivative transactions in the company’s common stock tied to performance-based restricted stock unit compensation.