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

Rhea-AI Filing Summary

On July 14, 2025, Robert M. Jenkins, Executive VP & COO of Essential Properties Realty Trust (EPRT), automatically acquired 84 common shares at $0 under a dividend-equivalent adjustment to performance-based RSUs granted in 2022. The award, which will vest on December 31, 2025, raises his direct holding to 35,367 shares. No sales or derivative transactions were reported, and the filing contains no cash consideration or new option grants.

Insights

Financial Analyst

TL;DR: Immaterial insider buy linked to dividend equivalents; neutral market signal.

The 84-share increase is purely mechanical, reflecting the RSU plan’s dividend-equivalent feature rather than discretionary purchasing. Total ownership moved from 35,283 to 35,367 shares, a 0.24% change—well below any threshold likely to influence valuation or sentiment. Because no open-market cash was deployed and vesting remains contingent on 2022 performance metrics, I view the event as non-impactful to EPRT’s capital structure or float.

Corporate Governance Expert

TL;DR: Routine Form 4; consistent with standard equity incentive policies.

The transaction discloses compliance with Section 16 reporting and highlights EPRT’s use of dividend-protected performance RSUs—a common REIT practice to align executives with shareholders. No red flags emerge: the adjustment is formulaic, the power of attorney is on file, and filing timeliness is within two days. Governance risk unchanged.

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).

1. Name and Address of Reporting Person^*

Jenkins Robert 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP and COO

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)		84	A	$0	35,367	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

How many EPRT shares did Robert M. Jenkins acquire on July 14, 2025?

He received 84 common shares via an automatic RSU dividend-equivalent adjustment.

What is Robert M. Jenkins’s total direct ownership after the transaction?

Following the adjustment, he directly owns 35,367 EPRT shares.

Was cash paid for the newly acquired shares?

No. The shares were issued at $0 cost as part of the RSU plan.

When will the related RSUs vest?

The performance-based RSUs are scheduled to vest on December 31, 2025.

Did the filing report any share sales by the executive?

No. The Form 4 lists only an acquisition; there were no dispositions or derivative exercises.