Essential Properties (NYSE: EPRT) grants 12,678 OP Units to EVP and CIO

Rhea-AI Filing Summary

Peil A Joseph reported acquisition or exercise transactions in this Form 4 filing.

ESSENTIAL PROPERTIES REALTY TRUST, INC. Executive VP and CIO A. Joseph Peil reported an award of 12,678 OP Units on February 20, 2026. These are derivative securities of Essential Properties, L.P., the operating partnership through which the company holds most of its assets and conducts operations.

The OP Units were granted at $0.00 per unit, increasing Peil’s directly held OP Units to 20,495 units after the transaction. Footnotes explain that a special class of OP Units, called LTIP Units, represents a contingent right to receive one OP Unit upon vesting, subject to tax-related capital account conditions.

The LTIP Units vest in four equal installments on the first, second, third, and fourth anniversaries of January 18, 2026, conditioned on Peil’s continued employment with the company through each vesting date. The disclosure notes that there is no expiration date for either the LTIP Units or the OP Units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Peil A Joseph

Role Executive VP and CIO

Type	Security	Shares	Price	Value
Grant/Award	OP Units	12,678	$0.00	--

Holdings After Transaction: OP Units — 20,495 shares (Direct)

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 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Peil A Joseph

(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)

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

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		12,678(2)		(1)(2)(3)	(3)	Common Stock	12,678(1)(2)	$0	20,495	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 3 filed by the reporting person on March 6, 2024.)

	/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.
* 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.
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FAQ

What insider transaction did EPRT executive A. Joseph Peil report?

A. Joseph Peil reported receiving an award of 12,678 OP Units on February 20, 2026. These derivative units were granted at $0.00 per unit and increased his directly held OP Units to 20,495, reflecting equity-based compensation rather than an open-market purchase.

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

OP Units are limited partnership interests in Essential Properties, L.P., the operating partnership of Essential Properties Realty Trust, Inc. They are redeemable for cash or, at the company’s election, exchangeable one-for-one for EPRT common stock, subject to anti-dilution adjustments described in the partnership documents.

How do EPRT LTIP Units relate to OP Units for A. Joseph Peil?

Each LTIP Unit represents a contingent right to receive one OP Unit upon vesting. Vesting depends on minimum capital account allocations for tax purposes. Once those conditions are met and vesting occurs, each LTIP Unit converts into one OP Unit of Essential Properties, L.P. for the reporting person.

What is the vesting schedule for A. Joseph Peil’s EPRT LTIP Units?

The LTIP Units vest ratably over four years beginning from January 18, 2026. Vesting occurs in equal installments on the first, second, third, and fourth anniversaries of that date, contingent on Peil’s continued employment with Essential Properties Realty Trust, Inc. through each applicable vesting date.

Do the EPRT LTIP Units or OP Units reported have an expiration date?

The filing states that the LTIP Units and the related OP Units have no expiration date. They remain outstanding subject to their governing documents, including vesting conditions for LTIP Units and redemption or exchange features for OP Units held by the reporting person.

Can the OP Units reported by A. Joseph Peil be exchanged for EPRT common stock?

Yes. The OP Units are redeemable for cash or, at Essential Properties Realty Trust, Inc.’s election, exchangeable for shares of its common stock. The exchange occurs at a one-to-one ratio and is subject to anti-dilution adjustments specified in the operating partnership’s governing documents.