What is the nature of the 95-share adjustment reported by EPRT?

The 95-share increase represents an adjustment to performance-based RSUs granted in 2023. It compensates Earnshaw for quarterly dividends paid to stockholders for the second quarter of 2026 under the RSU award terms.

Essential Properties (NYSE: EPRT) officer gets 95-share RSU dividend adjustment

Q: What insider transaction did EPRT report for Timothy J. Earnshaw?

Timothy J. Earnshaw received an award adjustment of 95 Common Stock shares on July 14, 2026. It relates to performance-based RSUs granted in 2023 and reflects dividend equivalents for the second quarter of 2026.

Q: Was the EPRT insider transaction an open-market purchase or a grant?

The transaction was a grant/award acquisition , not an open-market purchase. The 95 shares were credited at a price of $0.0000 per share as an adjustment under an existing RSU award agreement.

Q: When will the performance-based RSUs referenced in the EPRT Form 4 vest?

The performance-based RSUs underlying this 95-share adjustment are scheduled to vest on December 31, 2026 . The added shares reflect dividend equivalents credited ahead of that vesting date.

Q: Did EPRT’s insider transaction involve any derivative securities?

The reported transaction concerns Common Stock , but the footnote ties it to performance-based RSUs granted in 2023. No new derivative security transactions were listed in this report’s derivative section.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Essential Properties Realty Trust, Inc. reported that SVP, CAO & Treasurer Timothy J. Earnshaw acquired 95 shares of Common Stock on July 14, 2026 through a grant/award adjustment. The footnote explains this reflects an increase in shares subject to performance-based RSUs granted in 2023, tied to quarterly dividends for the second quarter of 2026, which are scheduled to vest on December 31, 2026. Following this adjustment, Earnshaw directly holds 71,444 shares of Common Stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Earnshaw Timothy J

Role SVP, CAO & Treasurer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	95	$0.00	--

Holdings After Transaction: Common Stock — 71,444 shares (Direct)

Footnotes (1)

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Key Figures

Shares acquired: 95 shares of Common Stock Price per share: $0.0000 per share Post-transaction holdings: 71,444 shares +1 more

4 metrics

Shares acquired 95 shares of Common Stock Grant/award acquisition on July 14, 2026 as an RSU-related adjustment

Price per share $0.0000 per share Reported transaction price for the 95-share grant/award acquisition

Post-transaction holdings 71,444 shares Total Common Stock held directly by Timothy J. Earnshaw after the transaction

RSU vesting date December 31, 2026 Vesting date for the performance-based RSUs adjusted for Q2 2026 dividends

Key Terms

performance-based RSUs, quarterly dividends, underlying award agreement

3 terms

performance-based RSUs financial

"Represents an adjustment to the shares subject to performance-based RSUs granted in 2023"

Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.

quarterly dividends financial

"in connection with the payment of quarterly dividends to stockholders for the second quarter"

underlying award agreement financial

"pursuant to the terms and conditions of the underlying award agreement"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/15/2026 - 04:54 PM Accepted by SEC EDGAR 07/15/2026 - 04:54 PM

FAQ

What insider transaction did EPRT report for Timothy J. Earnshaw?

Timothy J. Earnshaw received an award adjustment of 95 Common Stock shares on July 14, 2026. It relates to performance-based RSUs granted in 2023 and reflects dividend equivalents for the second quarter of 2026.

Was the EPRT insider transaction an open-market purchase or a grant?

The transaction was a grant/award acquisition, not an open-market purchase. The 95 shares were credited at a price of $0.0000 per share as an adjustment under an existing RSU award agreement.

How many EPRT shares does Timothy J. Earnshaw hold after this transaction?

After the July 14, 2026 adjustment, Timothy J. Earnshaw directly holds 71,444 shares of Essential Properties Realty Trust, Inc. Common Stock. This total reflects the additional 95 shares credited under the performance-based RSU award.

When will the performance-based RSUs referenced in the EPRT Form 4 vest?

The performance-based RSUs underlying this 95-share adjustment are scheduled to vest on December 31, 2026. The added shares reflect dividend equivalents credited ahead of that vesting date.

Did EPRT’s insider transaction involve any derivative securities?

The reported transaction concerns Common Stock, but the footnote ties it to performance-based RSUs granted in 2023. No new derivative security transactions were listed in this report’s derivative section.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Earnshaw Timothy J

(Last)

(First)

(Middle)

5 VAUGHN DRIVE

SUITE 202

(Street)

PRINCETON

NEW JERSEY

08540

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	SVP, CAO & Treasurer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/14/2026		A⁽¹⁾		95	A	$0	71,444	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents an adjustment to the shares subject to performance-based RSUs granted in 2023 which will vest on December 31, 2026 in connection with the payment of quarterly dividends to stockholders for the second quarter of 2026 pursuant to the terms and conditions of the underlying award agreement.

Remarks:

	/s/ Timothy J. Earnshaw	07/15/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR