Essential Properties Realty Trust (EPRT) COO reports stock grant and tax share withholding

Rhea-AI Filing Summary

Essential Properties Realty Trust, Inc. Executive VP and COO Robert M. Jenkins reported equity compensation-related stock transactions. On 02/10/2026 he acquired 34,165 shares of common stock at $0 as part of a 2023 performance-based restricted stock unit award. Half of this award vested immediately upon achievement of performance criteria, and the remaining half is scheduled to vest on December 31, 2026, contingent on continued service. On the same day, 8,738 shares at $31.91 were withheld to cover tax obligations, leaving him with 55,827 shares of common stock directly owned.

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^*

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)
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	64,565	D
Common Stock	02/10/2026		F		8,738	D	$31.91	55,827	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 Robert M. Jenkins report?

Robert M. Jenkins reported receiving 34,165 shares of EPRT common stock as a performance-based equity award and having 8,738 shares withheld at $31.91 per share to cover taxes, resulting in 55,827 shares directly owned afterward.

Was the EPRT insider transaction a stock purchase or an equity award?

The EPRT transaction was an equity award, not an open-market purchase. Jenkins received 34,165 common shares at $0 tied to 2023 performance-based restricted stock units, reflecting compensation based on performance criteria rather than discretionary buying in the market.

How many EPRT shares does Robert M. Jenkins own after this Form 4?

After these transactions, Jenkins directly owns 55,827 EPRT common shares. This figure reflects the 34,165-share performance award minus 8,738 shares withheld for taxes on February 10, 2026, according to the reported Form 4 data.

What are the vesting terms of the EPRT performance-based restricted stock units?

The performance-based restricted stock units granted in 2023 vest in two parts. Fifty percent vested immediately upon certification that performance criteria were met, and the remaining 50% is scheduled to vest on December 31, 2026, subject to Jenkins’s continued service.

Why were 8,738 EPRT shares disposed of in the Form 4 filing?

The 8,738 EPRT shares were not sold in the open market. They were withheld at $31.91 per share to satisfy tax obligations associated with the vesting of the performance-based restricted stock units reported on February 10, 2026.

What role does Robert M. Jenkins hold at Essential Properties Realty Trust (EPRT)?

Robert M. Jenkins serves as Executive Vice President and Chief Operating Officer of Essential Properties Realty Trust. His Form 4 filing reflects stock compensation tied to this leadership role, including performance-based restricted stock units granted in 2023.