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Essential Properties' Earnshaw acquires 118 shares

The award adjustment relates to performance-based RSUs scheduled to vest on December 31, 2026.

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Form Type
4

Rhea-AI Filing Summary

Essential Properties Realty Trust, Inc. (EPRT) reported an award-related acquisition of 118 shares of common stock by SVP, CAO & Treasurer Timothy J. Earnshaw on October 14, 2026. The transaction represents an adjustment to shares subject to performance-based RSUs granted in 2023. Those RSUs will vest on December 31, 2026, in connection with quarterly dividends to stockholders for the third quarter of 2026. Earnshaw’s direct holdings following the transaction were 71,562 shares.

Insider Earnshaw Timothy J
Role SVP, CAO & Treasurer
Type Security Shares Price Value
Grant/Award Common Stock F1 118 $0.00 $0.00
Holdings After Transaction: Common Stock — 71,562 shares (Direct)
Footnotes (1)
  1. F1. 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 third quarter of 2026 pursuant to the terms and conditions of the underlying award agreement.
Award-related share adjustment 118 shares Reported October 14, 2026; adjustment to shares subject to performance-based RSUs
Direct shares held after transaction 71,562 shares Timothy J. Earnshaw’s reported position following the transaction
RSU grant year 2023 Performance-based RSUs
RSU vesting date December 31, 2026 Performance-based RSUs
Dividend period third quarter of 2026 Quarterly dividends to stockholders associated with the RSU adjustment
performance-based RSUs financial
"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.
RSUs financial
"which will vest on December 31, 2026"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
award agreement financial
"pursuant to the terms and conditions of the underlying award agreement"
An award agreement is a legal contract that spells out the terms of a pay or equity grant—such as stock options, restricted shares, or cash bonuses—given to an employee, director or consultant. It describes what is being granted, any conditions for keeping it (for example, earning it over time or meeting performance targets), and what happens if the person leaves or breaks rules. Investors care because these agreements affect company costs, potential share dilution and how executives are motivated and rewarded.

FAQ

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How many EPRT shares did Timothy J. Earnshaw acquire?

Timothy J. Earnshaw reported an award-related acquisition of 118 shares of EPRT common stock on October 14, 2026. The transaction reflects an adjustment to shares subject to performance-based RSUs granted in 2023.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, CAO & Treasurer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock10/14/2026A(1)118A$071,562D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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 third quarter of 2026 pursuant to the terms and conditions of the underlying award agreement.
Remarks:
/s/ Timothy J. Earnshaw10/16/2026
** Signature of Reporting PersonDate
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)

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