ESSENTIAL PROPERTIES REALTY TRUST, INC.·4

May 15, 4:08 PM ET

ESTES SCOTT A 4

4 · ESSENTIAL PROPERTIES REALTY TRUST, INC. · Filed May 15, 2026

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Essential Properties (EPRT) Director Scott A. Estes Receives Award

What Happened
Scott A. Estes, a director of Essential Properties Realty Trust, Inc. (EPRT), was granted 3,837 LTIP Units (a derivative award) on May 13, 2026. The units were reported as acquired at $0.00 per unit (total $0) and are recorded as a derivative interest (OP Units/LTIP Units), not immediate shares of common stock.

Key Details

  • Transaction type: Award/Grant (Form 4 code A); derivative security (LTIP Units convertible to OP Units).
  • Date of transaction: 2026-05-13; Form 4 filed: 2026-05-15 (reported within the typical two-business-day window).
  • Quantity and price: 3,837 LTIP Units @ $0.00 (no cash paid).
  • Shares owned after transaction: not specified in the reported transaction (filing does not list total holdings post-grant).
  • Footnote highlights:
    • OP Units are limited partnership units of Essential Properties, L.P., redeemable for cash or exchangeable for common stock on a 1:1 basis (subject to anti-dilution adjustments).
    • LTIP Units represent contingent rights to receive OP Units upon vesting and are conditioned on certain tax capital account allocations.
    • Vesting: LTIP Units vest ratably on the earlier of (i) the first anniversary of the grant or (ii) the first annual meeting after grant, provided continued board service. There is no expiration date.
  • Exhibit noted: Power of Attorney (Exhibit 24.1) incorporated by reference.

Context
This was a grant of long-term incentive units (derivative awards), not an open-market purchase or sale of common stock. Such awards are common for board compensation and vest over time; they do not represent immediately tradable shares unless and until they vest and are exchanged/redeemed per the partnership agreement. The filing appears timely (transaction 5/13, Form 4 filed 5/15).

Insider Transaction Report

Form 4
Period: 2026-05-13
Transactions
  • Award

    OP Units

    [F1][F2][F3]
    2026-05-13+3,8373,837 total
    Common Stock (3,837 underlying)
Footnotes (3)
  • [F1]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.
  • [F2]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.
  • [F3]These LTIP Units vest ratably on the earlier of (i) the first anniversary of the date of grant and (ii) the first annual meeting of the Company's stockholders that occurs after the date of grant, subject to the reporting person's continued service on the Company's board of directors through the vesting date. There is no expiration date for the LTIP Units or OP Units.
Signature
/s/ Timothy J. Earnshaw, attorney-in-fact|2026-05-15

Documents

1 file
  • 4
    wk-form4_1778875706.xmlPrimary

    FORM 4