Mavoides Peter M. 4

What Happened

• Peter M. Mavoides, President & CEO and Director of Essential Properties Realty Trust (EPRT), was awarded a total of 404,116 performance-based restricted stock units (RSUs) that were recorded as acquired on 2026-02-10. Concurrently, 103,353 shares were surrendered/withheld to satisfy tax withholding obligations at a per-share value of $31.91, a total tax withholding value of $3,297,994.
• The awards were recorded at $0.00 per share (typical for RSU vesting). The withholding (reported as a disposition with code F) is not an open-market sale but a tax payment related to the RSU vesting.

Key Details

• Transaction date: 2026-02-10 (reported on Form 4 filed 2026-02-12; filing appears timely).
• Awarded (code A): 239,180 shares @ $0.00 and 164,936 shares @ $0.00 (total 404,116 RSUs acquired).
• Withheld for taxes (code F): 103,353 shares disposed @ $31.91 = $3,297,994.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: F1 = 2023 performance RSUs (50% vested immediately on certification; remaining 50% vests 12/31/2026 subject to continued service). F2 = 2022 performance RSUs (50% vested immediately on certification; remaining 50% vests 1/5/2027 subject to continued service).
• Administrative note: Exhibit 24.1 (Power of Attorney) referenced in the filing.

Context

• These transactions reflect performance-based RSU vesting (an award), not an open-market sale. The withholding of shares to cover taxes is a common administrative step when RSUs vest and does not necessarily indicate a decision to sell holdings for investment reasons.
• The filing shows award acquisition and tax withholding; there is no indication here of new open-market purchases or a 10b5-1 plan.