ESSENTIAL PROPERTIES REALTY TRUST, INC. 8-K

What Happened

• Essential Properties Realty Trust, Inc. (EPRT) and its Operating Partnership entered into an underwriting agreement (dated Feb 17, 2026) with BofA Securities, Mizuho, Truist and Wells Fargo as lead underwriters. The offering closed on February 19, 2026.
• Under the deal, 12,499,999 shares of EPRT common stock were sold on a forward basis (this includes 1,630,434 shares related to the underwriters’ option, which was exercised in full). Forward sellers borrowed and sold these shares on Feb 19, 2026; the Company intends to physically settle the forward sale by delivering those shares for cash proceeds on one or more dates no later than Feb 17, 2028.

Key Details

• Total shares: 12,499,999 (includes 1,630,434 shares from exercised option).
• Agreements executed: Underwriting Agreement (Feb 17, 2026) and multiple Forward Sale/Confirmation agreements (Feb 17–18, 2026).
• Settlement: Physical settlement expected by Feb 17, 2028; Company may elect cash or net‑share settlement subject to conditions.
• Use of proceeds: Company will contribute net proceeds to the Operating Partnership for limited partnership units; Operating Partnership will use proceeds for general corporate purposes, including potential future investments.
• Offering made under the Company’s effective automatic shelf registration on Form S-3 (File No. 333-280265).

Why It Matters

• This transaction provides EPRT and its Operating Partnership with a committed source of capital that can fund general corporate needs and potential investments without immediate dilution to outstanding shares (settlement occurs up to two years later and may be cash‑settled).
• Investors should note the size and structure (forward sale) because final dilution and timing depend on settlement choices and market conditions through the settlement date.