Essential Properties Realty Trust Announces $750M ATM Equity Offering

What Happened
On July 24, 2026, Essential Properties Realty Trust, Inc. (EPRT) and its Operating Partnership entered into an ATM Equity Offering Sales Agreement with a syndicate of banks and broker-dealers to offer and sell up to $750.0 million aggregate gross sales price of the company’s common stock. The company terminated its prior ATM program (originally effective October 25, 2024, amended April 28, 2025) at the time of this new agreement; $279.9 million of gross sales remained unsold under the prior program. Sales may occur as at-the-market transactions, negotiated or block trades, or via forward sale arrangements.

Key Details

• Aggregate capacity: up to $750.0 million of Common Stock offered through agents and/or forward purchasers.
• Prior program terminated: $279.9 million of unsold capacity remained under the prior ATM at termination.
• Fees: Agents’ commissions will not exceed 2.0% of gross sales price (may be lower); forward-sale compensation treated as a reduction to the forward price (up to 2.0%).
• Use of proceeds: the Company expects to contribute net proceeds to the Operating Partnership for general corporate purposes, which may include repaying or repurchasing debt, working capital, capital expenditures and future investments.
• Mechanics: the company may sell shares directly to agents as principals or enter into forward sale agreements (physical or cash/net settlement options); any borrowed-share sales by forward purchasers will not provide proceeds to the company. The offering is being made pursuant to a prospectus supplement dated July 24, 2026 under the company’s Form S-3 shelf (Reg. No. 333-280265).

Why It Matters
This new ATM program gives EPRT a flexible, on-demand way to raise equity capital (up to $750M) depending on market conditions and corporate needs. For investors, any sales under the program can dilute existing shareholders as new shares are issued; the timing, amount and pricing of actual sales are at the company’s discretion and will affect dilution and cash inflows. Proceeds are targeted to strengthen the partnership’s balance sheet and support growth or debt reduction, while commissions and forward-sale mechanics can affect net proceeds and settlement timing.