ESSENTIAL PROPERTIES REALTY TRUST, INC. 8-K/A

What Happened
Essential Properties Realty Trust, Inc. (EPRT) filed an amendment to a prior Form 8‑K to disclose the terms of an employment agreement with Executive Vice President and Chief Financial Officer Robert W. Salisbury, effective May 7, 2026. The agreement runs initially through May 7, 2030 with automatic one‑year extensions unless either party gives notice. Salisbury’s base salary is at least $475,000 and his target annual bonus is 125% of base salary; he remains eligible for the company’s long‑term incentive program subject to the Compensation Committee’s approval.

Key Details

• Employment agreement effective May 7, 2026; initial term through May 7, 2030 with automatic one‑year extensions.
• Base salary: not less than $475,000 per year. Target Annual Performance Bonus: 125% of Base Salary.
• Severance if terminated by the company without “Cause” or by Salisbury for “Good Reason”: generally 2x (Base Salary + average annual bonus paid over prior 3 years); if termination occurs within 24 months after a Change in Control, severance is 3x (Base Salary + target bonus), payable over 24 months (or 36 months if in the CIC Period).
• Additional termination benefits: pro rata annual bonus (or target if in CIC Period), up to 18 months continued health coverage, accelerated vesting of outstanding equity awards (payable within 60 days).
• Restrictive covenants: 12‑month non‑compete and non‑solicit after termination, plus confidentiality and non‑disparagement obligations.
• Exhibit filed: Employment Agreement (Exhibit 10.1); amendment filed May 8, 2026 (original appointment disclosed Dec 17, 2025; effective Jan 1, 2026).

Why It Matters
This filing formalizes the CFO’s multi‑year compensation and severance protections, aligning his pay with performance (large target bonus and equity participation) while establishing meaningful post‑termination protections for Salisbury. For investors, the agreement signals management retention efforts and potential future cash obligations (severance, continued benefits, equity payouts) that could become material if the CFO is terminated or a change in control occurs.