ESSENTIAL PROPERTIES REALTY TRUST, INC.·4

May 15, 4:07 PM ET

Sautel Stephen D 4

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

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EPRT Director Stephen D. Sautel Receives LTIP/OP Unit Award

What Happened
Stephen D. Sautel, a director of Essential Properties Realty Trust, Inc. (EPRT), received awards of partnership/derivative units on May 13, 2026. The Form 4 reports two items: 2,938 LTIP Units valued at $31.27 each (total ≈ $91,871) and 3,837 OP Units reported at $0.00. These were granted as derivative interests (LTIP Units/OP Units) rather than open-market stock purchases. The award reflects an election to receive equity in lieu of his cash director retainer.

Key Details

  • Transaction date: 2026-05-13; Form 4 filed 2026-05-15 (appears timely within the standard 2-business-day window).
  • Items reported: 2,938 LTIP Units @ $31.27 = $91,871 (derivative); 3,837 OP Units @ $0.00 (derivative).
  • Shares owned after transaction: Not specified in the filing.
  • Notable footnotes:
    • F1: OP Units are limited partnership units of Essential Properties, L.P.; redeemable for cash or exchangeable 1:1 for company common stock (subject to adjustments).
    • F2: LTIP Units are a special class that convert to OP Units upon vesting (contingent right).
    • F3: LTIP Units vest ratably on the earlier of the first anniversary of grant or the first annual meeting after grant, subject to continued board service; no expiration.
    • F4: The LTIP Units were elected in lieu of a $87,500 cash retainer; the LTIP plan provides a 5% premium for directors taking equity (explains the ~$91.9K value).
  • Filing remarks: Power of Attorney referenced (Exhibit 24.1).

Context
These are equity awards/derivative units rather than open-market purchases or sales. LTIP Units confer a contingent right to OP Units (and ultimately common stock or cash) upon vesting, so this is a compensation/election-related grant — routine for directors electing equity in lieu of cash. Such grants are informative about director compensation but do not by themselves indicate near-term buying or selling of common shares.

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)
  • Award

    OP Units

    [F1][F2][F4][F3]
    2026-05-13$31.27/sh+2,938$91,8716,775 total
    Common Stock (2,938 underlying)
Footnotes (4)
  • [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.
  • [F4]The reporting person elected to receive these LTIP Units in lieu of cash retainer fees equal to $87,500. The Company's Long-Term Incentive Plan provides for a 5% premium for directors who elect equity in lieu of cash.
Signature
/s/ Timothy J. Earnshaw, attorney-in-fact|2026-05-15

Documents

1 file
  • 4
    wk-form4_1778875663.xmlPrimary

    FORM 4