Earnshaw Timothy J 4

What Happened
Timothy J. Earnshaw, SVP, Chief Accounting Officer & Treasurer of Essential Properties Realty Trust (EPRT), was granted 18,449 performance-based restricted stock units (RSUs) on 2026-02-10 (reported as an award/acquisition). As part of tax withholding on the award, 3,128 shares were surrendered/withheld at a reported value of $31.91 per share, resulting in proceeds of $99,814. The award was reported at $0.00 acquisition price (typical for RSU grants).

Key Details

• Transaction date: 2026-02-10; Form 4 filed 2026-02-12 (timely filing).
• Award (Code A): 18,449 RSUs granted, acquisition price listed as $0.00.
• Tax withholding (Code F): 3,128 shares withheld/disposed at $31.91/share = $99,814 withheld to cover taxes.
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Footnote: The RSUs reflect achievement of 2023 performance criteria; 50% vested immediately upon certification and 50% will vest on 2026-12-31, subject to continued service (see F1).
• Transaction codes: A = Award/Grant, F = Payment of exercise price or tax liability (withholding).

Context
This was a compensation-related award (performance-based RSUs), not an open-market purchase or sale. The withholding of shares to satisfy tax obligations is routine and reduces the net shares received; it does not by itself indicate insider sentiment about the stock. The remaining half of the award is time‑contingent and will only vest if Earnshaw remains in service through December 31, 2026.