Earnshaw Timothy J 4

4 · ESSENTIAL PROPERTIES REALTY TRUST, INC. · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 23, 2026

EPRT SVP Timothy Earnshaw Receives 5,071 LTIP Unit Award

What Happened

Timothy J. Earnshaw, SVP, Chief Accounting Officer and Treasurer of Essential Properties Realty Trust, Inc. (EPRT), was granted 5,071 LTIP Units (a derivative award) on 2026-02-20. The units were reported at $0.00 per unit (no cash paid) and are recorded as derivative interests rather than an open-market purchase or sale.
These LTIP Units represent contingent rights to receive OP Units (units of limited partnership interest of Essential Properties, L.P.), which in turn are redeemable for cash or, at the company's election, exchangeable for one share of the company's common stock per OP Unit (subject to anti-dilution adjustments).

Key Details

Transaction date: 2026-02-20; Filing date: 2026-02-23 (timely filed).
Award: 5,071 LTIP Units; reported acquisition price $0.00 (derivative grant).
Shares/units owned after transaction: not specified in the provided filing.
Footnotes of note:
- OP Units are limited partnership units through Essential Properties, L.P., redeemable for cash or exchangeable 1:1 for common stock (F1).
- LTIP Units are a special class that convert to OP Units upon vesting (F2).
- Vesting: LTIP Units vest ratably on the 1st, 2nd, 3rd and 4th anniversaries of January 18, 2026, contingent on continued employment; no expiration date (F3).

Context

This was a compensation award (grant of LTIP Units), not a purchase or sale in the market; such awards are common executive compensation and do not directly indicate immediate buying or selling sentiment.
As derivative units, these LTIP Units must vest and convert before representing actual OP Units or common shares; they vest over four years subject to continued employment.

Form 4

Period: 2026-02-20

SVP, CAO & Treasurer

Transactions

Award
OP Units
[F1][F2][F3]
2026-02-20+5,071→ 9,631 total
→ Common Stock (5,071 underlying)

Footnotes (3)

[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 first, second, third and fourth anniversaries of January 18, 2026, subject to the reporting person's continued employment by the Company through the applicable vesting date. There is no expiration date for the LTIP Units or OP Units.

Signature

/s/ Timothy J. Earnshaw|2026-02-23

1 file