Earnshaw Timothy J 4

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.