Peil A Joseph 4

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

AI-generated summary of this filing

Updated Feb 23, 2026

EPRT EVP/CIO Peil A. Joseph Receives Award of 12,678 LTIP Units

What Happened

Peil A. Joseph, Executive Vice President and Chief Investment Officer of Essential Properties Realty Trust, Inc. (EPRT), received a grant of 12,678 LTIP Units (a special class of OP Units) on February 20, 2026. The award was recorded at $0.00 per unit (no cash paid). These LTIP Units are contingent rights that can convert to OP Units and, at the company's election, be exchanged one-for-one for shares of the company's common stock (subject to anti-dilution adjustments).

Key Details

Transaction date: 2026-02-20; reported on Form 4 filed 2026-02-23 (timely filing).
Transaction type/code: Award/Grant (A); 12,678 LTIP Units @ $0.00 (derivative award).
Shares/units owned after transaction: not specified in the provided filing excerpt.
Important footnotes:
- OP Units are limited partnership units held by Essential Properties, L.P.; they are redeemable for cash or exchangeable for common stock 1:1 (F1).
- LTIP Units are contingent rights to receive OP Units upon vesting under the LTIP and partnership agreement (F2).
- Vesting: LTIP Units vest ratably on the 1st, 2nd, 3rd and 4th anniversaries of January 18, 2026, subject to continued employment; there is no expiration date (F3).
Remarks: Power of Attorney (Exhibit 24.1) referenced in the filing.

Context

This was an equity award (derivative LTIP Units), not an open-market purchase or sale. The units vest over four years and become economic ownership only as they vest and convert; awards of this type are common for executive compensation and do not, by themselves, indicate current buying or selling of company stock.

Form 4

Period: 2026-02-20

Executive VP and CIO

Transactions

Award
OP Units
[F1][F2][F3]
2026-02-20+12,678→ 20,495 total
→ Common Stock (12,678 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, attorney-in-fact|2026-02-23

1 file