Peil A Joseph 4

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.