Essential Properties Realty Trust Files 8-K

TL;DR

EPRT filed an 8-K on 3/14 for an event on 3/11, mostly financial statements/exhibits.

AI Summary

Essential Properties Realty Trust, Inc. (EPRT) filed an 8-K on March 14, 2024, reporting an event that occurred on March 11, 2024. The filing primarily concerns financial statements and exhibits, indicating a routine update or disclosure related to the company's operations. No specific material events like acquisitions or major financial changes were detailed in the provided excerpt.

Why It Matters

This 8-K filing serves as a public record of important company events and financial disclosures for Essential Properties Realty Trust, Inc. Investors and analysts will review it for any material information that could impact the company's stock.

Risk Assessment

Risk Level: low — The filing appears to be a routine disclosure of financial statements and exhibits, with no immediate indication of significant negative events.

Key Players & Entities

• Essential Properties Realty Trust, Inc. (company) — Registrant
• EPRT (company) — Trading Symbol
• March 11, 2024 (date) — Date of earliest event reported
• March 14, 2024 (date) — Date of Report
• New York Stock Exchange (company) — Exchange where Common Stock is registered

FAQ

Key Financial Figures

• $0.01 — nge on Which Registered Common Stock, $0.01 par value per share EPRT New York Stock

Filing Documents

• eprt-20240311.htm (8-K) — 39KB
• exhibit11-8xk.htm (EX-1.1) — 286KB
• exhibit12-8xk.htm (EX-1.2) — 214KB
• exhibit13-8xk.htm (EX-1.3) — 212KB
• exhibit14-8xk.htm (EX-1.4) — 211KB
• exhibit15-8xk.htm (EX-1.5) — 223KB
• exhibit16-8xk.htm (EX-1.6) — 215KB
• exhibit17-8xk.htm (EX-1.7) — 213KB
• exhibit18-8xk.htm (EX-1.8) — 208KB
• exhibit19-8xk.htm (EX-1.9) — 223KB
• exhibit51-8xk.htm (EX-5.1) — 26KB
• image_2.jpg (GRAPHIC) — 445KB
• 0001628280-24-011229.txt ( ) — 3151KB
• eprt-20240311.xsd (EX-101.SCH) — 2KB
• eprt-20240311_lab.xml (EX-101.LAB) — 22KB
• eprt-20240311_pre.xml (EX-101.PRE) — 13KB
• eprt-20240311_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. On March 11, 2024, Essential Properties Realty Trust, Inc., a Maryland corporation (the "Company"), and Essential Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Securities, Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein (in such capacities, the "Underwriters"), forward sellers (in such capacities, the "Forward Sellers") and affiliates thereof as forward purchasers (in such capacities, the "Forward Purchasers"), relating to the offer and sale of 10,350,000 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), on a forward basis (including 1,350,000 shares of Common Stock relating to the Underwriters' option to purchase additional shares, which option the Underwriters exercised in full) (the "Offering"). The Offering closed on March 14, 2024. The Underwriting Agreement contains customary representations, warranties and covenants among the parties. These representations, warranties and covenants are not representations of factual information to investors about the Company, the Operating Partnership or their respective subsidiaries, and the sale of Common Stock pursuant to the Underwriting Agreement is not a representation that there has not been any change in the condition of the Company or the Operating Partnership. In connection with the Offering, on March 11, 2024, the Company entered into forward sale agreements (the "Initial Forward Sale Agreements") with each Forward Purchaser. On March 12, 2024, in connection with the exercise in full of the Underwriters' option to purchase additional shares, the Company entered into additional forward sale agreements (together with the Initial Forward Sale Agreements, the "Forward Sale Agreements") with each Forward Purchaser. On March 14, 2024, the Forwar

01 — Financial Statements and Exhibits

Item 9.01 — Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of March 11, 2024, among the Company and the Operating Partnership, on the one hand, and BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Securities, Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein, the Forward Sellers and the Forward Purchasers, on the other hand 1.2 Forward Confirmation, dated March 11, 2024, between the Company and BofA Securities, Inc. (or its affiliate) 1.3 Forward Confirmation, dated March 11, 2024, between the Company and Wells Fargo Securities, LLC (or its affiliate) 1.4 Forward Confirmation, dated March 11, 2024, between the Company and Truist Securities, Inc. (or its affiliate) 1.5 Forward Confirmation, dated March 11, 2024, between the Company and Mizuho Securities USA LLC (or its affiliate) 1.6 Forward Confirmation, dated March 1 2 , 2024, between the Company and BofA Securities, Inc. (or its affiliate) 1.7 Forward Confirmation, dated March 1 2 , 2024, between the Company and Wells Fargo Securities, LLC (or its affiliate) 1.8 Forward Confirmation, dated March 1 2 , 2024, between the Company and Truist Securities, Inc. (or its affiliate) 1.9 Forward Confirmation, dated March 1 2 , 2024, between the Company and Mizuho Securities USA LLC (or its affiliate) 5.1 Opinion of Venable LLP as to the legality of the Common Stock 23.1 Consent of Venable LLP (included in Exhibit 5.1) 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ESSENTIAL PROPERTIES REALTY TRUST, INC. Date: March 14, 2024 By: /s/ Mark E. Patten Mark E. Patten Executive Vice President, Chief Financial Officer, Treasurer and Secretary