Essential Properties Realty Trust Enters Material Agreement

TL;DR

EPRT just signed a big deal, could be a new loan or something important.

AI Summary

On August 18, 2025, Essential Properties Realty Trust, Inc. entered into a material definitive agreement, likely related to a financial obligation. The company, incorporated in Maryland, filed an 8-K report detailing this event. The filing also includes information on other events and financial statements.

Why It Matters

This filing indicates a significant new agreement for Essential Properties Realty Trust, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Numbers

• 001-38530 — SEC File Number (Identifies the company's filing with the SEC.)
• 82-4005693 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Essential Properties Realty Trust, Inc. (company) — Registrant
• August 18, 2025 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of incorporation
• 902 Carnegie Center Boulevard, Suite 520 (address) — Principal executive offices
• Princeton, New Jersey (location) — City and State of principal executive offices

FAQ

Key Financial Figures

• $0.01 — nge on Which Registered Common Stock, $0.01 par value per share EPRT New York Stock
• $400,000,000 — osed an underwritten public offering of $400,000,000 aggregate principal amount of its 5.400
• $50,000,000 — or the Guarantor has invested at least $50,000,000 in capital (a "Significant Subsidiary")

Filing Documents

• eprt-20250818.htm (8-K) — 46KB
• exhibit11-closing8xk.htm (EX-1.1) — 201KB
• exhibit42-closing8xk.htm (EX-4.2) — 313KB
• exhibit51-closing8xk.htm (EX-5.1) — 22KB
• exhibit52-closing8xk.htm (EX-5.2) — 19KB
• picture1.jpg (GRAPHIC) — 20KB
• sidleylogo.jpg (GRAPHIC) — 3KB
• 0001728951-25-000156.txt ( ) — 859KB
• eprt-20250818.xsd (EX-101.SCH) — 2KB
• eprt-20250818_lab.xml (EX-101.LAB) — 22KB
• eprt-20250818_pre.xml (EX-101.PRE) — 13KB
• eprt-20250818_htm.xml (XML) — 3KB

01 — Entry into a Material Definitive Agreement

Item 1.01 — Entry into a Material Definitive Agreement. The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01. Item 2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On August 21, 2025, Essential Properties, L.P. (the "Issuer"), a Delaware limited partnership and subsidiary of Essential Properties Realty Trust, Inc., a Maryland corporation (the "Guarantor"), closed an underwritten public offering of $400,000,000 aggregate principal amount of its 5.400% Senior Notes due 2035 (the "Notes"). The Notes are fully and unconditionally guaranteed by the Guarantor (the "Guarantee"). The terms of the Notes are governed by an indenture, dated as of June 28, 2021 (the "Base Indenture"), by and among the Issuer, the Guarantor and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Trustee"), as supplemented by a second supplemental indenture, dated as of August 21, 2025 (the "Second Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), by and among the Issuer, the Guarantor and the Trustee. The Indenture contains various restrictive covenants, including requirements to maintain a certain percentage of total unencumbered assets by the Guarantor. Copies of the Base Indenture and the Second Supplemental Indenture, including the form of Notes and the Guarantee, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K. The purchase price paid by the underwriters for the Notes was 97.667% of the principal amount thereof. The Notes are the Issuer's senior unsecured obligations and rank equally in right of payment with all of the Issuer's other existing and future senior unsecured indebtedness. However, the Notes are effectively subordinated in right of paymen

01 — Other Events

Item 8.01 — Other Events. On August 18, 2025, the Issuer and the Guarantor entered into an underwriting agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC and Mizuho Securities USA LLC, as representatives of the several underwriters named therein, with respect to the offering of the Notes, which will be fully and unconditionally guaranteed by the Guarantor. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 — Financial Statements and Exhibits

Item 9.01 — Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of August 18, 2025, among the Issuer and the Guarantor, on the one hand, and Wells Fargo Securities, LLC and Mizuho Securities USA LLC, as representatives of the several underwriters named therein, on the other hand 4.1 Indenture, dated as of June 28, 2021, among the Issuer, the Guarantor and the Trustee, including the form of the Guarantee (Incorporated by reference to Exhibit 4.1 to the Company ' s Current Report on 8 -K f iled on June 28, 2021 ) 3 4.2 Second Supplemental Indenture, dated as of August 21, 2025, among the Issuer, the Guarantor and the Trustee, including the form of the Notes 5.1 Opinion of Venable LLP 5.2 Opinion of Sidley Austin LLP 23.1 Consent of Venable LLP (included in Exhibit 5.1) 23.2 Consent of Sidley Austin LLP (included in Exhibit 5.2) 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) 4

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: August 21, 2025 By: /s/ Mark E. Patten Mark E. Patten Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary