🧾 What This Document Is

This is a DEF 14A, also known as a proxy statement. It's the official notice and information packet for Essential Properties Realty Trust's 2026 Annual Shareholder Meeting. Think of it as an agenda and briefing book that tells shareholders what's happening at the meeting and how to vote on key company decisions. The meeting itself is virtual only, scheduled for May 11, 2026, at 9:30 a.m. Eastern Time.

👉 Why it matters: If you own EPRT stock, this document tells you what you're voting on, who is running the company, how much the bosses are paid, and provides a deep dive into the company's performance and governance.

🏢 What The Company Does

In simple terms, Essential Properties Realty Trust (EPRT) is a landlord for businesses. They own and rent out single-tenant commercial properties under long-term "net lease" agreements. This means the tenant pays the rent and covers most of the property's operating costs like taxes, insurance, and maintenance. They focus on essential services (like restaurants, auto services, and medical offices), which is where their name comes from. It's a real estate investment trust (REIT).

🚀 2025 Business Highlights

EPRT highlighted a very strong 2025, framing it as a year of significant growth and strength.

Record Investments: They completed $1.3 billion in gross investments across 270 properties, a company record. This was at a high average cash cap rate of 7.9%, which essentially means they bought properties generating strong rental income relative to their price.
Financial Growth: Net income grew by $50.1 million (25%) compared to 2024. A key profit metric for REITs, called AFFO (Adjusted Funds From Operations), grew by $66.8 million (22%), and AFFO per share increased by $0.15 (9%).
Raised Capital: They successfully raised money from investors, bringing in $615.9 million through stock offerings and issuing $400.0 million in new bonds (5.400% Senior Notes due 2035).
Dividend Increase: They raised their quarterly dividend to an annualized rate of $1.24 per share, a 5.1% increase from the prior year.
Strong Balance Sheet: They finished the year with conservative debt levels (3.8x leverage) and a large war chest of $1.4 billion in liquidity (cash, available credit, and funds from unsettled stock sales) ready for new investments.

👥 Proposal 1: Elect the Board of Directors

Shareholders are asked to elect eight directors to the Board for one-year terms. The Board recommends voting FOR all of them.

Director Nominees:

Joyce DeLucca (61) - Investment expert, Compensation Committee Chair.
Scott A. Estes (55) - Former CFO of Welltower, Board Chair.
Peter M. Mavoides (59) - President & CEO, founder.
Lawrence J. Minich (78) - Former CFO of Mister Car Wash.
Heather L. Neary (50) - Restaurant brand executive (Auntie Anne's, Taco John's).
Stephen D. Sautel (57) - Private investor, Nominating & Governance Chair.
Janaki Sivanesan (54) - Attorney & investor, Audit Committee Chair.
Kristin L. Smallwood (57) - Former PwC accounting partner, joined board in 2025.

👉 Key Board Stats: The board is 50% female, 88% independent (all but the CEO), and has an average tenure of 6 years, which the company highlights as a sign of healthy refreshment.

💰 Proposal 2 & 3: Executive Compensation (The "Say-on-Pay" Vote)

This is an advisory (non-binding) vote on two things:

Approve the compensation of the company's top executives (the "Named Executive Officers").
Decide how often shareholders should vote on executive pay in the future (every year, every two years, or every year). The board recommends voting for "1 Year".

How They Determine Pay: The Compensation Committee explains that their philosophy is to tie pay directly to company performance and shareholder returns. The goal is to attract and retain top talent while ensuring executives' interests are aligned with yours as an owner.

2025 Pay Mix for Executives:

Base Salary: The fixed cash component.
Annual Bonus: Based on hitting specific company performance targets.
Long-Term Incentives (LTI): The largest portion, paid in Restricted Stock Units (RSUs). Half of the LTI is based on future company performance (like stock price and funds from operations), and half is time-based (vests over 3 years). This structure is meant to reward long-term success.

Performance-Based Payouts: The document shows that performance-based RSU awards granted for 2022 and 2023 paid out above target because the company hit its financial goals, which is presented as evidence the pay-for-performance system is working.

2025 Summary Compensation (for CEO Peter Mavoides):

Salary: $925,000
Bonus: $1,200,000
Stock Awards: $4,560,000
Total 2025 Compensation: $6,685,000

🔮 Proposal 4: Ratify the Auditor

Shareholders are asked to ratify (approve) the selection of Grant Thornton LLP as the company's independent auditor for 2026. This is a standard, routine vote, and the board recommends a FOR vote.

📦 Governance & ESG (Environmental, Social, Governance)

The company dedicates significant space to describing its governance practices and ESG initiatives.

Strong Governance: Highlights include an independent Board Chair, all-board committees being fully independent, no "poison pill" takeover defense, and policies prohibiting executives from hedging or pledging company stock.
Environmental: They use a "Green Lease" for new properties, giving them the right to implement energy upgrades. They have a sustainability partnership with a company called Budderfly to finance energy-efficiency upgrades at their properties.
Social: They emphasize an inclusive culture and note that all employees receive equity awards, making everyone a stockholder.
Cybersecurity: The Board's Nominating & Governance Committee oversees cybersecurity risk management.

⚖️ Big Picture: Strengths & Risks

👍 Strengths Highlighted:

Record Investment Growth: Proving they can deploy capital effectively.
Disciplined Balance Sheet: Low debt and high liquidity to pounce on opportunities.
Aligned Pay & Performance: Executive incentives are tied to long-term results.
Strong, Independent Board: Diverse experience with robust oversight.

⚠️ Risks to Consider (Implied or Typical for this Business):

Tenant Risk: While they diversify (top 10 tenants = only 16.5% of rent), their success still depends on the health of their hundreds of individual tenants.
Interest Rate Sensitivity: As a REIT that uses debt and competes for property yields, rising interest rates can impact profitability.
Real Estate Market Risk: The value of their property portfolio depends on the overall commercial real estate market.

🧠 The Analogy

EPRT's 2025 was like a masterful basketball team having a winning season. They had a game plan (focus on essential properties), executed flawlessly (bought a record number of properties at good prices), managed their roster and salary cap wisely (strong balance sheet and performance-linked pay for stars), and kept the fans happy (growing profits and a dividend boost). This proxy statement is their season review and playbook, showing shareholders how the coach and team are aligned to keep winning.

📇 Key Contacts & People

President & CEO: Peter M. Mavoides
Board Chair: Scott A. Estes
CFO & Secretary: Robert W. Salisbury
Company Address: 5 Vaughn Drive, Suite 202, Princeton, New Jersey 08540
Phone: (609) 436-0619
For Meeting/Proxy Info: www.proxydocs.com/EPRT

🧩 Final Takeaway

EPRT had a stellar 2025, marked by record deal-making and financial growth. This proxy seeks your vote to keep its leadership team and strategy in place, arguing their performance-based pay system and strong governance are directly responsible for the company's success and are designed to keep driving shareholder value.

ESSENTIAL PROPERTIES REALTY TRUST, INC. — DEF 14A Filing