Form 4: SVP & CAO Earnshaw's EPRT RSU Adjustment

Essential Properties Realty Trust's SVP & Chief Accounting Officer, Timothy J. Earnshaw, reported an acquisition of 105 common shares through an RSU adjustment.

Summary

• Timothy J. Earnshaw, SVP & Chief Accounting Officer of Essential Properties Realty Trust, Inc. (EPRT), reported a change in beneficial ownership.
• On October 14, 2025, Earnshaw acquired 105 shares of common stock at a price of $0 per share.
• This acquisition represents an adjustment to performance-based Restricted Stock Units (RSUs) granted in 2022.
• The adjustment is linked to the payment of quarterly dividends to stockholders for the third quarter of 2025, as per the underlying award agreement.
• These RSUs are scheduled to vest on December 31, 2025.
• Following this transaction, Earnshaw beneficially owns 60,024 shares of common stock.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. It's a routine executive compensation adjustment, not indicative of major operational news, but shows continued executive alignment with shareholder interests through equity ownership.

Positives

• The acquisition of 105 shares, even as an adjustment, increases the executive's beneficial ownership, further aligning interests with shareholders.
• The shares are part of performance-based RSUs, indicating a link to company performance metrics.

Future Outlook

The performance-based Restricted Stock Units (RSUs) related to this adjustment are scheduled to vest on December 31, 2025, indicating a future milestone for executive compensation.

Industry Context

This RSU adjustment is a standard practice in executive compensation, particularly for REITs like Essential Properties Realty Trust, where dividend equivalents are often accrued on unvested equity awards to align executive interests with shareholder returns.

Comparison to Industry Standards

• This type of RSU adjustment for dividend equivalents is a common practice across publicly traded companies, especially those with regular dividend payouts.
• It ensures that unvested equity awards accrue value similar to outstanding shares, maintaining alignment between executive incentives and shareholder experience.
• Comparable practices are seen in other REITs and dividend-paying companies, reflecting a standard approach to executive equity compensation.

Stakeholder Impact

• Shareholders: Minor positive impact due to increased executive alignment with shareholder interests through equity ownership.
• Management: Timothy J. Earnshaw's beneficial ownership increased, further aligning his interests with the company's performance.

Next Steps

• Vesting of the performance-based RSUs on December 31, 2025.

Key Dates

Recommendation

This filing reports a routine adjustment to an executive's Restricted Stock Units (RSUs) due to dividend equivalents, which is a standard part of executive compensation. It does not contain any new material information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transaction reflects ongoing executive alignment with shareholder interests but is not a catalyst for significant stock movement.

Keywords

Essential Properties Realty Trust, EPRT, Timothy J. Earnshaw, Form 4, Insider Transaction, Restricted Stock Units, RSU, Dividend Reinvestment, Executive Compensation, Real Estate Investment Trust, REIT