Essential Properties Realty Trust Inc (EPRT)

Essential Properties Realty Trust, Inc. Announces Pricing of $400 Million of 5.375% Senior Notes due 2036June 4, 2026 5:05 PM
Business Wire Essential Properties Realty Trust, Inc. (NYSE: EPRT; the “Company”) announced today that its operating partnership, Essential Properties, L.P. (the “Operating Partnership”), has priced a public offering of $400 million aggregate principal amount of 5.375% Senior Notes due 2036 (the “Notes”). The Notes were priced at 98.119% of the principal amount and will mature on July 15, 2036. The offering is expected to settle on June 15, 2026, subject to the satisfaction of customary closing conditions. The Notes will be fully and unconditionally guaranteed by the Company. The Operating Partnership intends to use the net proceeds from the offering (i) to repay amounts outstanding under its revolving credit facility and (ii) for general corporate purposes, including funding future investment activity. Wells Fargo Securities, BofA Securities, BMO Capital Markets, Capital One Securities, TD Securities, Truist Securities and Mizuho are acting as joint book-running managers on the offering. Citigroup, Goldman Sachs & Co. LLC, Huntington Capital Markets, Morgan Stanley, Scotiabank, Citizens Capital Markets, BNP PARIBAS, Regions Securities LLC, Barclays, Stifel and Wolfe Capital Markets and Advisory are acting as co-managers for the offering. The offering is being made pursuant to an effective shelf registration statement filed by the Company and the Operating Partnership with the Securities and Exchange Commission (the “SEC”). A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. When available, a copy of the prospectus supplement and accompanying prospectus relating to the offering may be obtained from: Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attention: WFS Customer Service, toll-free at 1-800-645-3751; or BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attention: Prospectus Department, email: dg.prospectus_requests@bofa.com or by visiting the EDGAR database on the SEC’s web site at www.sec.gov. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the federal securities laws. When used in this press release, the words “expect” and “will,” or the negative of these words, or similar words or phrases that are predictions of or indicate future events and that do not relate solely to historical matters, are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions regarding strategy, plans or intentions. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise. The Company does not guarantee that the transactions and events described will happen as described (or that they will happen at all). You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law. In light of these risks and uncertainties, the forward-looking events discussed in this press release might not occur as described, or at all. Additional information concerning factors that could cause actual results to differ materially from these forward-looking statements is contained from time to time in the Company’s SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q. Copies of each filing may be obtained from the Company or the SEC. Such forward-looking statements should be regarded solely as reflections of the Company’s current plans and estimates. Actual results may differ materially from what is expressed or forecast in this press release. About Essential Properties Realty Trust, Inc. Essential Properties Realty Trust, Inc. is an internally managed real estate investment trust that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to companies operating service-oriented or experience-based businesses. As of March 31, 2026, the Company’s portfolio consisted of 2,417 freestanding net lease properties with a weighted average lease term of 14.6 years and a weighted average rent coverage ratio of 3.5x. In addition, as of March 31, 2026, the Company’s portfolio was 99.7% leased to tenants operating 662 different concepts across 48 states. View source version on businesswire.com: https://www.businesswire.com/news/home/20260604717796/en/ Investor/Media:
Essential Properties Realty Trust, Inc.
Sheryl Kaul
Director, Financial Planning & Data Analytics
609-436-0619
investors@essentialproperties.com Original: Essential Properties Realty Trust, Inc. Announces Pricing of $400 Million of 5.375% Senior Notes due 2036

Essential Properties Realty Trust, Inc. Increases Quarterly Dividend to $0.32 per Share, an Increase of Approximately 3% Over Prior QuarterJune 1, 2026 5:10 PM
Business Wire Essential Properties Realty Trust, Inc. (NYSE: EPRT; the “Company”) announced today that its Board of Directors declared a quarterly cash dividend of $0.32 per share of common stock for the second quarter of 2026. The second quarter 2026 dividend represents an annualized dividend of $1.28 per share of common stock, an increase of $0.04 per share compared to the previous annualized dividend. The dividend is payable on July 14, 2026, to stockholders of record as of the close of business on June 30, 2026. About Essential Properties Realty Trust, Inc. Essential Properties Realty Trust, Inc. is an internally managed REIT that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to companies operating service-oriented or experience-based businesses. As of March 31, 2026, the Company’s portfolio consisted of 2,417 freestanding net lease properties with a weighted average lease term of 14.6 years and a weighted average rent coverage ratio of 3.5x. In addition, as of March 31, 2026, the Company’s portfolio was 99.7% leased to tenants operating 662 different concepts across 48 states. View source version on businesswire.com: https://www.businesswire.com/news/home/20260601897119/en/ Investor/Media:
Essential Properties Realty Trust, Inc.
Sheryl Kaul
Director, Financial Planning & Data Analytics
609-436-0619
investors@essentialproperties.com Original: Essential Properties Realty Trust, Inc. Increases Quarterly Dividend to $0.32 per Share, an Increase of Approximately 3% Over Prior Quarter

Essential Properties Realty Trust, Inc. Announces Quarterly Dividend of $0.31 per Share for the First Quarter of 2026March 9, 2026 4:15 PM
Business Wire
Essential Properties Realty Trust, Inc. (NYSE: EPRT; the “Company”) announced today that its Board of Directors declared a quarterly cash dividend of $0.31 per share of common stock for the first quarter of 2026. On an annualized basis, the first quarter 2026 dividend of $0.31 equals $1.24 per share of common stock. The dividend is payable on April 14, 2026, to stockholders of record as of the close of business on March 31, 2026.


About Essential Properties Realty Trust, Inc.

Essential Properties Realty Trust, Inc. is an internally managed REIT that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to companies operating service-oriented or experience-based businesses. As of December 31, 2025, the Company’s portfolio consisted of 2,300 freestanding net lease properties with a weighted average lease term of 14.4 years and a weighted average rent coverage ratio of 3.6x. In addition, as of December 31, 2025, the Company’s portfolio was 99.7% leased to tenants operating 659 different concepts across 48 states.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260309736788/en/
Investor/Media:

Essential Properties Realty Trust, Inc.

Sheryl Kaul

Director, Financial Planning & Data Analytics

609-436-0619

investors@essentialproperties.com




Original: Essential Properties Realty Trust, Inc. Announces Quarterly Dividend of $0.31 per Share for the First Quarter of 2026

Essential Properties Realty Trust, Inc. Announces Pricing of Upsized Public Offering of Common StockFebruary 18, 2026 6:30 AM
Business Wire
Essential Properties Realty Trust, Inc. (NYSE: EPRT; the “Company”) announced today the pricing of an upsized underwritten public offering of 10,869,565 shares of its common stock, all of which are being offered in connection with the forward sale agreements described below, at a public offering price of $32.20 per share. The offering was upsized from the previously announced offering size of 9,500,000 shares of common stock, and the offering is expected to close on February 19, 2026, subject to customary closing conditions.


BofA Securities, Mizuho, Truist Securities and Wells Fargo Securities are acting as the joint book-running managers for the offering. TD Securities, Goldman Sachs & Co. LLC, Morgan Stanley, Capital One Securities, Scotiabank, Barclays, BMO Capital Markets, Citigroup, and BNP PARIBAS are acting as the book-running managers of the offering. Stifel, Huntington Capital Markets, Raymond James, Regions Securities LLC and Wolfe Capital Markets and Advisory are acting as co-managers of the offering. In connection with the offering, the Company entered into forward sale agreements with BofA Securities, Mizuho, Truist Securities and Wells Fargo Securities (or affiliates thereof) (the “forward purchasers”), with respect to 10,869,565 shares of the Company’s common stock.


The underwriters have been granted a 30-day option, exercisable in whole or in part from time to time, to purchase up to an additional 1,630,434 shares of the Company’s common stock. If the option to purchase additional shares of the Company’s common stock is exercised, the Company expects to enter into one or more additional forward sale agreements with the forward purchasers in respect of the number of shares of the Company’s common stock that are subject to exercise of the option to purchase additional shares.


In connection with the forward sale agreements and any additional forward sale agreements, the forward purchasers (or their affiliates) are expected to borrow from third parties and sell to the underwriters an aggregate of 10,869,565 shares of the Company’s common stock (or an aggregate of 12,499,999 shares of the Company’s common stock if the underwriters’ option to purchase additional shares is exercised in full). However, a forward purchaser (or its affiliate) is not required to borrow and sell such shares if, after using commercially reasonable efforts, such forward purchaser (or its affiliate) is unable to borrow such shares, or if borrowing costs exceed a specified threshold or if certain specified conditions have not been satisfied. If a forward purchaser (or its affiliate) does not deliver and sell all of the shares of the Company’s common stock to be sold by it to the underwriters, the Company will issue and sell to the underwriters a number of shares of its common stock equal to the number of shares that such forward purchaser (or its affiliate) did not deliver and sell, and the number of shares underlying the relevant forward sale agreement or such additional forward sale agreement will be decreased by the number of shares that the Company issues and sells.


Pursuant to the terms of the forward sale agreements and any additional forward sale agreements, and subject to its right to elect cash or net share settlement, the Company intends to issue and sell, upon physical settlement of the forward sale agreements and any additional forward sale agreements, an aggregate of 10,869,565 shares of common stock (or an aggregate of up to 12,499,999 shares of common stock if the underwriters’ option to purchase additional shares is exercised in full) to the forward purchasers. The Company expects to physically settle the forward sale agreements and any additional forward sale agreements within approximately 24 months from the date of the prospectus supplement relating to the offering.


The Company will not receive any proceeds from the sale of shares of its common stock by the forward purchasers (or affiliates thereof). The Company intends to contribute any net proceeds from the settlement of the forward sale agreements to the Company’s operating partnership in exchange for OP Units, and the operating partnership intends to use such net proceeds for general corporate purposes, including potential future investments.


All of the shares of common stock are being offered pursuant to the Company’s effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. When available, a copy of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained from BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com; Mizuho Securities USA LLC, 1271 Avenue of the Americas, 3rd Floor, New York, New York 10020, Attention: Equity Capital Markets or by email at US-ECM@mizuhogroup.com; Truist Securities, Inc., 740 Battery Ave SE, 3rd Floor, Atlanta, GA 30339, Attn: Equity Capital Markets or by email at TruistSecurities.prospectus@Truist.com; or Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com, or by visiting the EDGAR database on the SEC’s web site at www.sec.gov.


This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.


Forward-Looking Statements


This press release contains forward-looking statements within the meaning of the federal securities laws. When used in this press release, the words “expect,” “intend,” “will” or “approximately” or the negative of these words, or similar words or phrases that are predictions of or indicate future events and that do not relate solely to historical matters, are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and the Company may not be able to realize them. The Company does not guarantee that the transactions and events described will happen as described (or that they will happen at all). You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law. In light of these risks and uncertainties, the forward-looking events discussed in this press release might not occur as described, or at all.


Additional information concerning factors that could cause actual results to differ materially from these forward-looking statements is contained from time to time in the Company’s SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2025. Copies of each filing may be obtained from the Company or the SEC. Such forward-looking statements should be regarded solely as reflections of the Company’s current plans and estimates. Actual results may differ materially from what is expressed or forecast in this press release.


About Essential Properties Realty Trust, Inc.


Essential Properties Realty Trust, Inc. is an internally managed REIT that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to companies operating service-oriented or experience-based businesses. As of December 31, 2025, the Company’s portfolio consisted of 2,300 freestanding net lease properties with a weighted average lease term of 14.4 years and a weighted average rent coverage ratio of 3.6x. In addition, as of December 31, 2025, the Company’s portfolio was 99.7% leased to tenants operating 659 different concepts across 48 states.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260218826698/en/
Investor/Media:

Essential Properties Realty Trust, Inc.

Sheryl Kaul

Director, Financial Planning & Data Analytics

609-436-0619

investors@essentialproperties.com


Original: Essential Properties Realty Trust, Inc. Announces Pricing of Upsized Public Offering of Common Stock

Essential Properties Realty Trust, Inc. Announces Public Offering of Common StockFebruary 17, 2026 4:07 PM
Business Wire
Essential Properties Realty Trust, Inc. (NYSE: EPRT; the “Company”) announced today that it has commenced an underwritten public offering of 9,500,000 shares of its common stock on a forward basis in connection with the forward sale agreements described below.


BofA Securities, Mizuho, Truist Securities and Wells Fargo Securities are acting as the joint book-running managers for the offering.


In connection with the offering, the Company expects to enter into forward sale agreements with BofA Securities, Mizuho, Truist Securities and Wells Fargo Securities (or affiliates thereof) (the “forward purchasers”), with respect to 9,500,000 shares of the Company’s common stock.


The underwriters expect to be granted a 30-day option, exercisable in whole or in part from time to time, to purchase up to an additional 1,425,000 shares of the Company’s common stock. If the option to purchase additional shares of the Company’s common stock is exercised, the Company expects to enter into one or more additional forward sale agreements with the forward purchasers in respect of the number of shares of the Company’s common stock that are subject to exercise of the option to purchase additional shares.


In connection with the forward sale agreements and any additional forward sale agreements, the forward purchasers (or their affiliates) are expected to borrow from third parties and sell to the underwriters an aggregate of 9,500,000 shares of the Company’s common stock (or an aggregate of 10,925,000 shares of the Company’s common stock if the underwriters’ option to purchase additional shares is exercised in full). However, a forward purchaser (or its affiliate) is not required to borrow and sell such shares if, after using commercially reasonable efforts, such forward purchaser (or its affiliate) is unable to borrow such shares, or if borrowing costs exceed a specified threshold or if certain specified conditions have not been satisfied. If a forward purchaser (or its affiliate) does not deliver and sell all of the shares of the Company’s common stock to be sold by it to the underwriters, the Company will issue and sell to the underwriters a number of shares of its common stock equal to the number of shares that such forward purchaser (or its affiliate) did not deliver and sell, and the number of shares underlying the relevant forward sale agreement or such additional forward sale agreement will be decreased by the number of shares that the Company issues and sells.


Pursuant to the terms of the forward sale agreements and any additional forward sale agreements, and subject to its right to elect cash or net share settlement, the Company intends to issue and sell, upon physical settlement of the forward sale agreements and any additional forward sale agreements, an aggregate of 9,500,000 shares of common stock (or an aggregate of up to 10,925,000 shares of common stock if the underwriters’ option to purchase additional shares is exercised in full) to the forward purchasers. The Company expects to physically settle the forward sale agreements and any additional forward sale agreements within approximately 24 months from the date of the prospectus supplement relating to the offering.


The Company will not receive any proceeds from the sale of shares of its common stock by the forward purchasers (or affiliates thereof). The Company intends to contribute any net proceeds from the settlement of the forward sale agreements to the Company’s operating partnership in exchange for OP Units, and the operating partnership intends to use such net proceeds for general corporate purposes, including potential future investments.


All of the shares of common stock will be offered pursuant to the Company’s effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. When available, a copy of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained from BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com; Mizuho Securities USA LLC, 1271 Avenue of the Americas, 3rd Floor, New York, New York 10020, Attention: Equity Capital Markets or by email at US-ECM@mizuhogroup.com; Truist Securities, Inc., 740 Battery Ave SE, 3rd Floor, Atlanta, GA 30339, Attn: Equity Capital Markets or by email at TruistSecurities.prospectus@Truist.com; or Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com, or by visiting the EDGAR database on the SEC’s web site at www.sec.gov.


This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.


Forward-Looking Statements


This press release contains forward-looking statements within the meaning of the federal securities laws. When used in this press release, the words “expect,” “intend,” “will” or “approximately” or the negative of these words, or similar words or phrases that are predictions of or indicate future events and that do not relate solely to historical matters, are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and the Company may not be able to realize them. The Company does not guarantee that the transactions and events described will happen as described (or that they will happen at all). You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law. In light of these risks and uncertainties, the forward-looking events discussed in this press release might not occur as described, or at all.


Additional information concerning factors that could cause actual results to differ materially from these forward-looking statements is contained from time to time in the Company’s SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2025. Copies of each filing may be obtained from the Company or the SEC. Such forward-looking statements should be regarded solely as reflections of the Company’s current plans and estimates. Actual results may differ materially from what is expressed or forecast in this press release.


About Essential Properties Realty Trust, Inc.


Essential Properties Realty Trust, Inc. is an internally managed REIT that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to companies operating service-oriented or experience-based businesses. As of December 31, 2025, the Company’s portfolio consisted of 2,300 freestanding net lease properties with a weighted average lease term of 14.4 years and a weighted average rent coverage ratio of 3.6x. In addition, as of December 31, 2025, the Company’s portfolio was 99.7% leased to tenants operating 659 different concepts across 48 states.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260217302531/en/
Investor/Media:

Essential Properties Realty Trust, Inc.

Sheryl Kaul

Director, Financial Planning & Data Analytics

609-436-0619

investors@essentialproperties.com


Original: Essential Properties Realty Trust, Inc. Announces Public Offering of Common Stock

Essential Properties Announces Fourth Quarter 2025 ResultsFebruary 11, 2026 4:05 PM
Business Wire
- Fourth Quarter Net Income per Share of $0.34 and AFFO per Share of $0.49 -

- Closed Investments of $295.8 million at a 7.7% Weighted Average Cash Cap Rate -

- Increases 2026 AFFO Guidance to $1.99 to $2.04 per Share -


Essential Properties Realty Trust, Inc. (NYSE: EPRT; “Essential Properties” or the “Company”) today announced operating results for the three months and year ended December 31, 2025.


Fourth Quarter 2025 Financial and Operating Highlights:




Operating Results (compared to Fourth Quarter 2024):







 







 








• Investments (58 properties)







$ Invested







$295.8 million








 







Weighted Avg Cash Cap Rate







7.7%








• Dispositions (19 properties)







Net Proceeds







$48.1 million








 







Weighted Avg Cash Cap Rate







6.9%








• Net Income per Share







Increased by 13%







$0.34








• Funds from Operations (“FFO”) per Share (1)







Increased by 15%







$0.54








• Core Funds from Operations (“Core FFO”) per Share (1)







Increased by 13%







$0.53








• Adjusted Funds from Operations (“AFFO”) per Share (1)







Increased by 9%







$0.49








Debt, Equity & Leverage:







 







 








• Equity Raised (Gross) - ATM Program (2)







$30.93/share







$170.3 million








• Pro Forma Net Debt to Annualized Adjusted EBITDAre (1)







As of Quarter End







3.8x







Full Year 2025 Financial and Operating Highlights:




Operating Results (compared to 2024):







 







 








• Investments (270 properties)







$ Invested







$1.3 billion








 







Weighted Avg Cash Cap Rate







7.9%








• Dispositions (60 properties)







Net Proceeds







$130.1 million








 







Weighted Avg Cash Cap Rate







7.0%








• Net Income per share







Increased by 11%







$1.28








• FFO per share (1)







Increased by 8%







$2.05








• Core FFO per share (1)







Increased by 8%







$2.04








• AFFO per share (1)







Increased by 9%







$1.89








Debt, Equity & Leverage:







 







 








• Public Debt Issuance (August 21, 2025)







10 years; 5.40% coupon







$400.0 million








• Equity Raised (Gross) - Follow-On Offering (March 20, 2025) (2)







$31.00/share







$292.3 million








• Equity Raised (Gross) - ATM Program (2)







$31.59/share







$323.6 million










 



1.






See page 10 for reconciliations of non-GAAP financial measures to corresponding GAAP metrics.








2.






All shares were sold on a forward basis and a total of 10,900,920 shares remain unsettled as of December 31, 2025 for estimated net proceeds of $332.2 million, assuming full physical settlement.







Activity Subsequent to Fourth Quarter 2025:




• Investments







$ Invested







$239.2 million








• Dispositions







$ Gross Proceeds







$3.3 million







CEO Comments


Commenting on the fourth quarter and full year 2025 results, the Company's Chief Executive Officer, Pete Mavoides, said, “Our fourth quarter wrapped up another very strong year for the Company, as growth in our team has enabled us to efficiently scale our asset base, supporting an impressive 9% growth in AFFO per share. This momentum continued into the beginning of 2026, setting the stage for another year of compelling growth.”


Portfolio Highlights


The Company’s investment portfolio as of December 31, 2025 is summarized as follows:




 






 






December 31, 2025








Number of properties






 






2,300








Weighted average lease term (WALT)






 






14.4 years








Weighted average rent coverage ratio






 






3.6x








Top 10 tenant concentration (% of cash ABR)






 






16.5%








Top 20 tenant concentration (% of cash ABR)






 






27.1%








Weighted average occupancy (6 vacant properties)






 






99.7%








Total square feet of rentable space






 






25.9 million








Service-oriented or experience-based (% of cash ABR)






 






91.5%








Properties subject to master lease (% of cash ABR)






 






66.8%







Portfolio Update


Investments


During the three months ended December 31, 2025, the Company's $295.8 million of investment activity had a weighted average closing date of December 7, 2025. Additional details about the Company’s investment activity during the three months and year ended December 31, 2025 are summarized as follows:




 






 






Quarter Ended




December 31, 2025






 






Year Ended




December 31, 2025








Investments:






 






 






 






 








Investment volume






 






$295.8 million






 






$1.3 billion








Number of transactions






 






34






 






115








Property count






 






58






 






270








Weighted average cash / GAAP cap rate






 






7.7%/9.1%






 






7.9%/9.6%








Weighted average lease escalation






 






2.0%






 






2.2%








% Subject to master lease






 






76%






 






73%








% Sale-leaseback transactions






 






100%






 






95%








% Existing relationship






 






85%






 






82%








% Required financial reporting (tenant/guarantor)






 






100%






 






100%








WALT






 






19.4 years






 






18.8 years







Dispositions


The Company’s disposition activity during the three months and year ended December 31, 2025 is summarized as follows:




 






 






Quarter Ended




December 31, 2025






 






Year Ended




December 31, 2025








Dispositions:






 






 






 






 








Net proceeds






 






$48.1 million






 






$130.1 million








Number of properties sold






 






19






 






60








Net gain / (loss)






 






$4.4 million






 






$12.8 million








Weighted average cash cap rate




(excluding vacant properties and sales subject to a tenant purchase option)






 






6.9%






 






7.0%







Loan Repayments


Loan repayments received by the Company during the three months and year ended December 31, 2025 are summarized as follows:




 






 






Quarter Ended




December 31, 2025






 






Year Ended




December 31, 2025








Loan Repayments:






 






 






 






 








Proceeds—Principal






 






$18.0 million






 






$37.8 million








Number of properties






 






5






 






14








Weighted average interest rate






 






8.7%






 






8.8%







Leverage and Liquidity


The Company's leverage and liquidity as of December 31, 2025 are summarized in the following table.




 






 






December 31, 2025






 






Pro Forma (1) December 31, 2025








Leverage:






 






 






 






 








Net debt to Annualized Adjusted EBITDAre






 






4.4x






 






3.8x








 






 






 






 






 








Liquidity:






 






 






 






 








Cash and cash equivalents and restricted cash






 






$70.4 million






 






$402.5 million








Unused revolving credit facility capacity






 






$1.0 billion






 






$1.0 billion








Forward equity sales - unsettled






 






$332.2 million






 






—








Total available liquidity






 






$1.4 billion






 






$1.4 billion








 






 






 






 






 








ATM Program:






 






 






 






 








October 2024 ATM Program initial availability






 






$750.0 million






 






 








Aggregate gross sales under the October 2024 ATM Program






 






$402.5 million






 






 








Availability remaining under the October 2024 ATM Program






 






$347.5 million






 






 










 



1.






Pro forma adjustments have been made to reflect 10,900,920 unsettled shares sold on a forward basis as if they had been physically settled for cash on December 31, 2025.







Equity Activity


The Company's equity activity during the three months ended December 31, 2025 is summarized in the following table.




 






 






Primary Offering






 






ATM Program






 






Total








 






 






Shares






 






Price




(Net) (1)






 






Shares






 






Price




(Net) (1)






 






Shares






 






Price




(Net) (1)






 






Net Proceeds (000s)








Forward Shares Unsettled -




September 30, 2025






 






9,430,000






 






$30.19






 






7,521,624






 






$31.24






 






16,951,624






 






$30.84






 






$522,755








Shares Sold - Current Quarter






 






—






 






—






 






5,507,177






 






30.53






 






5,507,177






 






30.53






 






168,134








Shares Settled - Current Quarter






 






(4,715,000)






 






30.47






 






(6,842,881)






 






31.43






 






(11,557,881)






 






31.04






 






(358,738)








Forward Shares Unsettled - December 31, 2025






 






4,715,000






 






 






 






6,185,920






 






 






 






10,900,920






 






$30.47






 






$332,151










 



1.






All prices are inclusive of forward price adjustments as of December 31, 2025.







Guidance


2026 Guidance


The Company is increasing its previously issued 2026 AFFO per share estimate and now expects that fully diluted 2026 AFFO per share will be within a range of $1.99 to $2.04. The guidance range includes an estimate for investment volume of $1.0 billion to $1.4 billion, and Cash G&A of $31 million to $35 million.


Note: The Company does not provide guidance for the most comparable GAAP financial measures, net income and general and administrative expense, or a reconciliation of the forward-looking non-GAAP financial measures of AFFO to net income computed in accordance with GAAP and Cash G&A expense to general and administrative expense computed in accordance with GAAP, because it is unable to reasonably predict, without unreasonable efforts, certain items that would be contained in the GAAP measures, including items that are not indicative of the Company's ongoing operations, such as, without limitation, potential impairments of real estate assets, net gain/loss on dispositions of real estate assets, changes in allowance for credit losses and non-cash compensation expense. These items are uncertain, depend on various factors, and could have a material impact on the Company's GAAP results for the guidance period.


Dividend Information


As previously announced, on December 5, 2025, Essential Properties' board of directors declared a cash dividend of $0.31 per share of common stock for the quarter ended December 31, 2025. The fourth quarter 2025 dividend represents an annualized dividend of $1.24 per share of common stock. The dividend was paid on January 14, 2026 to stockholders of record as of the close of business on December 31, 2025.


Conference Call Information


In conjunction with the release of Essential Properties’ operating results, the Company will host a conference call on Thursday, February 12, 2026 at 10:00 a.m. ET to discuss the results. To access the conference, dial 800-245-3047 (International: 203-518-9765) and use the conference ID: EPRT. A live webcast will also be available in listen-only mode by clicking on the webcast link in the Investor Relations section at www.essentialproperties.com.


A telephone replay of the conference call can also be accessed by calling 844-512-2921 (International: 412-317-6671) and entering the access code: 11160701. The telephone replay will be available through February 26, 2026.


A replay of the conference call webcast will be available on our website approximately three hours after the conclusion of the live broadcast. The webcast replay will be available for 90 days. No access code is required for this replay.


Supplemental Materials


The Company’s Investor Presentation and Supplemental Information—Fourth Quarter 2025 is available on Essential Properties’ website at investors.essentialproperties.com.


About Essential Properties Realty Trust, Inc.


Essential Properties Realty Trust, Inc. is an internally managed REIT that acquires, owns and manages primarily single- tenant properties that are net leased on a long-term basis to companies operating service-oriented or experience-based businesses. As of December 31, 2025, the Company’s portfolio consisted of 2,300 freestanding net lease properties with a weighted average lease term of 14.4 years and a weighted average rent coverage ratio of 3.6x. In addition, as of December 31, 2025, the Company’s portfolio was 99.7% leased to tenants operating 659 different concepts across 48 states.


Forward-Looking Statements


This press release contains forward-looking statements within the meaning of the federal securities laws. When used in this press release, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximately” or “plan,” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters, are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and the Company may not be able to realize them. The Company does not guarantee that the transactions and events described will happen as described (or that they will happen at all). You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law. In light of these risks and uncertainties, the forward-looking events discussed in this press release might not occur as described, or at all.


Additional information concerning factors that could cause actual results to differ materially from these forward-looking statements is contained in the company’s Securities and Exchange Commission (the “Commission”) filings, including, but not limited to, the Company’s most recent Annual Report on Form 10-K. Copies of each filing may be obtained from the Company or the Commission. Such forward-looking statements should be regarded solely as reflections of the Company’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release.


The results reported in this press release are preliminary and not final. There can be no assurance that these results will not vary from the final results reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 that it will file with the Commission.




Essential Properties Realty Trust, Inc.








Consolidated Statements of Operations











 



 






 






Three months ended December 31,






 






Year ended December 31,








(in thousands, except share and per share data)






 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








 






 






(Unaudited)






 






(Unaudited)






 






(Unaudited)






 






(Audited)








Revenues:






 






 






 






 






 






 






 






 








Rental revenue1,2






 






$






140,091






 






 






$






112,358






 






 






$






527,534






 






 






$






425,749






 








Interest on loans and direct financing lease receivables






 






 






8,397






 






 






 






7,333






 






 






 






31,625






 






 






 






23,409






 








Other revenue






 






 






1,380






 






 






 






17






 






 






 






2,060






 






 






 






452






 








Total revenues






 






 






149,868






 






 






 






119,708






 






 






 






561,219






 






 






 






449,610






 








 






 






 






 






 






 






 






 






 








Expenses:






 






 






 






 






 






 






 






 








General and administrative






 






 






8,441






 






 






 






8,469






 






 






 






40,864






 






 






 






35,161






 








Property expenses2






 






 






1,975






 






 






 






1,313






 






 






 






7,576






 






 






 






4,997






 








Depreciation and amortization






 






 






41,044






 






 






 






32,829






 






 






 






153,602






 






 






 






122,161






 








Provision for impairment of real estate






 






 






4,063






 






 






 






2,587






 






 






 






11,997






 






 






 






14,845






 








Change in provision for credit losses






 






 






26






 






 






 






(19






)






 






 






108






 






 






 






230






 








Total expenses






 






 






55,549






 






 






 






45,179






 






 






 






214,147






 






 






 






177,394






 








Other operating income:






 






 






 






 






 






 






 






 








Gain on dispositions of real estate, net






 






 






4,428






 






 






 






4,575






 






 






 






12,849






 






 






 






5,977






 








Income from operations






 






 






98,747






 






 






 






79,104






 






 






 






359,921






 






 






 






278,193






 








Other (expense)/income:






 






 






 






 






 






 






 






 








Interest expense






 






 






(30,944






)






 






 






(23,958






)






 






 






(108,083






)






 






 






(78,544






)








Interest income






 






 






631






 






 






 






559






 






 






 






2,537






 






 






 






3,069






 








Other income






 






 






—






 






 






 






—






 






 






 






—






 






 






 






1,548






 








Income before income tax expense






 






 






68,434






 






 






 






55,705






 






 






 






254,375






 






 






 






204,266






 








Income tax expense






 






 






160






 






 






 






157






 






 






 






644






 






 






 






628






 








Net income






 






 






68,274






 






 






 






55,548






 






 






 






253,731






 






 






 






203,638






 








Net income attributable to non-controlling interests






 






 






(207






)






 






 






(174






)






 






 






(718






)






 






 






(634






)








Net income attributable to stockholders






 






$






68,067






 






 






$






55,374






 






 






$






253,013






 






 






$






203,004






 








 






 






 






 






 






 






 






 






 








Basic weighted-average shares outstanding






 






 






199,903,360






 






 






 






177,425,316






 






 






 






196,051,237






 






 






 






173,855,427






 








Basic net income per share






 






$






0.34






 






 






$






0.31






 






 






$






1.29






 






 






$






1.16






 








 






 






 






 






 






 






 






 






 








Diluted weighted-average shares outstanding






 






 






201,619,219






 






 






 






182,326,800






 






 






 






198,054,768






 






 






 






177,115,170






 








Diluted net income per share






 






$






0.34






 






 






$






0.30






 






 






$






1.28






 






 






$






1.15






 










 



1.






Includes contingent rent (based on a percentage of the tenant's gross sales at the leased property) of $104, $244, $775 and $863 for the three months and year ended December 31, 2025 and 2024, respectively.








2.






Includes reimbursable income or reimbursable expenses from the Company’s tenants of $873, $854, $4,554 and $3,188 for the three months and year ended December 31, 2025 and 2024, respectively.









Essential Properties Realty Trust, Inc.








Consolidated Balance Sheets











 



(in thousands, except share and per share data)






 






December 31, 2025






 






December 31, 2024








 






 






(Unaudited)






 






(Audited)








ASSETS






 






 






 






 








Investments:






 






 






 






 








Real estate investments, at cost:






 






 






 






 








Land and improvements






 






$






2,200,829






 






 






$






1,865,610






 








Building and improvements






 






 






4,388,959






 






 






 






3,536,000






 








Lease incentives






 






 






24,154






 






 






 






17,903






 








Construction in progress






 






 






49,881






 






 






 






153,789






 








Intangible lease assets






 






 






99,217






 






 






 






94,047






 








Total real estate investments, at cost






 






 






6,763,040






 






 






 






5,667,349






 








Less: accumulated depreciation and amortization






 






 






(612,674






)






 






 






(476,827






)








Total real estate investments, net






 






 






6,150,366






 






 






 






5,190,522






 








Loans and direct financing lease receivables, net






 






 






401,323






 






 






 






352,066






 








Real estate investments held for sale, net






 






 






2,635






 






 






 






10,018






 








Net investments






 






 






6,554,324






 






 






 






5,552,606






 








Cash and cash equivalents






 






 






60,181






 






 






 






40,713






 








Restricted cash






 






 






10,184






 






 






 






4,265






 








Straight-line rent receivable, net






 






 






191,008






 






 






 






143,435






 








Derivative assets






 






 






7,861






 






 






 






27,714






 








Rent receivables, prepaid expenses and other assets, net






 






 






39,465






 






 






 






29,949






 








Total assets






 






$






6,863,023






 






 






$






5,798,682






 








 






 






 






 






 








LIABILITIES AND EQUITY






 






 






 






 








Unsecured term loans, net of deferred financing costs






 






$






1,725,010






 






 






$






1,721,114






 








Senior unsecured notes, net






 






 






786,708






 






 






 






396,403






 








Revolving credit facility






 






 






—






 






 






 






—






 








Intangible lease liabilities, net






 






 






10,766






 






 






 






10,700






 








Dividend payable






 






 






65,391






 






 






 






55,608






 








Derivative liabilities






 






 






26,226






 






 






 






7,585






 








Accrued liabilities and other payables






 






 






41,028






 






 






 






35,145






 








Total liabilities






 






 






2,655,129






 






 






 






2,226,555






 








Commitments and contingencies






 






 






—






 






 






 






—






 








Stockholders' equity:






 






 






 






 








Preferred stock, $0.01 par value; 150,000,000 authorized; none issued and outstanding as of December 31, 2025 and 2024






 






 






—






 






 






 






—






 








Common stock, $0.01 par value; 500,000,000 authorized; 209,702,433 and 187,537,592 issued and outstanding as of December 31, 2025 and 2024, respectively






 






 






2,097






 






 






 






1,875






 








Additional paid-in capital






 






 






4,328,137






 






 






 






3,658,219






 








Distributions in excess of cumulative earnings






 






 






(109,261






)






 






 






(113,302






)








Accumulated other comprehensive (loss) income






 






 






(20,979






)






 






 






16,886






 








Total stockholders' equity






 






 






4,199,994






 






 






 






3,563,678






 








Non-controlling interests






 






 






7,900






 






 






 






8,449






 








Total equity






 






 






4,207,894






 






 






 






3,572,127






 








Total liabilities and equity






 






$






6,863,023






 






 






$






5,798,682






 















 




Essential Properties Realty Trust, Inc.








Reconciliation of Non-GAAP Financial Measures











 



 






 






Three months ended December 31,






 






Year ended December 31,








(unaudited, in thousands except per share data)






 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Net income






 






$






68,274






 






 






$






55,548






 






 






$






253,731






 






 






$






203,638






 








Depreciation and amortization of real estate






 






 






41,018






 






 






 






32,786






 






 






 






153,453






 






 






 






121,997






 








Provision for impairment of real estate






 






 






4,063






 






 






 






2,587






 






 






 






11,997






 






 






 






14,845






 








Gain on dispositions of real estate, net






 






 






(4,428






)






 






 






(4,575






)






 






 






(12,849






)






 






 






(5,977






)








Funds from Operations






 






 






108,927






 






 






 






86,346






 






 






 






406,332






 






 






 






334,503






 








Non-core expense (income)1






 






 






(2,354






)






 






 






—






 






 






 






(2,354






)






 






 






—






 








Core Funds from Operations






 






 






106,573






 






 






 






86,346






 






 






 






403,978






 






 






 






334,503






 








Adjustments:






 






 






 






 






 






 






 






 








Straight-line rental revenue, net






 






 






(12,638






)






 






 






(7,403






)






 






 






(50,162






)






 






 






(38,661






)








Non-cash interest






 






 






1,770






 






 






 






1,088






 






 






 






5,802






 






 






 






4,086






 








Non-cash compensation expense






 






 






3,420






 






 






 






2,622






 






 






 






14,438






 






 






 






10,827






 








Other amortization expense






 






 






345






 






 






 






1,066






 






 






 






1,723






 






 






 






1,802






 








Other non-cash adjustments






 






 






663






 






 






 






101






 






 






 






2,054






 






 






 






1,075






 








Capitalized interest expense






 






 






(437






)






 






 






(2,070






)






 






 






(3,192






)






 






 






(5,760






)








Adjusted Funds from Operations






 






$






99,696






 






 






$






81,750






 






 






$






374,641






 






 






$






307,872






 








 






 






 






 






 






 






 






 






 








Net income per share2:






 






 






 






 






 






 






 






 








Basic






 






$






0.34






 






 






$






0.31






 






 






$






1.29






 






 






$






1.16






 








Diluted






 






$






0.34






 






 






$






0.30






 






 






$






1.28






 






 






$






1.15






 








FFO per share2:






 






 






 






 






 






 






 






 








Basic






 






$






0.54






 






 






$






0.48






 






 






$






2.06






 






 






$






1.92






 








Diluted






 






$






0.54






 






 






$






0.47






 






 






$






2.05






 






 






$






1.89






 








Core FFO per share2:






 






 






 






 






 






 






 






 








Basic






 






$






0.53






 






 






$






0.48






 






 






$






2.05






 






 






$






1.92






 








Diluted






 






$






0.53






 






 






$






0.47






 






 






$






2.04






 






 






$






1.89






 








AFFO per share2:






 






 






 






 






 






 






 






 








Basic






 






$






0.50






 






 






$






0.46






 






 






$






1.90






 






 






$






1.76






 








Diluted






 






$






0.49






 






 






$






0.45






 






 






$






1.89






 






 






$






1.74






 










 



1.






Includes the recognition of $2.4 million of cash and non-cash compensation expense that was not incurred due to the departure of an executive during the three months and year ended December 31, 2025.








2.






Calculations exclude $211, $120, $893 and $472 from the numerator for the three months and year ended December 31, 2025 and 2024, respectively, related to dividends paid on unvested restricted stock units and LTIP units.









 






 






Three months ended December 31,






 






Year ended December 31,








(unaudited, in thousands)






 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








General and administrative expense






 






$






8,441






 






 






$






8,469






 






 






$






40,864






 






 






$






35,161






 








Non-core general and administrative expense1






 






 






2,354






 






 






 






—






 






 






 






2,354






 






 






 






—






 








Non-cash compensation expense






 






 






(3,420






)






 






 






(2,622






)






 






 






(14,438






)






 






 






(10,827






)








Straight-line rent expense






 






 






(5






)






 






 






—






 






 






 






(26






)






 






 






(1






)








Cash G&A






 






$






7,369






 






 






$






5,847






 






 






$






28,754






 






 






$






24,333






 










 



1.






Includes the recognition of $2.4 million of cash and non-cash compensation expense that was not incurred due to the departure of an executive during the three months and year ended December 31, 2025.









Essential Properties Realty Trust, Inc.








Reconciliation of Non-GAAP Financial Measures









 



(unaudited, in thousands)






 






Three months ended December 31, 2025








Net income






 






$






68,274






 








Depreciation and amortization






 






 






41,044






 








Interest expense






 






 






30,944






 








Interest income






 






 






(631






)








Income tax expense






 






 






160






 








EBITDA






 






 






139,791






 








Provision for impairment of real estate






 






 






4,063






 








Gain on dispositions of real estate, net






 






 






(4,428






)








EBITDAre






 






 






139,426






 








Adjustment for current quarter re-leasing, acquisition and disposition activity1






 






 






4,645






 








Adjustment for other non-core or non-recurring activity2






 






 






(2,047






)








Adjustment to exclude termination/prepayment fees and certain percentage rent3






 






 






(1,420






)








Adjusted EBITDAre - Current Estimated Run Rate






 






 






140,604






 








General and administrative expense






 






 






11,126






 








Adjusted net operating income ("NOI")






 






 






151,730






 








Straight-line rental revenue, net1






 






 






(14,136






)








Other amortization expense






 






 






345






 








Adjusted Cash NOI






 






$






137,939






 








 






 






 








Annualized EBITDAre






 






$






557,704






 








Annualized Adjusted EBITDAre






 






$






562,416






 








Annualized Adjusted NOI






 






$






606,920






 








Annualized Adjusted Cash NOI






 






$






551,756






 










 



1.






Adjustment is made to reflect EBITDAre, NOI and Cash NOI as if all re-leasing activity, investments in and dispositions of real estate and loan repayments completed during the three months ended December 31, 2025 had occurred on October 1, 2025.








2.






Adjustment is made to i) exclude non-core adjustments made in computing Core FFO, if any, ii) exclude changes in the Company's provision for credit losses and iii) eliminate the impact of seasonal fluctuation in certain non-cash compensation expense recorded in the period.








3.






Adjustment excludes lease termination or loan prepayment fees and contingent rent (based on a percentage of the tenant's gross sales at the leased property) where payment is subject to exceeding a sales threshold specified in the lease, if any.









Essential Properties Realty Trust, Inc.








Reconciliation of Non-GAAP Financial Measures












 






 



(unaudited, dollars in thousands, except share and per share data)






 






December 31, 2025






 






Rate






 






Wtd. Avg. Maturity








 






 






 






 






 






 






 








Unsecured debt:






 






 






 






 






 






 








February 2027 term loan1






 






$






430,000






 






2.36%






 






1.1 years








January 2028 term loan1






 






 






400,000






 






4.51%






 






2.1 years








February 2029 term loan1,2






 






 






450,000






 






5.25%






 






3.2 years








January 2030 term loan1,2






 






 






450,000






 






4.67%






 






4.0 years








Senior unsecured notes due July 2031






 






 






400,000






 






3.12%






 






5.5 years








Senior unsecured notes due December 2035






 






 






400,000






 






5.40%






 






9.9 years








Revolving credit facility2,3






 






 






—






 






—%






 






4.1 years








Total unsecured debt






 






 






2,530,000






 






4.23%






 






4.2 years








Gross debt






 






 






2,530,000






 






 






 






 








Less: cash & cash equivalents






 






 






(60,181)






 






 






 






 








Less: restricted cash available for future investment






 






 






(10,184)






 






 






 






 








Net debt






 






 






2,459,635






 






 






 






 








 






 






 






 






 






 






 








Equity:






 






 






 






 






 






 








Preferred stock






 






 






—






 






 






 






 








Common stock & OP units (210,256,280 shares @ $29.66/share as of 12/31/25)4






 






 






6,236,201






 






 






 






 








Total equity






 






 






6,236,201






 






 






 






 








Total enterprise value ("TEV")






 






$






8,695,836






 






 






 






 








 






 






 






 






 






 






 








Pro forma adjustments to Net debt and TEV:5






 






 






 






 






 






 








Net debt






 






$






2,459,635






 






 






 






 








Less: Unsettled forward equity (10,900,920 shares @ $30.47/share as of 12/31/25)






 






 






(332,151)






 






 






 






 








Pro forma net debt






 






 






2,127,484






 






 






 






 








Total equity






 






 






6,236,201






 






 






 






 








Common stock — unsettled forward equity (10,900,920 shares @ $29.66/share as of 12/31/25)






 






 






323,321






 






 






 






 








Pro forma TEV






 






$






8,687,006






 






 






 






 








 






 






 






 






 






 






 








Gross Debt / Undepreciated Gross Assets






 






 






33.8%






 






 






 






 








Net Debt / TEV






 






 






28.3%






 






 






 






 








Net Debt / Annualized Adjusted EBITDAre






 






4.4x






 






 






 






 








 






 






 






 






 






 






 








Pro Forma Gross Debt / Undepreciated Gross Assets






 






 






32.4%






 






 






 






 








Pro Forma Net Debt / Pro Forma TEV






 






 






24.5%






 






 






 






 








Pro Forma Net Debt / Annualized Adjusted EBITDAre






 






3.8x






 






 






 






 









 






 






 








1.






Rates presented for the Company's term loans are fixed at the stated rates after giving effect to its interest rate swaps plus applicable margin of 95bps (for the 2027 term loan) or 85bps (for the 2028, 2029 and 2030 term loans).








2.






Weighted average maturity calculation is made after giving effect to extension options exercisable at the Company's election.








3.






The Company's revolving credit facility provides a maximum aggregate initial original principal amount of up to $1.0 billion and includes an accordion feature to increase, subject to certain conditions, the maximum availability of the facility by up to $1.0 billion. Borrowings bear interest at Term SOFR plus applicable margin of 77.5bps.








4.






Common stock & OP units as of December 31, 2025, based on 209,702,433 common shares outstanding and 553,847 OP units held by non-controlling interests.








5.






Pro forma adjustments have been made to reflect the unsettled portion of shares sold on a forward basis as if they had been physically settled for cash on December 31, 2025.







Non-GAAP Financial Measures and Certain Definitions


The Company’s reported results are presented in accordance with GAAP. The Company also discloses the following non-GAAP financial measures: FFO, Core FFO, AFFO, earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA further adjusted to exclude gains (or losses) on sales of depreciable property and real estate impairment losses (“EBITDAre”), net debt, net operating income (“NOI”), cash NOI (“Cash NOI”), adjusted EBITDAre, adjusted NOI, adjusted Cash NOI and cash general and administrative expense (“Cash G&A”). The Company believes these non-GAAP financial measures are industry measures used by analysts and investors to compare the operating performance of REITs.


FFO, Core FFO and AFFO


The Company computes FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO is used by management, and may be useful to investors and analysts, to facilitate meaningful comparisons of operating performance between periods and among the Company’s peers primarily because it excludes the effect of real estate depreciation and amortization and net gains and losses on sales (which are dependent on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions).


The Company computes Core FFO by adjusting FFO, as defined by NAREIT, to exclude certain GAAP income and expense amounts that it believes are infrequent and unusual in nature and/or not related to its core real estate operations. Exclusion of these items from similar FFO-type metrics is common within the equity REIT industry, and management believes that presentation of Core FFO provides investors with a metric to assist in their evaluation of our operating performance across multiple periods and in comparison to the operating performance of our peers, because it removes the effect of unusual items that are not expected to impact our operating performance on an ongoing basis. Core FFO is used by management in evaluating the performance of our core business operations. Items included in calculating FFO that may be excluded in calculating Core FFO include certain transaction related gains, losses, income or expenses or other non-core amounts as they occur.


To derive AFFO, the Company modifies its computation of Core FFO to include other adjustments to GAAP net income related to certain items that it believes are not indicative of the Company’s operating performance, including straight-line rental revenue, non-cash interest, non-cash compensation expense, other amortization expense, other non-cash adjustments and capitalized interest expense. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. The Company believes that AFFO is an additional useful supplemental measure for investors to consider when assessing the Company’s operating performance without the distortions created by non-cash items and certain other revenues and expenses.


FFO, Core FFO and AFFO do not include all items of revenue and expense included in net income, they do not represent cash generated from operating activities and they are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operations as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. Additionally, our computation of FFO, Core FFO and AFFO may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.


EBITDA and EBITDAre


The Company computes EBITDA as earnings before interest, income taxes and depreciation and amortization. In 2017, NAREIT issued a white paper recommending that companies that report EBITDA also report EBITDAre. The Company computes EBITDAre in accordance with the definition adopted by NAREIT. NAREIT defines EBITDAre as EBITDA (as defined above) excluding gains (or losses) from the sales of depreciable property and real estate impairment losses. The Company presents EBITDA and EBITDAre as they are measures commonly used in its industry and the Company believes that these measures are useful to investors and analysts because they provide supplemental information concerning its operating performance, exclusive of certain non-cash items and other costs. The Company uses EBITDA and EBITDAre as measures of its operating performance and not as measures of liquidity.


EBITDA and EBITDAre do not include all items of revenue and expense included in net income, they do not represent cash generated from operating activities and they are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operations as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. Additionally, the Company’s computation of EBITDA and EBITDAre may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.


Net Debt


The Company calculates its net debt as its gross debt (defined as total debt plus net deferred financing costs on its secured borrowings) less cash and cash equivalents and restricted cash available for future investment. The Company believes excluding cash and cash equivalents and restricted cash available for future investment from gross debt, all of which could be used to repay debt, provides an estimate of the net contractual amount of borrowed capital to be repaid, which it believes is a beneficial disclosure to investors and analysts.


NOI and Cash NOI


The Company computes NOI as total revenues less property expenses. NOI excludes all other items of expense and income included in the financial statements in calculating net income or loss. Cash NOI further excludes non-cash items included in total revenues and property expenses, such as straight-line rental revenue and other amortization and non-cash adjustments. The Company believes NOI and Cash NOI provide useful information because they reflect only those revenue and expense items that are incurred at the property level and present such items on an unlevered basis.


NOI and Cash NOI are not measures of financial performance under GAAP. You should not consider the Company’s NOI and Cash NOI as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. Additionally, the Company’s computation of NOI and Cash NOI may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.


Adjusted EBITDAre / Adjusted NOI / Adjusted Cash NOI


The Company further adjusts EBITDAre, NOI and Cash NOI i) based on an estimate calculated as if all investment and disposition activity that took place during the quarter had occurred on the first day of the quarter, ii) to exclude certain GAAP income and expense amounts that the Company believes are infrequent and unusual in nature and iii) to eliminate the impact of lease termination or loan prepayment fees and contingent rental revenue from its tenants which is subject to sales thresholds specified in the lease. The Company then annualizes these estimates for the current quarter by multiplying them by four, which it believes provides a meaningful estimate of the Company’s current run rate for all investments as of the end of the current quarter. You should not unduly rely on these measures, as they are based on assumptions and estimates that may prove to be inaccurate. The Company’s actual reported EBITDAre, NOI and Cash NOI for future periods may be significantly less than these estimates of current run rates.


Cash G&A


The Company computes Cash G&A as general and administrative expense, as determined in accordance with GAAP, less non-core general and administrative expense, non-cash compensation expense and straight-line rent expense on leases where it is the lessee. The Company excludes non-core general and administrative expense, non-cash compensation expense and straight-line rent expense because they may cause short-term fluctuations in general and administrative expense but have no impact on operating cash flows or long-term operating performance. The Company believes that Cash G&A is a useful supplemental measure for investors to consider when assessing its operating performance without the distortion created by non-cash and non-core items.


Cash G&A is not a measure of financial performance under GAAP. You should not consider the Company's Cash G&A as an alternative to general and administrative expense determined in accordance with GAAP. Additionally, the Company's computation of Cash G&A may differ from the methodology for calculating this metric used by other equity REITs, and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.


Cash ABR


Cash ABR means annualized contractually specified cash base rent in effect as of the end of the current quarter for all of the Company’s leases (including those accounted for as direct financing leases) commenced as of that date and annualized cash interest on its mortgage loans receivable as of that date.


Cash Cap Rate


Cash Cap Rate means expected annual contractually specified cash rent and interest at the time of investment or disposition divided by the gross investment or sale price, as applicable, for the property, including transaction costs.


GAAP Cap Rate


GAAP Cap Rate means expected annual rental and interest income computed in accordance with GAAP at the time of investments divided by the gross investment in the property, including transactions costs.


Rent Coverage Ratio


Rent coverage ratio means the ratio of tenant-reported or, when unavailable, management’s estimate based on tenant-reported financial information, annual EBITDA and cash rent attributable to the leased property (or properties, in the case of a master lease) to the annualized base rental obligation as of a specified date.


Weighted Average Annual Escalation


Weighted average annual escalation rate means the entire portfolio reflects as if all escalations occur annually. For leases in which rent escalates by the greater of a stated fixed percentage or CPI, we have assumed an escalation equal to the stated fixed percentage in the lease. As any future increase in CPI is unknowable at this time, we have not included an increase in the rent pursuant to these leases in the weighted average annual escalation rate presented.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260211585228/en/
Investor/Media:

Essential Properties Realty Trust, Inc.

Sheryl Kaul

Director, Financial Planning & Data Analytics

609-436-0619

investors@essentialproperties.com


Original: Essential Properties Announces Fourth Quarter 2025 Results