Essential Properties Realty Trust, Inc. (NYSE: EPRT; the “Company”) announced today that its operating partnership, Essential Properties, L.P. (the “Operating Partnership”), intends to offer, subject to market and other conditions, $450.0 million aggregate principal amount of exchangeable senior notes due 2032 (the “Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company will fully and unconditionally guarantee the Notes on a senior, unsecured basis. The Operating Partnership also expects to grant the initial purchasers of the Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $67.5 million aggregate principal amount of Notes.

The Notes will be senior, unsecured obligations of the Operating Partnership and will accrue interest, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2027. The Notes will mature on January 15, 2032, unless earlier repurchased, redeemed or exchanged. Noteholders will have the right to exchange their Notes in certain circumstances and during specified periods. The Operating Partnership will settle exchanges by paying cash up to the principal amount of the Notes exchanged and, if applicable, paying or delivering, as the case may be, cash or shares of the Company’s common stock or a combination thereof.

The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Operating Partnership’s option at any time, and from time to time, on or after January 21, 2030 and on or before the 60th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the exchange price for a specified period of time and certain other conditions are satisfied. In addition, the Notes will be redeemable, in whole or in part, at the Operating Partnership’s option at any time to the extent necessary to preserve the Company’s status as a real estate investment trust for U.S. federal income tax purposes and the Notes will also be redeemable, in whole but not in part, at the Operating Partnership’s option at any time if the aggregate principal amount of the Notes that remain outstanding is less than 10% of the aggregate principal amount of Notes issued in the offering (including any Notes issued pursuant to any exercise of the initial purchasers’ option to purchase additional Notes), in each case subject to certain conditions. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If a “fundamental change” (as defined in the indenture for the Notes) occurs, then, subject to a limited exception, noteholders may require the Operating Partnership to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The Notes will be entitled to the benefits of a registration rights agreement pursuant to which the Company will agree to register, under the Securities Act, the resale of the shares of the Company’s common stock, if any, issuable upon exchange of the Notes within specified time periods and subject to certain limitations.

The interest rate, initial exchange rate and other terms of the Notes will be determined at the pricing of the offering.

The Operating Partnership intends to use the net proceeds from the offering (i) to fund the cost of entering into the capped call transactions described below; and (ii) to reduce amounts outstanding under its revolving credit facility. If the initial purchasers exercise their option to purchase additional Notes, then the Operating Partnership intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below.

In connection with the pricing of the Notes, the Operating Partnership and the Company expect to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or one or more other financial institutions (the “Option Counterparties”). The capped call transactions are expected to cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of the Company’s common stock that will initially underlie the Notes. If the initial purchasers exercise their option to purchase additional Notes, then the Operating Partnership and the Company expect to enter into additional capped call transactions with the Option Counterparties.

The capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any exchange of the Notes and/or offset any potential cash payments the Operating Partnership is required to make in excess of the principal amount of exchanged Notes, as the case may be, upon exchange of the Notes. If, however, the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.

In connection with establishing their initial hedges of the capped call transactions, the Option Counterparties or their respective affiliates expect to enter into various derivative transactions with respect to the Company’s common stock and/or purchase shares of the Company’s common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company’s common stock or the Notes at that time.

In addition, the Option Counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock or other securities of the Company in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so following any fundamental change repurchase, redemption or early exchange of the Notes and during any observation period related to an exchange of Notes after October 15, 2031, or, to the extent the Operating Partnership exercises the relevant election under the capped call transactions, following any other repurchase of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of the Company’s common stock or the Notes, which could affect the ability to exchange the Notes, and, to the extent the activity occurs during any observation period related to an exchange of Notes, it could affect the number of shares and value of the consideration that noteholders will receive upon exchange of the Notes.

The offer and sale of the Notes, the guarantee and any shares of the Company’s common stock issuable upon exchange of the Notes have not been registered under the Securities Act or any other securities laws, and the Notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. Although the Operating Partnership and the Company will enter into a registration rights agreement pursuant to which the Company will agree to register, under the Securities Act, the resale of the shares of the Company’s common stock, if any, issuable upon exchange of the Notes, the registration rights agreement will contain significant limitations, and a resale registration statement may not be available at the time investors wish to resell the shares of the Company’s common stock, if any, issuable upon exchange of their Notes.

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 the Notes or any shares of the Company’s common stock issuable upon exchange of the Notes 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 “intends,” “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 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 September 30, 2026, the Company’s portfolio consisted of 2,580 freestanding net lease properties with a weighted average lease term of 14.2 years and a weighted average rent coverage ratio of 3.5x. In addition, as of September 30, 2026, the Company’s portfolio was 99.6% leased to tenants operating 727 different concepts across 49 states.

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