Essential Properties Realty Trust Inc 2024年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,“and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. Yes☐No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☐ As of June 28, 2024 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value ofthe registrant's shares of common stock, $0.01 par value, held by non-affiliates of the registrant, was $4.8 billion based on the last reportedsale price of $27.71 per share on the New York Stock Exchange on June 28, 2024. The number of shares of the registrant's Common Stock outstanding as of February 12, 2025 was 187,691,457. Documents Incorporated by Reference Portions of the Definitive Proxy Statement for the registrant's 2025 Annual Meeting of Stockholders are incorporated by reference into Part IIIof this report. The registrant expects to file such proxy statement within 120 days after the end of its fiscal year. Table of Contents PART I Item 1.Business4Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments35Item 1C.Cybersecurity35Item 2.Properties37Item 3.Legal Proceedings43Item 4.Mine Safety Disclosures43 PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities44Item 6.[Reserved]45Item 7.Management's Discussion and Analysis of Financial Condition and Results ofOperations46Item 7A.Quantitative and Qualitative Disclosures About Market Risk64Item 8.Financial Statements and Supplementary Data65Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure108Item 9A.Controls and Procedures108Item 9B.Other Information109Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections109 PART III Item 10.Directors, Executive Officers and Corporate Governance110Item 11.Executive Compensation110Item 12.Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters110Item 13.Certain Relationships and Related Transactions, and Director Independence110Item 14.Principal Accounting Fees and Services110 PART IV Item 15.Exhibits, Financial Statement Schedules111Item 16.Form 10-K Summary113Signatures114SchedulesF-1 PART I In this Annual Report, we refer to Essential Properties Realty Trust, Inc., a Maryland corporation,together with its consolidated subsidiaries, including, Essential Properties, L.P., a Delaware limitedpartnership and its operating partnership (the "Operating Partnership"), as "we," "us," "our" or "theCompany" unless we specifically state otherwise or the context otherwise requires. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains "forward-looking statements" within the meaning of Section 27A of theSecurities Act of 1933, as amended (the "Securities Act"), and Section 21E