Essential Properties Realty Trust Inc 2025年度报告

Securities registered pursuant to Section12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ 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 Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required 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 reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company, “and "emerging growth company" in Rule 12b-2 ofthe Exchange Act. Large accelerated filer Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial 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 its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport. Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe 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-based compensation received by anyof 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 30, 2025 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the registrant's sharesof common stock, $0.01 par value, held by non-affiliates of the registrant, was $6.3billion based on the last reported sale price of $31.91 per share on the NewYork Stock Exchange on June 30, 2025. The number of shares of the registrant's Common Stock outstanding as of February11, 2026 was 209,879,818. Documents Incorporated by Reference Portions of the Definitive Proxy Statement for the registrant's 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this report. Theregistrant expects to file such proxy statement within 120 days after the end of its fiscal year. Table of Contents PART I BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures PARTII Item5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity SecuritiesItem6.[Reserved]Item7.Management's Discussion and Analysis of Financial Condition and Results of OperationsItem7A.Quantitative and Qualitative Disclosures About Market RiskItem8.Financial Statements and Supplementary DataItem9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem9A.Controls and ProceduresItem9B.Other InformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PARTIII Item10.Directors, Executive Officers and Corporate Governance110Item11.Executive Compensation110Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters110Item13.Certain Relationships and Related Transactions, and Director Independence110Item14.Principal Accountant Fees and Services110 PARTIV Exhibits and Financial Statement SchedulesForm 10-K SummarySignaturesSchedules Item15.111Item16.115116F-1 PART I In this Annual Report, we refer to Essential Properties Realty Trust, Inc., a Maryland corporation, together with itsconsolidated subsidiaries, including, Essential Properties, L.P., a Delaware limited partnership and its operatingpartnership (the "Operating Partnership"), as "we," "us," "our" or "the Company" unless we specifically state otherwise orthe context otherwise requires. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains "f