Essential Properties Realty Trust美股招股说明书(2026-06-05版)

Essential Properties, L.P. 5.375% Senior Notes due 2036guaranteed byEssential Properties Realty Trust, Inc. Essential Properties, L.P., a Delaware limited partnership, is offering $400,000,000aggregate principal amount of 5.375% Senior Notes due 2036(the “notes”).The notes will bear interest at the rate of 5.375% per year and will mature on July 15, 2036. Interest on the notes is payable on January 15 and July 15 of each year,commencing onJanuary 15, 2027. Prior to April 15, 2036 (three months prior to their maturity date) (the “Par Call Date”), Essential Properties, L.P. may redeem the notes at its option, in whole or inpart, at any time and from time to time, at the applicable redemption price described under the caption “Description of Notes—Optional Redemption.” On or after thePar Call Date, Essential Properties, L.P. may redeem the notes, in whole or in part, at any time and from time to time, at a redemption price in cash equal to 100% of theprincipal amount of the notes being redeemed plus unpaid interest accrued thereon to, but not including, the redemption date. The notes will be Essential Properties, L.P.’s senior unsecured obligations, will rank equally in right of payment with all of its other existing and future seniorunsecured indebtedness and will be effectively subordinated in right of payment to all of its existing and future mortgage indebtedness and other secured indebtedness(to the extent of the value of the collateral securing such indebtedness), to all existing and future indebtedness and other liabilities, whether secured or unsecured, of itssubsidiaries and of any entity it accounts for using the equity method of accounting and to all preferred equity not owned by it, if any, in any of its subsidiaries and inany entity it accounts for using the equity method of accounting. The notes will be fully and unconditionally guaranteed by Essential Properties Realty Trust, Inc., a Maryland corporation. Essential Properties Realty Trust, Inc.does not have any significant operations or material assets other than its direct and indirect investments in Essential Properties, L.P. The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any securities exchange or forquotation of the notes on any automated dealer quotation system. Investing in the notes involves risks. You should read carefully and consider the “Risk Factors” beginning on pageS-7of this prospectus supplement andthe risk factors described in our Annual Report on Form 10-K for the year ended December31, 2025, which is incorporated by reference herein, for factorsyou should consider before investing in the notes. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Public offering priceUnderwriting discountProceeds, before expenses, to Essential Properties, L.P.(1) (1)Plus accrued interest from June15, 2026, if settlement occurs after that date. The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, includingEuroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, S.A., against payment in New York, New York on or about June15, 2026. Joint Book-Running Managers BofA Securities TABLE OF CONTENTS Prospectus SupplementABOUT THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF NOTESBOOK-ENTRY, DELIVERY AND FORMADDITIONAL FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSINFORMATION INCORPORATED BY REFERENCE Prospectus ABOUT THIS PROSPECTUSINFORMATION INCORPORATED BY REFERENCEWHERE YOU CAN FIND MORE INFORMATIONSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSESSENTIAL PROPERTIES REALTY TRUST, INC.RISK FACTORSGUARANTOR DISCLOSURESUSE OF PROCEEDSDESCRIPTION OF COMMON STOCKDESCRIPTION OF PREFERRED STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF OTHER SECURITIESGLOBAL SECURITIESRESTRICTIONS ON OWNERSHIP AND TRANSFERCERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWSFEDERAL INCOME TAX CONSIDERATIONSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Neither we nor the underwriters have authorized any person to give you any information or to make any representationsin connection with the offering to which this prospectus supplement and the accompanying prospectus relate other than thosecontained in or incorporated by reference in this prospectus supplement, the accompanying prospectus or any applicable freewriting prospectus prepared by us. If given or made, any such information or representations must not be relied upon ashaving been so authorized