Essential Properties Realty Trust美股招股说明书(2026-07-24版)

Essential Properties Realty Trust, Inc.Common Stock We have entered into an ATM Equity Offering Sales Agreement, or the sales agreement, with BofA Securities, Inc., Barclays Capital Inc.,BMO Capital Markets Corp., BNP Paribas Securities Corp., Cantor Fitzgerald & Co., Capital One Securities, Inc., Citigroup Global MarketsInc., Citizens JMP Securities, LLC, Evercore Group L.L.C., Goldman Sachs& Co. LLC, Huntington Securities, Inc., Mizuho Securities USALLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Raymond James & Associates, Inc., Regions Securities LLC, ScotiaCapital (USA) Inc., Stifel, Nicolaus& Company, Incorporated, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities,LLC, or the agents, and the forward purchasers (as defined below), relating to the offering of shares of our common stock, $0.01 par value pershare, having an aggregate gross sales price of up to $750,000,000. As of the date of this prospectus supplement, an aggregate gross salesprice of approximately $470.1 million of shares have been sold under an ATM Equity Offering Sales Agreement, dated as of October 25,2024, as amended by Amendment No. 1 to the ATM Equity Offering Sales Agreement, dated as of April 28, 2025, relating to the offering ofshares of our common stock having an aggregate gross sales price of up to $750,000,000, or the prior sales agreement. In connection withentering into the sales agreement, we are terminating the prior sales agreement. In accordance with the terms of the sales agreement, shares of our common stock may be offered and sold from time to time through theagents as our sales agents or, if applicable, as forward sellers. Sales of shares of our common stock, if any, will be made in negotiatedtransactions, including block trades, or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the SecuritiesAct of 1933, as amended, or the Securities Act, by means of ordinary brokers’ transactions at market prices prevailing at the time of sale,including sales made directly on the New York Stock Exchange, or the NYSE, sales made to or through a market maker and sales madethrough other securities exchanges or electronic communications networks. Our common stock is listed on the NYSE under the symbol “EPRT.” The last sale price of our common stock as reported on the NYSEon July23, 2026was$32.10per share. We elected to qualify as a real estate investment trust, or REIT, for federal income tax purposes commencing with our taxable year endedDecember31, 2018. To assist us in maintaining our qualification as a REIT for U.S. federal income tax purposes, and other reasons, subject tocertain exceptions, no person may own more than 9.8%, in value or in number of shares, whichever is more restrictive, of the outstandingshares of our common stock, or 9.8% in value of the aggregate of the outstanding shares of our capital stock. You should read the informationunder the section entitled “Restrictions on Ownership and Transfer” in the accompanying prospectus for a description of these and otherrestrictions on ownership and transfer of our stock. The sales agreement contemplates that, in addition to the issuance and sale by us of shares of our common stock to or through the agents,we may enter into separate forward sale agreements with each of Bank of America, N.A., Barclays Bank PLC, Bank of Montreal, BNPParibas, CF Secured, LLC, Citibank, N.A., Citizens JMP Securities, LLC, Goldman Sachs& Co. LLC, Huntington Securities, Inc., MizuhoMarkets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., RegionsSecurities LLC, Stifel, Nicolaus& Company, Incorporated, StoneX Financial Inc., The Bank of Nova Scotia, The Toronto-Dominion Bank,Truist Bank and Wells Fargo Bank, National Association, or one of their respective affiliates, or the forward purchasers. If we enter into aforward sale agreement with any forward purchaser, we expect that such forward purchaser (or its affiliate) will attempt to borrow from thirdparties and sell, through the relevant agent, acting as sales agent for such forward purchaser, shares of our common stock to hedge suchforward purchaser’s exposure under such forward sale agreement. We refer to an agent, when acting as sales agent for the relevant forwardpurchaser, as, individually, a “forward seller” and, collectively, the “forward sellers.” Unless otherwise expressly stated or the contextotherwise requires, references herein to the “related” or “relevant” forward purchaser mean, with respect to any agent, the affiliate of suchagent that is acting as forward purchaser or, if applicable, such agent acting in its capacity as forward purchaser. We will not receive anyproceeds from any sale of shares of our common stock borrowed by a forward purchaser (or its affiliate) and sold through a forward seller. We currently expect to fully physically settle each forward sale agreement,