UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 1117, 2026

Date of Report (Date of earliest event reported)

Essential Properties Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-38530

82-4005693

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

5 Vaughn Drive, Suite 202

Princeton, New Jersey

08540

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(609) 436-0619

5 Vaughn Drive, Suite 202

Princeton, New Jersey

08540

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(609) 436-0619


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act 17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common stock, $0.01 par value

EPRT

New York Stock Exchange

Common stock, $0.01 par value per share

EPRT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 2 8.0201 Other ~~— Results of Operations and Financial Condition~~Events.

On February 11 17, 2026, Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company”), ~~issued~~and Essential Properties, L.P., a ~~press~~Delaware ~~release~~limited ~~announcing~~partnership (the ~~Company’s~~“Operating ~~financial~~Partnership”), ~~results~~entered ~~for~~into an underwriting agreement (the ~~three~~“Underwriting ~~months~~Agreement”) ~~and~~with ~~year~~BofA ~~ended~~Securities, ~~December 31~~Inc., ~~2025~~Mizuho Securities USA LLC, Truist Securities, Inc. ~~The~~and ~~press~~Wells ~~release~~Fargo isSecurities, ~~furnished~~LLC, ~~hereto~~as representatives of the several underwriters named in Schedule I thereto (in such capacities, the “Underwriters”), forward sellers (in such capacities, the “Forward Sellers”) and affiliates thereof as ~~Exhibit~~forward 99purchasers (in such capacities, the “Forward Purchasers”), relating to the offer and sale of 12,499,999 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), on a forward basis (including 1,630,434 ~~and~~shares ~~incorporated~~of ~~herein~~Common byStock ~~reference~~relating to the Underwriters’ option to purchase additional shares, which option the Underwriters exercised in full) (the “Offering”). The Offering closed on February 19, 2026.

~~Item~~The 7Underwriting Agreement contains customary representations, warranties and covenants among the parties.~~01—~~ ~~Regulation~~These FDrepresentations, ~~Disclosure~~warranties and covenants are not representations of factual information to investors about the Company, the Operating Partnership or their respective subsidiaries, and the sale of Common Stock pursuant to the Underwriting Agreement is not a representation that there has not been any change in the condition of the Company or the Operating Partnership.

OnIn connection with the Offering, on February 11 17, 2026, the Company ~~issued~~entered ~~its~~into ~~Investor~~forward ~~Presentation~~sale ~~and~~agreements ~~Supplemental~~(the ~~Information—Fourth~~“Initial ~~Quarter~~Forward ~~2025~~Sale Agreements”) with each Forward Purchaser. ~~The~~On ~~Investor~~February ~~Presentation~~18, ~~and~~2026, ~~Supplemental~~in ~~Information—Fourth~~connection ~~Quarter~~with ~~2025~~the isexercise ~~furnished~~in ~~hereto~~full asof ~~Exhibit~~the ~~99.2~~Underwriters’ ~~and~~option ~~incorporated~~to ~~herein~~purchase byadditional ~~reference~~shares, the Company entered into additional forward sale agreements (together with the Initial Forward Sale Agreements, the “Forward Sale Agreements”) with each Forward Purchaser.

~~The~~On ~~foregoing~~February ~~information~~19, is2026, ~~furnished~~the ~~pursuant~~Forward toSellers ~~Item~~borrowed ~~2.02~~and sold an aggregate of 12,499,999 ~~“Results~~shares of ~~Operations~~Common ~~and~~Stock. ~~Financial~~The ~~Condition,”~~Company ~~and~~intends ~~Item~~(subject ~~7.01,~~to ~~“Regulation~~the FDCompany’s ~~Disclosure.”~~right ~~The~~to ~~information~~elect incash ~~Items~~or ~~2.02~~net ~~and~~share ~~7.01~~settlement subject to certain conditions) to deliver, upon physical settlement of ~~this~~the ~~Current~~Forward ~~Report~~Sale Agreements on ~~Form~~one ~~8-K~~or ~~and~~more dates specified by the ~~exhibits~~Company ~~furnished~~occurring ~~therewith~~no ~~shall~~later ~~not~~than beFebruary ~~deemed~~17, ~~“filed”~~2028, ~~for~~an ~~purposes~~aggregate of ~~Section~~12,499,999 18shares of Common Stock to the ~~Securities~~Forward ~~Exchange~~Purchasers ~~Act~~in ofexchange ~~1934~~for orcash ~~otherwise~~proceeds ~~subject~~per share equal to the ~~liabilities~~applicable offorward ~~that~~sale ~~Section~~price, ~~and~~which ~~shall~~will ~~not~~ be orthe bepublic ~~deemed~~offering price less the underwriting discounts and commissions and subject to becertain ~~incorporated~~adjustments byas ~~reference~~provided in ~~any~~the ~~filing~~Forward ~~under~~Sale Agreements. The Company intends to contribute the ~~Securities~~net ~~Act~~proceeds from the settlement of ~~1933~~the orForward Sale Agreements to the ~~Securities~~Operating ~~Exchange~~Partnership ~~Act~~in exchange for units of ~~1934~~limited partnership interest in the Operating Partnership, ~~regardless~~and ofthe ~~any~~Operating ~~general~~Partnership ~~incorporation~~intends ~~language~~to inuse such ~~filing~~net proceeds for general corporate purposes, including potential future investments.

The Offering was made pursuant to the Company’s effective automatic shelf registration statement on Form S-3 (File No. 333-280265) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on June 17, 2024.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference, and copies of the Forward Sale Agreements are attached hereto as Exhibits 1.2, 1.3, 1.4, 1.5, 1.6, 1.7, 1.8 and 1.9 and are incorporated herein by reference. The summaries of the Underwriting Agreement and the Forward Sale Agreements set forth herein are qualified in their entirety by reference to these exhibits.

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Description~~	Description
99.1	Earnings Press Release dated February 11, 2026 for the three months and year ended December 31, 2025
1.1		Underwriting Agreement, dated as of February 17, 2026, among the Company and the Operating Partnership, on the one hand, and BofA Securities, Inc., Mizuho Securities USA LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as Underwriters and Forward Sellers, and affiliates thereof as Forward Purchasers, on the other hand
99.2	Investor Presentation and Supplemental Information—Fourth Quarter 2025
1.2		Forward Confirmation, dated February 17, 2026, between the Company and BofA Securities, Inc. (or its affiliate)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
1.3		Forward Confirmation, dated February 17, 2026, between the Company and Mizuho Securities USA LLC (or its affiliate)
1.4		Forward Confirmation, dated February 17, 2026, between the Company and Truist Securities, Inc. (or its affiliate)
1.5		Forward Confirmation, dated February 17, 2026, between the Company and Wells Fargo Securities, LLC (or its affiliate)
1.6		Forward Confirmation, dated February 18, 2026, between the Company and BofA Securities, Inc. (or its affiliate)
1.7		Forward Confirmation, dated February 18, 2026, between the Company and Mizuho Securities USA LLC (or its affiliate)
1.8		Forward Confirmation, dated February 18, 2026, between the Company and Truist Securities, Inc. (or its affiliate)
1.9		Forward Confirmation, dated February 18, 2026, between the Company and Wells Fargo Securities, LLC (or its affiliate)
5.1		Opinion of Venable LLP as to the legality of the Common Stock
23.1		Consent of Venable LLP (included in Exhibit 5.1)
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 11, 2026	ESSENTIAL PROPERTIES REALTY TRUST, INC.
	ESSENTIAL PROPERTIES REALTY TRUST, INC.
	By:	/s/ Robert W. Salisbury
Date: February 19, 2026	By:	/s/ Robert W. Salisbury
		Robert W. Salisbury
		Executive Vice President, Chief Financial Officer and Secretary
		Executive Vice President, Chief FinancialOfficer and Secretary

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