Essential Properties Realty Trust (EPRT) Proxy filing summary

Executive summary

• Net income grew by $50.1 million (25%) and AFFO by $66.8 million (22%) in 2025 versus 2024; AFFO per share rose 9%.

• Achieved record investments: $1.3 billion in 270 properties at a 7.9% cap rate, highest in company history.

• Maintained strong balance sheet: pro forma net debt-to-annualized adjusted EBITDAre at 3.8x, 100% unsecured debt, $1.4 billion liquidity.

• Raised $615.9 million in equity, expanded revolving credit facility to $1.0 billion, and issued $400 million in senior notes.

• Portfolio grew to $7.2 billion in real estate, 2,300 properties, 99.7% leased, with top tenant at 3.4% of base rent.

• Increased annualized dividend by 5.1% to $1.24 per share.

Voting matters and shareholder proposals

• Election of eight directors to serve until the 2027 annual meeting.

• Advisory vote on executive compensation (say-on-pay).

• Advisory vote on frequency of future say-on-pay votes, with Board recommending annual votes.

• Ratification of Grant Thornton LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of eight members, 88% independent, 50% female, average tenure six years.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Investment, all fully independent.

• Board refreshment: 50% of directors elected since 2020; new director added in 2025.

• Board separates Chair and CEO roles; independent Chair leads executive sessions.

• Annual board and committee performance assessments; robust whistleblower and ethics policies.