In May 2023, the Company’s stockholders approved the Essential Properties Realty Trust, Inc. 2023 Incentive Plan (the “2023 Equity Incentive Plan”), which replaced the Essential Properties Realty Trust, Inc. 2018 Incentive Plan (the “2018 Equity Incentive Plan” and, collectively with the 2023 Equity Incentive Plan, the “Equity Incentive Plans”). The 2023 Equity Incentive Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSUs, other stock awards, performance awards and LTIP Units up to an aggregate of 4,300,808 shares of the Company’s common stock, subject to certain conditions. Officers, employees, non-employee directors, consultants, independent contractors and agents who provide services to the Company or to any subsidiary of the Company are eligible to receive such awards. All subsequent awards of equity will be granted under the 2023 Equity Incentive Plan, and no further awards will be made under the 2018 Equity Incentive Plan.


	Restricted Stock Units			LTIP Units
	Units	Wtd. Avg. Grant Date Fair Value		Units	Wtd. Avg. Grant Date Fair Value
Unvested, January 1, 2024	743,853	$	32.56	—	$	—
Granted	527,686	33.05		—	—
Vested	(319,738)	32.54		—	—
Forfeited	—	—		—	—
Unvested, June 30, 2024	951,801	$	32.84	—	$	—

Unvested, January 1, 2025	953,401	$	32.87	—	$	—
Granted	355,875	34.25		221,983	38.39
Vested	(464,287)	32.86		—	—
Forfeited	(7,803)	28.57		—	—
Unvested, June 30, 2025	837,186	$	33.50	221,983	$	38.39

The Company issues grants of performance-based RSUs and LTIP Units to the Company’s senior management team under the Equity Incentive Plans. Of these awards, 75%, in the case of performance-based RSU awards issued in 2021, 2022, and 2023, and 100%, in the case of awards issued subsequent to 2023, are non-vested RSUs or LTIP Units for which vesting percentages and the ultimate number of units vesting is calculated based on the total stockholder return (“TSR”) of the Company’s common stock as compared to the TSR of peer companies identified in the grant agreements over the relevant performance period. The payout schedule can produce vesting percentages ranging from 0% to 250% of target. TSR is calculated over the performance period for each award based upon the average closing price for the 20-trading day period ending December 31st of the year prior to grant divided by the average closing price for the 20-trading day period ending December 31st of the third year following the grant. The target number of units is based on achieving a TSR equal to the 50th percentile of the peer group. The Company records expense on these TSR RSUs and LTIP Units based on achieving the target.

The following table summarizes the Company’s performance-based RSU and LTIP Unit grants at target during the relevant periods:


	2025	2024	2023	2022	2021
Performance-based RSU grants	6,840	149,936	147,587	149,699	126,353
Performance-based LTIP Unit grants	133,191	—	—	—	—
Total performance-based grants	140,031	149,936	147,587	149,699	126,353

The remaining 25% of the performance-based RSUs issued in 2021, 2022, and 2023 vest based on the Compensation Committee's subjective evaluation of the individual recipient’s achievement of certain strategic objectives over the relevant performance period of the award. In February 2024 and 2025, the Compensation Committee identified specific performance targets and completed its subjective evaluation in relation to the performance-based RSUs issued in 2021 and 2022 and concluded that 63,448 and 85,114 RSUs, respectively, should be awarded. 50% of these RSUs vested immediately upon the Compensation Committee's certification and the remaining 50% vested or will vest on the December 31st following the Compensation Committee's certification, subject to the recipient's continued provision of service to the Company through such date. The Company began

As of June 30, 2025, the Compensation Committee had not identified specific performance targets relating to the individual recipients' achievement of strategic objectives for the subjective awards granted in 2023. As such, these awards do not have either a service inception or a grant date for GAAP accounting purposes and the Company recorded no compensation expense with respect to this portion of the performance-based RSUs during the three and six months ended June 30, 2025 and 2024.

The Company also issues RSUs and LTIP Units to the Company’s executive officers, other employees and directors under the Equity Incentive Plans which vest over a period of up to five years from the date of grant, subject to the individual recipient’s continued provision of service to the Company through the applicable vesting dates.

The following table summarizes the Company’s service-based vesting RSU and LTIP Unit grants during the relevant periods:


	2025	2024	2023	2022	2021
RSU grants	92,434	179,187	210,406	199,793	135,686
LTIP Unit grants	88,792	—	—	—	—
Total grants	181,226	179,187	210,406	199,793	135,686

In January 2022, the Company issued 69,372 performance-based RSUs (at target) to an executive officer under the Equity Incentive Plans. These RSUs vest based on the compound annual growth rate of the Company’s adjusted funds from operations ("AFFO CAGR") over a four year performance period, and the payout schedule can produce vesting percentages ranging from 0% to 200% of target. To the extent the performance goal is achieved, these performance-based RSUs will vest in 50% increments on each of the four-year and five-year anniversary of the grant date, subject to the recipient's continued provision of service to the Company through the applicable vesting dates. As of June 30, 2025 and 2024, based on its AFFO CAGR forecasts, the Company believes it is probable that the maximum performance level will be achieved and recorded compensation expense based off of this estimate during the three and six months ended June 30, 2025 and 2024.

A portion of the RSUs that vested in 2025 and 2024 were net share settled such that the Company withheld shares with a value equal to the relevant employee's income and employment tax obligations with respect to the vesting and remitted a cash payment to the appropriate taxing authority.


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2025		2024		2025		2024
Compensation cost recognized in general and administrative expense	$	3,496	$	2,642	$	7,464	$	5,587
Dividend equivalents and distributions declared and charged directly to distributions in excess of cumulative earnings	229		118		455		234
Fair value of units vested during the period	616		591		15,255		10,404