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, 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

Unvested, January 1, 2026	789,213	$	33.59	189,410	$	38.39
Granted	406,821	35.71		310,550	37.71
Vested	(601,959)	33.70		(18,940)	30.90
Forfeited	(3,090)	31.67		—	—
Unvested, June 30, 2026	590,985	$	34.95	481,020	$	38.25

Performance-Based Awards. 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 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:


	2026	2025	2024	2023	2022
Performance-based RSU grants	—	6,840	149,936	147,587	149,699
Performance-based LTIP Unit grants	173,056	133,191	—	—	—
Total performance-based grants	173,056	140,031	149,936	147,587	149,699

The remaining 25% of the performance-based RSUs issued in 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 2025 and 2026, the Compensation Committee identified specific performance targets and completed its subjective evaluation in relation to the performance-based RSUs issued in 2022 and 2023 and concluded that 85,114 and 87,465 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

January 2022 Performance-Based Award. In January 2022, the Company issued 69,372 performance-based RSUs (at target) to an executive officer under the Equity Incentive Plans. The payout of this RSU award was determined by reference to the compound annual growth rate of the Company’s adjusted funds from operations ("AFFO CAGR") over a four year performance period that ended on December 31, 2025, and the payout schedule could produce vesting percentages ranging from 0% to 200% of target. Based on the Company's actual performance through the performance period ended December 31, 2025, this award vested at 200% of target. 50% of these RSUs vested in January 2026, and the remaining 50% will vest in January 2027, subject to the recipient's continued provision of service to the Company through such date. During the three and six months ended June 30, 2026, based on the Company's actual AFFO CAGR performance during the performance period, and during the three and six months ended June 30, 2025, based on the Company's AFFO CAGR forecast for the performance period, the Company concluded that achievement of the maximum performance level was probable and recorded compensation expense based on these actual or forecasted AFFO CAGRs.

Service-Based Awards. 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:


	2026	2025	2024	2023	2022
RSU grants	104,911	102,892	179,187	210,406	199,793
LTIP Unit grants	137,494	88,792	—	—	—
Total grants	242,405	191,684	179,187	210,406	199,793

A portion of the RSUs that vested in 2026 and 2025 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.

Alignment of Interest Program. Under the Company's Alignment of Interest Program (the “AIP”) adopted in February 2026, certain senior-level employees of the Company may elect to defer some or all of their future cash bonuses into RSUs or LTIP Units and, depending on the deferral period, receive additional equity awards, with the equity awards subject to service-based vesting conditions. Such awards vest over periods ranging from zero to five years in accordance with the terms of the applicable grant agreements. Compensation expense is recognized on a straight-line basis over the requisite service period for the entire award, which commences in the performance year to which the bonus relates. The awards under the AIP are accounted for as liability-classified awards as the service inception date precedes the accounting grant date. The awards will be re-classified as equity-classified awards following the accounting grant date. Accordingly, the awards are measured at fair value and accrued over the applicable service period. The total estimated fair value of the elections made for 2026 under the AIP was $2.1 million as of June 30, 2026. The awards are remeasured to fair value at each reporting period until the unvested RSUs or LTIP Units are granted. For the three and six months ended June 30, 2026, the Company recognized compensation expense of $0.1 million and $0.2 million, respectively, associated with these awards.


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2026		2025		2026		2025
Compensation cost recognized in general and administrative expense	$	3,461	$	3,496	$	7,459	$	7,464
Dividend equivalents and distributions declared and charged directly to distributions in excess of cumulative earnings	377		229		739		455
Fair value of units vested during the period	811		616		20,869		15,255