DEF 14A of Essential Properties Realty Trust, Inc., Mar 31, 2026

DEF 14A of Essential Properties Realty Trust, Inc.

Filed Mar 31, 2026 · FY20250001193125-26-134683

Open on EDGAR

  1. Proposal No. 1—Election of Directors

    Proposal No. 1—Election of Directors The number of directors that serve on the Board is currently set at eight and may be fixed from time to time by the Board in the manner provided in the Company’s bylaws, except that the total number of directors may never be fewer than one or, unless our Bylaws are amended, more than fifteen (15). In accordance with the Company’s bylaws and Maryland law, directors are elected to serve until the next annual meeting of stockholders and until their successors are duly elected and qualify or until their earlier removal, resignation or death. Mr. Estes, an independent member of our Board, serves as its non-executive Chair. Our Board has the following four standing committees, each of which is comprised entirely of independent directors: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Investment Committee.

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Name | Age | Positions Held with the Company | Director of the Company Since | Committee Memberships(1) | Other Public Company Boards | | Joyce DeLucca | 61 | Director Compensation Committee Chair | 2018 | C, I | 0 | | Scott A. Estes | 55 | Director Board Chair | 2018 | A, C | 2 | | Peter M. Mavoides | 59 | President, Chief Executive Officer Director | 2018 | | 0 | | Lawrence J. Minich | 78 | Director | 2020 | A, NCG, I | 0 | | Heather L. Neary | 50 | Director | 2020 | NCG, C | 0 | | Stephen D. Sautel | 57 | Director Nominating and Corporate Governance Committee Chair | 2018 | NCG | 0 | | Janaki Sivanesan | 54 | Director Audit Committee Chair | 2020 | A, NCG, I | 1 | | Kristin L. Smallwood | 57 | Director | 2025 | A | 0 |

  4. Director Nominees

    | (1) A = Audit Committee; C = Compensation Committee; NCG = Nominating and Corporate Governance Committee; I = Investment Committee |

  5. Director Nominees

    Each of the eight director nominees listed above currently serves as a director of the Company, and their biographies can be found below under “—Biographical Information Regarding the Board.” Each director was elected to our Board by our stockholders at our 2025 Annual Meeting of Stockholders, except for Ms. Smallwood, who was elected to our Board by our directors on July 15, 2025. Each of the eight director nominees was recommended by the Nominating and Corporate Governance Committee and nominated by the Board to stand for election at the Annual Meeting. In selecting director nominees, the Board seeks to monitor the mix of experience, qualifications, attributes and skills of its members in order to ensure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. For more information about the qualifications and skills of each of the director nominees, see “—Background and Experience of Directors.” The affirmative vote of a plurality of all the votes cast, virtually or by proxy, at the Annual Meeting in the election of directors is required for the election of a nominee as a director. This means the eight nominees receiving the greatest number of votes will be elected. Stockholders of the Company are not permitted to cumulate their votes for the election of directors. Unless contrary instructions are given, shares represented by duly authorized proxies solicited by the Board will be voted FOR the election of each of the nominees named above. At this time, the Board knows of no reason why any of the nominees listed above may not be able to serve as a director if elected. If any person named as a nominee should be unable or unwilling to stand for election at the time of the Annual Meeting, shares represented by duly authorized proxies may be voted for a replacement nominee designated by the Board or the Board may reduce the number of directors to be elected at the Annual Meeting. The Board unanimously recommends that you vote “FOR” the election of each of the nominees named above.

  6. Board Refreshment and Key Board Characteristics

    Board Refreshment and Key Board Characteristics Our Board is committed to periodic board refreshment, which we believe promotes effective board structure and composition. We seek to add directors who contribute to diversity of background, expertise, perspective, age, gender and ethnicity. In January 2020, we elected each of Lawrence J. Minich, Heather L. Neary and Janaki Sivanesan to our Board, and in July 2025 we elected Kristin L. Smallwood to our Board. These directors added expertise, perspective, and age and gender diversity. Our Board currently has the following key characteristics: Diverse: 50% of our Board is female. Independent: Seven of our eight directors (i.e., all of our directors other than our Chief Executive Officer), or 88%, are independent. Refreshed: 50% of our directors were initially elected since January 2020. Young: 75% of our directors are in their 50s.

  7. Biographical Information Regarding the Board

    Biographical Information Regarding the Board Set forth below is biographical information for each director nominee, each of whom currently serves as a director of the Company. Joyce DeLucca. Ms. DeLucca has served as a director since 2018. Ms. DeLucca is a Partner of BD Capital Management LLC, a private investment firm focusing on performing and distressed commercial real estate. Until December 2020, Ms. DeLucca was Managing Director at Hayfin Capital Management, LLC, a private investment firm focusing on direct lending, special opportunities, high yield credit and securitized credit. Ms. DeLucca joined Hayfin in January 2018, when Hayfin acquired Kingsland Capital Management LLC. Kingsland was an investment manager specializing in collateralized loan obligations and leveraged credit that was founded by Ms. DeLucca in January 2005, and where she served as Managing Principal and Chief Investment Officer. Ms. DeLucca’s career spans 32 years in the debt capital markets, including management of high yield, leveraged loan, distressed and mezzanine assets. Prior to establishing Kingsland, Ms. DeLucca was a Managing Principal at Katonah Capital, an asset manager focusing on leveraged loans and high yield bonds, from 2000 to 2004. Previously, Ms. DeLucca was a Managing Director at Chase Manhattan Bank, where she co-founded Octagon Credit Investors, from 1995 until 1999. Ms. DeLucca was also a Portfolio Manager and Investment Advisor at Fisher Brothers from 1989 to 1995, where she focused on distressed and high yield investing. She began her career as a trader and analyst with Bernstein Macaulay’s high yield bond and mortgage-backed securities divisions, where she was employed from 1986 to 1989. Ms. DeLucca served on the Regulatory and Board Nominating Committees of the Loan Sales and Trading Association from 2006 to 2010. She received a B.S. in Finance from Ithaca College in 1986 and is a CFA charterholder. Scott A. Estes. Mr. Estes has served as a director since 2018, and as the Chair of our Board since January 2024. Mr. Estes served as Executive Vice President-Chief Financial Officer of Welltower Inc. (“Welltower”), a NYSE-listed, S&P 500 constituent REIT focused on healthcare infrastructure, from January 2009 to October 2017. Mr. Estes served as Senior Vice President and Chief Financial Officer of Welltower from March 2006 to January 2009 and as Vice President of Finance of Welltower from April 2003 to March 2006. From January 2000 to April 2003, Mr. Estes served as a Senior Equity Research Analyst and Vice President with Deutsche Bank Securities, a financial services firm, with primary coverage of the Healthcare REIT and Healthcare Services industry sub-sectors. Previously, Mr. Estes served as a Vice President of Bank of America Securities from January 1998 through December 1999 and as an Associate Analyst and Vice President at Morgan Stanley from March 1994 through December 1997. Mr. Estes is a member of the board of trustees of JBG Smith Properties, a NYSE-listed REIT that owns, operates, invests in and develops a mixed-use portfolio of office, multifamily and retail assets concentrated in leading urban infill submarkets in and around Washington, DC, where he serves as the Chair of the Audit Committee. Since August 2022, Mr. Estes has served on the board of directors of American Healthcare REIT, Inc., a NYSE-listed REIT that owns and manages a portfolio of healthcare real estate assets, where he serves as Chair of the Audit Committee. Mr. Estes received his B.A. in Economics in 1993 from The College of William and Mary. Peter M. Mavoides. Mr. Mavoides has been our President and Chief Executive Officer since 2018, and he held similar positions since March 2016 at Essential Properties Realty Trust LLC, which became our operating partnership in connection with our June 2018 initial public offering. From September 2011 through February 2015, Mr. Mavoides was the President and Chief Operating Officer of Spirit Realty Capital, Inc. (“Spirit”), an NYSE-listed REIT that invests primarily in single-tenant, net leased real estate. While at Spirit, Mr. Mavoides was instrumental in transforming that company from a private enterprise, with approximately $3.2 billion of total assets and 37 employees at the time of its September 2012 initial public offering, to a public company with approximately $8.0 billion of total assets and over 70 employees at the time of his departure in February 2015. During his tenure at Spirit, Mr. Mavoides chaired the company’s investment committee and led the team that created the infrastructure that acquired over 150 separate investments with an aggregate purchase price of nearly $2.0 billion and an average investment per property of $2.6 million over a period of approximately three years. Mr. Mavoides previously worked for Sovereign, as its President and Chief Executive Officer, from May 2003 to January 2011. Sovereign is a private equity firm that focuses on investment opportunities relating to long-term, net-leased real estate. While at Sovereign, Mr. Mavoides developed and implemented a business plan pursuant to which Sovereign grew from a startup to a leading investor focused on single-tenant, net leased properties, and he implemented an investment strategy pursuant to which over $1.0 billion was invested in net lease transactions. During his tenure at Spirit and Sovereign, Mr. Mavoides was instrumental in structuring the investment of approximately $4.0 billion in net lease assets. Prior to joining Sovereign, Mr. Mavoides was employed by Eastdil Realty, a subsidiary of Wells Fargo Bank, and worked in the banking group at Citigroup, where he focused on the structuring of sale-leaseback transactions. Mr. Mavoides received a B.S. from the United States Military Academy and an M.B.A. from the University of Michigan. Lawrence J. Minich. Mr. Minich has served as a director since 2020. Mr. Minich retired in 2019 as an executive officer of Hotshine Holdings, Inc. (d/b/a Mister Car Wash), a private equity-backed company that went public on the NYSE in June 2021. Mister Car Wash is one of the largest car wash operators in the United States. Mr. Minich served as the company’s Chief Financial Officer from 1999-2013, at which time he relinquished that position as part of the company’s management succession plan, and from 2014-2019 he served as a Vice President of and Special Advisor to Mister Car Wash. During that later period, Mr. Minich continued to work with the company’s acquisition team in evaluating and negotiating acquisitions, including the sourcing and negotiation of sale-leaseback transactions. He also served on the company’s investment committee and as an advisor to senior management on strategic, operational and administrative matters. Prior to his affiliation with Mister Car Wash, Mr. Minich worked as a financial consultant from 1997-1999 and served as Senior Vice President & Treasurer of Blue Coral, Inc., a privately held manufacturing company in the automotive aftermarket, from 1981-1996, when the company was sold to Quaker State Oil. Earlier in his career, from 1970-1981, Mr. Minich worked in the audit department of Arthur Andersen & Co. Mr. Minich received his B.S. in Accounting from the University of Akron in 1970 and his CPA certificate in 1972.

  8. Biographical Information Regarding the Board

    Heather L. Neary. Ms. Neary has served as a director since 2020. Ms. Neary has served as the President and CEO of Taco John’s, a 400 unit quick service restaurant franchise operator, since March 2024. From March 2021 through January 2024, Ms. Neary served as Brand President/KBP Bells for KBP Brands, a large franchisor of Taco Bell, KFC and Arby’s operating properties. From November 2015 through January 2021, Ms. Neary was the President of Auntie Anne’s, a leading soft pretzel franchisor, with more than 1,800 locations in 48 states and over 25 countries. Ms. Neary joined Auntie Anne’s in 2005 and held positions of increasing responsibility, including Vice President, Global Marketing immediately prior to her promotion to President in 2015. During her tenure at Auntie Anne’s, Ms. Neary was responsible for various functions, including overseeing marketing, communications, operations, research and development, product innovation and the franchisee leadership team. Prior to joining Auntie Anne’s, Ms. Neary held roles in marketing and as a managing editor for a business magazine. In addition to her commercial activities, Ms. Neary serves on the Board of Directors for the National Restaurant Association. She also serves on the Board of Advisors for Penn State Harrisburg and the Advisory Board for Alex’s Lemonade Stand Foundation. Ms. Neary received a B.A. from Millersville University in 1999 and an M.B.A. from Penn State University in 2009. Stephen D. Sautel. Mr. Sautel has served as a director since 2018. Mr. Sautel is a private investor and serves on the board of several companies engaged in diverse businesses. From 2021 to 2023, Mr. Sautel served as a director of Horizon Acquisition Corporation II, a special-purpose acquisition company, and from 2017 to 2022, Mr. Sautel served as a director of CBAM Holdings, LLC, which was sold to affiliates of the Carlyle Group, Inc. in 2022. From 2014 to 2018, Mr. Sautel served as a director of Guggenheim Partners Investment Management Holdings, LLC, a diversified institutional investment management firm. From 2001 to 2014, Mr. Sautel was an investment professional at Guggenheim Capital, LLC, where he held the titles of Senior Managing Director and Chief Operating Officer of the Investments Business. While at Guggenheim, Mr. Sautel co-founded the firm’s credit investing business and later was responsible for supervising the firm’s investment management operations. Prior to Guggenheim, Mr. Sautel worked at J.H. Whitney & Co., First Chicago Capital Markets, and Arthur Andersen & Co. Mr. Sautel received a B.B.A. from the University of Kentucky in 1991 and an M.B.A. from the University of Michigan in 1996. Mr. Sautel is a CFA charterholder. Janaki Sivanesan. Ms. Sivanesan has served as a director since 2020. Ms. Sivanesan is a practicing attorney and private investor in early stage and middle market companies. She was also a founding principal of a private equity firm focused on middle market investments. Ms. Sivanesan has over 20 years of legal experience, including practicing as a partner at large international firms. As an independent sponsor-principal and as a legal advisor, Ms. Sivanesan has participated in a wide range of transactions, including mergers and acquisitions, complex corporate financings and restructurings. Ms. Sivanesan has structured and negotiated private equity and debt investments in a range of industries, including technology, healthcare, oil and gas, and real estate development. Ms. Sivanesan also has experience in cross-border transactions related to manufacturing and outsourcing, and is knowledgeable with respect to business operations in India. Ms. Sivanesan has been a member of the Board of Directors of Hurco Companies, Inc. (Nasdaq Global Select Market: HURC), an international industrial technology company, since 2008. Ms. Sivanesan received her Bachelors of Arts in Business Administration, finance, magna cum laude, from Kennesaw State University in 1991 and her Juris Doctor, cum laude, from Case Western Reserve University School of Law in 1995. Kristin L. Smallwood. Ms. Smallwood has served as a director since July 2025. Ms. Smallwood spent almost 30 years with PricewaterhouseCoopers L.L.P., or PwC. Ms. Smallwood was a partner with PwC from 2006 until her retirement in 2025. Ms. Smallwood served a broad spectrum of publicly traded and privately held clients in an audit capacity focused on complex issues in accounting, auditing, risk management, and regulatory and securities matters. Ms. Smallwood also served clients in a non-audit capacity in the Transaction Services Practice focused on sell-side and buy-side analysis and complex transactional accounting such as sale-leaseback and purchase price allocation accounting. Her leadership experience with PwC includes service as the US Automotive Assurance Sector Leader from 2015 until 2018. Prior to PwC, Ms. Smallwood worked at Michigan National Bank in commercial lending from 1991 to 1994. Ms. Smallwood serves on the Board of Directors of United Way for Southeastern Michigan as the Audit Committee Chair. Ms. Smallwood also serves on the Board of Directors of Inforum, a not-for-profit organization focused on accelerating careers for women in business. Ms. Smallwood received a B.A. in Economics from Albion College in 1991 and an M.B.A. in Finance from the University of Michigan in 1996. Ms. Smallwood is a Certified Public Accountant.

  9. Director Compensation

    Director Compensation

  10. 2025 Director Compensation Table

    2025 Director Compensation Table The following table shows the compensation earned by our non-employee directors for services during 2025. Directors employed by us are not entitled to receive compensation for their services as a director. Mr. Mavoides, our President and Chief Executive Officer and a member of our Board, received no separate compensation for serving on our Board during 2025. Please see the “2025 Summary Compensation Table” for a summary of the compensation received by Mr. Mavoides with respect to 2025.

  11. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($000s) | Stock Awards(1) ($000s) | Total ($000s) | | Joyce DeLucca | $85 | $119 | $204 | | Scott A. Estes | $208 | $119 | $327 | | Lawrence J. Minich | $88 | $119 | $207 | | Heather L. Neary | $84 | $119 | $203 | | Stephen D. Sautel | $83 | $119 | $202 | | Janaki Sivanesan | $100 | $119 | $219 | | Kristin L. Smallwood(2) | $38 | $191 | $229 |

  12. 2025 Director Compensation Table

    | (1) The stock award amounts in this column reflect the aggregate fair value on the grant date computed in accordance with FASB ASC Topic 718. That fair value was calculated based on the number of restricted stock units (“RSUs”) subject to the award multiplied by the average market price of a share on the date of grant. As of December 31, 2025, each of Messrs. Estes, Minich, and Sautel and Mses. DeLucca, Neary and Sivanesan had 3,818 unvested RSUs outstanding and Ms. Smallwood had 6,233 unvested RSUs outstanding. |

  13. 2025 Director Compensation Table

    | (2) Ms. Smallwood was elected to our Board in July 2025. Her cash retainer and equity award were prorated to reflect her service during 2025. In addition, she received an initial RSU award with a grant date fair value of $95,991 which vests over a three-year period beginning on the date of her election, subject to her continued service on the Board. |

  14. 2025 Director Compensation Table

    With respect to 2025, the Board approved adjustments to the non-employee director compensation program following a review of market data. The analysis showed that the Company’s non-employee director compensation, last updated in 2022, was below the 25th percentile of the peer group. The 2025 adjustments are intended to better align compensation with market practices and maintain competitive positioning among peers. In 2025, each of our non-employee directors received, as compensation for services as a director, an annual award of $120,000 of RSUs, with the actual grant date fair value determined by dividing $120,000 by our stock price on the grant date and rounding down to the nearest share, and an annual cash retainer of $70,000. The equity awards granted to our non-employee directors were made pursuant to our Essential Properties Realty Trust, Inc. 2023 Incentive Plan (the “2023 Incentive Plan”) and are scheduled to vest on the earlier to occur of (i) the first anniversary of the date of grant and (ii) the first annual meeting of the Company’s stockholders that occurs after the date of grant, subject to the director’s continued service on our Board. Our Chair, Mr. Estes, received an additional annual cash retainer of $120,000. Directors who served on our Audit Committee, other than the chair of the committee, received an additional annual cash retainer of $12,500, directors who served on our Compensation Committee, other than the chair of the committee, received an additional annual cash retainer of $10,000 and directors who served on our Nominating and Corporate Governance Committee, other than the chair of the committee, received an additional annual cash retainer of $8,750. The director who served as chair of the Audit Committee received an additional annual cash retainer of $25,000, the director who served as chair of the Compensation Committee received an additional annual cash retainer of $20,000 and the director who served as chair of the Nominating and Corporate Governance Committee received an additional annual cash retainer of $17,500. Directors who served on the Investment Committee do not receive a separate cash retainer for this service. Directors receive pro-rated amounts of the annual cash retainer and annual RSU award for the portion of the first year in which they are appointed or elected to serve as a Board member or committee chair. In addition, to provide an immediate alignment with the interests of our stockholders, a newly appointed or elected director may receive an initial RSU award, with the amount determined based on the input of the Compensation Committee’s compensation consultant.

  15. Business Highlights

    Historical Total Stockholder Return. Our strategic objective is to create value for our stockholders over the long term by delivering strong operational performance, which we believe will result in appreciable total stockholder return (“TSR”), which considers both the change in the price per share of our common stock on the NYSE and the dividends paid per share of common stock during the relevant period. The following charts illustrate our TSR during the three- and five-year periods ended December 31, 2025 and since our initial public offering in June 2018 through December 31, 2025, relative to the 2025 Compensation Peer Group (as defined below). As presented in the third chart below, from our initial public offering in June 2018 through December 31, 2025, we have the highest TSR relative to the 2025 Compensation Peer Group.

  16. Executive Compensation Program Highlights

    | ✓ | What We Do:X | What We Don’t Do: | | ✓ | We Balance Short-Term and Long-Term Incentives: Our incentive programs provide a balance of annual and longer-term incentives, including a variety of performance metrics that measure both absolute and relative performance.X | No Guaranteed Incentives: We do not provide multi-year guaranteed incentive awards for our NEOs. | | ✓ | We Seek the Input of our Stockholders: Annually, we present our executive compensation to a “Say-on-Pay” vote by our stockholders.X | No Current Payment of Dividends or Dividend Equivalents on Unvested Performance-Based RSUs: Dividend equivalents accrue during the vesting period and are only paid to the extent the underlying performance-based RSUs vest. | | ✓ | We Seek Alignment with Our Stockholders: We require both our NEOs and our directors to maintain a meaningful ownership stake in the Company through our stock ownership policy. We also design our executive compensation program to align with long-term objectives that support the creation of stockholder value.X | No Excessive Perquisites: Our NEOs are provided with limited perquisites and benefits. | | ✓ | We Align Compensation Practices with Market: As part of our annual review of executive compensation, we evaluate and consider market data for applicable peers.X | No Hedging or Pledging: We have policies that prohibit our directors, officers and employees from hedging their ownership in our stock, and prohibit our directors and executive officers from pledging or otherwise encumbering Company securities as collateral for indebtedness. | | ✓ | We Retain an Independent Compensation Consultant: Our Compensation Committee engages an independent compensation consultant to provide guidance on a variety of compensation matters.X | No Tax Gross-Ups: We do not provide tax gross-ups on any severance, change-in-control or other payments. | | | X | No Automatic Change in Control Acceleration: We do not provide “single-trigger” accelerated vesting of equity-based awards upon a change in control. See “—Severance and Change in Control Arrangements” below. |

  17. How We Determine Compensation

    How We Determine Compensation Role of the Compensation Committee. The Compensation Committee, operating pursuant to authority delegated to it by the Board, oversees the design, development and implementation of our executive compensation program. The Compensation Committee also administers our compensation plans and awards for the Company’s directors and NEOs and is primarily responsible for reviewing and approving our compensation policies and the compensation paid to our NEOs. The Compensation Committee’s responsibilities are set forth in its written charter. Role of Management. Our President and Chief Executive Officer works closely with the Compensation Committee and its independent compensation consultant to analyze relevant peer data and to provide input into the compensation program design. Management assists the Compensation Committee’s independent compensation consultant in its review of executive compensation by providing historical compensation information. Management makes recommendations for the program design for the NEOs for consideration by the Compensation Committee, with all compensation decisions made by the Compensation Committee. Role of Independent Compensation Consultant. In 2025, the Compensation Committee engaged Ferguson Partners Consulting L.P. (“FPC”) as its independent compensation consultant to assist the Compensation Committee with the design of our executive compensation program. FPC provided the Compensation Committee with market data and made recommendations regarding the compensation mix and levels with respect to the 2025 executive compensation program described herein. The Compensation Committee has assessed the independence of FPC pursuant to the NYSE rules and the Company concluded that the work performed by FPC did not raise any conflict of interest. Competitive Market Analysis. In developing our executive compensation program, the Compensation Committee, with the assistance of FPC and management, gathers and reviews the compensation practices, salary levels and target incentive levels of a group of other publicly traded REITs considered by the Compensation Committee to be comparable to the Company in terms of size, business model and geography. As part of its annual review of executive compensation, the Compensation Committee, in consultation with FPC, reviews peer group composition and assesses whether any adjustments are appropriate. As described below, the Compensation Committee, with input from FPC, made an adjustment to remove two companies from and add two companies to the peer group used for consideration in determining 2025 compensation. Using the below methodology, the Compensation Committee, with input from FPC, approved the peer group for use in informing 2025 compensation decisions (the “2025 Compensation Peer Group”). In developing the 2025 Compensation Peer Group, the Compensation Committee considered various factors, including:

  18. How We Determine Compensation

    The companies selected for the 2025 Compensation Peer Group, per the methodology described above, are those the Compensation Committee believes are best suited to provide a meaningful review of current market practices. Changes to the peer group were intended to more accurately reflect our size, operational activity and geography. Changes to the 2025 Compensation Peer Group, as compared to the compensation peer group used to evaluate 2024 compensation decisions, are shown below.

  19. How We Determine Compensation

    Source: Bloomberg, data as of December 31, 2025. Note: When applicable, units in an operating partnership, representing non-controlling interests, are included in Market Capitalization and Total Capitalization (as applicable). The 2025 Compensation Peer Group was used by the Compensation Committee to evaluate pay level and overall compensation design. We use a different peer group to evaluate TSR, which, as described more fully below under “Long-Term Incentives”, is an element used in evaluating certain aspects of our performance-based compensation and includes companies that we believe are more similar to us in terms of business operations and industry focus and an appropriate measure of our relative performance. The Compensation Committee does not target compensation at a specific percentile of peer group data. Rather, the Compensation Committee seeks to develop an overall compensation program that is informed by peer group data, as well as other factors that the committee, in its collective judgment, believes to be relevant. Factors that the Compensation Committee considers include an executive’s experience and performance and internal pay equity among the Company’s senior management team (considering each executive’s respective scope of responsibilities and specific skills, and ability to impact business results) and other business events or conditions.

  20. Elements of 2025 Compensation

    | Component | Objective | 2025 Metrics and Key Features | | Base Salary | • Fixed cash compensation that provides a reliable and competitive source of income. | • Reviewed annually in the context of responsibilities, experience, relevant benchmarking data and individual performance. | | Short-Term Incentive Program | • Rewards achievement of annual goals and objectives. • Provides at-risk opportunities to earn additional compensation linked to Company-wide and individual performance. | • 75% is based on pre-established performance goals: ○ AFFO per Share (50%) ○ Pro Forma Net Debt-to-Annualized Adjusted EBITDAre Ratio (25%) • 25% is based on a qualitative assessment of individual performance. | | Long-Term Incentive Program | • A combination of vehicles that, in combination, motivates and rewards long-term value creation, enhances retention, increases stock ownership and aligns the interests of the NEOs and the stockholders. | Performance-Based RSUs or LTIP Units(1) • 60% weighting • Based on three-year relative TSR performance • Subject to a cutback if absolute TSR is negative • Vest 50% at the end of the performance period and 50% on the following one-year anniversary Time-Based RSUs or LTIP Units(1) • 40% weighting • Vest ratably over a four-year period |

  21. Elements of 2025 Compensation

    | (1) At each NEO’s election, the form of long-term incentive program equity awards may be either RSUs or long-term incentive plan units (“LTIP Units”). |

  22. Elements of 2025 Compensation

    Short-Term Incentives. Payment opportunities for cash awards under the annual cash bonus program are expressed as a percentage of base salary and are designed to reflect each individual’s contributions to the Company and the market level of compensation for such position. We have designed our annual cash bonus program to motivate the Company’s executive officers to achieve performance goals established by the Compensation Committee that reinforce our annual business plan, to assist the Company in attracting and retaining qualified executives and to promote the alignment of the NEOs’ interests with those of the Company’s stockholders. For 2025, the Compensation Committee approved the following threshold, target and maximum cash bonus award opportunities, expressed as a percentage of base salary, for each NEO, which did not change as compared to 2024:

  23. Elements of 2025 Compensation

    | | Payout Opportunities(1) (as a percentage of base salary) | | | | Name | Threshold | Target | Maximum | | Peter M. Mavoides | 50% | 150% | 250% | | Mark E. Patten | 50% | 125% | 200% | | A Joseph Peil | 50% | 125% | 200% | | R. Max Jenkins | 50% | 125% | 200% |

  24. Elements of 2025 Compensation

    | (1) Straight line interpolation is used to determine payouts for results in between performance levels. |

  25. 2025 Short-Term Incentive Measures and Actual Performance

    2025 Short-Term Incentive Measures and Actual Performance The Compensation Committee establishes annual goals based on Company guidance, industry expectations and internal planning. Target levels are intended to be rigorous yet achievable, while maximum levels represent stretch outcomes that drive meaningful stockholder value. For 2025, the Compensation Committee refined the annual cash bonus program to strengthen alignment with key drivers of financial performance, improving line-of-sight and reinforcing our pay-for-performance philosophy. Accordingly, gross investments, same-store rent growth and ESG were removed from the 2025 annual cash bonus program, with weightings reallocated toa profitability metric, AFFO per Share (50%), and a leverage metric, Pro Forma Net Debt-to-Annualized Adjusted EBITDAre Ratio (25%). The following summarizes the Committee’s goal-setting rationale:

  26. 2025 Short-Term Incentive Measures and Actual Performance

    | • | AFFO per Share: AFFO per share was selected as the key profitability metric, as it is the performance measure most commonly used by investors to assess and compare REIT performance and aligns management incentives with how REITs create and distribute value. The target level was calibrated at the midpoint of the Company’s AFFO per share guidance. |

  27. 2025 Short-Term Incentive Measures and Actual Performance

    | • | Pro Forma Net Debt-to-Annualized Adjusted EBITDAre Ratio: The ratio of pro forma net debt to annualized adjusted EBITDAre is a meaningful measure of our leverage and is indicative of whether our balance sheet is positioned to fund external growth opportunities while maintaining a conservative long-term leverage profile. The Threshold, Target and Maximum levels are determined based on annual forecasts and are not explicitly tied to prior year results. |

  28. 2025 Short-Term Incentive Measures and Actual Performance

    | • | Individual Performance: For 2025, the Compensation Committee considered both qualitative and quantitative criteria, including investor engagement, employee management, investment quality, capital markets activity, asset management, and compliance and reporting performance when determining each NEO’s overall individual performance helping to ensure that management was motivated to execute other key strategic initiatives. |

  29. 2025 Short-Term Incentive Measures and Actual Performance

    The following table summarizes the 2025 performance criteria, weighting, threshold, target and maximum goals and actual results:

  30. 2025 Short-Term Incentive Measures and Actual Performance

    | | | Performance Level | | | 2025 Actual Results | | Performance Criteria | Weighting | Threshold | Target | Maximum | | | AFFO per Share(1) | 50% | $1.85 | $1.87 | $1.89 | $1.89 | | Pro Forma Net Debt-to-Annualized Adjusted EBITDAre Ratio(1)(2) | 25% | 4.5x | 4.3x | 4.1x | 3.6x | | Individual | 25% | Subjective Review | | | See below |

  31. 2025 Short-Term Incentive Measures and Actual Performance

    | (1) Non-GAAP financial measure. See Annex A for a reconciliation of non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP. |

  32. 2025 Short-Term Incentive Measures and Actual Performance

    | (2) Performance levels and actual results are calculated using the straight average of the pro form net debt-to-annualized adjusted EBITDAre ratio as of each of March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025. |

  33. 2025 Short-Term Incentive Measures and Actual Performance

    Individual Performance Results. Accomplishments made and considered for the individual metrics include the following:

  34. 2025 Short-Term Incentive Measures and Actual Performance

    | • | In 2025, in 115 separate transactions, we invested $1.3 billion in 270 properties at a going in cash investment yield of 7.9% - a record level of gross investments in our history. |

  35. 2025 Short-Term Incentive Measures and Actual Performance

    | • | This 7.9% investment yield for 2025 investments was approximately 372 bps above the 10-Year Treasury Note yield at December 31, 2025. |

  36. 2025 Short-Term Incentive Measures and Actual Performance

    | • | The overall health of our portfolio remained strong, with unit level rent coverage at the end of the year equaling 3.6x, and same store rent growth was 1.6%. |

  37. 2025 Short-Term Incentive Measures and Actual Performance

    | • | Our portfolio had 99.7% occupancy and a weighted average remaining lease term of 14.4 years as of December 31, 2025. |

  38. 2025 Short-Term Incentive Measures and Actual Performance

    | • | In 2025, we completed one overnight equity offering, raising $292.3 million of gross proceeds at a public offering price of $31.00 per share. |

  39. 2025 Short-Term Incentive Measures and Actual Performance

    | • | In 2025, we completed a public offering of $400.0 million aggregate principal amount of unsecured 5.400% senior notes due 2035, raising net proceeds of $390.7 million and providing us with additional long-term capital to fund our real estate investments. |

  40. 2025 Short-Term Incentive Measures and Actual Performance

    | • | During 2025, we held over 210 virtual or face-to-face meetings with investors, attended 12 industry/REIT conferences and completed numerous virtual non-deal roadshows. |

  41. 2025 Short-Term Incentive Measures and Actual Performance

    Based on this assessment, the Compensation Committee determined that each NEO’s contribution to the Company’s success warranted a payout at 90% for the individual performance criteria. 2025 Payouts. For 2025, each NEO earned a cash bonus based on the weighted achievement of the corporate and individual performance metrics. The table below shows the actual payouts for each NEO under the annual cash bonus program for 2025:

  42. 2025 Short-Term Incentive Measures and Actual Performance

    | Name | Actual Payout ($000) | % of Target Bonus Opportunity | | Peter M. Mavoides | $1,950 | 163% | | Mark E. Patten(1) | $— | —% | | A Joseph Peil | $746 | 155% | | R. Max Jenkins | $746 | 155% |

  43. 2025 Short-Term Incentive Measures and Actual Performance

    | (1) Mr. Patten resigned from the Company effective December 31, 2025 and, accordingly, did not receive a cash bonus related to 2025 performance. |

  44. 2025 Short-Term Incentive Measures and Actual Performance

    Long-Term Incentives. Long-term incentive awards play a critical role in our compensation program and are designed to (i) align the interests of our NEOs with those of our stockholders by tying a significant portion of their compensation to share value appreciation; (ii) enable us to deliver competitive compensation to our NEOs at levels deemed sufficient to attract, retain and motivate our NEOs; and (iii) motivate and reward long-term operational performance and sustained stock price outperformance. Beginning in 2025, at each NEO’s election, the form of these equity awards may be either RSUs or LTIP Units. With respect to 2025, the Compensation Committee granted time-based and performance-based long-term incentive awards to our NEOs as follows:

  45. 2025 Short-Term Incentive Measures and Actual Performance

    | Award Type | Weighting | Key Features | | Time-Based RSUs or LTIP Units | 40% | • Vests ratably over a four-year period, subject to continued employment of the NEO | | Performance-Based RSUs or LTIP Units | 60% | • Vests between 0% and 250% of target based on relative total stockholder return (TSR) performance versus a select group of net-lease REIT competitors (the “2025 TSR Peer Group”) • Subject to a 25% reduction if TSR is negative over the performance period • Earned units vest 50% at the end of a three-year performance period, with the remaining 50% vesting after an additional year |

  46. 2025 Short-Term Incentive Measures and Actual Performance

    In February 2025, the Compensation Committee approved long-term incentive awards in the following nominal amounts (in thousands). At their election, each of the NEOs were granted their award in the form of LTIP Units.

  47. 2025 Short-Term Incentive Measures and Actual Performance

    | Name | Value of Performance Based Award(1) | Value of Time-Based Award(1) | Total Award Value(1) | | Peter M. Mavoides | $2,400 | $1,600 | $4,000 | | Mark E. Patten | $600 | $400 | $1,000 | | A Joseph Peil | $360 | $240 | $600 | | R. Max Jenkins | $360 | $240 | $600 |

  48. 2025 Short-Term Incentive Measures and Actual Performance

    | (1) Amounts reported in this table represent the target value on the date of approval and therefore differ from the amounts reported in the 2025 Grant of Plan-Based Awards Table, which represent the grant date fair value determined in accordance with FASB ASC Topic 718. |

  49. 2025 Short-Term Incentive Measures and Actual Performance

    In determining the dollar-denominated value of the 2025 long-term incentive awards, the Compensation Committee reviewed the Company’s strong operational and TSR performance over recent years; the roles and responsibilities of each executive; individual performance considerations; and a competitive review of market data provided by FPC. Based on this review, the Compensation Committee approved increases to the target award values for 2025, including an adjustment for our CEO whose target value under the long-term incentive program had not been increased since 2022. The Committee also considered the importance of retaining key leadership in a highly competitive talent market, particularly as the Company continues to outperform its net lease REIT peers. For the performance-based LTIP Units granted in 2025, the actual number of performance-based LTIP Units that may be earned and become vested will be between 0% and 100% of the number of performance-based LTIP Units granted, depending on the Company’s level of achievement of the performance criteria over the performance period. The specific targets and corresponding award levels are contained in the graphic below:

  50. 2025 Short-Term Incentive Measures and Actual Performance

    | (1) The 2025 TSR Peer Group includes: Agree Realty Corporation, Broadstone Net Lease, Inc., EPR Properties, Four Corners Property Trust, Inc., Getty Realty Corp., Global Net Lease, Inc., NNN REIT, Inc., NETSTREIT Corp., Realty Income Corporation, Safehold Inc., STAG Industrial, Inc., and W.P. Carey Inc. |

  51. 2025 Short-Term Incentive Measures and Actual Performance

    Threshold, target and maximum performance will result in the NEOs earning 20%, 40% or 100% of the number of performance-based LTIP Units granted, with linear interpolation between specified levels. The profits interests characteristics of LTIP Units mean that performance-based LTIP Units cannot pay out at greater than 100% of the number of LTIP Units granted. Accordingly, these vesting levels are intended to replicate the proportionate vesting structure of performance-based RSUs granted in previous years, under which threshold, target and maximum performance resulted in the NEOs earning 50%, 100% or 250% of the target number of RSUs granted. No performance-based LTIP Units are earned for performance below the threshold level, and payout is capped at 100% of the LTIP Units granted even if performance exceeds the maximum level. In the event that we achieve the target performance level based on relative TSR for the performance period, but our absolute TSR is negative for the performance period, the award eligible to be earned will be reduced by 25%, provided that in no event will the application of such reduction result in the eligibility to vest in an award of less than 40% of the LTIP Units granted. Performance-based LTIP Units are eligible for vesting at the end of the three-year performance period ending December 31, 2027. If earned, 50% of the earned amount of performance-based LTIP Units will vest on December 31, 2027 and the remaining 50% will vest on December 31, 2028, subject to the NEO’s continued employment. LTIP Units. LTIP Units are a common practice for REITs and represent a class of partnership units issued by our operating partnership, Essential Properties, L.P. (the “Operating Partnership”), which are convertible into limited partnership interests in the Operating Partnership (“OP Units”) upon satisfaction of certain conditions, including, depending upon the particular award, those relating to vesting periods or performance criteria, and continued service. LTIP Units are structured in a manner to qualify as “profits interests” for U.S. federal income tax purposes, which means that each such LTIP Unit will not be economically equivalent in value at the time of award to the economic value of an OP Unit. As profits interests, LTIP Units only have value, other than with respect to the right to receive distributions, if the value of the assets of the Operating Partnership increases between the time of issuance of the LTIP Units and the date of a book-up event for partnership tax purposes. The value of the LTIP Units can increase over time until the value of the LTIP Units is equivalent to the value of the OP Units on a one-for-one basis. In addition, under certain circumstances, the OP Units into which LTIP Units have been converted are exchangeable, in whole or in part, for shares of our common stock on a one-for-one basis or cash. The nature of LTIP Units increases the at-risk element of our executive program as there are circumstances under which the value of an LTIP Unit will not achieve equivalence with the value of an OP Unit on a one-for-one basis, and until such parity is reached, the value that a holder could realize for a given number of LTIP Units will be less than the value of an equal number of shares of our common stock and may ultimately be zero. The Compensation Committee believes that the structure by which LTIP Units achieve real value links the value realized by executives with long-term equity value appreciation, in direct alignment with stockholder interests.

  52. Summary of Payout Results of Completed Long-Term Incentive Awards

    Summary of Payout Results of Completed Long-Term Incentive Awards

  53. Results of 2023 Performance-Based RSU Grants

    Results of 2023 Performance-Based RSU Grants In 2023, Messrs. Mavoides, Patten, Peil and Jenkins each received awards of performance-based RSUs that covered a three-year performance period that ended on December 31, 2025, with (i) 75% of the award eligible to vest based on our TSR relative to the TSR of a peer group specified in the 2023 performance-based RSU grant agreements and identified below (the “2023 TSR Peer Group”) over the performance period, and (ii) the remaining 25% of the award eligible to vest based on the Compensation Committee’s subjective evaluation of the recipient’s achievement of strategic objectives deemed relevant by the Compensation Committee during the performance period (the “2023 Performance RSUs”). The specific requirements and corresponding award levels for the 75% of the 2023 Performance RSUs which were scheduled to vest based on relative TSR are contained in the table below:

  54. Results of 2023 Performance-Based RSU Grants

    | Performance Level | TSR Relative to 2023 TSR Peer Group(1) Over Performance Period | RSUs Earned as a Percentage of Target | | Threshold | 30th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | 75th Percentile | 250% |

  55. Results of 2023 Performance-Based RSU Grants

    | (1) The 2023 TSR Peer Group includes: Agree Realty Corporation, EPR Properties, Four Corners Property Trust, Inc., Getty Realty Corp., Global Net Lease, Inc., NNN REIT, Inc., NETSTREIT Corp., Realty Income Corporation, Safehold Inc., STAG Industrial, Inc., and W.P. Carey Inc. (Spirit Realty Capital, Inc. was acquired during the performance period and was removed from the 2023 TSR Peer Group). |

  56. Results of 2023 Performance-Based RSU Grants

    The Company’s TSR during the performance period was 13.40% relative to a TSR of 1.00% at the 50th percentile and 3.10% at the 75th percentile for the 2023 TSR Peer Group. Accordingly, the Company achieved a TSR above the 75th percentile of the TSR Peer Group, resulting in the 2023 Performance RSUs being earned at 250% of Target with respect to the TSR portion of the award. With respect to the 25% of the 2023 Performance RSUs which were scheduled to vest based on a subjective evaluation of the officer’s achievement of relevant strategic objectives, an officer may earn up to 250% of the target award, and the Compensation Committee considered the following factors with respect to Messrs. Mavoides, Patten, Peil and Jenkins:

  57. Results of 2023 Performance-Based RSU Grants

    | Subjective Performance Factors | | | Mr. Mavoides | Mr. Patten | | • Leadership of the Company (execution of strategy, operating performance, and management of personnel/organization); • Overall leadership with respect to the executive team; • Developing, maintaining and growing strong tenant relationships; • Contributions to work environment and corporate character; and • Response to macro-economic dynamics, including disruptions in the capital markets while maintaining the Company’s conservative leverage position and well capitalized balance sheet. | • Overall leadership of the Company’s finance, accounting, capital markets, investor relations, treasury management, information technology, and human resources functions; • Contributions to superior operating performance, including execution of equity and debt capital transactions; • Leadership with respect to recruiting and developing departmental talent; • Departmental leadership supporting the Company’s strong balance sheet, liquidity and financial flexibility; and • Contributions to the Company’s risk management processes, policies and procedures. |

  58. Results of 2023 Performance-Based RSU Grants

    | Mr. Peil | Mr. Jenkins | | • Leadership and execution of the Company’s underwriting, credit, and asset management functions; • Developing, maintaining and growing strong tenant relationships; • Leadership with respect to recruiting and developing talent; • Contributions to corporate character and a collaborative work environment; and • Departmental leadership supporting the Company’s deployment of investment capital, recycling of invested capital and favorable asset management outcomes maintaining a strong performing property portfolio. | • Leadership and execution of the Company’s investment sourcing and closing activities; • Developing, maintaining and growing strong tenant relationships; • Leadership with respect to recruiting and developing talent; • Contributions to corporate character and a collaborative work environment; and • Departmental leadership supporting the Company’s deployment of investment capital, including achievement of total investments, initial yields on investments and other favorable contractual terms. |

  59. Results of 2023 Performance-Based RSU Grants

    In evaluating the foregoing subjective matters, the Compensation Committee also considered:

  60. Results of 2023 Performance-Based RSU Grants

    | • | Gross investment activity of approximately $3.5 billion during the three years ended December 31, 2025; |

  61. Results of 2023 Performance-Based RSU Grants

    | • | Generating initial cash cap rates on investments of 7.9% in 2025 and a three-year weighted-average of 7.9%, as well as GAAP yields of 9.6% in 2025 and a three-year weighted-average of 9.2%; |

  62. Results of 2023 Performance-Based RSU Grants

    | • | Achieving an aggregate growth in new tenants of 98 tenants, or 28%, for the three-years ended December 31, 2025; |

  63. Results of 2023 Performance-Based RSU Grants

    | • | Achieving an average share price on equity issued under the ATM program and through overnight marketed offerings of $31.61 and $31.00, respectively, in 2025; |

  64. Results of 2023 Performance-Based RSU Grants

    | • | Growing our common dividend from an annualized rate of $1.10 per share for the quarter ended December 31, 2022 to $1.24 per share for the quarter ended December 31, 2025; |

  65. Results of 2023 Performance-Based RSU Grants

    | • | Maintaining a consistent and conservative financial policy, including the Company’s leverage level, as measured by the Company’s pro forma net debt-to-annualized adjusted EBITDAre ratio, which at December 31, 2025 was 3.8x; and |

  66. Results of 2023 Performance-Based RSU Grants

    | • | Raising approximately $2.0 billion in common equity during the three years ended December 31, 2025. |

  67. Results of 2023 Performance-Based RSU Grants

    After careful consideration of the above factors, the Compensation Committee determined that each of Messrs. Mavoides, Peil and Jenkins performed at a level commensurate with a vesting level at 250% of target and Mr. Patten performed at a level commensurate with a vesting level at 125% of target. Beginning with the 2024 performance-based awards, the subjective component was eliminated and accordingly, the 2023 PSU settlement reflects the final year for this construct. Based on the above, Messrs. Mavoides, Patten, Peil and Jenkins achieved the performance-based vesting of the 2023 Performance RSUs at 250% of Target for the 75% portion of the 2023 Performance RSUs based on relative TSR and at 250%, in the case of Messrs. Mavoides, Peil and Jenkins, and 125%, in the case of Mr. Patten, for the 25% portion of the 2023 Performance RSUs based on the Compensation Committee’s subjective evaluation of the officer’s achievement of strategic objectives deemed relevant by the Compensation Committee during the performance period. Accordingly, the number of shares earned based on performance with respect to the 2023 Performance RSUs were as follows, with one-half vesting on December 31, 2025 and the remaining one-half scheduled to vest on December 31, 2026:

  68. Results of 2023 Performance-Based RSU Grants

    | Name | Number of Target Shares | Number of Shares Earned(1) | | Peter M. Mavoides | 84,405 | 211,012 | | Mark E. Patten(2) | 16,881 | 36,925 | | A Joseph Peil | 12,058 | 30,145 | | R. Max Jenkins | 12,058 | 30,145 |

  69. Results of 2023 Performance-Based RSU Grants

    | (1) For Messrs. Mavoides, Patten, Peil and Jenkins, excludes 28,168, 4,928, 4,020 and 4,020 shares, respectively, with respect to cash dividends paid during the period the 2023 Performance RSUs were outstanding (75% of such shares allocated to the TSR based awards and the remaining 25% allocated to the subjective awards). |

  70. Results of 2023 Performance-Based RSU Grants

    | (2) 50% of Mr. Patten’s 2023 Performance RSUs vested on December 31, 2025. The remaining 50% were forfeited upon Mr. Patten’s resignation from the Company effective December 31, 2025. |

  71. Results of Mr. Mavoides 2022 Performance-Based RSU Grants

    Results of Mr. Mavoides 2022 Performance-Based RSU Grants In January 2022, in connection with the execution of his new employment agreement, Mr. Mavoides received an award of performance-based RSUs (the “2022 Performance RSUs”) that covered a four-year performance period that ended on December 31, 2025, with 100% of the award eligible to vest based on achieving the target-level AFFO per share compound annual growth rate (“CAGR”) during the performance period. The “target” number of RSUs (69,372 RSUs) represents 100% of the performance-based RSUs granted and is the number of RSUs that would vest based on achieving the target-level AFFO per share CAGR during the performance period. The “maximum” number of RSUs shown is 200% of the performance-based RSUs granted and is the number of RSUs that would vest based on achieving the maximum-level AFFO per share CAGR during the performance period. The RSUs were scheduled to vest in 50% increments on each of the four-year and five-year anniversary of the grant date, subject to Mr. Mavoides’ continued service through the applicable vesting date. The specific requirements and corresponding award levels for the 2022 Performance RSUs which vest based on AFFO per share CAGR are contained in the table below:

  72. Results of Mr. Mavoides 2022 Performance-Based RSU Grants

    | Performance Level | AFFO per Share Performance Criteria | 2022 Performance RSUs Earned as a Percentage of Target | | Target | 6% CAGR | 100% | | Maximum | 8% CAGR | 200% |

  73. Results of Mr. Mavoides 2022 Performance-Based RSU Grants

    The Company’s actual AFFO per share CAGR during the performance period of January 1, 2022 through December 31, 2025 was 8.98%. Accordingly, the Company achieved an AFFO per share CAGR above the maximum performance criteria, resulting in the 2022 Performance RSUs being earned at 200% of target. Accordingly, the number of shares earned based on performance with respect to the 2022 Performance RSUs is set forth below, one-half of which vested on January 5, 2026 and the remaining half scheduled to vest on January 5, 2027, subject to Mr. Mavoides’ continued service through the vesting date:

  74. Results of Mr. Mavoides 2022 Performance-Based RSU Grants

    | Name | Number of Target Shares | Number of Shares Earned(1) | | Peter M. Mavoides | 69,372 | 138,744 |

  75. Results of Mr. Mavoides 2022 Performance-Based RSU Grants

    | (1) Excludes 26,192 shares with respect to cash dividends paid during the period the 2022 Performance RSUs were outstanding. |

  76. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements Messrs. Mavoides, Peil and Jenkins are eligible, and Mr. Patten, until his resignation from the Company effective December 31, 2025, was eligible for severance payments and benefits in the event of an involuntary termination of employment without “cause” or for “good reason,” as well as certain benefits in connection with a change in control of the Company, pursuant to the terms of their employment agreements. Messrs. Mavoides, Peil and Jenkins are, and Mr. Patten was, also eligible for “double trigger” severance payments and benefits in the event of an involuntary termination of employment without “cause” or a termination of employment with “good reason” in connection with a change in control of the Company. During 2025, Messrs. Peil and Jenkins entered into employment agreements with the Company, which memorialized their compensation terms that had been established in February 2025 and to conform their severance benefits to the benefits received by Messrs. Mavoides and Patten. In connection with his resignation, Mr. Patten did not receive any severance benefits under the terms of his employment agreement. Our equity awards are also designed to be “double trigger,” so long as such awards are allowed to continue in effect following any change in control transaction on substantially equivalent terms and conditions to those applicable prior to such transaction. For detailed information on the estimated potential payments and benefits payable to the NEOs in the event of their termination of employment, including following a change in control of the Company, see the section titled “Potential Payments Upon Termination.”

  77. Other Compensation Policies

    Other Compensation Policies Clawback Policy . The Company maintains a clawback policy to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the final NYSE listing rules. Under the policy, in the event of a material restatement of the Company’s financial results (other than a restatement caused by a change in applicable accounting rules or interpretations), the Compensation Committee will review the incentive compensation paid to the Company’s current and former executive officers to determine whether the amount of any incentive compensation actually paid or awarded to an executive officer (the “ Awarded Compensation ”) would have been lower if it had been calculated based on such restated financial statements (the “ Actual Compensation ”). If it determines that the Awarded Compensation was in excess of the Actual Compensation, then the Company shall recoup such excess compensation in accordance with NYSE listing rules. Process for Approving Long-Term Incentive Awards . The Compensation Committee approves long-term incentive awards (including time- and performance-based RSUs and LTIP Units) on an annual basis at its meeting in February. As appropriate during the year, the Compensation Committee may approve long-term incentive awards to newly hired or promoted executives. The number of RSUs or LTIP Units awarded to an individual is determined by a formula that divides the notional target value of the overall award by the closing market price of our common stock on the NYSE on the date prior to the date of grant. The Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. We typically grant awards at the February Compensation Committee meeting each year for the NEOs after our financial results for the prior fiscal year are known and the Compensation Committee has had the opportunity to consider our expectations and projections for the year of grant. Because the Compensation Committee’s regular meeting schedule is determined in the prior fiscal year, the proximity of any awards to other significant corporate events is coincidental. In addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. The Company does not schedule its equity grants in anticipation of the release of material non-public information (“ MNPI ”) nor does the Company time the release of MNPI based on equity grant dates.

  78. Compensation Risk Assessment

    | • | The Compensation Committee engages an independent, external compensation consultant to assist with developing the executive compensation program; |

  79. Compensation Risk Assessment

    | • | The Compensation Committee has elected to use time-based RSUs and LTIP Units and performance-based RSUs and LTIP Units that provide our NEOs with a significant interest in the Company’s long-term performance; |

  80. Compensation Risk Assessment

    | • | Short-term cash incentive awards are based on a number of metrics related to Company financial and operational goals; |

  81. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table presents compensation paid or awarded to our NEOs with respect to the years ended December 31, 2025, December 31, 2024 and, to the extent required under applicable SEC disclosure rules, the year ended December 31, 2023 (dollar amounts in thousands):

  82. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation(2) | Nonqualified Deferred Compensation Earnings | All Other Compensation(3) | Total | | Peter M. Mavoides | 2025 | $800 | $— | $6,853 | $— | $1,950 | $— | $31 | $9,634 | | President and Chief | 2024 | $750 | $— | $5,958 | $— | $1,600 | $— | $31 | $8,339 | | Executive Officer (principal executive officer) | 2023 | $700 | $— | $4,858 | $— | $1,724 | $— | $20 | $7,302 | | Mark E. Patten(4) | 2025 | $550 | $— | $1,574 | $— | $— | $— | $31 | $2,155 | | Former Executive Vice | 2024 | $520 | $— | $1,249 | $— | $970 | $— | $31 | $2,770 | | President, Chief Financial Officer (principal financial officer), Treasurer and Corporate Secretary | 2023 | $475 | $— | $822 | $— | $814 | $— | $26 | $2,137 | | A Joseph Peil(5) | 2025 | $385 | $— | $930 | $— | $746 | $— | $24 | $2,085 | | Executive Vice President and Chief Investment Officer | 2024 | $350 | $— | $784 | $— | $550 | $— | $23 | $1,707 | | R. Max Jenkins(5) | 2025 | $385 | $— | $889 | $— | $746 | $— | $22 | $2,042 | | Executive Vice President and Chief Operating Officer | 2024 | $350 | $— | $734 | $— | $570 | $— | $23 | $1,677 |

  83. 2025 Summary Compensation Table

    | (1) Amounts reported in this column for 2025, 2024 and 2023 for time-based RSUs and LTIP Units granted during the relevant year reflect the full grant date fair value computed in accordance with FASB ASC Topic 718. Amounts reported in this column for 2025, 2024 and 2023 for performance-based RSUs and LTIP Units granted during the relevant year reflect the grant date fair value of the portion attributable to the relative TSR performance metric computed in accordance with FASB ASC Topic 718. For awards issued in 2023 only, because the 25% subjective component is not viewed as granted under FASB ASC Topic 718 until the year in which the Compensation Committee determines achievement, there is no grant date fair value reported for such component until the year of Compensation Committee determination and a grant date fair value for such portion will be reported in the Summary Compensation Table in the year of such determination. Amounts reported in this column for 2025, 2024 and 2023 include the 25% subjective component of performance-based RSUs granted during 2022, 2021 and 2020, respectively, for which performance was determined in 2025, 2024 and 2023, respectively, and, therefore, are viewed as granted under FASB ASC Topic 718 in 2025, 2024 and 2023, respectively. The table below shows the 2025 grant date fair value, computed in accordance with FASB ASC Topic 718, of the time-based LTIP Units, the TSR portion of the performance-based LTIP Units and the subjective portion of performance-based RSUs granted during 2022 for which performance was determined in 2025 and therefore are viewed as granted under FASB ASC Topic 718 in 2025. Under FASB ASC Topic 718, the vesting condition related to the TSR |

  84. 2025 Summary Compensation Table

    | performance vesting awards is considered a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the NEOs that could be calculated and disclosed based on achievement of the underlying market condition. |

  85. 2025 Summary Compensation Table

    | | Value of 2025 Grants at Grant Date | | | | Name | Time- Based Vesting Awards | TSR Performance Vesting Awards | Subjective Performance Vesting Awards | | Peter M. Mavoides | $1,610 | $3,391 | $1,852 | | Mark E. Patten | $403 | $848 | $323 | | A Joseph Peil | $242 | $509 | $179 | | R. Max Jenkins | $242 | $509 | $138 |

  86. 2025 Summary Compensation Table

    | (2) The amounts reported in this column for 2025 represent the annual incentive compensation received by each NEO based on 2025 performance. |

  87. 2025 Summary Compensation Table

    | (3) The amounts reported in this column represent matching contributions to our 401(k) plan. |

  88. 2025 Summary Compensation Table

    | (4) Mr. Patten resigned from the Company effective December 31, 2025. |

  89. 2025 Summary Compensation Table

    | (5) Messrs. Peil and Jenkins were appointed Executive Vice President, Head of Asset Management and Executive Vice President, Head of Investments, respectively, in February 2024. |

  90. 2025 Grant of Plan-Based Awards

    2025 Grant of Plan-Based Awards

  91. 2025 Grant of Plan-Based Awards

    | | | | | | | | | All Other Stock Awards: | Grant Date Fair Value of Stock and Option Awards ($000s)(5) | | | | Estimated Possible Payouts Under Non Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | Number of Shares of Stock or Units (#)(4) | | | Name | Grant Date(1) | Threshold ($000s) | Target ($000s) | Maximum ($000s) | Threshold (#) | Target (#) | Maximum (#) | | | | Peter M. Mavoides | | $400 | $1,200 | $2,000 | | | | | | | | 2/11/2025 | | | | | | | 59,546 | $1,852 | | | 2/20/2025 | | | | 39,088 | 78,176 | 195,440 | | $3,391 | | | 2/20/2025 | | | | | | | 52,117 | $1,610 | | Mark E. Patten(6) | | $275 | $688 | $1,100 | | | | | | | | 2/11/2025 | | | | | | | 10,386 | $323 | | | 2/20/2025 | | | | 9,772 | 19,544 | 48,860 | | $848 | | | 2/20/2025 | | | | | | | 13,029 | $403 | | A Joseph Peil | | $193 | $481 | $770 | | | | | | | | 2/11/2025 | | | | | | | 5,710 | $179 | | | 2/20/2025 | | | | 5,863 | 11,726 | 29,315 | | $509 | | | 2/20/2025 | | | | | | | 7,817 | $242 | | R. Max Jenkins | | $193 | $481 | $770 | | | | | | | | 2/11/2025 | | | | | | | 4,412 | $138 | | | 2/20/2025 | | | | 5,863 | 11,726 | 29,315 | | $509 | | | 2/20/2025 | | | | | | | 7,817 | $242 |

  92. 2025 Grant of Plan-Based Awards

    | (1) Awards were approved by the Compensation Committee on February 11, 2025. |

  93. 2025 Grant of Plan-Based Awards

    | (2) Represents potential payouts under the short-term incentive program. Please see the “Non-Equity Incentive Plan Compensation” column in the 2025 Summary Compensation Table for the amount received by each NEO for 2025 and the CD&A for further information regarding the 2025 short-term incentive program. |

  94. 2025 Grant of Plan-Based Awards

    | (3) Represents estimated payouts under the Essential Properties Realty Trust, Inc. 2023 Incentive Plan for the performance-based LTIP Units awarded in February 2025 for the January 1, 2025 through December 31, 2027 performance period. The “threshold” number of LTIP Units represents 20% of the performance-based |

  95. 2025 Grant of Plan-Based Awards

    | LTIP Units granted and is the number of LTIP Units that would vest based on achieving the minimum TSR goal during the performance period relative to that of the 2025 TSR Peer Group. The “target” number of LTIP Units represents 40% of the performance-based LTIP Units granted and is the number of LTIP Units that would vest based on achieving the target TSR goal during the performance period relative to that of the 2025 TSR Peer Group. The “maximum” number of LTIP Units shown is 100% of the performance-based LTIP Units granted and is the number of LTIP Units that would vest based on achieving the maximum TSR goal during the performance period relative to that of the 2025 TSR Peer Group. |

  96. 2025 Grant of Plan-Based Awards

    | (4) Represents (i) the subjective portion of performance-based RSUs granted during 2022 for which performance was determined on February 11, 2025 and therefore are viewed as granted under FASB ASC Topic 718 in 2025, 50% of which vested on February 11, 2025 and 50% of which vested on December 31, 2025 and (ii) time-based LTIP Units granted on February 20, 2025 that vest in annual increments over a four-year period on each anniversary of January 18th, subject to the continued employment of the NEO through the applicable vesting date. |

  97. 2025 Grant of Plan-Based Awards

    | (5) Amounts represent the grant date fair value of RSU and LTIP Unit awards reported in this table, calculated in accordance with FASB ASC Topic 718. For a discussion of the assumptions used to calculate the value of all RSU and LTIP Unit awards made to NEOs, refer to Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. |

  98. 2025 Grant of Plan-Based Awards

    | (6) Mr. Patten resigned from the Company effective December 31, 2025. All unvested RSUs and LTIP Units were forfeited on that date. |

  99. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table provides information about the outstanding equity-based awards held by each of our NEOs as of December 31, 2025 (dollar amounts in thousands):

  100. Outstanding Equity Awards at December 31, 2025

    | Named Executive Officer | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | | Peter M. Mavoides | 456,765 | $13,548 | 217,030 | $6,437 | | Mark E. Patten(4) | — | $— | — | $— | | A Joseph Peil | 37,072 | $1,100 | 34,105 | $1,012 | | R. Max Jenkins | 36,769 | $1,091 | 34,105 | $1,012 |

  101. Outstanding Equity Awards at December 31, 2025

    | (1) Amounts reported in this column represent (i) equity-based awards granted to our NEOs on February 15, 2022 (Mr. Peil, 5,331 RSUs; Mr. Jenkins, 4,119 RSUs), March 4, 2022 (Mr. Mavoides, 55,577 RSUs), February 17, 2023 (Mr. Mavoides, 56,270 RSUs; Mr. Peil, 8,038 RSUs; Mr. Jenkins, 8,038 RSUs), February 16, 2024 (Mr. Mavoides, 57,875 RSUs; Mr. Peil, 9,094 RSUs; Mr. Jenkins, 9,094 RSUs) and February 20, 2025 (Mr. Mavoides, 52,117 LTIP Units; Mr. Peil, 7,817 LTIP Units; Mr. Jenkins, 7,817 LTIP Units) (which vest in one-quarter annual increments on the first, second, third and fourth anniversaries of January 18, 2022 (for the 2022 awards), January 18, 2023 (for the 2023 awards), January 18, 2024 (for the 2024 awards) and January 18, 2025 (for the 2025 awards) subject to the NEO’s continued employment through such date, (ii) one-half of the performance-based RSUs initially granted to Messrs. Mavoides, Peil and Jenkins on February 17, 2023 and certified for issuance by the Compensation Committee following the completion of the three-year performance period on December 31, 2025 (Mr. Mavoides, 119,590 RSUs; Mr. Peil, 17,083 RSUs; Mr. Jenkins, 17,083 RSUs), which vest on December 31, 2026, subject to the NEO’s continued employment through such date, (iii) with respect to Mr. Mavoides, 34,686 RSUs granted on January 5, 2022, one-half of which vested on January 5, 2026 and the remaining one-half of which will vest on January 5, 2027, subject to Mr. Mavoides’ continued employment through such date, and (iv) performance-based RSUs initially granted to Mr. Mavoides on January 5, 2022 and certified for issuance by the Compensation Committee following the completion of the four-year performance period on |

  102. Outstanding Equity Awards at December 31, 2025

    | December 31, 2025 (164,936 RSUs), one-half of which vested on January 5, 2026 and the remaining one-half of which will vest on January 5, 2027, subject to Mr. Mavoides’ continued employment through such date. |

  103. Outstanding Equity Awards at December 31, 2025

    | (2) Market value is based on our closing share price on December 31, 2025 of $29.66 per share and, in the case of the LTIP Units, assumes a one-for-one conversion into our common stock. |

  104. Outstanding Equity Awards at December 31, 2025

    | (3) Amounts reported in this column represent (1) performance-based RSUs at their expected vesting level granted to our NEOs on February 16, 2024 (Mr. Mavoides, 86,812 Target RSUs; Mr. Peil, 13,642 Target RSUs; Mr. Jenkins, 13,642 Target RSUs) and February 20, 2025 (Mr. Mavoides, 78,176 Target LTIP Units; Mr. Peil, 11,726 Target LTIP Units; Mr. Jenkins, 11,726 Target LTIP Units) which vest in one-half increments on December 31, 2026 and 2027 and December 31, 2027 and 2028, respectively, subject to each such NEO’s continued employment through such date. With respect to each award, the number of RSUs or LTIP Units that will actually vest is dependent upon our performance during the applicable performance period. |

  105. Outstanding Equity Awards at December 31, 2025

    | (4) Mr. Patten resigned from the Company effective December 31, 2025. All unvested RSUs and LTIP Units were forfeited on that date. |

  106. 2025 Options Exercised and Stock Vested

    2025 Options Exercised and Stock Vested The following table sets forth certain information regarding the vesting of equity awards held by each NEO during 2025 (dollar amounts in thousands):

  107. 2025 Options Exercised and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Peter M. Mavoides | 299,793 | $9,007 | | Mark E. Patten | 52,719 | $1,584 | | A Joseph Peil | 35,394 | $1,063 | | R. Max Jenkins | 32,799 | $986 |

  108. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation We do not provide any retirement benefits other than the opportunity to participate in a 401(k) plan. We do not currently sponsor any qualified or non-qualified defined benefit plans, any non-qualified defined contribution plans or any deferred compensation plans.

  109. Potential Payments upon Termination

    Potential Payments upon Termination The following table shows the estimated potential payments that would have been payable to each of our continuing NEOs if a termination without cause or resignation for good reason, or a change in control of the Company, as applicable, had occurred on December 31, 2025 (dollar amounts in thousands) based on the employment arrangements in effect as of December 31, 2025. Mr. Patten resigned from the Company effective December 31, 2025 and did not receive any severance benefits in connection with his departure.

  110. Potential Payments upon Termination

    | Name | Benefit | Death or Disability ($) | Termination without Cause or Resignation for Good Reason ($) | Termination in Connection with a Change in Control ($) | | Peter M. Mavoides | Cash Severance | $1,950 | $6,533 | $8,250 | | | Accelerated Vesting of RSUs | 18,439 | 18,439 | 14,577 | | | Accelerated Vesting of LTIP Units | 7,343 | 7,343 | 7,343 | | | Health Benefits | 37 | 56 | 56 | | | Total | $27,769 | $32,371 | $30,226 | | A Joseph Peil | Cash Severance | $746 | $1,583 | $1,733 | | | Accelerated Vesting of RSUs | 1,879 | 1,879 | 1,272 | | | Accelerated Vesting of LTIP Units | 580 | 580 | 580 | | | Health Benefits | 37 | 37 | 37 | | | Total | $3,242 | $4,079 | $3,622 | | R. Max Jenkins | Cash Severance | $746 | $1,131 | $1,733 | | | Accelerated Vesting of RSUs | 1,870 | 1,870 | 1,263 | | | Accelerated Vesting of LTIP Units | 580 | 580 | 580 | | | Health Benefits | 37 | 37 | 37 | | | Total | $3,233 | $3,618 | $3,613 |

  111. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees (excluding Mr. Mavoides, our President and Chief Executive Officer) and the annual total compensation of Mr. Mavoides. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2025, our last completed fiscal year:

  112. CEO Pay Ratio

    | • | the median of the annual total compensation as calculated in accordance with the Summary Compensation Table rules, of all employees of our Company (other than our President and Chief Executive Officer) was $147,468; and |

  113. CEO Pay Ratio

    | • | the annual total compensation of Mr. Mavoides, as reported above in the 2025 Summary Compensation Table, was $9,634,000. |

  114. CEO Pay Ratio

    Based on this information, for 2025, the ratio of the annual total compensation of Mr. Mavoides, our President and Chief Executive Officer, to the median of the annual total compensation of all employees was 65 to 1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee, we took the following steps:

  115. CEO Pay Ratio

    | • | We determined that, as of December 31, 2025, our employee population (excluding our Chief Executive Officer) consisted of 55 employees, all of whom were full-time employees located in the United States. We selected December 31, 2025 as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient and economical manner. |

  116. CEO Pay Ratio

    | • | To identify the “median employee” from our employee population, we compared the amount of base salary of our employees as reflected in our payroll records and included as part of the total compensation reported to the Internal Revenue Service on Form W-2 and annual bonus, if any, for 2025. In making this determination, we annualized the compensation of 15 full-time employees who were hired after January 1, 2025 but did not work for us for the entire year. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. Since all of our employees are located in the United States, as is our Chief Executive Officer, we did not make any cost-of-living adjustments in identifying the “median employee.” |

  117. CEO Pay Ratio

    | • | Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $147,468. |

  118. CEO Pay Ratio

    Given the different methodologies that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  119. Pay Versus Performance

    Pay Versus Performance The following table provides historical total summary compensation and compensation actually paid (“ CAP ”) for our principal executive officer (“ PEO ”) and other NEOs as an average and provides historical information regarding our performance (dollar amounts in thousands):

  120. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: (4) | | | | | Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Total Shareholder Return | Peer Group Total Shareholder Return (5) | Net Income | AFFO per Share (6) | | 2025 | $9,634 | $7,905 | $2,094 | $1,445 | $172.60 | $105.43 | $253,731 | $1.89 | | 2024 | $8,339 | $19,329 | $2,051 | $3,286 | $175.10 | $107.29 | $203,638 | $1.74 | | 2023 | $7,302 | $13,326 | $2,137 | $2,678 | $137.62 | $106.31 | $191,415 | $1.65 | | 2022 | $9,786 | $8,111 | $1,742 | $1,129 | $120.61 | $99.59 | $134,742 | $1.53 | | 2021 | $5,893 | $11,738 | $1,769 | $3,285 | $141.17 | $137.29 | $96,211 | $1.34 |

  121. Pay Versus Performance

    | (1) Mr. Mavoides has served as the PEO for the entirety of the years presented and our other NEOs for the applicable years were as follows: |

  122. Pay Versus Performance

    | • | 2025: Mark E. Patten; A Joseph Peil; and R. Max Jenkins. |

  123. Pay Versus Performance

    | • | 2024: Mark E. Patten; A Joseph Peil; and R. Max Jenkins. |

  124. Pay Versus Performance

    | • | 2023: Mark E. Patten. |

  125. Pay Versus Performance

    | • | 2022 and 2021: Gregg A. Seibert and Mark E. Patten. |

  126. Pay Versus Performance

    | (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our NEOs for the applicable year other than the PEO for such years. |

  127. Pay Versus Performance

    | (3) To calculate CAP, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Mavoides and for the average of the other NEOs is set forth following the footnotes to this table. |

  128. Pay Versus Performance

    | (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020. Historic stock price performance is not necessarily indicative of future stock price performance. |

  129. Pay Versus Performance

    | (5) The TSR peer group consists of the companies in the FTSE NAREIT All Equity REITs index, an independently prepared index that includes U.S. equity REITs. |

  130. Pay Versus Performance

    | (6) As noted in the Compensation Discussion and Analysis section above titled “Corporate Metrics, Weightings and Results,” for 2025, the Compensation Committee determined that AFFO per Share continues to be viewed as a core driver of the Company’s performance and stockholder value creation and, accordingly, was utilized as a key performance metric for the annual performance-based cash bonus awards. AFFO per Share is a non-GAAP financial measure. See Annex A for a reconciliation of non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP. |

  131. Compensation Actually Paid Adjustments

    Compensation Actually Paid Adjustments The following table provides a reconciliation of (A) total compensation from the summary compensation table in the applicable year for our PEO or average for our other NEOs to (B) total CAP to our PEO or average CAP to our other NEOs (dollar amounts in thousands):

  132. Compensation Actually Paid Adjustments

    | | | (MINUS) | PLUS | PLUS (MINUS) | PLUS | PLUS (MINUS) | (MINUS) | PLUS | EQUALS | | Year | Summary Compensation Table Total (1) | Grant Date Fair Value of Stock Awards Granted in Fiscal Year (2) | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (3) | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (4) | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (5) | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Years for Which Applicable Vesting Conditions were Satisfied During Fiscal Year (6) | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (7) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation (8) | CAP | | Peter M. Mavoides (PEO) | | | | | | | | | | | 2025 | $9,634 | $(6,853) | $3,762 | $482 | $— | $499 | $— | $381 | $7,905 | | 2024 | $8,339 | $(5,958) | $8,181 | $5,535 | $— | $3,033 | $— | $199 | $19,329 | | 2023 | $7,302 | $(4,858) | $5,297 | $3,834 | $— | $1,574 | $— | $177 | $13,326 | | 2022 | $9,786 | $(8,019) | $8,022 | $(1,313) | $— | $(501) | $— | $136 | $8,111 | | 2021 | $5,893 | $(3,953) | $5,700 | $2,159 | $— | $1,827 | $— | $112 | $11,738 | | Other NEOs (Average) (9) | | | | | | | | | | | 2025 | $2,094 | $(1,132) | $376 | $(2) | $— | $49 | $— | $60 | $1,445 | | 2024 | $2,051 | $(922) | $1,504 | $338 | $— | $291 | $— | $24 | $3,286 | | 2023 | $2,137 | $(822) | $1,059 | $113 | $— | $150 | $— | $41 | $2,678 | | 2022 | $1,742 | $(907) | $689 | $(231) | $— | $(199) | $— | $35 | $1,129 | | 2021 | $1,769 | $(710) | $1,024 | $559 | $— | $581 | $— | $62 | $3,285 |

  133. Compensation Actually Paid Adjustments

    | (1) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. |

  134. Compensation Actually Paid Adjustments

    | (2) Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  135. Compensation Actually Paid Adjustments

    | (3) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  136. Compensation Actually Paid Adjustments

    | (4) Represents the change in fair value during the indicated fiscal year of each stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  137. Compensation Actually Paid Adjustments

    | (5) Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  138. Compensation Actually Paid Adjustments

    | (6) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  139. Compensation Actually Paid Adjustments

    | (7) Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  140. Compensation Actually Paid Adjustments

    | (8) Represents cash dividends paid with respect to unvested time-based RSU awards and distributions paid with respect to unvested LTIP Units, in accordance with their terms and conditions to qualify for profits interests. The number of shares subject to a performance-based RSU increases for dividends paid by the Company and are reflected in the other columns to this table. |

  141. Compensation Actually Paid Adjustments

    | (9) See footnote 1 in the Pay Versus Performance table above for the NEOs included in the average for each year. |