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ESSENTIAL PROPERTIES REALTY TRUST, INC.

For the period ended May 11, 2026. Filed Mar 31, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 11, 2026 · Filed Mar 31, 2026

EPRT$27.97-1.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under Rule 14a-12

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

March 31, 2026

Dear Fellow Stockholder:

You are cordially invited to attend the 2026 annual meeting of stockholders of Essential Properties Realty Trust, Inc. The meeting will be held on Monday, May 11, 2026, at 9:30 a.m., Eastern Time, in a virtual meeting format only. The Annual Meeting will be accessible solely by means of remote communication.

The attached proxy statement, with the accompanying notice of the meeting, describes the matters expected to be considered and voted upon at the meeting. We urge you to review these materials carefully and to take part in the affairs of our company by voting on the matters described in the proxy statement.

Your vote is important. To attend and participate in the meeting, you will need to register with the control number included on the notice or proxy card at www.proxydocs.com/EPRT prior to 5:00 p.m., Eastern Time, on Sunday, May 10, 2026. Although you may vote online during the virtual annual meeting, we encourage you to authorize a proxy to vote your shares via the internet, by telephone or by mail prior to the meeting, as outlined on your proxy card, to ensure that your shares are represented and voted. We look forward to your participation.

Sincerely,

Peter M. Mavoides President and Chief Executive Officer

5 Vaughn Drive, Suite 202

Princeton, New Jersey 08540

(609)436-0619

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 11, 2026

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company”), will be held on Monday, May 11, 2026, at 9:30 a.m., Eastern Time, in a virtual meeting format only. To be admitted to the Annual Meeting and vote your shares, you must register atwww.proxydocs.com/EPRT by Sunday, May 10, 2026, at 5:00 p.m., Eastern Time (the “Registration Deadline”), and provide the control number as described in the notice or proxy card, which can be accessed at www.proxydocs.com/EPRT. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting and vote during the meeting, will be emailed to you.

At the Annual Meeting, holders of shares of our common stock, $0.01 par value per share, will be asked to consider and vote upon the following proposals, all of which are discussed in greater detail in the accompanying Proxy Statement:

(1)To elect eight (8) individuals to the Company’s Board of Directors (the “Board”), each to serve until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify;
(2)To approve, on an advisory basis, the compensation of the Company’s named executive officers, as more particularly described in the Proxy Statement;
(3)To approve, on an advisory basis, the frequency of future advisory votes approving the compensation of the Company’s named executive officers;
(4)To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and
(5)To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

Only stockholders of record at the close of business on March 20, 2026, the record date for the Annual Meeting, will be entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment thereof.

To make it easier for you to authorize a proxy to vote, internet and telephone proxy authorization are available. The instructions on the proxy card or voting instruction form describe how to use these convenient services.

BY ORDER OF THE BOARD OF DIRECTORS
Princeton, New Jersey March 31, 2026Robert W. Salisbury Executive Vice President, Chief Financial Officer and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 11, 2026. The Notice of Annual Meeting and Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (which constitutes our annual report to stockholders) are available atwww.proxydocs.com/EPRT.

PROXY STATEMENT

Page
2025 BUSINESS HIGHLIGHTS1
CORPORATE RESPONSIBILITY2
Corporate Governance Practices3
Environmental Sustainability6
Corporate Culture and Employees8
GOVERNANCE10
Proposal No. 1—Election of Directors10
Director Nominees10
Vote Required10
Board Recommendation11
Board Refreshment and Key Board Characteristics11
Biographical Information Regarding the Board11
Background and Experience of Directors14
Board Leadership Structure14
Board Executive Sessions15
Board of Directors Role in Risk Oversight15
Meetings and Attendance15
Board Committees15
Corporate Governance Guidelines and Code of Conduct18
Anti-Hedging, Anti-Pledging and Anti-Short Sale Policies18
Family Relationships18
Director Compensation19
2025 Director Compensation Table19
Director Independence20
Certain Relationships and Related Party Transactions20
EXECUTIVE COMPENSATION21
Proposal No. 2—Advisory Vote to Approve the Compensation of our Named Executive Officers21
Vote Required21
Board Recommendation21
Proposal No. 3—Advisory Vote on Frequency of Future Advisory Votes Approving Executive Compensation of our Named Executive Officers21
Vote Required22
Board Recommendation22
Executive Officers22
Compensation Discussion and Analysis23
Business Highlights23
Consideration of Prior Say-on-Pay Results26
Executive Compensation Program Highlights26
Compensation Philosophy and Objectives27
How We Determine Compensation28
Elements of 2025 Compensation30

i

Page
Results of 2022 Performance-Based RSU Grants43
Results of 2023 Performance-Based RSU Grants35
401(k) Plan38
Severance and Change in Control Arrangements38
Perquisites and Other Personal Benefits38
Other Compensation Policies39
Compensation Risk Assessment39
Executive and Board Stock Ownership Requirements40
Compensation Committee Report40
Compensation Committee Interlocks and Insider Participation40
Compensation Tables41
2025 Summary Compensation Table41
2025 Grant of Plan-Based Awards42
Outstanding Equity Awards at December 31, 202543
2025 Options Exercised and Stock Vested44
Pension Benefits and Nonqualified Deferred Compensation44
Employment Agreements44
Types of Compensation Payable upon Termination of Employment45
Potential Payments upon Termination46
Other Compensation Matters52
Securities Authorized for Issuance Under Equity Compensation Plans52
AUDIT MATTERS53
Report of the Audit Committee53
Proposal No. 4—Ratification of Appointment of Auditors53
Accounting Fees and Services53
Vote Required54
Board Recommendation54
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT55
ABOUT THE PROXY MATERIALS AND ANNUAL MEETING57
OTHER MATTERS62
Stockholder Communications with the Board62
Stockholder Proposals for the 2027 Annual Meeting62
Reconciliation of Non-GAAP Financial MeasuresA-1
Reconciliation of net income to AFFOA-1
Reconciliation of net income to Annualized Adjusted EBITDAreA-2
Reconciliation of total debt to pro forma net debtA-3

ii

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