ESSENTIAL PROPERTIES REALTY TRUST, INC.
For the period ended Sep 30, 2026. Filed Oct 21, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 21, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-22.
0001728951-26-000052
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-21.
0001728951-26-000071
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 5 previous paragraphs and 2 current paragraphs.
1 unchanged; 1 reworded; 0 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Removed paragraphs (3)
Previous report
Tax protection agreements entered into in connection with property acquisitions may limit our operating flexibility and could result in significant payments to protected unitholders.
Previous report
In connection with certain past or future property acquisitions our Operating Partnership has issued, or may issue, OP Units to contributors of acquired properties and entered, or may enter, into tax protection agreements with certain of those contributors. These agreements generally provide that, for a specified period of time, if our Operating Partnership disposes of any interest in the relevant contributed properties in a taxable transaction, subject to certain exceptions, or takes certain other actions that (or fails to take certain other actions that, if not taken) result in taxable gain to any protected contributor(s), our Operating Partnership may be required to indemnify such protected contributor(s) for the portion of their tax liabilities attributable to the built-in-gain that existed with respect to the contributed properties at the time of the acquisition, together with a gross up for tax liabilities incurred as a result of such indemnification payment. Accordingly, we and our Operating Partnership will refrain from taking certain actions that (or take certain actions that, if not taken) could trigger taxable gain to the protected unitholders. Such actions may include, among other actions, selling, transferring, or otherwise disposing of protected properties in a taxable transaction, reducing or repaying certain indebtedness that has been allocated to protected unitholders for U.S. federal, state or local income tax purposes, or engaging in other transactions that could cause the protected unitholders to recognize taxable income or gain.
Previous report
Any indemnification payment required pursuant to a tax protection agreement could be substantial and could adversely affect our financial condition, results of operations, cash flows, and ability to make distributions to our stockholders. Accordingly, tax protection agreements may limit our operational and strategic flexibility and could require us to incur significant costs in connection with transactions that would otherwise be in the best interests of our stockholders.
Reworded paragraphs (1)
Previous wording
Except as set forth below, there have been no material changes to the risk factors as disclosed in the section entitled “Risk Factors” beginning on page 16 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and filed with the SEC on February 11, 2026. The following additional risk factor should be read in conjunction with the risk factors previously disclosed in such Annual Report. These risk factors may not describe every risk facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and results of operations.
Current wording
Except for the additional risk factor disclosed in Part II, Item 1A, "Risk Factors," of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, there have been no material changes to the risk factors disclosed in Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 2025. The risk factors disclosed in those reports should be considered together with the other information included in this Quarterly Report on Form 10-Q. These risk factors may not describe every risk facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and results of operations.