ESSENTIAL PROPERTIES REALTY TRUST, INC.

As of December 31, 2025, 97.3% of our leases (based on annualized base rent) were triple-net, where the tenant is typically responsible for all improvements and is contractually obligated to pay all operating expenses, such as maintenance, insurance, utility and tax expense, related to the leased property. Due to the triple-net structure of our leases, we do not expect to incur significant capital expenditures relating to our triple-net leased properties, and the potential impact of inflation on our operating expenses is reduced.

Diversification by Tenant

As of December 31, 2025, our top ten tenants included ten different concepts. The following table details information about our tenants and the related concepts they operate as of December 31, 2025 (dollars in thousands):

Tenant (1) · Concept · Number ofProperties (2) · AnnualizedBase Rent · % ofAnnualizedBase Rent

EquipmentShare.com Inc. · EquipmentShare · 57 · 18,934 · 3.4

Express Wash Operations, LLC · Whistle Express Car Wash · 33 · 10,900 · 2.0

CNP Holdings, LLC · Chicken N Pickle · 8 · 8,641 · 1.6

BW Ultimate Parent, LLC · Allsup's/YesWay · 13 · 8,337 · 1.5

Dave & Buster's Inc. · Dave & Buster's · 5 · 8,078 · 1.5

Undefeated Tribe Operating Company, LLC · Crunch Fitness · 13 · 7,823 · 1.4

Busy Bees US Holdings Limited · Various · 32 · 7,344 · 1.3

Early Foundations LLC · Primrose School · 21 · 7,329 · 1.3

Denali Midco 2 LLC · Super Star Car Wash · 19 · 6,961 · 1.3

GSP Flagstop LLC · Flagstop Car Wash · 20 · 6,787 · 1.2

Top 10 Subtotal · 221 · 91,134 · 16.5

Other · 2,072 · 463,855 · 83.5

Total · 2,293 · 554,989 · 100.0

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(1)Represents tenant, guarantor or parent company.

(2)Excludes one undeveloped land parcel and six vacant properties.

Diversification by Concept

Our tenants operate their businesses across 659 concepts (i.e., brands). The following table provides information about the top ten concepts in our portfolio as of December 31, 2025 (dollars in thousands):

Concept · Type ofBusiness · AnnualizedBase Rent · % ofAnnualizedBase Rent · Number ofProperties (1) · Building(Sq. Ft.) (1)

EquipmentShare · Service · 18,934 · 3.4 · 57 · 1,104,897

Crunch Fitness · Experience · 14,977 · 2.7 · 26 · 962,740

Whistle Express Car Wash · Service · 10,900 · 2.0 · 33 · 135,867

Chicken N Pickle · Experience · 8,641 · 1.6 · 8 · 279,483

Allsup's/YesWay · Service · 8,337 · 1.5 · 13 · 75,429

Primrose School · Service · 8,289 · 1.5 · 23 · 272,636

Super Star Car Wash · Service · 6,961 · 1.3 · 19 · 91,470

John Deere · Service · 6,813 · 1.2 · 31 · 654,285

Captain D's · Service · 6,792 · 1.2 · 86 · 223,411

Flagstop Car Wash · Service · 6,787 · 1.2 · 20 · 93,538

Top 10 Subtotal · 97,431 · 17.6 · 316 · 3,893,756

Other · 457,558 · 82.4 · 1,977 · 21,887,349

Total · 554,989 · 100.0 · 2,293 · 25,781,105

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(1)Excludes one undeveloped land parcel and six vacant properties.

Diversification by Industry

Our tenants' business concepts are diversified across various industries. The following table summarizes those industries as of December 31, 2025 (dollars in thousands except per sq. ft amounts):

Tenant Industry · Type ofBusiness · AnnualizedBase Rent · % ofAnnualizedBase Rent · Number ofProperties (1) · Building(Sq. Ft.) (1) · Rent PerSq. Ft. (2)

Car Washes · Service · 75,854 · 13.7 · 220 · 1,083,076 · 69.73

Medical / Dental · Service · 69,431 · 12.5 · 279 · 2,273,733 · 29.97

Early Childhood Education · Service · 62,970 · 11.3 · 255 · 2,773,263 · 22.51

Quick Service · Service · 48,290 · 8.7 · 461 · 1,244,290 · 39.87

Automotive Service · Service · 44,491 · 8.0 · 297 · 2,314,388 · 19.08

Convenience Stores · Service · 37,024 · 6.7 · 178 · 774,644 · 48.43

Casual Dining · Service · 33,556 · 6.0 · 132 · 936,979 · 35.91

Equipment Rental and Sales · Service · 25,746 · 4.6 · 88 · 1,759,182 · 14.64

Other Services · Service · 17,227 · 3.1 · 70 · 877,164 · 19.64

Pet Care Services · Service · 7,024 · 1.3 · 34 · 270,434 · 25.29

Family Dining · Service · 6,537 · 1.2 · 26 · 205,924 · 31.75

Service Subtotal · 428,150 · 77.1 · 2,040 · 14,513,077 · 29.41

Entertainment · Experience · 51,530 · 9.3 · 72 · 2,523,151 · 19.22

Health and Fitness · Experience · 23,877 · 4.3 · 46 · 1,738,193 · 13.49

Movie Theaters · Experience · 4,429 · 0.8 · 6 · 293,206 · 15.11

Experience Subtotal · 79,836 · 14.4 · 124 · 4,554,550 · 16.77

Other Industrial · Industrial · 26,718 · 4.8 · 62 · 3,673,369 · 7.12

Building Materials · Industrial · 4,808 · 0.9 · 24 · 1,297,669 · 3.71

Industrial Subtotal · 31,526 · 5.7 · 86 · 4,971,038 · 6.23

Grocery · Retail · 14,715 · 2.7 · 41 · 1,635,542 · 9.00

Home Furnishings · Retail · 762 · 0.1 · 2 · 106,898 · 7.12

Retail Subtotal · 15,477 · 2.8 · 43 · 1,742,440 · 8.88

Total/Weighted Average · 554,989 · 100.0 · 2,293 · 25,781,105 · 21.30

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(1)Excludes one undeveloped land parcel and six vacant properties.

(2)Excludes properties with no annualized base rent and properties under construction.

• Our ability to realize future rent increases on some of our leases may vary depending on changes in the CPI.
• Inflation may materially and adversely affect us and our tenants.
• Some of our tenants operate under franchise or license agreements, and, if they are terminated or not renewed prior to the expiration of their leases with us, that would likely impair their ability to pay us rent.
• The bankruptcy or insolvency of a tenant could result in the termination or modification of such tenant's lease and material losses to us.
• Property vacancies could result in us having to incur significant capital expenditures to re-tenant the properties.
• Defaults by borrowers on loans we hold could lead to losses.
• We may be unable to identify and complete acquisitions of suitable properties, which may impede our growth, and our future acquisitions may not yield the returns we seek.
• Our real estate investments are generally illiquid which could significantly impede our ability to respond to market conditions or adverse changes in the performance of our tenants or our properties and which would harm our financial condition.
• Our growth depends on third-party sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all.
• Loss of senior executives with long-standing business relationships could materially impair our ability to operate successfully.
• Risks Related to Environmental Matters, Related Compliance and Climate Change
• The costs of compliance with or liabilities related to environmental laws may materially and adversely affect us.
• Insurance on our properties may not adequately cover all losses and uninsured losses could materially and adversely affect us.
• Compliance with the Americans with Disability Act of 1990 (the “ADA”), fire and safety regulations, and other regulations may require us to make unanticipated expenditures.
• Risks Related to Our Indebtedness
• As of December 31, 2025, we had $2.5 billion of indebtedness outstanding, which requires substantial cash flow to service, subjects us to covenants and refinancing risk and the risk of default.
• Our business plan depends on external sources of capital, including debt financings, and market conditions could adversely affect our ability to refinance existing indebtedness or obtain additional financing for growth on commercially acceptable terms or at all.
• A downgrade in our credit ratings could have a material adverse effect on our business and financial condition.
• We have engaged in hedging transactions and may engage in additional hedging transactions in the future; such transactions may materially and adversely affect our results of operations and cash flows.
• Our debt financing agreements contain restrictions and covenants which may limit our ability to enter into, or obtain funding for, certain transactions, operate our business or make distributions to our common stockholders.
• Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in any property subject to mortgage debt.
• Risks Related to Our Organizational Structure
• Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction, even if such a change in control may be in your interest, and as a result may depress the market price of our common stock. Our charter contains certain restrictions on ownership and transfer of our stock.
• We could increase or decrease the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval.
• Our bylaws designate the Circuit Court for Baltimore City, Maryland, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees and could discourage lawsuits against us and our directors, officers and employees.
• Our Board may change our investment and financing policies without stockholder approval, including those with respect to borrowing, and we may become more highly leveraged, which may increase our risk of default under our debt obligations.
• Our rights and the rights of our stockholders to take action against our directors and officers are limited.
• We are a holding company with no direct operations and rely on funds received from our Operating Partnership to make any distributions to stockholders and to pay liabilities.
• Conflicts of interest could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders.
• Certain mergers, consolidations and other transactions require the approval of a majority in interest of the outside limited partners in our Operating Partnership (which excludes us and our subsidiaries), which could prevent certain transactions that may result in our stockholders receiving a premium for their shares or otherwise be in their best interest.
• Risks Related to Our Status as a REIT
• Failure to continue to qualify as a REIT would materially and adversely affect us and the value of our common stock, and even if we continue to qualify as a REIT, we may be subject to certain additional taxes.
• If our Operating Partnership fails to qualify as a partnership for U.S. federal income tax purposes, we will cease to qualify as a REIT and suffer other adverse consequences.
• To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities and/or to dispose of assets at inopportune times.
• Our ability to provide certain services to our tenants may be limited by the REIT rules or may have to be provided through a taxable REIT subsidiary.
• The IRS may treat sale-leaseback transactions as loans, which could jeopardize our REIT status or require us to make an unexpected distribution.
• Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
• The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes.
• Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
• Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.
• There is a risk of changes in the tax law applicable to REITs.
• Risks Related to the Ownership of Our Common Stock
• Changes in market conditions and volatility of stock prices could adversely affect the market price of our common stock.
• Increases in market interest rates may result in a decrease in the value of shares of our common stock.
• We may be unable to continue to make distributions at our current distribution level, and our Board may change our distribution policy in the future.
• The incurrence of additional debt, which would be senior to shares of our common stock upon liquidation, and/or preferred equity securities that may be senior to shares of our common stock for purposes of distributions or upon liquidation, may materially and adversely affect the market price of shares of our common stock.
• Sales of substantial amounts of our common stock or securities convertible into or exercisable or exchangeable therefor, or the perception that such sales might occur, could reduce the price of our common stock and may dilute your voting power and your ownership interest in us.
• General Risk Factors
• We may be vulnerable to security breaches or cyber attacks which could disrupt our operations and have a material adverse effect on our financial condition and operating results.
• An epidemic or pandemic (such as the outbreak and worldwide spread of a novel strain of coronavirus, and its variants ("COVID-19")), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the other risks, and may significantly disrupt our tenants' ability to operate their businesses and/or pay rent to us or prevent us from operating its business in the ordinary course for an extended period.
• We may become subject to litigation, which could materially and adversely affect us.
• We depend on key personnel.
• Material weaknesses in or a failure to maintain an effective system of internal control over financial reporting or disclosure controls could prevent us from accurately and timely reporting our financial results, which could materially and adversely affect us.
• Changes in accounting standards may materially and adversely affect us.