Essential Properties Realty Trust opens $750 million ATM equity program, replaces prior facility with $279.9 million unsold
PRINCETON, N.J., July 24. A $750 million at-the-market equity offering program is now in place at Essential Properties Realty Trust, Inc. (NYSE: EPRT), after the company and its operating partnership, Essential Properties, L.P., signed an ATM Equity Offering Sales Agreement on July 24, 2026, with 21 broker-dealers. The filing also terminates a prior at-the-market program that carried $279.9 million in unsold capacity at the time of its cancellation.
Key takeaways
- Essential Properties Realty Trust (NYSE: EPRT) established a new $750 million at-the-market equity offering program via a Sales Agreement signed July 24, 2026, with 21 broker-dealers.
- The filing terminated a prior ATM program that still had $279.9 million in unsold gross sales capacity at the time of cancellation.
- Agents may receive a commission of up to 2.0% of the gross sales price of shares sold through them, with the same 2.0% cap applying to forward sales as a reduction to the initial forward price.
- The Sales Agreement allows EPRT to enter forward sale agreements with Forward Purchasers who would borrow shares from third parties and sell them through an agent acting as forward seller.
- EPRT disclosed the agreement under Item 8.01 Other Events of a Form 8-K filed with the SEC.
PRINCETON, N.J., July 24. A $750 million at-the-market equity offering program is now in place at Essential Properties Realty Trust, Inc. (NYSE: EPRT), after the company and its operating partnership, Essential Properties, L.P., signed an ATM Equity Offering Sales Agreement on July 24, 2026, with 21 broker-dealers. The filing also terminates a prior at-the-market program that carried $279.9 million in unsold capacity at the time of its cancellation.
Terms and mechanics
Under the Sales Agreement, EPRT may sell shares of common stock, par value $0.01 per share, through the named agents acting as sales agents, as forward sellers, or directly to those agents as principals. The company controls timing: actual offers and sales will depend on market conditions, the trading price of the common stock, and capital needs as determined by EPRT and its agents from time to time. Agents may receive a commission of up to 2.0% of the gross sales price of any shares sold through them.
Sales may be executed as ordinary brokers' transactions at prevailing market prices, directly on the New York Stock Exchange, through market makers, or via other exchanges and electronic communications networks. Block trades and negotiated transactions are permitted as well.
The prior program
The replaced facility was established under an ATM Equity Offering Sales Agreement dated October 25, 2024, and later amended under Amendment No. 1, dated April 28, 2025. At termination, $279.9 million of aggregate gross sales capacity remained unused, the filing shows.
Agent roster
Twenty-one institutions are named as agents: BofA Securities, Barclays Capital, BMO Capital Markets, BNP Paribas Securities, Cantor Fitzgerald, Capital One Securities, Citigroup Global Markets, Citizens JMP Securities, Evercore Group, Goldman Sachs, Huntington Securities, Mizuho Securities USA, Morgan Stanley, Nomura Securities International, Raymond James, Regions Securities, Scotia Capital (USA), Stifel Nicolaus, TD Securities (USA), Truist Securities, and Wells Fargo Securities.
Forward sale provisions
The Sales Agreement allows EPRT to enter separate forward sale agreements with a group of counterparties identified as Forward Purchasers, including Bank of America, N.A., Barclays Bank PLC, Bank of Montreal, BNP Paribas, Citibank, Goldman Sachs, Morgan Stanley, StoneX Financial, The Toronto-Dominion Bank, and Wells Fargo Bank, National Association, among others. Under those arrangements, the applicable Forward Purchaser or its affiliate would borrow shares from third parties and sell them through the relevant agent acting as forward seller. The commission for forward sales, structured as a reduction to the initial forward price, will not exceed 2.0% of the gross sales price per share.
Essential Properties Realty Trust disclosed the agreement under Item 8.01 Other Events of Form 8-K filed with the Securities and Exchange Commission. The company is incorporated in Maryland and headquartered at 5 Vaughn Drive, Suite 202, Princeton, New Jersey 08540.