18 unchanged sentences
We have grown significantly since commencing our operations and investment activities in June 2016.
−Removed: As of December 31, 2024, our portfolio consisted of 2,104 properties, inclusive of 150 properties which secure our investments in mortgage loans receivable.
+Added: As of December 31, 2025, our portfolio consisted of 2,300 properties, inclusive of one undeveloped land parcel and 150 properties which secure our investments in mortgage loans receivable.
Our portfolio was built based on the following core investment attributes:
1 unchanged sentence
Our goal is that, over time, no more than 5% of our annualized base rent will be derived from any single-tenant or more than 1% from any single property.
−Removed: As of December 31, 2024, our portfolio was 99.7% occupied by 413 tenants operating 592 different concepts (i.e., generally brands) in 16 industries across 49 states, with none of our tenants contributing more than 4.2% of our annualized base rent.
+Added: As of December 31, 2025, our portfolio was 99.7% occupied by tenants operating 659 different concepts (i.e., brands) across 48 states, with none of our tenants contributing more than 3.4% of our annualized base rent.
Long Lease Term.
4 unchanged sentences
The structure of these transactions, which represent a significant majority of our investment activity, involves our acquisition of a property and the substantially concurrent leasing of the property back to the operator of the real estate (i.e., a sale-leaseback structure).
−Removed: Among the benefits of the sale-leaseback structure is the use of a standard lease form that we structured, with terms we believe are favorable to us, including the requirement for the lessee/operator to provide us with unit-level and, in some instances, corporate-level financial statements on a quarterly basis, in arrears.
+Added: Among the benefits of the sale-leaseback structure is the use of a standard lease form that we structured, with terms we believe are favorable to us, including, for substantially all our investments, the requirement for the lessee/operator to provide us with unit-level and corporate-level financial statements, typically on a quarterly basis in arrears.
For the year ended December 31, 2025, 95% of our investments (weighted by annualized base rent) were through the sale-leaseback structure.
2 unchanged sentences
As of December 31, 2025, our average investment per property was $3.1 million (which equals our aggregate investment in our properties (including transaction costs, lease incentives and amounts funded for construction in progress) divided by the number of properties owned at such date).
−Removed: Investing in smaller, more
−Removed: granular assets avoids concentrating a large amount of capital in a single asset and mitigates credit, lease and real estate risk.
+Added: Investing in smaller, more granular assets avoids concentrating a large amount of capital in a single asset and mitigates credit, lease and real estate risk.
Among other things, this limits our exposure to events that may adversely affect a particular property.
16 unchanged sentences
2025 Financial and Operating Highlights
−Removed: • During 2024, we completed $1.2 billion of investments in 297 properties, including $138.5 million in newly originated mortgage loans receivable secured by 31 properties.
+Added: • During 2025, we completed $1.3 billion of investments in 270 properties, including $94.7 million in mortgage loans receivable secured by 15 properties.
• As of December 31, 2025, our total gross investment in real estate, including our investments in mortgage loans receivable, was $7.2 billion and we had total debt of $2.5 billion.
−Removed: • During 2024, our Board of Directors ("Board") declared quarterly distributions for the year ended December 31, 2024 that totaled $1.16 per share of common stock.
+Added: • Our Board of Directors (the "Board") declared quarterly distributions for the year ended December 31, 2025 that totaled $1.205 per share of common stock.
• In March 2025, we completed, on a forward basis, a primary underwritten public follow-on offering of 9,430,000 shares of our common stock, including 1,230,000 shares of common stock purchased by the underwriters pursuant to an option to purchase additional shares, at a public offering price of $31.00 per share.
−Removed: All shares were physically settled as of December 31, 2024 and the Company realized net proceeds from this offering, after deducting underwriting discounts and commissions and other expenses, of $245.0 million.
+Added: Through December 31, 2025, we physically settled 4,715,000 shares under the forward sale agreements relating to this offering, realizing net proceeds of $143.7 million.
+Added: Including shares physically settled to date and assuming full physical settlement of the remaining forward sale agreements, net proceeds are expected to be $285.6 million.
+Added: • In August 2025, through our Operating Partnership, we completed a public offering of $400.0 million aggregate principal amount of unsecured 5.400% Senior Notes due 2035 (the "2035 Notes"), raising net proceeds of $390.7 million.
• During 2025, we sold 10,245,801 shares of our common stock under our ATM Program (as defined herein) at a weighted average price per share of $31.59 for gross proceeds of $323.6 million, including 6,185,920 shares sold on a forward basis that have not been physically settled for cash as of December 31, 2025.
−Removed: • As of December 31, 2024, our liquidity totaled $1.0 billion, which includes $45.0 million of cash and cash equivalents and restricted cash available for future investment, $380.8 million available upon physical
−Removed: settlement of our outstanding forward equity contracts and $600.0 million of availability under our revolving credit facility.
+Added: • As of December 31, 2025, our liquidity totaled $1.4 billion, which includes $70.4 million of cash and cash equivalents and restricted cash available for future investment, $332.2 million available assuming physical settlement of our outstanding forward equity sales agreements and $1.0 billion of availability under our revolving credit facility.
Our Target Market
9 unchanged sentences
In particular, we believe that there is a limited number of participants addressing the long-term capital needs of unrated middle-market and smaller companies.
−Removed: We believe that many publicly traded REITs that invest in net leased properties concentrate their investment activity in properties leased to tenants whose creditworthiness has been rated by a nationally recognized statistical rating organization, which tend to be larger and often publicly traded organizations, with the result that unrated, middle-market and smaller companies are relatively underserved and offer us an opportunity to make investments with attractive risk-adjusted return potential.
+Added: We believe that many publicly traded REITs and institutional investors that invest in net leased properties concentrate their investment activity in properties leased to tenants whose creditworthiness has been rated by a nationally recognized statistical rating organization, which tend to be larger and often publicly traded organizations, with the result that unrated, middle-market and smaller companies are relatively underserved and offer us an opportunity to make investments with attractive risk-adjusted return potential.
Furthermore, we believe that there is strong demand for our net-lease capital solutions among middle-market and smaller companies that own commercial real estate, in part, due to the bank regulatory environment, which, since the turmoil in the housing and mortgage industries from 2007-2009, has generally been characterized by increased scrutiny and regulation.
4 unchanged sentences
We believe the following competitive strengths distinguish us from our competitors and allow us to compete effectively in the single-tenant, net-lease market:
−Removed: • Carefully Constructed Portfolio of Properties Leased to Service-Oriented or Experience-Based Tenants .
+Added: • Carefully Constructed Portfolio Leased to Service-Oriented or Experience-Based Tenants .
We have strategically constructed a portfolio that is diversified by tenant, industry, concept and geography and generally avoids exposure to businesses that we believe are subject to pressure from e-commerce.
Our properties are generally subject to long-term net leases that we believe provide us with a stable and predictable base of revenue from which to grow our portfolio.
−Removed: As of December 31, 2024, our portfolio consisted of 2,104 properties, with total annualized base rent of $460.6 million, which was purposefully selected by our management team in accordance with our focused and disciplined investment
−Removed: Our diversified portfolio is comprised of 413 tenants operating 592 different concepts across 49 states and in 16 distinct industries.
+Added: As of December 31, 2025, our portfolio consisted of 2,300 properties, with total annualized base rent of $555.0 million, which was purposefully selected by our management team in accordance with our focused and disciplined investment strategy.
+Added: Our diversified portfolio is comprised of tenants operating 659 different concepts across 48 states.
No single tenant contributed more than 3.4% of our annualized base rent as of December 31, 2025, consistent with our strategy of having a scaled portfolio that, over time, allows us to derive no more than 5.0% of our annualized base rent from any single-tenant or more than 1.0% from any single property.
−Removed: We believe that our portfolio's diversity and the rigorous underwriting process we utilize decreases the impact on us of an adverse event affecting an individual tenant, industry or region.
−Removed: Our focus on leasing to tenants in industries where the operator's properties are essential to generating their revenues and profits (and that we believe are well-positioned to withstand competition from e-commerce businesses) increases the stability and predictability of our rental revenue.
+Added: We believe that our portfolio's diversity and the rigorous underwriting process we utilize decrease the impact on us of an adverse event affecting an individual tenant, industry or region.
+Added: Our focus on leasing to tenants in industries where the leased properties are essential to generating the tenants' revenues and profits (and that we believe are well-positioned to withstand competition from e-commerce) increases the stability and predictability of our rental revenue.
• Differentiated Investment Strategy .
23 unchanged sentences
While we expect that our general and administrative expenses could increase as our portfolio grows, we expect that such expenses as a percentage of our portfolio and our revenues will decrease over time due to efficiencies and economies of scale.
−Removed: During the years ended December 31, 2024, 2023 and 2022, we completed $1.2 billion, $1.0 billion and $937.4 million of investments, respectively.
+Added: During the years ended December 31, 2025, 2024 and 2023, we completed $1.3 billion, $1.2 billion and $1.0 billion of investments, respectively.
• Growth-Oriented Balance Sheet Scalable Infrastructure .
We believe our financial position, liquidity and existing operating infrastructure support our external growth strategy.
−Removed: As of December 31, 2024, our total liquidity was $1.0 billion, including $45.0 million of cash and cash equivalents and restricted cash, $380.8 million available upon physical settlement of our outstanding forward equity contracts, and $600.0 million of availability under our revolving credit facility.
+Added: As of December 31, 2025, our total liquidity was $1.4 billion, including $70.4 million of cash and cash equivalents and restricted cash, $332.2 million available upon physical settlement of our outstanding forward equity sale agreements, and $1.0 billion of availability under our revolving credit facility.
As of December 31, 2025, we had $2.5 billion of gross debt outstanding, with a weighted average maturity of 4.2 years, and net debt of $2.5 billion.
10 unchanged sentences
During the year ended December 31, 2025, 95% of our new investments in real estate were attributable to internally originated sale-leaseback transactions and 82% of our new investments were consummated with parties who had previously engaged in one or more transactions that involved a member of our senior management team (including operators and tenants and other participants in the net lease industry, such as brokers, intermediaries and financing sources).
−Removed: The substantial experience, knowledge and relationships of our senior leadership team provide us with an extensive network of contacts that we believe allows us to originate attractive investment opportunities and effectively grow our business.
+Added: The substantial experience, knowledge and relationships of our senior leadership team provide us with an extensive
+Added: network of contacts that we believe allows us to originate attractive investment opportunities and effectively grow our business.
Our Business and Growth Strategies
3 unchanged sentences
We seek to maintain the stability of our rental revenue and maximize the long-term return on our investments while continuing our growth by using our focused and disciplined underwriting and risk management expertise.
−Removed: When underwriting assets, we focus on commercially desirable properties, with
−Removed: strong operating performance, healthy rent coverage ratios and tenants with what we believe are attractive credit characteristics.
+Added: When underwriting assets, we focus on commercially desirable properties, with strong operating performance, healthy rent coverage ratios and tenants with what we believe are attractive credit characteristics.
In general, we seek to enter into leases with (i) relatively long contractual terms (typically with initial terms of 15 years or more and tenant renewal options);
16 unchanged sentences
In addition, as part of our active portfolio management, we may selectively dispose of assets that we conclude do not offer a return commensurate with the investment risk, contribute to unwanted geographic, industry or tenant concentrations, or may be sold at a price we determine is attractive.
−Removed: During the year ended December 31, 2024, we sold 46 properties for net sales proceeds of $94.2 million, including five properties that were vacant.
+Added: During the year ended December 31, 2025, we sold 60 properties for net sales proceeds of $130.1 million, including 13 properties that were vacant.
We believe that our underwriting processes and active asset management enhance the stability of our rental revenue by reducing default losses and increasing the likelihood of lease renewals.
1 unchanged sentence
We plan to continue our disciplined growth by originating sale-leaseback transactions and opportunistically making acquisitions of properties subject to net leases that contribute to our portfolio’s tenant, industry and geographic diversification.
−Removed: During the year ended December 31, 2024, 97.2% of our new investments in real estate were attributable to internally originated sale-leaseback transactions and 81.4% of our new investments were consummated with parties who had previously engaged in one or more transactions that involved a member of our senior management team (including operators and tenants and other participants in the net lease industry, such as brokers, intermediaries and financing sources).
+Added: During the year ended December 31, 2025, 95% of our new
+Added: investments in real estate were attributable to internally originated sale-leaseback transactions and 82% of our new investments were consummated with parties who had previously engaged in one or more transactions that involved a member of our senior management team (including operators and tenants and other participants in the net lease industry, such as brokers, intermediaries and financing sources).
In addition, we seek to enhance our relationships with our tenants to facilitate investment opportunities, including selectively agreeing to reimburse certain of our tenants for development costs at our properties in exchange for contractually specified rent that generally increases proportionally with our funding.
1 unchanged sentence
• Focus on Middle-Market Companies in Service-Oriented or Experience-Based Businesses .
−Removed: We primarily focus on investing in properties that we lease on a long-term, triple-net basis to middle-
−Removed: market companies that we determine have attractive credit characteristics and stable operating histories.
+Added: We primarily focus on investing in properties that we lease on a long-term, triple-net basis to middle-market companies that we determine have attractive credit characteristics and stable operating histories.
Properties leased to middle-market companies may offer us the opportunity to achieve superior risk-adjusted returns, as a result of our extensive and disciplined credit and real estate analysis, lease structuring and portfolio composition.
10 unchanged sentences
Our net income for the year ended December 31, 2025 was $253.7 million, our EBITDA re was $512.7 million, our Annualized Adjusted EBITDA re was $562.4 million and our ratio of net debt to Annualized Adjusted EBITDA re was 4.4x.
−Removed: Over time, we believe an appropriate ceiling for net debt is generally less than six times our Annualized Adjusted EBITDA re .
+Added: Over time, we believe an appropriate ceiling for pro forma net debt is generally less than 5.5 times our Annualized Adjusted EBITDA re .
We have access to multiple sources of debt capital, including, but not limited to, the investment grade-rated unsecured bond market and bank debt, through our revolving credit facility and our unsecured term loan facilities.
4 unchanged sentences
We also believe that competition for real estate financing comes from middle-market business owners themselves, many of whom have had a historic preference to own, rather than lease, the real estate they use in their businesses.
−Removed: This competition may increase the demand for the types of properties in which we typically invest and, therefore, may reduce the number of suitable investment opportunities available to us and increase the prices paid for such investment properties.
+Added: This competition may increase the demand for the types of properties in which we typically invest and, therefore, may reduce the
+Added: number of suitable investment opportunities available to us and increase the prices paid for such investment properties.
This competition will increase if investments in real estate become more attractive relative to other forms of investment.
8 unchanged sentences
and accounting, financial reporting and cash management.
−Removed: Women comprise 40% of our employee base and hold approximately 46% of our management positions, providing significant leadership at our company, and minorities comprise approximately 23% of our employee base and 14% of our management positions.
−Removed: Our commitment to diversity also extends to our Board, as three of its seven board members, or approximately 43%, are women.
−Removed: Additionally, we have a consistent and strong record of hiring veterans of the U.S.
−Removed: military, including our Chief Executive Officer and our Executive Vice President of Investments.
+Added: Women comprise 38% of our employee base and hold approximately 55% of our non-executive management positions, providing significant leadership at our company, and minorities comprise approximately 30% of our employee base and 35% of our non-executive management positions.
+Added: Our commitment to diversity also extends to our Board, as four of its eight board members, or 50%, are women.
+Added: Additionally, we are a veteran-led organization with our Chief Executive Officer and Chief Operating Officer having served in the U.S.
We seek to provide a dynamic work environment that promotes the retention and development of our employees, and is a differentiating factor in our ability to attract new talent.
We strive to offer our employees attractive and equitable compensation, regular opportunities to participate in professional development activities, outlets for civic engagement and reasonable flexibility to allow a healthy work/life balance.
−Removed: All of our employees are eligible to participate in our Equity Incentive Plan through the annual performance review process.
−Removed: As of December 31, 2024, 100% of our employees were owners of our common stock.
+Added: All of our employees are eligible to receive equity-based awards under our Equity Incentive Plan as part of their year end performance-based compensation.
Our compensation program is designed to attract and retain talent, and align our employees’ efforts with the interests of all of our stakeholders.
13 unchanged sentences
We integrate ESG considerations into our risk management framework, aligning with Task Force on Climate-related Financial Disclosures ("TCFD") recommendations to assess climate risks and implement mitigation strategies.
−Removed: Additionally, we maintain a robust Code of Business Conduct and Ethics, reinforcing our commitment to transparency, integrity, and corporate responsibility.
+Added: Additionally, we maintain a robust Code of Business Conduct and Ethics, reinforcing our commitment to transparency, integrity,
+Added: and corporate responsibility.
To enhance accountability, we have integrated ESG performance metrics into executive compensation to align senior leadership incentives with our long-term sustainability goals.
8 unchanged sentences
• Our People are EPRT.
−Removed: Our diversity is our strength, creating an inclusive work environment is our culture, and all of our employees are owners, thus aligned with our fellow stockholders.
+Added: Our diversity is our strength, creating an inclusive work environment is our culture, and all of our employees are eligible to receive equity-based awards under our Equity Incentive Plan as part of their year end performance-based compensation, and are thus aligned with our fellow stockholders.
Our ESG goals include the following:
13 unchanged sentences
In addition, other losses of a catastrophic nature, such as those caused by wind/hail, wildfires, hurricanes, terrorism or acts of war, may be uninsurable or not insurable on economically reasonable terms.
−Removed: If there is damage to our properties that is not covered by insurance and such properties are subject to recourse indebtedness, we will continue to be liable for the indebtedness, even if these properties are irreparably damaged.
+Added: If there is damage to our properties that is
+Added: not covered by insurance and such properties are subject to recourse indebtedness, we will continue to be liable for the indebtedness, even if these properties are irreparably damaged.
See "Item 1A.
24 unchanged sentences
Environmental laws also govern the presence, maintenance and removal of asbestos-containing material ("ACM").
−Removed: Federal regulations require building owners and those exercising control over a building's management to identify and warn, through signs and labels, of potential hazards posed by workplace exposure to installed ACM in their building.
+Added: Federal regulations require building owners and those exercising control over a building's management to
+Added: identify and warn, through signs and labels, of potential hazards posed by workplace exposure to installed ACM in their building.
The regulations also have employee training, record keeping and due diligence requirements pertaining to ACM.
5 unchanged sentences
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time.
−Removed: may produce airborne toxins or irritants.
+Added: Some molds may produce airborne toxins or irritants.
Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria.
16 unchanged sentences
Available Information
−Removed: Our headquarters are located at 902 Carnegie Center Blvd., Suite 520, Princeton, New Jersey, 08540, where we lease approximately 13,453 square feet of office space from an unaffiliated third party.
−Removed: Our telephone number is (609) 436-0619 and our website is www.essentialproperties.com.
+Added: Our headquarters are located at 5 Vaughn Drive., Suite 202, Princeton, New Jersey, 08540, where we lease approximately 19,601 square feet of office space from an unaffiliated third party.
+Added: Our telephone number is (609)
+Added: 436-0619 and our website is www.essentialproperties.com.
Information contained on or hyperlinked from our website is not incorporated by reference into and should not be considered part of this Annual Report or our other filings with the SEC.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.