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Get filing alertsEPRT establishes up to $750M at-the-market equity program, replacing prior $280M program
Filed July 24, 2026 · Period ending July 24, 2026 · ~1 min read
Key Changes
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Entered into sales agreement for up to $750M of common stock through 21 agent banks, with shares sold at-the-market on NYSE or in negotiated transactions at commissions up to 2.0% of gross sales price.
Item 8.01 verify on EDGAR → -
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Terminated prior ATM program from October 2024 that had $279.9M of unsold capacity remaining, effectively replacing it with the new expanded program.
Item 8.01 verify on EDGAR → -
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Program includes option for forward sale agreements where forward purchasers borrow and sell shares, with company receiving proceeds only upon physical settlement at adjusted forward price.
Item 8.01 verify on EDGAR → -
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Net proceeds will be contributed to Operating Partnership for general corporate purposes including debt repayment/repurchase, working capital, capital expenditures, and potential future investments.
Item 8.01 verify on EDGAR →
Summary
Essential Properties Realty Trust established a new up to $750 million at-the-market equity offering program, replacing its prior program that had $279.9 million of unsold capacity. The new program provides the REIT with expanded access to equity capital through 21 agent banks, with shares sold either directly into the market on the NYSE or through negotiated transactions and block trades.
Agent commissions are capped at 2.0% of gross sales price. The program includes flexibility for forward sale agreements, where designated financial institutions would borrow and sell shares to hedge their exposure, with EPRT receiving proceeds only when it physically settles the forward contracts at a later date.
The forward price adjusts daily based on a floating interest rate and is reduced by expected quarterly dividends. Net proceeds will flow to the Operating Partnership for general corporate purposes, including debt management, working capital, capital expenditures, and potential acquisitions. The expanded program size and forward sale optionality give management greater flexibility in timing equity issuance to market conditions and capital needs.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Sales Agreement contemplates that, in addition to the issuance and sale by the Company of Shares to or through the Agents, the Company may enter into separate forward sale agreements with Bank of America, N.A., Barclays Bank PLC, Bank of Montreal, BNP Paribas, CF Secured, LLC, Citibank, N.A., Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, Huntington Securities, Inc., Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., Regions Securities LLC, Stifel, Nicolaus & Company, Incorporated, StoneX Financial Inc., The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association or one of their respective affiliates (in such capacity, the “Forward Purchasers”).
The program includes an option for the company to enter forward sale agreements with designated financial institutions. Under these agreements, the forward purchaser would borrow and sell shares to hedge their exposure, with the company receiving proceeds only upon physical settlement at a later date. The forward price adjusts daily based on a floating interest rate factor and is reduced by expected quarterly dividends.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 28, 2026 · How we verify