Essential Properties Realty Trust, Inc. filed a Form 8-K on November 2, 2026, reporting that its subsidiary Essential Properties, L.P. issued $517,500,000 aggregate principal amount of 4.375% Exchangeable Senior Notes due 2032, with the issuance closing on October 30, 2026.

Key Highlights

  • Total issuance: $517,500,000 aggregate principal amount of 4.375% Exchangeable Senior Notes due 2032, issued by Essential Properties, L.P.
  • Overallotment exercised in full: The $517,500,000 total includes $67,500,000 issued pursuant to the full exercise by the initial purchasers of their option.
  • Initial exchange rate: 32.3860 shares of common stock per $1,000 principal amount of Notes, representing an initial exchange price of approximately $30.88 per share.
  • Maturity and interest: The Notes mature on January 15, 2032, and accrue interest at 4.375% per annum, payable semi-annually on January 15 and July 15, beginning July 15, 2027.
  • Redemption option: The Issuer may redeem the Notes on or after January 21, 2030, subject to liquidity conditions and a common stock price exceeding 130% of the exchange price on specified trading days.
  • Guarantor: Essential Properties Realty Trust, Inc. provides a full and unconditional guarantee of the Notes.
  • Trustee: U.S. Bank Trust Company, National Association serves as trustee under the Indenture dated October 30, 2026.

Essential Properties, L.P. Closes $517.5 Million Exchangeable Senior Notes Offering

According to the filing, Essential Properties, L.P., a Delaware limited partnership and subsidiary of Essential Properties Realty Trust, Inc. (NYSE:EPRT), issued $517,500,000 aggregate principal amount of 4.375% Exchangeable Senior Notes due 2032 on October 30, 2026. The total includes $67,500,000 issued after the initial purchasers exercised their overallotment option in full within the 13-day settlement window provided under the purchase agreement.

The Notes and the Guarantee are described in the filing as "senior, unsecured obligations" of the Issuer and the Guarantor, respectively, ranking equally in right of payment with existing and future senior unsecured indebtedness. The filing also states the Notes are effectively subordinated to secured indebtedness to the extent of the value of the collateral, and structurally subordinated to indebtedness and liabilities of subsidiaries other than the Issuer. Interest accrues from October 30, 2026, with the first payment due July 15, 2027.

The filing discloses that before October 15, 2031, noteholders may exchange their Notes only upon specified triggering events. From and including October 15, 2031, noteholders may exchange at any time until the second scheduled trading day before maturity. Upon exchange, the Issuer will settle in cash up to the principal amount, with any excess payable or deliverable in cash, shares of the Guarantor's common stock, or a combination, at the Issuer's election. The consideration is determined over an observation period of 60 "VWAP Trading Days" as defined in the Indenture. The filing also notes that if a "Registration Default Event" occurs during the period surrounding maturity, the Issuer will pay a cash premium of 3% of the principal amount of certain exchanged Notes at maturity.

What Was Disclosed

Essential Properties, L.P. disclosed the issuance of $517,500,000 of 4.375% Exchangeable Senior Notes due January 15, 2032, including key terms of the Indenture, exchange mechanics, redemption conditions, and the full and unconditional guarantee by Essential Properties Realty Trust, Inc.