Sales Agreement (Form 8-K)

On July 30, 2021, Essential Properties Realty Trust, Inc. (the 'Company') and Essential Properties, L.P. (the 'Operating Partnership') entered into an ATM Equity Offering^SM Sales Agreement (the 'Sales Agreement') with BofA Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., Capital One Securities, Inc., Citigroup Global Markets Inc., Evercore Group L.L.C., Goldman Sachs & Co. LLC, Huntington Securities, Inc., Mizuho Securities USA LLC, Nomura Securities International, Inc., Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc. (each, individually, an 'Agent' and, collectively, the 'Agents'), pursuant to which the Company may sell, from time to time, shares of its common stock, par value $0.01 per share ('Common Stock'), having an aggregate gross sales price of up to $350.0 million (the 'Shares'), through or to the Agents. The Company may sell the Shares in amounts and at times to be determined by the Company from time to time but has no obligation to sell any of the Shares. Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of its funding.

Any Shares sold in the offering will be issued pursuant to a prospectus supplement, dated July 30, 2021, filed with the Securities and Exchange Commission (the 'SEC') on July 30, 2021, and the accompanying base prospectus, dated June 21, 2021, forming part of the Company's shelf registration statement on Form S-3(Registration No. 333-257202), filed with the SEC on June 21, 2021. Sales of the Shares, if any, made pursuant to the Sales Agreement may be sold in negotiated transactions, including block trades, or transactions that are deemed to be 'at the market' offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the 'Securities Act'), by means of ordinary brokers' transactions at market prices prevailing at the time of sale, including sales made directly on the New York Stock Exchange, sales made to or through a market maker and sales made through other securities exchanges or electronic communications networks. The Sales Agreement provides that an Agent will be entitled to compensation that will not exceed, but may be lower than, 2.0% of the gross sales price of any of the Shares sold through it as Agent. Under the terms of the Sales Agreement, the Company may also sell Shares to one or more Agents, as principal, at a price agreed upon at the time of sale. If the Company sells Shares to any Agent(s) as principal, it will enter into a separate terms agreement with the Agent(s), setting forth the terms of such transaction. The Company intends to contribute any net proceeds from the sale of Shares to the Operating Partnership, which intends to use such net proceeds for general corporate purposes, which may include repaying or repurchasing indebtedness, working capital and capital expenditures, and potential future investments.

The Company and the Operating Partnership made certain customary representations, warranties and covenants concerning the Company, the Operating Partnership and the registration statement in the Sales Agreement and also agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act. The foregoing description of the Sales Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the form of Sales Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

On July 30, 2021, Venable LLP delivered its legality opinion with respect to the Shares that may be issued pursuant to the Sales Agreement. A copy of the legality opinion is attached hereto as Exhibit 5.1.

This Current Report on Form 8-Kshall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

(d) Exhibits.