Item 8.01 Other Events.

On September 22, 2020, Essential Properties Realty Trust, Inc., a Maryland corporation (the "Company"), closed an underwritten public offering of 10,120,000 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), including 1,320,000 shares of Common Stock purchased by the underwriters pursuant to an option to purchase additional shares.

In connection with the offering, on September 17, 2020, the Company and Essential Properties, L.P., a Delaware limited partnership and the Company's operating partnership (the "Operating Partnership"), entered into an underwriting agreement with BofA Securities, Inc., Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the "Underwriting Agreement"), to issue and sell 8,800,000 shares of Common Stock, plus an additional 1,320,000 shares issuable upon the exercise in full of the underwriters' option to purchase additional shares. The Underwriting Agreement contains customary representations, warranties and covenants among the parties. These representations, warranties and covenants are not representations of factual information to investors about the Company, the Operating Partnership or their respective subsidiaries, and the sale of Common Stock pursuant to the Underwriting Agreement is not a representation that there has not been any change in the condition of the Company or the Operating Partnership.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
  No.                                    Description

1.1           Underwriting Agreement, dated as of September 17, 2020, among the
            Company and the Operating Partnership, on the one hand, and BofA
            Securities, Inc., Barclays Capital Inc. and Citigroup Global Markets
            Inc., as representatives of the several underwriters named therein, on
            the other hand

5.1           Opinion of Venable LLP as to the legality of the Common Stock

23.1          Consent of Venable LLP (included in Exhibit 5.1)

104         Cover Page Interactive File (the cover page tags are embedded within
            the Inline XBRL document).

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