Item 8.01 Other Events.

On August 4, 2022, Essential Properties Realty Trust, Inc., a Maryland corporation (the "Company"), closed an underwritten public offering of 8,740,000 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), including 1,140,000 shares of Common Stock purchased by the underwriters pursuant to an option to purchase additional shares.

In connection with the offering, on August 1, 2022, 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 Wells Fargo Securities, LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the "Underwriting Agreement"), to issue and sell 7,600,000 shares of Common Stock, plus an additional 1,140,000 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 August 1, 2022, among the
             Company and the Operating Partnership, on the one hand, and, Wells
             Fargo Securities, Inc., BofA Securities, 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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