Essential Properties Realty Trust, Inc. (NYSE: EPRT) priced an upsized underwritten public offering of 10,869,565 shares of its common stock at $32.20 per share. The offering, which was increased from the originally announced 9,500,000 shares, is expected to close on February 19, 2026. The transaction is being executed through forward sale agreements with BofA Securities, Mizuho, Truist Securities and Wells Fargo Securities.
Under the forward sale structure, EPRT will not receive the proceeds from the initial sale of shares by the forward purchasers. Instead, the proceeds will be contributed to the operating partnership in exchange for OP Units, which the partnership will use for general corporate purposes, including future acquisitions and other capital needs.
The offering comes after a strong Q4 2025 earnings report in which the company posted earnings per share of $0.34 versus a consensus estimate of $0.33, and revenue of $149.87 million versus an estimate of $143.4 million. The company’s portfolio, consisting of 2,300 freestanding net‑lease properties with a weighted average lease term of 14.4 years and a 99.7% occupancy rate across 48 states, underpins the confidence in its growth prospects.
The forward sale will be settled within approximately 24 months, allowing EPRT to defer dilution while securing capital for its active acquisition pipeline. From January 1 to February 12, 2026, the company committed $501.5 million to 156 new properties, demonstrating the need for additional liquidity to support ongoing expansion.
The $350 million capital raise strengthens EPRT’s balance sheet and provides the financial flexibility needed to pursue its acquisition strategy and maintain a robust portfolio of high‑quality, long‑term leases. The forward sale structure also offers strategic flexibility, enabling the company to manage future share issuance while preserving shareholder value.
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