ESSENTIAL PROPERTIES REALTY TRUST, INC.EPRT

ESSENTIAL PROPERTIES REALTY TRUST, INC. Earnings Per Share Disclosure

10-KFiled Feb 11, 20262 min read
Net Income Per Share
The Company computes net income per share pursuant to the guidance in FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted common stock and units, which contain rights to receive non-forfeitable dividends or dividend equivalents, as participating securities requiring the two-class method of computing net income per share. Diluted net income per share of common stock further considers the effect of potentially dilutive shares of common stock outstanding during the period, including the assumed vesting of RSUs and LTIP Units with a market-based or service-based vesting condition, where dilutive. The OP Units held by non-controlling interests represent potentially dilutive securities as the OP Units may be redeemed for cash or, at the Company’s election, exchanged for shares of the Company’s common stock on a one-for-one basis.
The following is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income per share (dollars in thousands):
Year ended December 31,
(dollar amounts in thousands)202520242023
Numerator for basic and diluted earnings per share:
Net income$253,731 $203,638 $191,415 
Less: net income attributable to non-controlling interests(718)(634)(708)
Less: net income allocated to unvested RSUs and LTIP Units(893)(472)(407)
Net income available for common stockholders: basic252,120 202,532 190,300 
Net income attributable to non-controlling interests718 634 708 
Net income available for common stockholders: diluted$252,838 $203,166 $191,008 
Denominator for basic and diluted earnings per share:
Weighted average common shares outstanding196,051,237 173,855,427 152,140,896 
Less: weighted average number of shares of unvested RSAs— — (161)
Weighted average shares outstanding used in basic net income per share196,051,237 173,855,427 152,140,735 
Effects of dilutive securities: (1)
OP Units553,847 553,847 553,847 
Unvested RSAs, RSUs and LTIP Units926,380 859,785 421,292 
Forward sales523,304 1,846,111 405,980 
Weighted average shares outstanding used in diluted net income per share198,054,768 177,115,170 153,521,854 
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(1)Excludes the impact of 197,321, 7,051 and 179,807 unvested RSUs, unvested LTIP Units and unsettled forward equity sales for the years ended December 31, 2025, 2024 and 2023, respectively, as the effect would have been antidilutive.

Historical Timeline

Fiscal YearFiled
2025Feb 11, 2026Showing above
2024Feb 12, 2025

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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