Form 4: EPR Properties Director James B. Connor Receives Over 5,000 Restricted Share Units as Compensation

EPR Properties director James B. Connor was granted 5,253 Restricted Share Units (RSUs) on June 2, 2025, as part of the company's annual trustee compensation and in lieu of a prorated retainer fee, aligning his interests with shareholders.

Summary

• James B. Connor, a Director of EPR Properties, acquired a total of 5,253 Restricted Share Units (RSUs) on June 2, 2025.
• The first grant involved 2,506 RSUs issued under the Company's 2016 Equity Incentive Plan as part of the annual trustee compensation program.
• The second grant involved 2,747 RSUs issued in lieu of the Reporting Person's prorated Annual Trustee Retainer fee.
• Each RSU represents a contingent right to receive one Common Share of Beneficial Interest of EPR Properties.
• Following these transactions, James B. Connor's total beneficial ownership of Restricted Share Units increased to 40,886.
• The RSUs are subject to vesting, which occurs on the earlier of the close of business on the day preceding the first annual meeting of shareholders after the grant date, or a Change of Control as defined in the 2016 Equity Incentive Plan.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as the RSU grants align the director's interests with shareholders, which is generally viewed favorably for corporate governance and long-term value creation.

Positives

• The grant of Restricted Share Units to a director aligns management's interests directly with those of the shareholders, as the value of the compensation is tied to the company's stock performance.
• Utilizing equity compensation programs like the 2016 Equity Incentive Plan is a standard practice for attracting and retaining qualified board members.

Future Outlook

The document does not contain forward-looking statements or guidance regarding the company's financial performance or strategic direction, focusing solely on an insider's equity compensation.

Management Comments

• Restricted Share Units were issued to the reporting person pursuant to the Company's 2016 Equity Incentive Plan as a part of the Company's annual trustee compensation program.
• Restricted Share Units were issued to Reporting Person in lieu of the Reporting Person's prorated Annual Trustee Retainer fee.

Industry Context

The granting of Restricted Share Units (RSUs) to directors as a form of compensation is a common practice across various industries, particularly in publicly traded companies, to incentivize long-term performance and align leadership interests with shareholder value. This filing reflects a routine compensation event within the real estate investment trust (REIT) sector.

Comparison to Industry Standards

• The use of Restricted Share Units (RSUs) for director compensation is a widely accepted and standard practice in corporate governance across industries, including REITs like EPR Properties, as it ties compensation directly to company performance and shareholder value.
• The vesting schedule, tied to the annual meeting or a change of control, is typical for such equity grants, ensuring continued commitment from board members.

Corporate Governance

Related Party Transactions

• The grant of 5,253 Restricted Share Units to James B. Connor, a director of EPR Properties, constitutes a related party transaction as it involves compensation from the company to an insider.

Stakeholder Impact

• Shareholders: The RSU grants align the director's incentives with shareholder interests, potentially leading to better long-term decision-making aimed at increasing share value.
• Management/Directors: Provides equity-based compensation, incentivizing continued service and performance.

Next Steps

• The Restricted Share Units will vest on the earlier of the close of business on the day preceding the first annual meeting of shareholders after the grant date, or a Change of Control.
• Settlement and delivery of Common Shares of Beneficial Interest upon vesting will occur pursuant to instructions provided by the reporting person prior to the grant date.

Key Dates

Keywords

EPR Properties, Restricted Share Units, RSU, Insider Transaction, Form 4, Equity Compensation, Director Compensation, Beneficial Ownership, Corporate Governance