Form 4: EPR Properties Director Robin Sterneck Reports Equity Transactions and New RSU Grants

EPR Properties Director Robin P. Sterneck reported the conversion of Restricted Share Units into common shares, followed by a disposition of those shares, alongside the acquisition of new RSU grants as part of her compensation.

Summary

• On June 2, 2025, Robin P. Sterneck, a Director of EPR Properties, converted 1,894 Restricted Share Units (RSUs) into Common Shares of Beneficial Interest.
• Concurrently with the conversion, 1,894 Common Shares of Beneficial Interest were disposed of, likely related to tax withholding or a 'sell to cover' transaction upon RSU vesting.
• Following these transactions, Ms. Sterneck's indirect beneficial ownership of Common Shares of Beneficial Interest through the Robin P. Sterneck Revocable Trust U/A DTD 05/27/2009 remains at 1,902 shares.
• Ms. Sterneck acquired an additional 2,506 Restricted Share Units as part of the Company's annual trustee compensation program under the 2016 Equity Incentive Plan.
• An additional 2,024 Restricted Share Units were acquired by Ms. Sterneck in lieu of her prorated Annual Trustee Retainer fee.
• Each Restricted Share Unit represents a contingent right to receive one share of the Company's Common Shares of Beneficial Interest.
• After all reported transactions, Ms. Sterneck's direct beneficial ownership of Restricted Share Units increased to 44,423 units.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there's a disposition of shares, it's likely for tax purposes related to RSU vesting. The significant new RSU grants indicate continued commitment to equity-based compensation for the director, aligning interests with shareholders.

Positives

• The Director received significant new grants of 2,506 and 2,024 Restricted Share Units, demonstrating continued equity-based compensation and alignment with shareholder interests.
• The issuance of RSUs is part of the Company's established 2016 Equity Incentive Plan and annual trustee compensation program, indicating a structured approach to executive and director remuneration.

Negatives

• 1,894 Common Shares of Beneficial Interest were disposed of following the conversion of an equal number of Restricted Share Units, which, while often for tax purposes, represents a reduction in direct shareholding.

Risks

• The vesting of Restricted Share Units is subject to certain conditions, including 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, meaning the shares are not immediately available.
• The value of the Restricted Share Units and the underlying Common Shares of Beneficial Interest is subject to market fluctuations of EPR Properties' stock price.

Future Outlook

The acquired Restricted Share Units are subject to vesting conditions, which include 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 shares will occur pursuant to instructions provided by the reporting person prior to the grant date.

Management Comments

• "Each Restricted Share Unit represents a contingent right to receive one share of the Company's Common Shares of Beneficial Interest."
• "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 Persons prorated Annual Trustee Retainer fee."

Industry Context

This filing reflects routine equity compensation practices for directors in publicly traded companies, where Restricted Share Units are commonly used to align director interests with long-term shareholder value. The conversion and subsequent disposition of shares often occur to cover tax obligations upon vesting, a standard practice in equity compensation plans.

Corporate Governance

Related Party Transactions

• The acquisition of Restricted Share Units by a director as part of annual compensation and in lieu of fees constitutes a related party transaction, which is standard practice for public companies and disclosed in this filing.

Stakeholder Impact

• Shareholders: The equity grants align the director's interests with shareholders, potentially encouraging long-term value creation. The disposition of shares is a minor, routine event.

Next Steps

• Vesting of the newly granted Restricted Share Units will occur based on the specified conditions (earlier of the day preceding the first annual meeting after grant or a Change of Control).

Key Dates

Recommendation

Keywords

SEC Form 4, EPR Properties, Robin P. Sterneck, Director, Restricted Share Units, RSU, Equity Incentive Plan, Insider Transaction, Shareholding, Compensation