Form 4: EPR Properties Director Virginia Shanks Reports Significant Stock and RSU Activity

EPR Properties Director Virginia E. Shanks has reported a series of transactions involving the conversion of Restricted Share Units into common shares and the acquisition of new RSUs as part of her compensation.

Summary

• Virginia E. Shanks, a Director of EPR Properties (EPR), reported changes in her beneficial ownership of the company's securities.
• On June 2, 2025, Ms. Shanks acquired 6,329 Common Shares of Beneficial Interest through the conversion of Restricted Share Units.
• Following this conversion, Ms. Shanks directly beneficially owns 30,527 Common Shares of Beneficial Interest.
• Concurrently, 6,329 Restricted Share Units were disposed of due to their conversion into common shares.
• Ms. Shanks also acquired new Restricted Share Units on June 2, 2025: 2,506 RSUs as part of the company's annual trustee compensation program and an additional 2,891 RSUs in lieu of her prorated Annual Trustee Retainer fee.
• Each Restricted Share Unit represents a contingent right to receive one Common Share of Beneficial Interest.
• After these transactions, Ms. Shanks directly beneficially owns 12,180 Restricted Share Units.
• The vesting date for these Restricted Share Units is typically 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.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as a director is increasing their direct share ownership and receiving new equity compensation, aligning their interests with shareholders. This is a routine, expected transaction for insider compensation.

Positives

• A director, Virginia E. Shanks, increased her direct beneficial ownership of Common Shares of Beneficial Interest by 6,329 shares through the conversion of Restricted Share Units, aligning her interests further with shareholders.
• The acquisition of 5,397 new Restricted Share Units (2,506 as annual compensation and 2,891 in lieu of fees) demonstrates continued compensation in equity, reinforcing management's stake in the company's performance.

Future Outlook

The Restricted Share Units granted are subject to vesting, typically on the earlier of the day preceding the first annual meeting of shareholders after the grant date or a Change of Control, indicating future potential share conversions.

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

This Form 4 filing details routine insider equity compensation and conversion activities, which are common practices across publicly traded companies to align the interests of directors and executives with shareholders. It does not provide information on broader industry trends.

Related Party Transactions

• The acquisition of Restricted Share Units by the director as part of the annual trustee compensation program and in lieu of retainer fees constitutes a related party transaction, which is a standard practice for director compensation.

Stakeholder Impact

• Shareholders: The increase in direct share ownership by a director through RSU conversion and new RSU grants aligns the director's financial interests with those of the shareholders, potentially fostering better long-term decision-making.

Next Steps

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

Key Dates

Keywords

EPR Properties, Form 4, Insider Transaction, Virginia E. Shanks, Director, Restricted Share Units, Common Shares, Beneficial Ownership, Equity Compensation