Form 4: EPR Properties SVP Reports Significant Share Transactions

EPR Properties' SVP of Asset Management, Gwendolyn Mary Johnson, reported multiple transactions involving common shares, including tax withholdings, trust transfers, and equity awards.

Summary

• Gwendolyn Mary Johnson, SVP Asset Management at EPR Properties, reported several transactions on January 2, 2026.
• Disposed of 3,652 Common Shares of Beneficial Interest at a price of $49.9 per share to satisfy tax withholding obligations related to equity award vesting.
• Transferred 7,997 Common Shares of Beneficial Interest to the Mark S. Johnson and Gwendolyn M. Johnson Trust dated September 14, 2022, at a price of $0.
• The same trust simultaneously acquired 7,997 Common Shares of Beneficial Interest at a price of $0.
• Acquired 5,073 Common Shares of Beneficial Interest at a price of $0, issued in lieu of a cash bonus, with vesting in three annual installments starting January 1, 2027.
• Acquired 4,562 Common Shares of Beneficial Interest at a price of $0, granted as long-term incentive compensation, with vesting in four annual installments starting January 1, 2027.
• Following these transactions, Gwendolyn Mary Johnson directly beneficially owns 23,896 Common Shares and indirectly owns 16,213 Common Shares through the aforementioned trust.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including equity compensation and tax-related dispositions, which are neutral in sentiment as they reflect standard corporate and personal financial planning.

Positives

• Acquisition of 5,073 Common Shares in lieu of a cash bonus, aligning management compensation with equity performance.
• Grant of 4,562 Common Shares as long-term incentive compensation, further aligning management interests with shareholder value creation.

Negatives

• Disposal of 3,652 Common Shares to cover tax withholding obligations, resulting in a reduction of direct beneficial ownership.

Future Outlook

The acquired equity awards, totaling 9,635 shares, are subject to future vesting schedules, with the first installments beginning on January 1, 2027, indicating a long-term commitment and incentive structure for the reporting person.

Management Comments

• The Common Shares of Beneficial Interest were assigned to the Company to satisfy the reporting person's tax withholding obligations in connection with the vesting of equity awards.
• At the election of the Reporting Person, 5,073 Common Shares of Beneficial Interest were issued in lieu of a cash bonus and vest in three annual installments, beginning January 1, 2027.
• 4,562 Common Shares of Beneficial Interest were granted to the Reporting Person as long-term incentive compensation and vest in four annual installments, beginning January 1, 2027.

Industry Context

This Form 4 filing details routine insider transactions, including equity compensation and tax-related dispositions, which are common practices across publicly traded companies to align executive incentives with shareholder performance and manage tax liabilities.

Related Party Transactions

• Transfer of 7,997 Common Shares of Beneficial Interest by the reporting person to the Mark S. Johnson and Gwendolyn M. Johnson Trust dated September 14, 2022.

Stakeholder Impact

• Shareholders: The acquisition of shares as compensation aligns management's interests with shareholder value, while tax-related dispositions are routine and have minimal impact.
• Employees (specifically the reporting person): The transactions reflect compensation structure and personal financial management.

Next Steps

• Annual vesting of 5,073 Common Shares beginning January 1, 2027.
• Annual vesting of 4,562 Common Shares beginning January 1, 2027.

Key Dates

Keywords

EPR Properties, EPR, Form 4, Insider Transaction, Equity Awards, Stock Compensation, Tax Withholding, Trust Transfer, Gwendolyn Johnson