EPR Properties (EPR) CFO awarded stock, shifts shares to trust

Rhea-AI Filing Summary

EPR PROPERTIES executive Mark Alan Peterson reported several stock transactions involving Common Shares of Beneficial Interest. On February 23, 2026, he acquired 30,393 and 45,922 shares as equity awards, issued at his election in lieu of a cash bonus and vesting in three annual installments beginning January 1, 2027. These awards were granted under the 2023 Performance Share Plan. To cover tax withholding on an unrestricted equity award, 20,826 shares were assigned back to the company. He also made bona fide gifts of 25,096 shares directly and transferred another 25,096 shares to a trust associated with him. After these moves, he held 78,134 shares directly and 233,871 shares indirectly through the trust.

Insights

Equity Compensation Analyst

Routine equity grants offset by tax withholding and gifts; net impact is administrative.

The EVP & Chief Financial Officer of EPR PROPERTIES received sizable stock awards in lieu of a cash bonus, with vesting spread over three years starting January 1, 2027. These awards come under the company’s 2023 Performance Share Plan, reflecting standard executive compensation practices.

Shares were then used to satisfy tax withholding obligations, and additional shares were gifted or moved into a trust linked to the executive. These are non-cash, structural transactions that reallocate ownership between the executive, the company, and an associated trust without signaling open-market buying or selling.

Given the lack of open-market trades or new information about company performance, this activity appears routine from an investor perspective. Future company filings may provide updated totals if additional equity awards, vesting events, or trust-related transfers occur.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Peterson Mark Alan

(Last) (First) (Middle)

909 WALNUT

SUITE 200

(Street)

KANSAS CITY MO 64106

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EPR PROPERTIES [ EPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares of Beneficial Interest	02/23/2026		A(1)		30,393	A	$0	78,134	D
Common Shares of Beneficial Interest	02/23/2026		A(2)		45,922	A	$0	124,056	D
Common Shares of Beneficial Interest	02/23/2026		F(3)		20,826	D	$0	103,230	D
Common Shares of Beneficial Interest	02/23/2026		G(4)		25,096	D	$0	78,134	D
Common Shares of Beneficial Interest	02/23/2026		G(4)		25,096	A	$0	233,871	I	Jill J. Peterson and Mark A. Peterson, TTEES Jill J. Peterson Rev. Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. At the election of the Reporting Person, the Common Shares of Beneficial Interest were issued in lieu of a cash bonus and vest in three annual installments, beginning January 1, 2027.

2. The Common Shares of Beneficial Interest were issued pursuant to the 2023 Performance Share Plan.

3. The Common Shares of Beneficial Interest were assigned to the Company to satisfy the reporting persons tax withholding obligations in connection with the issuance of unrestricted equity award.

4. This transaction involved a transfer of securities by the reporting person to a trust.

Remarks:

	/s/ Angela M. Whittaker, Attorney-in-Fact for Mark A. Peterson	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did EPR (EPR) CFO Mark Alan Peterson report?

He reported equity awards, tax-related share withholding, and gifts. On February 23, 2026, he received stock grants, used shares to cover tax obligations, and transferred portions directly and via a trust, adjusting his direct and indirect ownership positions.

How many EPR (EPR) shares did the CFO receive as equity awards?

He received two stock awards totaling 30,393 and 45,922 Common Shares of Beneficial Interest. These grants were issued at his election instead of a cash bonus and represent non-cash compensation tied to the company’s 2023 Performance Share Plan.

What are the vesting terms of the EPR (EPR) CFO’s new stock awards?

The granted Common Shares of Beneficial Interest vest in three equal annual installments. Vesting begins on January 1, 2027, meaning the awards convert into fully owned shares over three years, aligning executive incentives with longer-term company performance.

Why were some EPR (EPR) shares disposed of in the CFO’s Form 4 filing?

20,826 shares were assigned back to the company to satisfy tax withholding obligations tied to an unrestricted equity award. This tax-withholding disposition is a common administrative step when executives receive share-based compensation instead of paying taxes in cash.

What gifts or trust transfers did the EPR (EPR) CFO make with company shares?

He made bona fide gifts of 25,096 shares directly and another 25,096 shares were transferred to a trust associated with him. These transactions move ownership for personal or estate-planning reasons rather than reflecting open-market selling activity.

How many EPR (EPR) shares does the CFO hold after these transactions?

After the reported activity, he directly owns 78,134 Common Shares of Beneficial Interest. Indirectly, through the referenced trust, he has beneficial ownership of 233,871 shares, reflecting both personal and trust-based holdings in the company.