EPR Properties (NYSE: EPR) director transfers 1,564 shares to family trust

Rhea-AI Filing Summary

EPR Properties director John Peter Suarez reported routine equity compensation and an estate-planning transfer. On 01/26/2026, he converted 1,564 restricted share units, issued in lieu of his prorated annual trustee retainer fee, into an equal number of EPR common shares at a stated price of $0.

That same day, Suarez transferred the 1,564 common shares from his direct ownership to The Suarez Family Trust Dated February 13, 2015, changing his holdings from direct to indirect without cash changing hands. After these transactions, he beneficially owned 1,564 common shares indirectly through the trust and 4,530 restricted share units directly.

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

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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^*

Suarez John Peter

(Last) (First) (Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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	01/26/2026		M		1,564	A	(1)	1,564	D
Common Shares of Beneficial Interest	01/26/2026		G(2)		1,564	D	$0	0	D
Common Shares of Beneficial Interest	01/26/2026		G(2)		1,564	A	$0	1,564	I	The Suarez Family Trust Dated February 13, 2015

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
Restricted Share Units	(1)	01/26/2026		M			1,564	(3)	(3)	Common Shares of Beneficial Interest	1,564	$0	4,530	D

Explanation of Responses:

1. Restricted Share Units were issued to Reporting Person in lieu of the Reporting Persons prorated Annual Trustee Retainer fee. Each Restricted Share Unit represents a contingent right to receive one share of Companys Common Shares of Beneficial Interest.

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

3. Subject to certain exceptions, the vesting date for the Restricted Share Units is the earlier of (a) the close of business on the day preceding the first annual meeting of shareholders after the date of grant, or (b) a Change of Control (as defined in the 2016 Equity Incentive Plan). Settlement and delivery of the Company's Common Shares of Beneficial Interest subject to vested Restricted Share Units are made pursuant to instructions provided to the Company by the reporting person prior to the date of grant.

Remarks:

	/s/ Angela M. Whittaker, Attorney-in-Fact for John P. Suarez	01/28/2026
	** 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 transaction did EPR (EPR) director John Peter Suarez report?

John Peter Suarez reported converting 1,564 restricted share units into EPR Properties common shares, then transferring those 1,564 shares to The Suarez Family Trust. The activity reflects equity compensation and an ownership shift to a family trust, with no stated cash proceeds.

How many EPR Properties shares were moved to the Suarez Family Trust?

A total of 1,564 EPR Properties common shares were transferred to The Suarez Family Trust Dated February 13, 2015. The Form 4 shows this as a non-cash transfer coded "G," shifting Suarez’s holdings from direct personal ownership to indirect ownership through the trust.

What are the restricted share units held by EPR director John Peter Suarez?

Suarez’s restricted share units were issued in lieu of his prorated annual trustee retainer fee, each representing the right to one common share. After the reported transaction, he beneficially owned 4,530 restricted share units, separate from the 1,564 common shares held indirectly via the family trust.

Was cash involved in John Peter Suarez’s EPR share transfer to the family trust?

No cash was involved in the transfer of 1,564 EPR Properties common shares to The Suarez Family Trust, as indicated by the reported price of $0. The filing characterizes it as a transfer (code "G"), reflecting a change in ownership form rather than a sale.

Why did EPR issue restricted share units to director John Peter Suarez?

The restricted share units were issued to Suarez in lieu of his prorated annual trustee retainer fee. This means a portion of his board compensation was paid in equity instead of cash, aligning part of his compensation with the company’s common shares of beneficial interest.

How do the vesting terms work for John Peter Suarez’s restricted share units at EPR?

The restricted share units generally vest on the earlier of the day before the first annual shareholder meeting after grant or a change of control under EPR’s 2016 Equity Incentive Plan. Settlement and share delivery follow standing instructions Suarez provided before the grant date.