EPR Properties (NYSE: EPR) SVP awarded shares and withholds stock for taxes

Rhea-AI Filing Summary

EPR Properties senior vice president and chief accounting officer Tonya L. Mater reported equity compensation awards and related tax withholding in company stock. On February 23, 2026, she acquired 10,359 common shares by electing stock instead of a cash bonus, vesting in three annual installments beginning January 1, 2027. She also acquired 9,896 additional common shares issued under the 2023 Performance Share Plan. To cover tax obligations on an unrestricted equity award, 4,488 common shares were assigned back to the company. After these transactions, her directly held common shares increased, with the Form 4 showing updated ownership totals after each step.

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^*

Mater Tonya L.

(Last) (First) (Middle)

909 WALNUT STREET

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)
	SVP & Chief Accounting 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)		10,359	A	$0	55,051	D
Common Shares of Beneficial Interest	02/23/2026		A(2)		9,896	A	$0	64,947	D
Common Shares of Beneficial Interest	02/23/2026		F(3)		4,488	D	$0	60,459	D

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.

Remarks:

	/s/ Angela M. Whittaker, Attorney-in-Fact for Tonya L. Mater	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) report for Tonya L. Mater?

Tonya L. Mater reported equity awards and tax-related share withholding. She received two grants totaling 20,255 common shares and assigned 4,488 shares back to EPR Properties to satisfy tax withholding related to an unrestricted equity award.

How many EPR Properties shares were granted to Tonya L. Mater?

She was granted 10,359 common shares in lieu of a cash bonus and 9,896 additional common shares. Both grants were reported at a price of $0.00 per share as equity compensation rather than open-market purchases.

Why did Tonya L. Mater transfer 4,488 EPR shares back to the company?

Tonya L. Mater assigned 4,488 common shares of EPR Properties to the company to satisfy tax withholding obligations. This tax-withholding disposition is tied to the issuance of an unrestricted equity award rather than an open-market sale.

When do Tonya L. Mater’s EPR bonus-related shares vest?

The 10,359 EPR common shares issued in lieu of a cash bonus vest in three annual installments. Vesting begins on January 1, 2027, spreading the benefit over multiple years as part of her long-term compensation package.

Under what plan were Tonya L. Mater’s EPR shares issued?

The 9,896 EPR common shares were issued under the 2023 Performance Share Plan. This plan provides equity-based compensation, aligning executive incentives with company performance rather than cash-based bonuses or open-market share purchases.

Did Tonya L. Mater buy or sell EPR shares on the market?

The Form 4 shows no open-market buys or sells by Tonya L. Mater. All reported transactions are equity grants at $0.00 per share and a tax-withholding share transfer back to EPR Properties, not regular market trades.