Epr Properties 10-Q for FY2026 Q3
Epr Properties (EPR)
10-Q
2026-10-29
For: 2026-09-30
View Original
Added on
October 29, 2026
About this 10-Q
Epr Properties filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
EPR Properties reported nine-month revenue of $581.4 million and FFOAA per diluted share of $4.16, up 8.6% and 9.2%, respectively, and acquired seven attraction properties for $304.4 million. It had $3.4 billion of debt at September 30, 2026, 99% unsecured. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $204.1M
- up 12.0% from $182.31M a year earlier
- Net income
- $100.12M
- up 50.4% from net income of $66.59M a year earlier
- Diluted EPS
- $1.22
- up 54.4% from $0.79 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number: 001-13561
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
| Registrant’s telephone number, including area code: | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
At October 28, 2026, there were 76,647,122 common shares outstanding.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to our capital resources and liquidity, our expected pursuit of growth opportunities, our expected cash flows, the performance of our customers, our expected cash collections and our results of operations and financial condition. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of actual events. There is no assurance that the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions in this Quarterly Report on Form 10-Q.
Factors that could materially and adversely affect us include, but are not limited to, the factors listed below:
•Global economic and geopolitical uncertainty, disruptions in financial markets, and challenging economic conditions;
•Risks associated with the future outbreak of any highly infectious or contagious diseases, such as the COVID-19 pandemic;
•The impact of inflation on our customers and our results of operations;
•Actual and perceived changes in U.S. or international trade policies;
•Reduction in discretionary spending by consumers;
•Covenants in our debt instruments that limit our ability to take certain actions;
•Adverse changes in our credit ratings;
•Elevated interest rates;
•Defaults in the performance of lease terms by our tenants;
•Defaults by our customers and counterparties on their obligations owed to us;
•A borrower's bankruptcy or default;
•Risks associated with sales or divestitures of properties;
•Our ability to renew maturing leases on terms comparable to prior leases and/or our ability to locate substitute lessees for these properties on economically favorable terms or at all;
•Risks of operating in the experiential real estate industry (including the impact of labor strikes on the production, supply or theatrical release of motion pictures to our theatre tenants);
•Our ability to compete effectively;
•Risks associated with three tenants representing a substantial portion of our lease revenues;
•The ability of our build-to-suit tenants to achieve sufficient operating results within expected time-frames and therefore have capacity to pay their agreed-upon rent;
•Risks associated with our dependence on third-party managers to operate certain of our properties;
•Risks associated with our level of indebtedness;
•Risks associated with use of leverage to acquire properties;
•Financing arrangements that require lump-sum payments;
•Our ability to raise capital;
•The concentration of our investment portfolio;
•Our continued qualification as a real estate investment trust for U.S. federal income tax purposes and related tax matters;
•The ability of our subsidiaries to satisfy their obligations;
•Financing arrangements that expose us to funding and completion risks;
•Our reliance on a limited number of associates, the loss of which could harm operations;
•Risks associated with the employment of personnel by managers of certain of our properties;
•Risks associated with the gaming industry;
•Risks associated with gaming and other regulatory authorities;
•Delays or prohibitions of transfers of gaming properties due to required regulatory approvals;
•Risks associated with security breaches and other disruptions;
i
•Risks associated with technological advancement, including the use of artificial intelligence;
•Changes in accounting standards that may adversely affect our financial statements;
•Fluctuations in the value of real estate income and investments;
•Risks relating to real estate ownership, leasing and development, including local conditions such as an oversupply of space or a reduction in demand for real estate in the area, competition from other available space, whether tenants and users such as customers of our tenants consider a property attractive, changes in real estate taxes and other expenses, changes in market rental rates, the timing and costs associated with property improvements and rentals, changes in taxation or zoning laws or other governmental regulation, whether we are able to pass some or all of any increased operating costs through to tenants or other customers, and how well we manage our properties;
•Our ability to secure adequate insurance and risk of potential uninsured losses, including from natural disasters;
•Risks involved in joint ventures;
•Risks in leasing multi-tenant properties;
•Risks associated with litigation that could negatively impact our financial condition, cash flows, results of operations and the trading price of our shares;
•A failure to comply with the Americans with Disabilities Act or other laws;
•Risks of environmental liability;
•Risks associated with climate change;
•Risks associated with the relatively illiquid nature of our real estate investments;
•Risks associated with owning assets in foreign countries;
•Risks associated with owning, operating or financing properties for which the tenants', mortgagors' or our operations may be impacted by weather conditions, climate change and natural disasters;
•Risks associated with the development, redevelopment and expansion of properties and the acquisition of other real estate related companies;
•Our ability to pay dividends in cash or at current rates;
•Risks associated with the impact of inflation or market interest rates on the value of our shares;
•Fluctuations in the market prices for our shares;
•Certain limits on changes in control imposed under law and by our Declaration of Trust and Bylaws;
•Policy changes obtained without the approval of our shareholders;
•Equity issuances that could dilute the value of our shares;
•Future offerings of debt or equity securities, which may rank senior to our common shares;
•Risks associated with changes in foreign exchange rates; and
•Changes in laws and regulations, including tax laws and regulations.
Our forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors, see Item 1A - "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report") filed with the Securities and Exchange Commission ("SEC") on February 26, 2026.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.
ii
TABLE OF CONTENTS
| Page | ||||||||||||||
| Item 1. | Financial Statements | |||||||||||||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |||||||||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |||||||||||||
| Item 4. | Controls and Procedures | |||||||||||||
| Item 1. | Legal Proceedings | |||||||||||||
| Item 1A. | Risk Factors | |||||||||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||||||||
| Item 3. | Defaults Upon Senior Securities | |||||||||||||
| Item 4. | Mine Safety Disclosures | |||||||||||||
| Item 5. | Other Information | |||||||||||||
| Item 6. | Exhibits | |||||||||||||
iii
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EPR PROPERTIES
Consolidated Balance Sheets
(Dollars in thousands except share data)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
Real estate investments, net of accumulated depreciation of $ | $ | $ | |||||||||
| Land held for development | |||||||||||
| Property under development | |||||||||||
| Operating lease right-of-use assets | |||||||||||
Mortgage notes and related accrued interest receivable, net of allowance for credit losses of $ | |||||||||||
| Investment in joint ventures | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Accounts receivable | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Operating lease liabilities | |||||||||||
| Common dividends payable | |||||||||||
| Preferred dividends payable | |||||||||||
| Unearned rents and interest | |||||||||||
| Debt | |||||||||||
| Total liabilities | |||||||||||
| Equity: | |||||||||||
Common Shares, $ | |||||||||||
Preferred Shares, $ | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury shares at cost: | ( | ( | |||||||||
| Accumulated other comprehensive (loss) income | ( | ||||||||||
| Distributions in excess of net income | ( | ( | |||||||||
| Total equity | $ | $ | |||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
1
EPR PROPERTIES
Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(Dollars in thousands except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Rental revenue | $ | $ | $ | $ | |||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Mortgage and other financing income | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Property operating expense | |||||||||||||||||||||||
| Other expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Retirement and severance expense | |||||||||||||||||||||||
| Transaction costs | |||||||||||||||||||||||
| Provision (benefit) for credit losses, net | ( | ||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Gain on real estate transactions | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Costs associated with loan refinancing or payoff | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Equity in (income) loss from joint ventures | ( | ( | |||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Preferred dividend requirements | |||||||||||||||||||||||
| Net income available to common shareholders of EPR Properties | $ | $ | $ | $ | |||||||||||||||||||
| Net income available to common shareholders of EPR Properties per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Shares used for computation (in thousands): | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||||||||||||||
| Unrealized (loss) gain on derivatives, net | ( | ( | |||||||||||||||||||||
| Comprehensive income attributable to EPR Properties | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to consolidated financial statements.
2
EPR PROPERTIES
Consolidated Statements of Changes in Equity
(Unaudited)
(Dollars in thousands except per share data)
| EPR Properties Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares | Preferred Shares | Additional paid-in capital | Treasury shares | Accumulated other comprehensive income (loss) | Distributions in excess of net income | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted share units issued to Trustees | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of nonvested shares and performance share units | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of common shares for vesting | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gain on derivatives, net | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common shares | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series C Convertible Preferred shares to common shares | — | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share option exercises, net | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend equivalents accrued on performance share units | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to common shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series C preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series E preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series G preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted share units issued to Trustees | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized loss on derivatives, net | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common shares | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to captive REIT preferred shareholders | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to common shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series C preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series E preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series G preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Continued on next page. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3
| EPR Properties Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares | Preferred Shares | Additional paid-in capital | Treasury shares | Accumulated other comprehensive income (loss) | Distributions in excess of net income | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Continued from previous page. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of nonvested shares and performance share units | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation included in retirement and severance expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gain on derivatives, net | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common shares | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share option exercises, net | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to common shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series C preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series E preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series G preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Continued on next page. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4
| EPR Properties Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares | Preferred Shares | Additional paid-in capital | Treasury shares | Accumulated other comprehensive income (loss) | Distributions in excess of net income | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Continued from previous page. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of nonvested shares and performance share units | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of common shares for vesting | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation included in retirement and severance expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gain on derivatives, net | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common shares | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to common shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series C preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series E preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series G preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted share units issued to Trustees | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cancellations of nonvested shares | — | — | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gain on derivatives, net | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common shares | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to captive REIT preferred shareholders | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to common shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series C preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series E preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series G preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Continued on next page. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
5
| EPR Properties Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares | Preferred Shares | Additional paid-in capital | Treasury shares | Accumulated other comprehensive income (loss) | Distributions in excess of net income | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Continued from previous page. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized loss on derivatives, net | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common shares | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series C Convertible Preferred shares to common shares | ( | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to common shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series C preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series E preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series G preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
6
EPR PROPERTIES
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Gain on real estate transactions | ( | ( | |||||||||
| Deferred income tax expense (benefit) | ( | ||||||||||
| Provision (benefit) for credit losses, net | ( | ||||||||||
| Costs associated with loan refinancing or payoff | |||||||||||
| Equity in loss from joint ventures | |||||||||||
| Distributions from joint ventures | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred financing costs | |||||||||||
| Amortization of above/below market leases and tenant allowances, net | ( | ||||||||||
| Share-based compensation expense to management and Trustees | |||||||||||
| Share-based compensation expense included in retirement and severance expense | |||||||||||
| Change in assets and liabilities: | |||||||||||
| Operating lease assets and liabilities | ( | ( | |||||||||
| Mortgage notes accrued interest receivable | ( | ( | |||||||||
| Accounts receivable | ( | ( | |||||||||
| Other assets | ( | ( | |||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Unearned rents and interest | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Acquisition of and investments in real estate and other assets | ( | ( | |||||||||
| Proceeds from sale of real estate | |||||||||||
| Investment in unconsolidated joint ventures | ( | ||||||||||
| Settlement of derivative | ( | ||||||||||
| Investment in mortgage notes receivable | ( | ( | |||||||||
| Proceeds from mortgage notes receivable paydowns | |||||||||||
| Proceeds from note receivable paydowns | |||||||||||
| Additions to properties under development | ( | ( | |||||||||
| Net cash used by investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Proceeds from long-term debt facilities | |||||||||||
| Principal payments on debt | ( | ( | |||||||||
| Deferred financing fees paid | ( | ( | |||||||||
| Net proceeds from issuance of common shares | |||||||||||
| Impact of share option exercises, net | ( | ||||||||||
| Purchase of common shares for treasury for vesting | ( | ( | |||||||||
| Dividends paid to shareholders | ( | ( | |||||||||
| Net cash provided (used) by financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| Net change in cash and cash equivalents and restricted cash | ( | ( | |||||||||
| Cash and cash equivalents and restricted cash at beginning of the period | |||||||||||
| Cash and cash equivalents and restricted cash at end of the period | $ | $ | |||||||||
| Supplemental information continued on next page. | |||||||||||
7
EPR PROPERTIES
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
| Continued from previous page | |||||||||||
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Reconciliation of cash and cash equivalents and restricted cash: | |||||||||||
| Cash and cash equivalents at beginning of the period | $ | $ | |||||||||
| Restricted cash at beginning of the period | |||||||||||
| Cash and cash equivalents and restricted cash at beginning of the period | $ | $ | |||||||||
| Cash and cash equivalents at end of the period | $ | $ | |||||||||
| Restricted cash at end of the period | |||||||||||
| Cash and cash equivalents and restricted cash at end of the period | $ | $ | |||||||||
| Supplemental schedule of non-cash activity: | |||||||||||
| Transfer of property under development to real estate investments | $ | $ | |||||||||
| Conversion of mortgage note receivable to real estate investment | |||||||||||
| Issuance of nonvested shares and restricted share units at fair value, including nonvested shares issued for payment of bonuses | |||||||||||
| Remeasurement of right-of-use asset from early ground lease termination | |||||||||||
| Remeasurement of lease liability from early ground lease termination | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Operating lease liabilities | |||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid during the period for interest | $ | $ | |||||||||
| Cash paid during the period for income taxes | |||||||||||
| Interest cost capitalized | |||||||||||
| Change in accrued capital expenditures | ( | ( | |||||||||
See accompanying notes to consolidated financial statements.
8
EPR PROPERTIES
Notes to Consolidated Financial Statements (Unaudited)
1. Organization
Description of Business
EPR Properties (the Company) was formed on August 22, 1997 as a Maryland real estate investment trust (REIT), and an initial public offering of the Company's common shares of beneficial interest (common shares) was completed on November 18, 1997. Since that time, the Company has been a leading diversified experiential net lease REIT specializing in select enduring experiential properties. The Company's underwriting is centered on key industry and property cash flow criteria, as well as the credit metrics of the Company's tenants and customers. The Company’s properties are located in the United States (U.S.) and Canada.
2. Summary of Significant Accounting Policies and Recently Issued Accounting Standards
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. In addition, operating results for the nine-month period ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. Amounts as of December 31, 2025 have been derived from the audited Consolidated Financial Statements as of that date and should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (SEC) on February 26, 2026.
The Company consolidates certain entities when it is deemed to be the primary beneficiary in a variable interest entity (VIE) in which it has a controlling financial interest in accordance with the consolidation guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The equity method of accounting is applied to joint ventures and other similar entities in which the Company is not the primary beneficiary as defined in the FASB ASC Topic on Consolidation (Topic 810) but can exercise influence over the entity with respect to its operations and major decisions.
Deferred Financing Costs
Rental Revenue
The Company leases real estate to its tenants under leases classified as operating leases. The Company's leases generally provide for rent escalations throughout the lease terms. Rents that are fixed are recognized on a straight-
9
line basis over the lease term. Base rent escalations that include a variable component are recognized upon the occurrence of the specified event as defined in the Company's lease agreements. Many of the Company's leasing arrangements include options to extend the lease, which are not included in the minimum lease terms unless the option is reasonably certain to be exercised. Straight-line rental revenue is subject to an evaluation for collectability, and the Company records a direct write-off against rental revenue if collectability of these future rents is not probable. The Company recognized straight-line write-offs of $0.6 million and $0.1 million for the nine months ended September 30, 2026 and 2025, respectively. Straight-line rental revenue, net of write-offs, was $13.2 million and $12.1 million for the nine months ended September 30, 2026 and 2025, respectively.
Most of the Company’s lease contracts are triple-net leases, which require the tenants to make payments directly to third parties for lessor costs (such as property taxes and insurance) associated with the properties. In accordance with FASB ASC Topic 842, the Company does not include these lessee payments made to third parties in rental revenue or property operating expenses. In certain situations, the Company pays these lessor costs directly to third parties and the tenants reimburse the Company. In accordance with Topic 842, these payments are presented on a gross basis in rental revenue and property operating expense. During the nine months ended September 30, 2026 and 2025, the Company recognized $2.0 million and $1.3 million, respectively, in tenant reimbursements related to the gross-up of these reimbursed expenses that are included in rental revenue.
Certain of the Company's leases, particularly at its entertainment districts, require the tenants to make payments to the Company for property-related expenses such as common area maintenance. In accordance with Topic 842, the Company has elected to combine these non-lease components with the lease components in rental revenue. For the nine months ended September 30, 2026 and 2025, the amounts due for non-lease components included in rental revenue totaled $15.8 million and $14.3 million, respectively.
In addition, most of the Company's tenants are subject to additional rents (above base rents) if gross revenues of the properties exceed certain thresholds defined in the lease agreements (percentage rents). Percentage rents are recognized at the time when specified triggering events occur as provided by the lease agreement. Rental revenue included percentage rents of $16.7 million and $14.9 million for the nine months ended September 30, 2026 and 2025, respectively.
The Company regularly evaluates the collectability of its receivables on a lease-by-lease basis. The evaluation primarily consists of reviewing past due account balances and considering such factors as the credit quality, projected performance and historical trends of the tenant, as well as the current economic conditions and changes in customer payment terms. When the collectability of lease receivables and future lease payments is no longer probable, the Company records a direct write-off of the receivable to rental revenue and recognizes future rental revenue on a cash basis. In addition to the straight-line write-offs discussed above, during the nine months ended September 30, 2026, the Company wrote off other receivables totaling $0.7 million directly to rental revenue in the accompanying consolidated statements of income and comprehensive income upon the determination that collectability of these receivables and future lease payments from one tenant is no longer probable. There were no other receivable write-offs recognized during the nine months ended September 30, 2025.
Mortgage Notes and Other Notes Receivable
Mortgage notes and other notes receivable, including related accrued interest receivable, consist of loans originated by the Company and the related accrued and unpaid interest income as of the balance sheet date. Mortgage notes and other notes receivable are initially recorded at the amount advanced to the borrower less an allowance for credit losses. Interest income is recognized using the effective interest method over the estimated life of the note. Interest income includes both the stated interest and the amortization or accretion of premiums or discounts (if any).
The Company made an accounting policy election to not measure an allowance for credit losses for accrued interest receivables related to its mortgage notes and notes receivable. Accordingly, if accrued interest receivable is deemed to be uncollectible, the Company will record any necessary write-offs as a reversal of interest income. There were no
10
In the event the Company has a past due mortgage note or note receivable that the Company determines is collateral-dependent, the Company measures expected credit losses based on the fair value of the collateral with the credit allowance being the difference between the outstanding principal balance of the notes and the estimated fair value. As of September 30, 2026, the Company does not have any mortgage notes or notes receivable with past due principal balances. See Note 5 for further discussion of mortgage notes and notes receivable for which the Company elected to apply the collateral-dependent practical expedient.
Mortgage and Other Financing Income
Certain of the Company's borrowers are subject to additional interest based on certain thresholds defined in the mortgage agreements (participating interest). Participating interest income is recognized at the time when specific triggering events occur as provided by the mortgage agreement. Participating interest income for the nine months ended September 30, 2026 and 2025 was $0.4 million and $1.8 million, respectively.
Concentrations of Risk
Topgolf USA (Topgolf), American Multi-Cinema, Inc. (AMC) and Regal Cinemas (Regal), a subsidiary of Cineworld Group, represented a significant portion of the Company's total revenue for the nine months ended September 30, 2026 and 2025. The following is a summary of the Company's total revenue derived from rental or interest payments from Topgolf, AMC and Regal (dollars in thousands):
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Total Revenue | % of Company's Total Revenue | Total Revenue | % of Company's Total Revenue | ||||||||||||||
| Topgolf | $ | % | $ | % | |||||||||||||
| AMC | % | % | |||||||||||||||
| Regal | % | % | |||||||||||||||
Impact of Recently Issued Accounting Standards
3. Real Estate Investments
The following table summarizes the carrying amounts of real estate investments as of September 30, 2026 and December 31, 2025 (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Buildings and improvements | $ | $ | |||||||||
| Furniture, fixtures & equipment | |||||||||||
| Land | |||||||||||
| Leasehold interests | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Total | $ | $ | |||||||||
Depreciation expense on real estate investments was $141.0 million and $122.8 million for the nine months ended September 30, 2026 and 2025, respectively.
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4. Investments and Dispositions
The Company's investment spending during the nine months ended September 30, 2026 totaled $664.5 million and included the acquisition of seven attraction properties from Six Flags Entertainment Corporation for a total of $304.4 million. Enchanted Parks (formerly Innovative Attraction Management) is operating the six U.S. properties under a long-term triple-net master lease, and La Ronde Operations, Inc. is operating the Canadian property under a long-term triple-net lease. Investment spending for the nine months ended September 30, 2026 also included $251.4 million for the acquisition of two eat & play properties, two additional attraction properties and four fitness and wellness properties. In addition, investment spending for the nine months ended September 30, 2026 included $41.9 million of mortgage financing secured by two fitness and wellness properties and one experiential lodging property, as well as initial spending on a build-to-suit live performance venue. The remaining investment spending for the nine months ended September 30, 2026 related to other experiential build-to-suit development and redevelopment projects.
The aggregate investment spending for the nine months ended September 30, 2026 is as follows (in thousands):
| Buildings and improvements | $ | |||||||
| Furniture, fixtures & equipment | ||||||||
| Land | ||||||||
| Leasehold interests | ||||||||
| Real estate investments | $ | |||||||
| Total intangible assets and liabilities, net (1) | $ | |||||||
| Mortgage notes receivable | ||||||||
| Property under development | ||||||||
| Total investment spending | $ | |||||||
(1) Intangible assets and liabilities are included in "Other assets" and "Accounts payable and accrued liabilities," respectively, in the accompanying consolidated balance sheets. The weighted average amortization periods for intangible assets and intangible liabilities are 19.5 years and 15.8 years, respectively.
During the three and nine months ended September 30, 2026, the Company completed the sale of one private school property for net proceeds of $68.2 million and recognized a gain on real estate transactions totaling $30.5 million. Disposition proceeds for the nine months ended September 30, 2026 totaled $85.4 million and included $16.5 million in repayments of mortgage notes and notes receivable.
5. Investment in Mortgage Notes and Notes Receivable
The Company measures expected credit losses on its mortgage notes and notes receivable on an individual basis because its financial instruments do not have similar risk characteristics. The Company uses a forward-looking commercial real estate loss forecasting tool to estimate its current expected credit losses (CECL) for each of its mortgage notes and notes receivable on a loan-by-loan basis. As of September 30, 2026, the Company did not anticipate any prepayments. Therefore, the contractual terms of its mortgage notes and notes receivable were used for the calculation of the expected credit losses. The Company updates the CECL model inputs at each reporting period to reflect, if applicable, any newly originated loans, changes to specific loan information on existing loans and current macroeconomic conditions. The CECL allowance is a valuation account that is deducted from the related mortgage note or note receivable.
Certain of the Company’s mortgage notes and notes receivable include commitments to fund future incremental amounts to its borrowers. These future funding commitments are also subject to the CECL model. The CECL allowance related to future funding is recorded as a liability and is included in "Accounts payable and accrued liabilities" in the accompanying consolidated balance sheets.
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Investment in mortgage notes, including related accrued interest receivable, was $639.6 million and $679.3 million at September 30, 2026 and December 31, 2025, respectively. Investment in notes receivable, including related accrued interest receivable, was $0.1 million and $2.7 million at September 30, 2026 and December 31, 2025, respectively, and is included in "Other assets" in the accompanying consolidated balance sheets.
During the nine months ended September 30, 2026, the Company exercised its purchase option to convert a $70.0 million mortgage note receivable secured by an experiential lodging property in Tennessee into a wholly-owned rental property subject to a long-term triple-net lease. In connection with this conversion, the Company recognized a gain on real estate transactions of approximately $1.0 million and a benefit for credit losses of approximately $1.3 million.
During the nine months ended September 30, 2026, the Company received $10.8 million in net proceeds representing payment in full on a mortgage note receivable that was secured by an eat & play property in Oregon. In connection with this loan payoff, the Company recognized defeasance fee income of $0.5 million, which is included in "Mortgage and other financing income" in the accompanying consolidated statements of income and comprehensive income. This loan was previously considered collateral-dependent.
During the nine months ended September 30, 2026, the Company extended the maturity date of a mortgage note receivable secured by an attraction property in North Carolina and received a principal payment of $3.5 million in connection with the extension. Additionally, during the three and nine months ended September 30, 2026, the Company received $2.3 million in net proceeds representing payment in full on a note receivable.
At September 30, 2026, one of the Company's mortgage notes receivable is considered collateral-dependent and expected credit losses are based on the fair value of the underlying collateral with the credit allowance being the difference between the outstanding principal balance of the note and the estimated fair value at the reporting date. The Company assessed the fair value of the collateral as of September 30, 2026 and the mortgage note receivable is fully reserved with an allowance for credit loss totaling $6.4 million, which represents the outstanding principal balance of the note as of September 30, 2026. Income from this borrower is recognized on a cash basis. No
At September 30, 2026, one of the Company's notes receivable is considered collateral-dependent. The Company assessed the fair value of the collateral as of September 30, 2026 on the note receivable. The note receivable is fully reserved with an allowance for credit loss totaling $5.1 million, which represents the outstanding principal balance of the note as of September 30, 2026. At September 30, 2026, the Company's investment in this note receivable was a variable interest investment and the underlying entity is a VIE. The Company is not the primary beneficiary of this VIE because the Company does not individually have the power to direct the activities that are most significant to the entity and, accordingly, this investment is not consolidated. The Company's maximum exposure to loss associated with this VIE is limited to the Company's outstanding note receivable in the amount of $5.1 million, which is fully reserved in the allowance for credit losses at September 30, 2026. The Company's income received from this borrower is recognized on a cash basis. During the nine months ended September 30, 2026 and 2025, the Company received cash basis interest payments of $0.5 million and $0.6 million, respectively, from this borrower. During the nine months ended September 30, 2026 and 2025, the Company received principal payments totaling $0.9 million and $0.8 million, respectively, from this borrower.
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The following summarizes the activity within the allowance for credit losses related to mortgage notes, unfunded commitments and notes receivable for the nine months ended September 30, 2026 (in thousands):
| Mortgage notes receivable | Unfunded commitments - mortgage notes receivable | Notes receivable | Unfunded commitments - notes receivable | Total | |||||||||||||
| Allowance for credit losses at December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||
| Provision (benefit) for credit losses, net | ( | ( | ( | ( | |||||||||||||
| Charge-offs | |||||||||||||||||
| Recoveries | |||||||||||||||||
Allowance for credit losses at September 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||
6. Accounts Receivable
The following table summarizes the carrying amounts of accounts receivable as of September 30, 2026 and December 31, 2025 (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Receivable from tenants | $ | $ | |||||||||
| Receivable from non-tenants | |||||||||||
| Straight-line rent receivable | |||||||||||
| Total | $ | $ | |||||||||
7. Capital Markets and Dividends
During the three and nine months ended September 30, 2026, the Company declared cash dividends totaling $0.930 and $2.760 per common share, respectively. Additionally, during the three and nine months ended September 30, 2026, the Company declared cash dividends of $0.359375 1.078125 5.75 % Series C cumulative convertible preferred shares and the Company's 5.75 % Series G cumulative redeemable preferred shares, and cash dividends of $0.5625 and $1.6875 per share, respectively, on the Company's 9.00 % Series E cumulative convertible preferred shares. During the three months ended September 30, 2026, 132,998 of the Company's 5.75 % Series C cumulative convertible preferred shares converted into 58,704 common shares.
At-the-Market Program ("ATM Program")
On December 5, 2025, the Company entered into an ATM Program, pursuant to which the Company may issue common shares having an aggregate sales price of up to $400.0 million on the open market or in privately negotiated transactions deemed to be “at-the-market” offerings under SEC rules, including through forward sale agreements. Transactions under the ATM Program, if any, will depend on a variety of factors to be determined by the Company, including market conditions, the trading price of the Company's common shares and the Company's capital needs. The Company intends to use any net proceeds from the sale of common shares pursuant to the ATM Program for general corporate purposes, including funding the Company's pipeline of acquisition and build-to-suit projects, working capital and the repayment of the Company's outstanding indebtedness. As of September 30, 2026, the Company had $262.5 million of capacity remaining under the ATM Program.
The use of forward sale agreements allows the Company to lock in a share price on the sale of shares at the time the forward sale agreement becomes effective, but defer receiving the proceeds from the sale of shares until a later date. If the Company enters into a forward sale agreement, it expects to physically settle each forward sale agreement with the forward purchaser on one or more dates specified by the Company prior to the maturity date of that particular forward sale agreement. The aggregate net cash proceeds at settlement will equal the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. The forward sales price will be equal to the volume-weighted average hedge price per share at which the borrowed common shares were sold by the
14
forward seller, less a per share commission, subject to adjustment. However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case cash proceeds may or may not be received or cash may be owed to the forward purchaser. Until settlement of the forward sale agreements, earnings per share dilution resulting from the forward sale agreements will be determined under the treasury stock method. Share dilution occurs when the average market price of the Company's common shares is higher than the average forward sales price.
The Company did not issue any common shares under its ATM Program during the three and nine months ended September 30, 2026. The following table summarizes activity under the Company's ATM Program in connection with forward sale agreements for the three and nine months ended September 30, 2026 (dollars in thousands except share information):
| Period Entered Into Forward Sale Agreements | Total Forward Shares Sold | Total Forward Shares Settled | Total Forward Shares Outstanding | Volume Weighted Average Hedge Share Price (1) | Net Proceeds Received (2) | Estimated Net Proceeds at September 30, 2026 (3) | ||||||||||||||
| Three Months Ended March 31, 2026 | $ | $ | $ | |||||||||||||||||
| Three Months Ended June 30, 2026 | ||||||||||||||||||||
| Three Months Ended September 30, 2026 | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
(1) Before payment of commissions and subject to a daily adjustment based on the overnight bank borrowing rate less a spread and reduced by expected dividend payments on the Company's common shares during the term of the applicable forward sale agreement.
(2) After payment of commissions.
(3) Represents estimated net proceeds from forward sale agreements that have not settled as if these agreements had been physically settled for cash as of the date presented. Settlement of these shares is subject to customary closing conditions, and actual net proceeds will be net of costs and certain adjustments calculated on the settlement date.
The Company did not initially receive any proceeds from the sale of forward shares under the ATM Program. The Company has the option to settle the outstanding common shares listed above prior to the maturity dates of the respective forward sale agreements beginning on March 1, 2027 through March 6, 2028, by physical delivery of the outstanding common shares in exchange for cash proceeds.
Amended Credit Agreement and Debt Repayment
On July 17, 2026, the Company entered into a Fifth Amended, Restated and Consolidated Credit Agreement (the Amended Credit Agreement), governing an amended and restated $1.0 billion senior unsecured revolving credit facility and a new $600.0 million senior unsecured delayed draw term loan facility. The Amended Credit Agreement replaced the Company’s existing $1.0 billion senior unsecured revolving credit facility.
The amendments to the revolving credit facility, among other things, (i) extended the maturity date from October 2, 2028 to July 17, 2030, with two six -month extension options, subject to the payment of additional fees and the satisfaction of customary conditions, (ii) generally reduced the interest rate payable on outstanding loans by five basis points, (iii) modified the asset value calculations under certain financial covenants to include the expected cash proceeds from the sale of common shares under qualified forward equity contracts and (iv) split the prior revolving facility’s $300.0 million foreign currency sublimit into a separate, stand-alone foreign currency revolving credit facility of the same size.
The Amended Credit Agreement also established a new $600.0 million senior unsecured delayed draw term loan facility that was fully drawn by the Company as of September 30, 2026. The new term loan bears interest based on the Company’s credit ratings (SOFR plus 115 basis points at closing) and matures on January 17, 2032.
15
In addition, the Amended Credit Agreement includes a $1.0 billion accordion feature on the combined unsecured revolving credit and delayed draw term loan facilities that increases the maximum amount available under the combined facilities from $1.6 billion to $2.6 billion, at the Company’s election and subject to lender consent and customary conditions.
In connection with entering into the Amended Credit Agreement, the Company incurred $8.9 million and $5.3 million in fees related to the revolving credit facility and the new senior unsecured delayed draw term loan facility, respectively. These fees are included in "Other assets" for the revolving credit facility and "Debt" for the delayed draw term loan facility in the accompanying consolidated balance sheet and amortized as part of the effective yield. Additionally, the Company recorded a non-cash write-off of deferred financing costs (net of accumulated amortization) totaling $0.6 million to "Costs associated with loan refinancing or payoff" in the accompanying consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2026.
Upon maturity, on August 24, 2026, the Company repaid in full $179.6 million of Series B senior unsecured notes that were issued in a private placement transaction.
8. Derivative Instruments
All derivatives are recognized at fair value in the consolidated balance sheets within the line items "Other assets" and "Accounts payable and accrued liabilities", as applicable. The Company has elected not to offset its derivative position for purposes of balance sheet presentation and disclosure. The Company had derivative assets of $4.6 million and $0.3 million at September 30, 2026 and December 31, 2025, respectively. The Company had no derivative liabilities at September 30, 2026 and derivative liabilities of $6.9 million at December 31, 2025. See Note 9 for disclosures relating to the fair value of the derivative instruments.
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions, including the effect of changes in foreign currency exchange rates on foreign currency transactions and interest rates on its variable rate borrowings. The Company manages this risk by following established risk management policies and procedures including the use of derivatives. The Company’s objective in using derivatives is to add stability to reported earnings and to manage its exposure to foreign exchange and interest rate movements or other identified risks. To accomplish this objective, the Company primarily uses interest rate swaps, cross-currency swaps and foreign currency forwards.
Cash Flow Hedges of Interest Rate Risk
The Company uses interest rate swaps as its interest rate risk management strategy for certain variable rate debt. Interest rate swaps designated as cash flow hedges involve the receipt or payment of variable-rate amounts from a counterparty, which results in the Company recording net interest expense that is fixed over the life of the agreements without exchange of the underlying notional amount.
The change in the fair value of interest rate derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (AOCI) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings within the same income statement line item as the earnings effect of the hedged transaction.
The Company had one interest rate swap agreement designated as a cash flow hedge of interest rate risk that expired on September 30, 2026. This interest rate swap limited the variable portion of the interest rate (SOFR) on a $25.0 million bond to 2.5325 %. Upon its maturity, the Company did not renew, replace or enter into a new interest rate swap agreement to hedge the related variable-rate exposure. As a result, the $25.0 million variable-rate borrowing is no longer hedged and will bear interest at the prevailing variable rate.
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Cash Flow Hedges of Foreign Exchange Risk
The Company is exposed to foreign currency exchange risk against its functional currency, USD, on CAD denominated cash flow from its seven Canadian properties.
On August 17, 2026, the Company de-designated its eight CAD to USD cross-currency swaps in conjunction with entering into new net investment hedge agreements described below and terminated the previous cross-currency swap agreements. The Company received $0.1 million in connection with the settlement of the CAD to USD cross-currency swaps. As these agreements were terminated prior to their maturity, the remaining AOCI balance of approximately $0.1 million was frozen and will be amortized to other income through December 1, 2026, which is the original term of the de-designated swaps.
Net Investment Hedges of Foreign Exchange Risk
The Company is exposed to fluctuations in the USD-CAD exchange rate on its net investments in Canada. As such, the Company uses currency forward agreements and cross-currency swaps to manage its exposure to changes in foreign exchange rates on certain of its foreign net investments.
On August 17, 2026, the Company de-designated its CAD to USD forward contracts in conjunction with entering into new cross-currency swap agreements described below. The Company paid $3.0 million in connection with the settlement of the CAD to USD forward contracts. The corresponding change in value of the forward contracts for the period from inception through de-designation continues to be reported in AOCI until the net investment is sold or liquidated.
On August 17, 2026, the Company entered into five cross-currency swaps designated as net investment hedges. As of September 30, 2026, the terms of these cross-currency swaps were:
| Fixed rate | Notional Amount (in millions, CAD) | Annual Cash Flows (in millions, CAD) | CAD per USD exchange rate on monthly settlements (1) | Maturity | ||||||||||||||||||||||
$ | $ | $ | August 1, 2028 | |||||||||||||||||||||||
$ | August 1, 2029 | |||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
(1) The cross-currency swaps have a monthly settlement feature. The net effect of the monthly settlement is an excluded component from the designated hedging relationship.
For qualifying foreign currency derivatives designated as net investment hedges, the change in the fair value of the derivatives is reported in AOCI as part of the cumulative translation adjustment. These amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated. Gains and losses on the derivative representing hedge components excluded from the designated hedging relationship are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with the Company's accounting policy election.
Fair Value Hedges of Foreign Exchange Risk
The Company has a CAD denominated mortgage note receivable secured by a fitness & wellness property in Winnipeg, Canada. The Company uses a cross-currency swap designated as a fair value hedge to mitigate foreign currency risk associated with fluctuations in the USD-CAD spot rate associated with the principal remeasurement of this mortgage note. The Company has a cross-currency swap with an interim and final notional exchange of $27.9 million CAD and $20.0 million USD at a spot rate of $1.39 CAD per USD to fund the principal amount of the mortgage note receivable and monthly exchanges as noted below.
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As of September 30, 2026, the Company had the following cross-currency swap designated as a fair value hedge:
| Interim settlement exchange rate | Notional Amount (in millions, CAD) | Annual Cash Flow (in millions, CAD) | Maturity | |||||||||||||||||
$ | $ | $ | October 1, 2030 | |||||||||||||||||
The change in fair value of the foreign currency derivative designated and qualifying as a fair value hedge of foreign exchange risk is recorded at fair value each period on the Company's consolidated balance sheets, with the difference resulting from the changes in the spot rate recognized in foreign currency gain (loss). The foreign currency gain (loss) is included in "Other income" or "Other expense," as applicable, on the Company's consolidated statements of income and comprehensive income, which will offset the earnings impact of the foreign currency changes in the underlying transaction being hedged. The initial value of the component excluded from the assessment of effectiveness is recorded in AOCI and reclassified into earnings over the life of the hedging instrument.
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Below is a summary of the effect of derivative instruments on the consolidated statements of changes in equity and income for the three and nine months ended September 30, 2026 and 2025.
Effect of Derivative Instruments on the Consolidated Statements of Changes in Equity and Comprehensive Income for the Three and Nine Months Ended September 30, 2026 and 2025 (Dollars in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| Description | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Cash Flow Hedges | |||||||||||||||||
| Interest Rate Swaps | |||||||||||||||||
| Amount of (Loss) Gain Recognized in AOCI on Derivative | $ | ( | $ | $ | $ | ||||||||||||
| Amount of (Expense) Income Reclassified from AOCI into Earnings (1) | ( | ( | |||||||||||||||
| Cross-Currency Swaps | |||||||||||||||||
| Amount of (Loss) Gain Recognized in AOCI on Derivative | ( | ( | |||||||||||||||
| Amount of Income Reclassified from AOCI into Earnings (2) | |||||||||||||||||
| Net Investment Hedges | |||||||||||||||||
| Cross-Currency Swaps | |||||||||||||||||
| Amount of Gain Recognized in AOCI on Derivative | |||||||||||||||||
| Amount of Income Recognized in Earnings (2) (3) | |||||||||||||||||
| Currency Forward Agreements | |||||||||||||||||
| Amount of (Loss) Gain Recognized in AOCI on Derivative | ( | ( | |||||||||||||||
| Fair Value Hedges | |||||||||||||||||
| Cross-Currency Swaps | |||||||||||||||||
| Amount of Loss Recognized in AOCI on Derivative (3) | ( | ( | ( | ( | |||||||||||||
| Amount of Income Reclassified from AOCI into Earnings (2) | |||||||||||||||||
| Amount of Gain (Loss) Recognized in Earnings (2)(3) | ( | ( | |||||||||||||||
| Total | |||||||||||||||||
| Amount of Gain (Loss) Recognized in AOCI on Derivatives | $ | $ | $ | $ | ( | ||||||||||||
| Amount of Income Reclassified from AOCI into Earnings | |||||||||||||||||
| Amount of Gain (Loss) Recognized in Earnings | ( | ( | |||||||||||||||
| Interest expense, net in accompanying consolidated statements of income and comprehensive income | $ | $ | $ | $ | |||||||||||||
| Other income in accompanying consolidated statements of income and comprehensive income | $ | $ | $ | $ | |||||||||||||
(1) Included in "Interest expense, net" in the accompanying consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2026 and 2025.
(2) Included in "Other income" in the accompanying consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2026 and 2025.
(3) Amounts excluded from the designated hedging relationship.
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Credit-risk-related Contingent Features
As of September 30, 2026, the Company had no derivatives in a liability position, had not posted any collateral related to derivative agreements and was not in breach of any provisions in these agreements.
9. Fair Value Disclosures
The Company has certain financial instruments that are required to be measured under the FASB’s Fair Value Measurement guidance. The Company currently does not have any non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.
Derivative Financial Instruments
While the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives also use Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. As of September 30, 2026, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives and therefore, classified its derivatives as Level 2 within the fair value reporting hierarchy.
Recurring fair value measurements
The table below presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025, aggregated by the level in the fair value hierarchy within which those measurements are classified and by derivative type.
Assets and Liabilities Measured at Fair Value on a Recurring Basis at
September 30, 2026 and December 31, 2025
(Dollars in thousands)
| Description | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Balance at end of period | ||||||||||||||||||||||
| September 30, 2026 | ||||||||||||||||||||||||||
| Cross-Currency Swaps (1) | $ | — | $ | $ | — | $ | ||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
| Cross-Currency Swaps (1) | $ | — | $ | $ | — | $ | ||||||||||||||||||||
| Cross-Currency Swaps (2) | — | ( | — | ( | ||||||||||||||||||||||
| Currency Forward Agreements (2) | — | ( | — | ( | ||||||||||||||||||||||
| Interest Rate Swap Agreements (1) | — | — | ||||||||||||||||||||||||
(1) Included in "Other assets" in the accompanying consolidated balance sheets.
(2) Included in "Accounts payable and accrued liabilities" in the accompanying consolidated balance sheets.
Non-recurring fair value measurements
The table below presents the Company's assets measured at fair value on a non-recurring basis as of September 30, 2026 and December 31, 2025, aggregated by the level in the fair value hierarchy within which those measurements are classified.
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Assets Measured at Fair Value on a Non-Recurring Basis at September 30, 2026 and December 31, 2025
(Dollars in thousands)
| Description | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Balance at end of period | |||||||||||||||||||
| 2026: | |||||||||||||||||||||||
| Real estate investments, net (1) | $ | — | $ | — | $ | $ | |||||||||||||||||
| 2025: | |||||||||||||||||||||||
| Mortgage notes and related accrued interest receivable (2) | $ | $ | $ | $ | |||||||||||||||||||
(1) As further discussed in Note 5, during the nine months ended September 30, 2026, the Company exercised its purchase option to convert a $70.0 million mortgage note receivable secured by an experiential lodging property in Tennessee into a wholly-owned rental property subject to a long-term triple-net lease. Management estimated the fair value of this property using an independent appraisal, which used a discounted cash flow model. The significant inputs and assumptions used in the real estate appraisal included a discount rate of 8.00 % and a terminal capitalization rate of 7.25 %. Estimating future cash flows is highly subjective and estimates can differ materially from actual results. These measurements were classified within Level 3 of the fair value hierarchy because many of the assumptions were not observable.
Fair Value of Financial Instruments
The following methods and assumptions were used by the Company to estimate the fair value of each class of financial instruments at September 30, 2026 and December 31, 2025:
Mortgage notes receivable and related accrued interest receivable, net:
The fair value of the Company’s mortgage notes and related accrued interest receivable, net, is estimated by discounting the future cash flows of each instrument using current market rates. At September 30, 2026, the Company had a carrying value of $639.6 million in fixed-rate mortgage notes receivable outstanding, including related accrued interest and allowance for credit losses, with a weighted average interest rate of approximately 9.12 %. The fixed-rate mortgage notes bear interest at rates of 7.15 % to 12.88 %. Discounting the future cash flows for fixed-rate mortgage notes receivable using estimated market rates of 7.00 % to 11.50 %, management estimates the fair value of the fixed-rate mortgage notes receivable to be approximately $687.4 million with an estimated weighted average market rate of 7.98 % at September 30, 2026.
At December 31, 2025, the Company had a carrying value of $679.3 million in fixed-rate mortgage notes receivable outstanding, including related accrued interest and allowance for credit losses, with a weighted average interest rate of approximately 8.97 %. The fixed-rate mortgage notes bear interest at rates of 7.15 % to 12.69 %. Discounting the future cash flows for fixed-rate mortgage notes receivable using estimated market rates of 7.00 % to 10.50 %, management estimates the fair value of the fixed-rate mortgage notes receivable to be $728.0 million with an estimated weighted average market rate of 7.91 % at December 31, 2025.
Derivative instruments:
Derivative instruments are carried at their fair value.
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Debt instruments:
The fair value of the Company's debt is estimated by discounting the future cash flows of each instrument using current market rates. At September 30, 2026 and December 31, 2025, the Company had a carrying value of $625.0 million and $25.0 million in variable-rate debt outstanding, respectively, with interest rates of approximately 4.98 % and 3.95 %, respectively. The carrying value of the variable-rate debt outstanding approximated the fair value at September 30, 2026 and December 31, 2025.
At December 31, 2025, $25.0
At September 30, 2026, the Company had a carrying value of $2.75 billion in fixed-rate long-term debt outstanding with a weighted average interest rate of approximately 4.39 %. Discounting the future cash flows for fixed-rate debt using September 30, 2026 market rates of 5.33 % to 6.30 %, management estimates the fair value of the fixed rate debt to be approximately $2.60 billion with an estimated weighted average market rate of 5.84 % at September 30, 2026.
At December 31, 2025, the Company had a carrying value of $2.93 billion in fixed-rate long-term debt outstanding with a weighted average interest rate of approximately 4.40 %. Discounting the future cash flows for fixed-rate debt using December 31, 2025 market rates of 3.54 % to 5.12 %, management estimates the fair value of the fixed rate debt to be approximately $2.85 billion with an estimated weighted average market rate of 4.61 % at December 31, 2025.
10. Earnings Per Share
The following table summarizes the Company’s computation of basic and diluted earnings per share (EPS) for the three and nine months ended September 30, 2026 and 2025 (amounts in thousands except per share information):
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||
| Income (numerator) | Shares (denominator) | Per Share Amount | Income (numerator) | Shares (denominator) | Per Share Amount | ||||||||||||||||||||||||||||||
| Basic EPS: | |||||||||||||||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||||||||||||||
| Less: preferred dividend requirements | ( | ( | |||||||||||||||||||||||||||||||||
| Net income available to common shareholders | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Diluted EPS: | |||||||||||||||||||||||||||||||||||
| Net income available to common shareholders | $ | $ | |||||||||||||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||||||||||||||
| Share options, performance share units and ATM forward equity offerings | — | — | |||||||||||||||||||||||||||||||||
| Net income available to common shareholders | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
22
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||
| Income (numerator) | Shares (denominator) | Per Share Amount | Income (numerator) | Shares (denominator) | Per Share Amount | ||||||||||||||||||||||||||||||
| Basic EPS: | |||||||||||||||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||||||||||||||
| Less: preferred dividend requirements | ( | ( | |||||||||||||||||||||||||||||||||
| Net income available to common shareholders | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Diluted EPS: | |||||||||||||||||||||||||||||||||||
| Net income available to common shareholders | $ | $ | |||||||||||||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||||||||||||||
| Share options and performance share units | — | — | |||||||||||||||||||||||||||||||||
| Net income available to common shareholders | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
The effect of the potential common shares from the conversion of the Company’s convertible preferred shares and from the exercise of share options is included in diluted earnings per share if the effect is dilutive. Potential common shares from the performance share units are included in diluted earnings per share upon the satisfaction of certain performance and market conditions. These conditions are evaluated at each reporting period and, if the conditions have been satisfied during the reporting period, the number of contingently issuable shares is included in the computation of diluted earnings per share.
The following shares have been excluded from the calculation of diluted earnings per share because they are anti-dilutive, or in the case of contingently issuable performance share units, are not probable of issuance:
•The additional 2.3 5.75
•The additional 1.7 9.00
•Outstanding options to purchase 7 69.19 76.63
•Outstanding options to purchase 11 56.94 76.63
•The effect of 2,242,802 and 2,285,835 common shares related to forward sale agreements under the Company's ATM Program that have not settled for the three and nine months ended September 30, 2026, respectively.
11. Retirement of Executive Vice President and Chief Investment Officer
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12. Equity Incentive Plans
The Company issues equity awards under the 2016 Equity Incentive Plan, which may be in the form of restricted common shares, restricted share units, performance share units or other share-based awards. Under the 2016 Equity Incentive Plan, an aggregate of 5,950,000 common shares may be granted. At September 30, 2026, there were 1,650,862 shares available for issuance under the 2016 Equity Incentive Plan.
Nonvested Shares
A summary of the Company’s nonvested share activity and related information is as follows:
| Number of shares | Weighted avg. grant date fair value | Weighted avg. life remaining | |||||||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Vested | ( | ||||||||||||||||
| Forfeited | ( | ||||||||||||||||
| Outstanding at September 30, 2026 | $ | ||||||||||||||||
The holders of nonvested shares have voting rights and receive dividends from the date of grant. The fair value of the nonvested shares that vested was $16.9 million and $11.8 million for the nine months ended September 30, 2026 and 2025, respectively. Expense recognized related to nonvested shares and included in "General and administrative expense" in the accompanying consolidated statements of income and comprehensive income was $6.3 million and $5.8 million for the nine months ended September 30, 2026 and 2025, respectively. Expense related to nonvested shares and included in retirement and severance expense in the accompanying consolidated statements of income and comprehensive income was $0.4 million for both the nine months ended September 30, 2026 and 2025. At September 30, 2026, unamortized share-based compensation expense related to nonvested shares was $15.2 million.
Nonvested Performance Share Units
A summary of the Company's nonvested performance share unit activity and related information is as follows:
| Target Number of Performance Share Units | Weighted avg. grant date fair value (1) | Weighted avg. life remaining | |||||||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Vested (2) | ( | ||||||||||||||||
Outstanding at September 30, 2026 | $ | ||||||||||||||||
(1) The grant date fair value was determined utilizing (i) a Monte Carlo simulation model to generate an estimate of the Company's future share price over the three-year performance period for performance share units based on the Company's Total Shareholder Return (TSR) performance further described below and (ii) the Company's grant date fair value for performance share units based on the Company's estimated Compound Annual Growth Rate (CAGR) in AFFO per share over the three-year performance period.
(2) The achievement of the performance conditions for the performance share units granted during the year ended December 31, 2023 resulted in a performance payout percentage of 250 % for both the Company's TSR relative to the TSRs of the Company's peer group companies and the Company's TSR relative to the TSRs of companies in the MSCI US REIT Index. The Company's CAGR in AFFO per share performance condition over the three-year performance period was not achieved and resulted in no pay out. The achievement of the performance conditions and the above payout percentages resulted in the issuance of 209,238 common shares and 53,141 common shares from dividend equivalents. The fair value of the performance share units and dividend equivalents that vested was $15.2 million.
The number of common shares issuable upon settlement of the performance share units granted during the nine months ended September 30, 2026, 2025 and 2024 will be based upon the Company's achievement level relative to performance measures at December 31, 2028, 2027 and 2026, respectively. The performance share units accrue
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dividend equivalents that are paid as additional common shares based on the Company's achievement levels and upon settlement of the performance share units. The Company's achievement level relative to the performance measures is assigned a specific payout percentage for each of these years, which is multiplied by a target number of performance share units.
| TSR vs. Triple-Net Peer Group | TSR vs. MSCI US REIT Index | CAGR in AFFO per share growth | |||||||||
| % | % | % | |||||||||
The performance share units based on relative TSR performance have market conditions and are valued using a Monte Carlo simulation model on the grant date, which resulted in a grant date fair value of approximately $5.4 million and $6.3 million for the nine months ended September 30, 2026 and 2025, respectively. The estimated fair value is amortized to expense over the three-year performance periods, which end on December 31, 2028, 2027 and 2026 for performance share units granted in 2026, 2025 and 2024, respectively. The following assumptions were used in the Monte Carlo simulation for computing the grant date fair value of the performance share units with a market condition for the nine months ended September 30, 2026: risk-free interest rate of 3.6 %, volatility factors in the expected market price of the Company's common shares of 22 % and an expected life of approximately three years .
The performance share units based on growth in AFFO per share have a performance condition. The probability of achieving the performance condition is assessed at each reporting period. If it is deemed probable that the performance condition will be met, compensation cost will be recognized based on the closing price per share of the Company's common shares on the date of the grant multiplied by the number of awards expected to be earned. If it is deemed that it is not probable that the performance condition will be met, the Company will discontinue the recognition of compensation cost and any compensation cost previously recorded will be reversed. At September 30, 2026, achievement of the performance condition was deemed probable for the performance share units granted during the nine months ended September 30, 2026, 2025 and 2024 with an expected payout percentage of 165 %, 200 % and 51.4 %, respectively, which resulted in grant date fair values of approximately $2.2 million, $2.5 million and $0.5 million, respectively.
Expense recognized related to performance share units and included in "General and administrative expense" in the accompanying consolidated statements of income and comprehensive income was $5.3 million and $4.2 million for the nine months ended September 30, 2026 and 2025, respectively. Expense related to performance share units and included in retirement and severance expense in the accompanying consolidated statements of income and comprehensive income was $0.6 million and $0.4 million for the nine months ended September 30, 2026 and 2025, respectively. At September 30, 2026, unamortized share-based compensation expense related to nonvested performance share units was $8.9 million.
Restricted Share Units
A summary of the Company’s restricted share unit activity and related information is as follows:
| Number of shares | Weighted avg. grant date fair value | Weighted avg. life remaining | |||||||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Vested | ( | ||||||||||||||||
| Outstanding at September 30, 2026 | $ | ||||||||||||||||
The holders of restricted share units receive dividend equivalents from the date of grant. Total expense recognized related to shares issued to non-employee Trustees and included in "General and administrative expense" in the accompanying consolidated statements of income and comprehensive income was $1.7 1.5 million.
25
13. Operating Leases
The Company’s real estate investments are leased under operating leases. In addition to its lessor arrangements on its real estate investments, as of September 30, 2026 and December 31, 2025, the Company was a lessee in 54 and 50 operating ground leases, respectively, and lessee in an operating lease of its executive office. The Company's tenants, who are generally subtenants under these ground leases, are responsible for paying the rent under these ground leases. As of September 30, 2026, rental revenue from one of the Company's tenants, who is also a subtenant under certain ground leases, is being recognized on a cash basis. In addition, two of the Company's ground leases do not currently have subtenants. In the event a tenant fails to pay the ground lease rent or if the property does not have a subtenant, the Company is primarily responsible for the payment, assuming the Company does not sell or re-tenant the property.
The following table summarizes rental revenue, including sublease arrangements and lease costs, for the three and nine months ended September 30, 2026 and 2025 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| Classification | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Lease revenue | |||||||||||||||||||||||||||||
| Operating leases | Rental revenue | $ | $ | $ | $ | ||||||||||||||||||||||||
| Sublease income - operating ground leases | Rental revenue | ||||||||||||||||||||||||||||
| Lease costs | |||||||||||||||||||||||||||||
| Operating ground lease cost | Property operating expense | $ | $ | $ | $ | ||||||||||||||||||||||||
| Operating office lease cost | General and administrative expense | ||||||||||||||||||||||||||||
14. Segment Information
The Company groups its investments into two reportable operating segments: Experiential and Education. The Company’s segment structure reflects the financial information and reports used by the Company’s management team, specifically its chief operating decision maker (CODM), to make decisions regarding the Company’s business, including resource allocation and performance assessments. The Company’s CODM is its Chairman, President and Chief Executive Officer. The CODM uses Total Assets and Net Operating Income (NOI) before unallocated items by segment to assess and allocate resources. NOI is calculated as total revenue (consisting of rental revenue, other income and mortgage and other financing income) less property operating expense and other expense.
The financial information summarized below is presented by reportable operating segment (in thousands):
| Balance Sheet Data: | ||||||||||||||
| As of September 30, 2026 | ||||||||||||||
| Experiential | Education | Corporate/Unallocated | Consolidated | |||||||||||
| Total Assets | $ | $ | $ | $ | ||||||||||
| As of December 31, 2025 | ||||||||||||||
| Experiential | Education | Corporate/Unallocated | Consolidated | |||||||||||
| Total Assets | $ | $ | $ | $ | ||||||||||
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| Operating Data: | ||||||||||||||
| Three Months Ended September 30, 2026 | ||||||||||||||
| Experiential | Education | Corporate/Unallocated | Consolidated | |||||||||||
| Rental revenue | $ | $ | $ | $ | ||||||||||
| Other income | ||||||||||||||
Mortgage and other financing income | ||||||||||||||
| Total revenue | ||||||||||||||
Property operating expense | ||||||||||||||
| Other expense | ||||||||||||||
Total investment expenses | ||||||||||||||
| Net operating income - before unallocated items | ||||||||||||||
| Reconciliation to Consolidated Statements of Income and Comprehensive Income: | ||||||||||||||
| General and administrative expense | ( | |||||||||||||
| Transaction costs | ( | |||||||||||||
| (Provision) benefit for credit losses, net | ( | |||||||||||||
| Depreciation and amortization | ( | |||||||||||||
| Gain on real estate transactions | ||||||||||||||
| Costs associated with loan refinancing or payoff | ( | |||||||||||||
| Interest expense, net | ( | |||||||||||||
| Equity in income from joint ventures | ||||||||||||||
| Income tax expense | ( | |||||||||||||
| Net income | ||||||||||||||
| Preferred dividend requirements | ( | |||||||||||||
| Net income available to common shareholders of EPR Properties | $ | |||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||
| Experiential | Education | Corporate/Unallocated | Consolidated | |||||||||||
| Rental revenue | $ | $ | $ | $ | ||||||||||
| Other income | ||||||||||||||
Mortgage and other financing income | ||||||||||||||
| Total revenue | ||||||||||||||
Property operating expense | ( | |||||||||||||
| Other expense | ||||||||||||||
Total investment expenses | ( | |||||||||||||
| Net operating income - before unallocated items | ( | |||||||||||||
| Reconciliation to Consolidated Statements of Income and Comprehensive Income: | ||||||||||||||
| General and administrative expense | ( | |||||||||||||
| Retirement and severance expense | ( | |||||||||||||
| Transaction costs | ( | |||||||||||||
| (Provision) benefit for credit losses, net | ( | |||||||||||||
| Depreciation and amortization | ( | |||||||||||||
| Gain on real estate transactions | ||||||||||||||
| Interest expense, net | ( | |||||||||||||
| Equity in income from joint ventures | ||||||||||||||
| Income tax expense | ( | |||||||||||||
| Net income | ||||||||||||||
| Preferred dividend requirements | ( | |||||||||||||
| Net income available to common shareholders of EPR Properties | $ | |||||||||||||
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| Nine Months Ended September 30, 2026 | ||||||||||||||
| Experiential | Education | Corporate/Unallocated | Consolidated | |||||||||||
| Rental revenue | $ | $ | $ | $ | ||||||||||
| Other income | ||||||||||||||
| Mortgage and other financing income | ||||||||||||||
| Total revenue | ||||||||||||||
| Property operating expense | ||||||||||||||
| Other expense | ||||||||||||||
| Total investment expenses | ||||||||||||||
| Net operating income - before unallocated items | ( | |||||||||||||
| Reconciliation to Consolidated Statements of Income and Comprehensive Income: | ||||||||||||||
| General and administrative expense | ( | |||||||||||||
| Retirement and severance expense | ( | |||||||||||||
| Transaction costs | ( | |||||||||||||
| (Provision) benefit for credit losses, net | ||||||||||||||
| Depreciation and amortization | ( | |||||||||||||
| Gain on real estate transactions | ||||||||||||||
| Costs associated with loan refinancing or payoff | ( | |||||||||||||
| Interest expense, net | ( | |||||||||||||
| Equity in loss from joint ventures | ( | |||||||||||||
| Income tax expense | ( | |||||||||||||
| Net income | ||||||||||||||
| Preferred dividend requirements | ( | |||||||||||||
| Net income available to common shareholders of EPR Properties | $ | |||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||
| Experiential | Education | Corporate/Unallocated | Consolidated | |||||||||||
| Rental revenue | $ | $ | $ | $ | ||||||||||
| Other income | ||||||||||||||
| Mortgage and other financing income | ||||||||||||||
| Total revenue | ||||||||||||||
| Property operating expense | ||||||||||||||
| Other expense | ||||||||||||||
| Total investment expenses | ||||||||||||||
| Net operating income - before unallocated items | ( | |||||||||||||
| Reconciliation to Consolidated Statements of Income and Comprehensive Income: | ||||||||||||||
| General and administrative expense | ( | |||||||||||||
| Retirement and severance expense | ( | |||||||||||||
| Transaction costs | ( | |||||||||||||
| (Provision) benefit for credit losses, net | ( | |||||||||||||
| Depreciation and amortization | ( | |||||||||||||
| Gain on real estate transactions | ||||||||||||||
| Interest expense, net | ( | |||||||||||||
| Equity in loss from joint ventures | ( | |||||||||||||
| Income tax expense | ( | |||||||||||||
| Net income | ||||||||||||||
| Preferred dividend requirements | ( | |||||||||||||
| Net income available to common shareholders of EPR Properties | $ | |||||||||||||
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15. Other Commitments and Contingencies
As of September 30, 2026, the Company had 25 development projects with commitments to fund an aggregate of approximately $61.1 million. The Company advances development costs in periodic draws. If the Company determines that construction is not being completed or progressing in accordance with the terms of the development agreement, it can discontinue funding construction draws. The Company has agreed to lease the properties to the operators at pre-determined rates upon completion of construction.
The Company has certain commitments related to its mortgage notes investments that it may be required to fund in the future. The Company is generally obligated to fund these commitments at the request of the borrower or upon the occurrence of specified events outside of its direct control. As of September 30, 2026, the Company had four mortgage notes with commitments totaling approximately $134.4 million. If commitments are funded in the future, the Company will charge interest at rates consistent with the existing investments.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q of EPR Properties (the “Company”, “EPR”, “we” or “us”). The forward-looking statements included in this discussion and elsewhere in this Quarterly Report on Form 10-Q involve risks and uncertainties, including anticipated financial performance, anticipated liquidity and capital resources, business prospects, industry trends, shareholder returns, performance of leases by tenants, performance on loans to customers and other matters, which reflect management's best judgment based on factors currently known. See “Cautionary Statement Concerning Forward-Looking Statements,” which is incorporated herein by reference. Actual results and experience could differ materially from the anticipated results and other expectations expressed in our forward-looking statements as a result of a number of factors, including but not limited to those discussed in Item 1A - "Risk Factors" in our 2025 Annual Report.
Overview
Business
Our primary long-term business objective is to enhance shareholder value by achieving predictable and increasing Funds From Operations As Adjusted ("FFOAA"), Adjusted Funds From Operations ("AFFO") and dividends per share. FFOAA and AFFO are non-GAAP financial measures and are defined and reconciled below in the section titled "Non-GAAP Financial Measures." Our growth strategy focuses on acquiring or developing experiential properties in which we maintain a depth of knowledge and relationships, and which we believe offer sustained performance through most economic cycles.
Our investment portfolio includes ownership of and long-term mortgages on Experiential and Education properties. Substantially all of our owned single-tenant properties are leased pursuant to long-term, triple-net leases under which the tenants typically pay all operating expenses of the property. Tenants at our owned multi-tenant properties are typically required to pay common area maintenance charges to reimburse us for their pro-rata portion of these costs.
We believe our management’s knowledge and industry relationships have facilitated opportunities for us to acquire, finance and lease properties. Our strategy has been to structure leases and financings to ensure a positive spread between our cost of capital and the rentals or interest paid by our tenants. To mitigate initial lease-up risks and support a predictable income stream, we typically acquire or develop single-tenant properties that are pre-leased under long-term leases. We have also entered into certain joint ventures. We intend to continue entering into some or all of these types of arrangements in the foreseeable future.
Historically, our primary challenges have been locating suitable properties, negotiating favorable lease or financing terms (on new or existing properties), managing our expanding portfolio and having a cost of capital that allows us to grow our investments in new properties beyond those funded primarily with free cash and disposition proceeds.
29
As of September 30, 2026, our total assets were approximately $6.2 billion (after accumulated depreciation of approximately $1.8 billion) with properties located in 43 states and Canada. Our total investments (a non-GAAP financial measure) were approximately $7.6 billion as of September 30, 2026. See "Non-GAAP Financial Measures" for the reconciliation of "Total assets" in the consolidated balance sheet to total investments at September 30, 2026 and December 31, 2025. We group our investments into two reportable segments, Experiential and Education. As of September 30, 2026, our Experiential investments comprised $7.2 billion, or 95%, and our Education investments comprised $0.4 billion, or 5%, of our total investments.
As of September 30, 2026, our Experiential portfolio (excluding property under development, undeveloped land inventory and two joint venture properties) consisted of the following property types (owned or financed):
•148 theatre properties;
•62 eat & play properties (including seven theatres located in entertainment districts);
•35 attraction properties;
•11 ski properties;
•five experiential lodging properties;
•32 fitness & wellness properties;
•one gaming property;
•one cultural property; and
•one live venue.
As of September 30, 2026, our wholly-owned Experiential real estate portfolio consisted of approximately 19.7 million square feet, was 99% leased or operated and included $52.1 million in property under development and $20.2 million in undeveloped land inventory.
As of September 30, 2026, our Education portfolio consisted of 54 properties (owned or financed) and our wholly-owned Education properties consisted of approximately 1.0 million square feet and were 100% leased.
The combined wholly-owned portfolio consisted of 20.7 million square feet and was 99% leased or operated.
Challenging Economic, Geopolitical and International Trade Environment
REITs are generally experiencing heightened risks and uncertainties resulting from current challenging economic conditions, including significant volatility and negative pressure in financial and capital markets, higher cost of capital, lasting impacts of high inflation and other risks and uncertainties associated with the current economic environment. Additionally, recent geopolitical events and macroeconomic trends, including evolving global armed conflicts and significant changes in U.S. and international trade policies, have produced heightened uncertainty. This uncertainty could further weaken economic conditions, contribute to inflation, increase borrowing costs and decrease consumer spending. Additionally, our tenants and their customers are similarly experiencing these uncertainties, which could negatively affect their financial resources and ability to satisfy their obligations to us.
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Operating Results
Our total revenue, net income available to common shareholders per diluted share and FFOAA per diluted share are detailed below for the three and nine months ended September 30, 2026 and 2025 (in millions, except per share information):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||
| Total revenue | $ | 204.1 | $ | 182.3 | 12.0 | % | $ | 581.4 | $ | 535.4 | 8.6 | % | |||||||||||
| Net income available to common shareholders per diluted share | $ | 1.22 | $ | 0.79 | 54.4 | % | $ | 2.75 | $ | 2.48 | 10.9 | % | |||||||||||
| FFOAA per diluted share | $ | 1.49 | $ | 1.37 | 8.8 | % | $ | 4.16 | $ | 3.81 | 9.2 | % | |||||||||||
The major factors impacting our results for the three and nine months ended September 30, 2026, as compared to the three and nine months ended September 30, 2025 were as follows:
•The effect of investments and dispositions that occurred in 2026 and 2025, as well as contractual increases in rent and interest related to existing investments;
•The recognition of higher other income and other expense primarily related to better performance at our four theatre properties that we operate for the three months ended September 30, 2026 versus the three months ended September 30, 2025;
•The recognition of higher general and administrative expense for the three and nine months ended September 30, 2026 versus the three and nine months ended September 30, 2025;
•The change in the provision (benefit) for credit losses, net for the three and nine months ended September 30, 2026 versus the three and nine months ended September 30, 2025;
•The recognition of higher gain on real estate transactions for the three months ended September 30, 2026 versus the three months ended September 30, 2025 and lower gain on real estate transactions for the nine months ended September 30, 2026 versus the nine months ended September 30, 2025; and
•The increase in interest expense, net for the three and nine months ended September 30, 2026 versus the three and nine months ended September 30, 2025.
For further detail on items impacting our operating results, see section below titled "Results of Operations." FFOAA is a non-GAAP financial measure. For the definitions and further details on the calculations of FFOAA and certain other non-GAAP financial measures, see the section below titled "Non-GAAP Financial Measures."
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statements, management has made its best estimates and assumptions that affect the reported assets and liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of real estate, accounting for real estate acquisitions, assessing the collectability of receivables and the credit loss related to mortgage and other notes receivable. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. A summary of critical accounting policies and estimates is included in our 2025 Annual Report. For the nine months ended September 30, 2026, there were no changes to critical accounting policies.
31
Recent Developments
Investment Spending
Our investment spending during the nine months ended September 30, 2026 and 2025 totaled $664.5 million and $140.8 million, respectively, and is detailed below (in thousands):
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Operating Segment | Total Investment Spending | New Development | Re-development | Asset Acquisition | Mortgage Notes or Notes Receivable | Investment in Joint Ventures | |||||||||||||||||
| Experiential: | |||||||||||||||||||||||
| Theatres | $ | 331 | $ | — | $ | 331 | $ | — | $ | — | $ | — | |||||||||||
| Eat & Play | 73,627 | 19,906 | 1,428 | 52,293 | — | — | |||||||||||||||||
| Attractions | 387,599 | — | — | 387,599 | — | — | |||||||||||||||||
| Experiential Lodging | 13,171 | — | — | 501 | 12,600 | 70 | |||||||||||||||||
| Fitness & Wellness | 189,328 | 39,232 | 5,820 | 115,441 | 28,835 | — | |||||||||||||||||
| Live Venues | 473 | — | — | — | 473 | — | |||||||||||||||||
| Total Experiential | 664,529 | 59,138 | 7,579 | 555,834 | 41,908 | 70 | |||||||||||||||||
| Education: | |||||||||||||||||||||||
| Total Education | — | — | — | — | — | — | |||||||||||||||||
| Total Investment Spending | $ | 664,529 | $ | 59,138 | $ | 7,579 | $ | 555,834 | $ | 41,908 | $ | 70 | |||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Operating Segment | Total Investment Spending | New Development | Re-development | Asset Acquisition | Mortgage Notes or Notes Receivable | Investment in Joint Ventures | |||||||||||||||||
| Experiential: | |||||||||||||||||||||||
| Eat & Play | $ | 59,875 | $ | 57,130 | $ | 2,471 | $ | — | $ | 274 | $ | — | |||||||||||
| Attractions | 14,281 | — | — | 14,281 | — | — | |||||||||||||||||
| Ski | 1,880 | — | — | — | 1,880 | — | |||||||||||||||||
| Experiential Lodging | 3,355 | — | 14 | — | — | 3,341 | |||||||||||||||||
| Fitness & Wellness | 61,400 | — | 13,965 | 1,242 | 46,193 | — | |||||||||||||||||
| Total Experiential | 140,791 | 57,130 | 16,450 | 15,523 | 48,347 | 3,341 | |||||||||||||||||
| Education: | |||||||||||||||||||||||
| Total Education | — | — | — | — | — | — | |||||||||||||||||
| Total Investment Spending | $ | 140,791 | $ | 57,130 | $ | 16,450 | $ | 15,523 | $ | 48,347 | $ | 3,341 | |||||||||||
The above amounts include $0.7 million and $3.2 million in capitalized interest and $129 thousand and $245 thousand in other general and administrative direct project costs for the nine months ended September 30, 2026 and 2025, respectively. Excluded from the table above is approximately $1.7 million and $3.7 million of maintenance capital expenditures for the nine months ended September 30, 2026 and 2025, respectively.
During the nine months ended September 30, 2026, we completed the acquisition of seven attraction properties from Six Flags Entertainment Corporation for a total of $304.4 million with approximately $11.0 million anticipated to be invested in additional improvements to the properties over the next two years. Enchanted Parks is operating the six U.S. properties under a long-term triple-net master lease, and La Ronde Operations, Inc. is operating the Canadian property under a long-term triple-net lease.
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Dispositions
During the nine months ended September 30, 2026, disposition proceeds totaled $85.4 million and included the sale of one private school property for net proceeds of $68.2 million, for which we recognized a gain of $30.5 million.
Mortgage Note Receivable Conversion
During the nine months ended September 30, 2026, we exercised our purchase option to convert a $70.0 million mortgage note receivable secured by an experiential lodging property in Tennessee into a wholly-owned rental property subject to a long-term triple-net lease. In connection with this conversion, we recognized a gain on real estate transactions of approximately $1.0 million and a benefit for credit losses of approximately $1.3 million.
Mortgage Note and Note Receivable Repayments
During the nine months ended September 30, 2026, we received $10.8 million in net proceeds representing payment in full on a mortgage note receivable secured by an eat & play property in Oregon. In connection with this loan payoff, we recognized defeasance fee income of $0.5 million, which is included in "Mortgage and other financing income" in the accompanying consolidated statements of income and comprehensive income.
During the three and nine months ended September 30, 2026, we extended the maturity date of a mortgage note receivable secured by an attraction property in North Carolina and received a principal payment of $3.5 million in connection with the extension. Additionally, during the three and nine months ended September 30, 2026, we received $2.3 million in net proceeds representing payment in full on a note receivable.
Chief Investment Officer Transition
On March 2, 2026, our Executive Vice President and Chief Investment Officer, Greg Zimmerman, retired from his position. The role of Executive Vice President and Chief Investment Officer has been assumed by Ben Fox, who joined us in August of 2025. During the nine months ended September 30, 2026, we recorded retirement and severance expense related to Mr. Zimmerman's retirement totaling $1.4 million, which included cash payments totaling $0.4 million and accelerated vesting of nonvested shares totaling $1.0 million.
Debt and Capital Markets Activities
During the nine months ended September 30, 2026, we entered into forward sale agreements pursuant to our "at-the-market" offering program ("ATM Program") to sell an aggregate of 2,285,835 common shares for initial gross proceeds of $137.5 million, or an average forward price of $60.16 per share, subject to adjustment upon settlement. We have the option to settle the outstanding common shares any time before the maturity dates of the respective forward sale agreements beginning on March 1, 2027 through March 6, 2028, subject to customary closing conditions. As of September 30, 2026, we have $262.5 million of remaining capacity under our ATM Program and expected net proceeds of unsettled forward sale agreements totaling $134.6 million.
On July 17, 2026, we entered into a new amended and restated $1.6 billion credit agreement that, among other things, extended the maturity date and reduced the interest rate payable on our $1.0 billion senior unsecured revolving credit facility and established a new $600.0 million senior unsecured delayed draw term loan facility due in 2032. See "Liquidity and Capital Resources" below for additional information.
Upon maturity, on August 24, 2026, we repaid in full $179.6 million of Series B senior unsecured notes that were issued in a private placement transaction.
33
Results of Operations
Three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025
Analysis of Revenue
The following table summarizes our total revenue (dollars in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||
| Minimum rent (1) | $ | 154,767 | $ | 138,908 | $ | 15,859 | $ | 450,358 | $ | 407,586 | $ | 42,772 | |||||||||||||||||
| Percentage rent (2) | 9,792 | 7,042 | 2,750 | 16,733 | 14,893 | 1,840 | |||||||||||||||||||||||
| Straight-line rent | 4,658 | 3,541 | 1,117 | 13,154 | 12,075 | 1,079 | |||||||||||||||||||||||
| Tenant reimbursements | 5,536 | 4,888 | 648 | 17,755 | 15,569 | 2,186 | |||||||||||||||||||||||
| Other rental revenue | 537 | 459 | 78 | 1,508 | 1,425 | 83 | |||||||||||||||||||||||
| Total rental revenue | $ | 175,290 | $ | 154,838 | $ | 20,452 | $ | 499,508 | $ | 451,548 | $ | 47,960 | |||||||||||||||||
| Other income (3) | 14,230 | 12,135 | 2,095 | 36,064 | 35,989 | 75 | |||||||||||||||||||||||
| Mortgage and other financing income | 14,582 | 15,333 | (751) | 45,861 | 47,870 | (2,009) | |||||||||||||||||||||||
| Total revenue | $ | 204,102 | $ | 182,306 | $ | 21,796 | $ | 581,433 | $ | 535,407 | $ | 46,026 | |||||||||||||||||
(1) For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, the increase in minimum rent resulted from an increase of $16.5 million related to property acquisitions and developments completed in 2026 and 2025. In addition, there was a net increase in minimum rent of $0.4 million related to existing properties. This was partially offset by a decrease in rental revenue of $0.3 million from property dispositions and $0.7 million from the write-offs of lease receivables related to one tenant as collection was no longer probable.
For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, the increase in minimum rent resulted from an increase of $38.0 million related to property acquisitions and developments completed in 2026 and 2025. In addition, there was a net increase in minimum rent of $7.6 million related to existing properties. This was partially offset by a decrease in rental revenue of $2.1 million from property dispositions and $0.7 million from write-offs of lease receivables related to one tenant as collection was no longer probable.
During the nine months ended September 30, 2026, we renewed five lease agreements related to four properties, consisting of a ski property, two attraction properties and an eat & play property. There were no changes in rental rates, and we paid no leasing commissions with respect to these lease renewals.
(2) The increase in percentage rent (i.e., amounts above base rent) for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was due primarily to higher percentage rent recognized from our attraction and theatre properties. The increase in percentage rent for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was due to higher percentage rent recognized from our attraction and theatre properties and was partially offset by lower percentage rent recognized from one of our education tenants and one of our ski properties.
(3) The increase in other income for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 related primarily to an increase in operating income from our four theatre properties that we operate.
34
Analysis of Expenses and Other Line Items
The following table summarizes our expenses and other line items (dollars in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||
| Property operating expense | $ | 15,702 | $ | 14,478 | $ | 1,224 | $ | 46,421 | $ | 44,310 | $ | 2,111 | |||||||||||||||||
| Other expense (1) | 12,690 | 11,173 | 1,517 | 34,743 | 35,743 | (1,000) | |||||||||||||||||||||||
| General and administrative expense | 14,809 | 14,001 | 808 | 43,027 | 41,255 | 1,772 | |||||||||||||||||||||||
| Retirement and severance expense | — | 1,094 | (1,094) | 1,423 | 1,094 | 329 | |||||||||||||||||||||||
| Transaction costs | 187 | 492 | (305) | 525 | 1,728 | (1,203) | |||||||||||||||||||||||
| Provision (benefit) for credit losses, net (2) | 836 | 9,117 | (8,281) | (4,623) | 9,462 | (14,085) | |||||||||||||||||||||||
| Depreciation and amortization (3) | 51,080 | 42,409 | 8,671 | 144,667 | 125,578 | 19,089 | |||||||||||||||||||||||
| Gain on real estate transactions (4) | 30,457 | 8,073 | 22,384 | 31,666 | 34,236 | (2,570) | |||||||||||||||||||||||
| Costs associated with loan refinancing or payoff | 605 | — | 605 | 605 | — | 605 | |||||||||||||||||||||||
| Interest expense, net (5) | 40,310 | 33,238 | 7,072 | 113,348 | 99,505 | 13,843 | |||||||||||||||||||||||
| Equity in (income) loss from joint ventures | (2,555) | (2,934) | 379 | 1,061 | 1,394 | (333) | |||||||||||||||||||||||
| Income tax expense | 774 | 725 | 49 | 2,005 | 1,542 | 463 | |||||||||||||||||||||||
| Preferred dividend requirements | 5,984 | 6,032 | (48) | 18,056 | 18,104 | (48) | |||||||||||||||||||||||
(1) The increase in other expense for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 related primarily to an increase in operating expenses from our four theatre properties that we operate.
(2) The change in provision (benefit) for credit losses, net for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily due to credit loss expense of $6.4 million recognized during the three months ended September 30, 2025 to fully reserve one mortgage note receivable, credit loss expense recognized on new mortgage notes funded in 2025 compared to 2026 as well as changes in our estimated current expected credit losses primarily due to improved property level performance and improved macro-economic conditions.
The change in provision (benefit) for credit losses, net for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was due to the items impacting the three months ended September 30, 2026, described above, as well as a credit loss benefit of $1.3 million that was recognized in connection with the conversion of a $70.0 million mortgage note receivable to a wholly-owned rental property during the nine months ended September 30, 2026.
(3) The increase in depreciation and amortization for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 resulted primarily from acquisitions and developments completed in 2026 and 2025. This was partially offset by property dispositions that occurred during 2025.
(4) The gain on real estate transactions for the three months ended September 30, 2026 related to the sale of an education property. The gain on real estate transactions for the three months ended September 30, 2025 related to the sale of one vacant theatre property and one land parcel.
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(5) The increase in interest expense, net for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 resulted from a decrease in capitalized interest, an increase in average borrowings and an increase in the weighted average interest rate on our outstanding debt. This was partially offset by an increase in interest income recognized on short-term investments.
Liquidity and Capital Resources
Cash and cash equivalents were $52.4 million at September 30, 2026. In addition, we had restricted cash of $4.9 million at September 30, 2026, which related primarily to escrow deposits required for property management, mortgage note and debt agreements or held for potential acquisitions, developments and redevelopments.
Mortgage Debt, Senior Notes and Unsecured Credit Agreement
At September 30, 2026, we had total debt outstanding of $3.4 billion, of which 99% was unsecured.
At September 30, 2026, we had outstanding $2.75 billion in aggregate principal amount of unsecured senior notes ranging in interest rates from 3.60% to 4.95%. The notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the ratio of our debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt that would cause the ratio of secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt that would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of our total unencumbered assets such that they are not less than 150% of our outstanding unsecured debt. Interest payments on our unsecured senior notes are due semiannually.
On July 17, 2026, we entered into a Fifth Amended, Restated and Consolidated Credit Agreement (the "Amended Credit Agreement"), governing an amended and restated $1.0 billion senior unsecured revolving credit facility and a new $600.0 million senior unsecured delayed draw term loan facility. The Amended Credit Agreement replaced our existing $1.0 billion senior unsecured revolving credit facility.
The amendments to the revolving credit facility, among other things, (i) extended the maturity date from October 2, 2028 to July 17, 2030, with two six-month extension options, subject to the payment of additional fees and the satisfaction of customary conditions, (ii) generally reduced the interest rate payable on outstanding loans by five basis points, (iii) modified the asset value calculations under certain financial covenants to include the expected cash proceeds from the sale of common shares under qualified forward equity contracts and (iv) split the prior revolving facility’s $300.0 million foreign currency sublimit into a separate, stand-alone foreign currency revolving credit facility of the same size.
The Amended Credit Agreement also established a new $600.0 million senior unsecured delayed draw term loan facility that bears interest based on our credit ratings (SOFR plus 115 basis points at closing) and matures on January 17, 2032.
In addition, the Amended Credit Agreement includes a $1.0 billion accordion feature on the combined unsecured revolving credit and delayed draw term loan facilities that increases the maximum amount available under the combined facilities from $1.6 billion to $2.6 billion, at our election and subject to lender consent and customary conditions.
At September 30, 2026, we had no outstanding balance under our $1.0 billion senior unsecured revolving credit facility and $600.0 million fully drawn under our senior unsecured delayed draw term loan facility.
In connection with entering into the Amended Credit Agreement, we incurred $8.9 million and $5.3 million in fees related to the revolving credit facility and the new senior unsecured delayed draw term loan facility, respectively. These fees are included in "Other assets" for the revolving credit facility and "Debt" for the delayed draw term loan facility in the accompanying consolidated balance sheet and amortized as part of the effective yield. Additionally, we recorded a non-cash write-off of deferred financing costs (net of accumulated amortization) totaling $0.6 million to "Costs associated with loan refinancing or payoff" in the accompanying consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2026.
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Upon maturity, on August 24, 2026, we repaid in full $179.6 million of Series B senior unsecured notes that were issued in a private placement transaction.
The Amended Credit Agreement contains financial covenants or restrictions that limit our levels of consolidated debt, secured debt, investments outside certain categories, share repurchases and dividend distributions and require us to meet certain coverage levels for fixed charges and debt service. Additionally, certain of our debt instruments contain cross-default provisions if we default under other indebtedness exceeding certain amounts. Those cross-default thresholds vary from $50.0 million to $75.0 million, depending upon the debt instrument. We were in compliance with all financial and other covenants under our consolidated debt instruments at September 30, 2026.
In 2024, two experiential lodging properties located in St. Pete Beach, Florida, in which we hold unconsolidated equity investments, were severely damaged by two hurricanes. One of these properties was sold during the nine months ended September 30, 2026 and all proceeds went into the receivership. We continue to work in good faith with our joint venture partners, the non-recourse debt provider and the insurance companies to identify a path forward that we expect will result in the eventual removal of the unconsolidated equity investments in the remaining experiential lodging property and the related non-recourse debt from our portfolio. Accordingly, we determined that our investment in these joint ventures had no fair value and was not recoverable. There can be no assurance as to the ultimate outcome of our negotiations regarding our exit from these joint ventures.
Our principal investing activities are acquiring, developing and financing Experiential properties. These investing activities have generally been financed with proceeds from senior unsecured note and equity offerings. Our unsecured revolving credit facility and cash from operations are also used to finance the acquisition or development of properties, and to provide mortgage financing. We have issued and expect to continue to issue debt securities in public or private offerings. We have assumed and may in the future assume mortgage debt in connection with property acquisitions or incur new mortgage debt on existing properties. We may also issue equity securities in connection with acquisitions. Continued growth of our real estate investments and mortgage financing portfolios will depend in part on our continued ability to access funds through additional borrowings and securities offerings and, to a lesser extent, our ability to assume debt in connection with property acquisitions. We may also fund investments with the proceeds from asset dispositions.
Capital Markets
As discussed above, during the nine months ended September 30, 2026, we entered into forward sale agreements pursuant to our "at-the-market" offering program ("ATM Program") to sell an aggregate of 2,285,835 common shares for initial gross proceeds of $137.5 million, or an average forward price of $60.16 per share, subject to adjustment upon settlement. We have the option to settle the outstanding common shares any time before the maturity dates of the respective forward sale agreements beginning on March 1, 2027 through March 6, 2028, subject to customary closing conditions, for the initial gross proceeds as adjusted for payment of commissions and applicable dividends as well as a daily adjustment based on the overnight bank borrowing rate less a spread. As of September 30, 2026, we have $262.5 million of remaining capacity under our ATM Program and expected net proceeds of unsettled forward sale agreements totaling $134.6 million.
Liquidity Requirements
Short-term liquidity requirements consist primarily of normal recurring corporate operating expenses, debt service requirements and distributions to shareholders. We have historically met these requirements primarily through cash provided by operating activities. The table below summarizes our cash flows (dollars in thousands):
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net cash provided by operating activities | $ | 375,519 | $ | 323,173 | ||||||||||
| Net cash used by investing activities | (581,739) | (6,506) | ||||||||||||
| Net cash provided (used) by financing activities | 165,535 | (322,964) | ||||||||||||
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Commitments
As of September 30, 2026, we had 25 development projects with commitments to fund an aggregate of approximately $61.1 million. Development costs are advanced by us in periodic draws. If we determine that construction is not being completed in accordance with the terms of the development agreement, we may discontinue funding construction draws. We have agreed to lease the properties to the operators at pre-determined rates upon completion of construction.
We have certain commitments related to our mortgage notes investments that we may be required to fund in the future. We are generally obligated to fund these commitments at the request of the borrower or upon the occurrence of events outside of our direct control. As of September 30, 2026, we had four mortgage notes with commitments totaling approximately $134.4 million. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.
Liquidity Analysis
We currently anticipate that our cash on hand, cash from operations, funds available under our $1.0 billion senior unsecured revolving credit facility, proceeds from issuances under our ATM Program and proceeds from asset dispositions will provide adequate liquidity to meet our financial commitments, including the amounts needed to fund our operations, repay $450.0 million of debt that is maturing in December of 2026 and make recurring debt service payments, allow distributions to our shareholders and avoid corporate level federal income or excise tax in accordance with REIT Internal Revenue Code requirements.
Long-term liquidity requirements consist primarily of debt maturities. We currently believe that we will be able to repay, extend, refinance or otherwise settle our debt maturities as the debt comes due and that we will be able to fund our remaining commitments, as necessary. However, there can be no assurance that additional financing or capital will be available, or that terms will be acceptable or advantageous to us.
Our primary use of cash after paying operating expenses, debt service, distributions to shareholders and funding existing commitments is in growing our investment portfolio through acquiring, developing and financing additional properties. We expect to finance these investments with cash on hand, excess cash flow, proceeds from asset dispositions or borrowings under our unsecured revolving credit facility as well as debt and equity financing alternatives. If we borrow the maximum amount available under our $1.0 billion senior unsecured revolving credit facility, there can be no assurance that we will be able to obtain additional or substitute investment financing. We may also assume mortgage debt in connection with property acquisitions. The availability and terms of any such financing or sales will depend upon market and other conditions.
Capital Structure
We believe that our shareholders are best served by a conservative capital structure. Therefore, we seek to maintain a conservative debt level on our balance sheet as measured primarily by our net debt to adjusted EBITDAre ratio (see "Non-GAAP Financial Measures" for definitions). Because adjusted EBITDAre, as defined, does not include the annualization of investments put in service, acquired or disposed of during the quarter, or the potential earnings on property under development, the annualization of percentage rent and adjustments for other items, we also look at an additional ratio that reflects these adjustments. We also seek to maintain conservative interest, fixed charge, debt service coverage and net debt to gross assets ratios (see "Non-GAAP Financial Measures" for calculations).
Non-GAAP Financial Measures
Funds From Operations (FFO), Funds From Operations As Adjusted (FFOAA) and Adjusted Funds From Operations (AFFO)
The National Association of Real Estate Investment Trusts (“NAREIT”) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. Pursuant to the definition of FFO by the Board of Governors of NAREIT, we calculate FFO as net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses from real estate transactions and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships,
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joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. We have calculated FFO for all periods presented in accordance with this definition.
In addition to FFO, we present FFOAA and AFFO. FFOAA is presented by adding to FFO retirement and severance expense, transaction costs, provision (benefit) for credit losses, net, costs associated with loan refinancing or payoff, preferred share redemption costs and impairment of operating lease right-of-use assets and subtracting sale participation income, gain on insurance recovery and deferred income tax (benefit) expense. AFFO is presented by adding to FFOAA non-real estate depreciation and amortization, deferred financing fees amortization and share-based compensation expense to management and Trustees, and subtracting amortization of above and below market leases, net and tenant allowances, straight-lined rental revenue (removing the impact of straight-lined ground sublease expense), the non-cash portion of mortgage and other financing income and the allocated share of joint venture non-cash items. To be consistent with the definitions used by most other triple-net REITs, we revised our definition of AFFO during the third quarter of 2026 to no longer deduct maintenance capital expenditures, and have recast AFFO for all prior periods presented to reflect this change. Reconciliations of AFFO calculated under the previous definition to AFFO calculated under the revised definition are included in the following table (unaudited, dollars in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Previous AFFO | $ | 120,104 | $ | 108,070 | $ | 331,985 | $ | 296,850 | |||||||||
| Add: Maintenance capital expenditures | 965 | 564 | 1,685 | 3,673 | |||||||||||||
| Revised AFFO | $ | 121,069 | $ | 108,634 | $ | 333,670 | $ | 300,523 | |||||||||
FFO, FFOAA and AFFO are widely used measures of the operating performance of real estate companies and are provided here as supplemental measures to GAAP net income available to common shareholders and earnings per share, and management provides FFO, FFOAA and AFFO herein because it believes this information is useful to investors in this regard. FFO, FFOAA and AFFO are non-GAAP financial measures. FFO, FFOAA and AFFO do not represent cash flows from operations as defined by GAAP and are not indicative that cash flows are adequate to fund all cash needs and are not to be considered alternatives to net income or any other GAAP measure as a measurement of the results of our operations or our cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO, FFOAA and AFFO the same way so comparisons with other REITs may not be meaningful.
The following table summarizes our FFO, FFOAA and AFFO including per share amounts for FFO and FFOAA, for the three and nine months ended September 30, 2026 and 2025 and reconciles such measures to net income available to common shareholders, the most directly comparable GAAP measure (unaudited, in thousands, except per share information):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| FFO: | |||||||||||||||||
| Net income available to common shareholders of EPR Properties | $ | 94,137 | $ | 60,554 | $ | 211,841 | $ | 189,928 | |||||||||
| Gain on real estate transactions | (30,457) | (8,073) | (31,666) | (34,236) | |||||||||||||
| Real estate depreciation and amortization | 50,938 | 42,257 | 144,203 | 125,128 | |||||||||||||
| Allocated share of joint venture depreciation | 999 | 989 | 2,991 | 3,010 | |||||||||||||
| FFO available to common shareholders of EPR Properties | $ | 115,617 | $ | 95,727 | $ | 327,369 | $ | 283,830 | |||||||||
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| FFO available to common shareholders of EPR Properties | $ | 115,617 | $ | 95,727 | $ | 327,369 | $ | 283,830 | |||||||||
| Add: Preferred dividends for Series C preferred shares | 1,890 | 1,938 | 5,766 | 5,814 | |||||||||||||
| Add: Preferred dividends for Series E preferred shares | 1,938 | 1,938 | 5,814 | 5,814 | |||||||||||||
| Diluted FFO available to common shareholders of EPR Properties | $ | 119,445 | $ | 99,603 | $ | 338,949 | $ | 295,458 | |||||||||
| FFOAA: | |||||||||||||||||
| FFO available to common shareholders of EPR Properties | $ | 115,617 | $ | 95,727 | $ | 327,369 | $ | 283,830 | |||||||||
| Retirement and severance expense | — | 1,094 | 1,423 | 1,094 | |||||||||||||
| Transaction costs | 187 | 492 | 525 | 1,728 | |||||||||||||
| Provision (benefit) for credit losses, net | 836 | 9,117 | (4,623) | 9,462 | |||||||||||||
| Costs associated with loan refinancing or payoff | 605 | — | 605 | — | |||||||||||||
| Deferred income tax expense (benefit) | 146 | (53) | 515 | (676) | |||||||||||||
| FFOAA available to common shareholders of EPR Properties | $ | 117,391 | $ | 106,377 | $ | 325,814 | $ | 295,438 | |||||||||
| FFOAA available to common shareholders of EPR Properties | $ | 117,391 | $ | 106,377 | $ | 325,814 | $ | 295,438 | |||||||||
| Add: Preferred dividends for Series C preferred shares | 1,890 | 1,938 | 5,766 | 5,814 | |||||||||||||
| Add: Preferred dividends for Series E preferred shares | 1,938 | 1,938 | 5,814 | 5,814 | |||||||||||||
| Diluted FFOAA available to common shareholders of EPR Properties | $ | 121,219 | $ | 110,253 | $ | 337,394 | $ | 307,066 | |||||||||
| AFFO: | |||||||||||||||||
| FFOAA available to common shareholders of EPR Properties | $ | 117,391 | $ | 106,377 | $ | 325,814 | $ | 295,438 | |||||||||
| Non-real estate depreciation and amortization | 142 | 152 | 464 | 450 | |||||||||||||
| Deferred financing fees amortization | 3,100 | 2,120 | 8,471 | 6,428 | |||||||||||||
| Share-based compensation expense to management and trustees | 4,929 | 3,907 | 13,324 | 11,686 | |||||||||||||
| Amortization of above and below market leases, net and tenant allowances | 167 | (81) | 11 | (243) | |||||||||||||
| Straight-lined rental revenue | (4,658) | (3,541) | (13,154) | (12,075) | |||||||||||||
| Straight-lined ground sublease expense | 377 | (4) | 46 | (2) | |||||||||||||
| Non-cash portion of mortgage and other financing income | (379) | (296) | (1,306) | (1,159) | |||||||||||||
| AFFO available to common shareholders of EPR Properties | $ | 121,069 | $ | 108,634 | $ | 333,670 | $ | 300,523 | |||||||||
| AFFO available to common shareholders of EPR Properties | $ | 121,069 | $ | 108,634 | $ | 333,670 | $ | 300,523 | |||||||||
| Add: Preferred dividends for Series C preferred shares | 1,890 | 1,938 | 5,766 | 5,814 | |||||||||||||
| Add: Preferred dividends for Series E preferred shares | 1,938 | 1,938 | 5,814 | 5,814 | |||||||||||||
| Diluted AFFO available to common shareholders of EPR Properties | $ | 124,897 | $ | 112,510 | $ | 345,250 | $ | 312,151 | |||||||||
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| FFO per common share: | |||||||||||||||||
| Basic | $ | 1.51 | $ | 1.26 | $ | 4.28 | $ | 3.73 | |||||||||
| Diluted | 1.47 | 1.23 | 4.18 | 3.67 | |||||||||||||
| FFOAA per common share: | |||||||||||||||||
| Basic | $ | 1.53 | $ | 1.40 | $ | 4.26 | $ | 3.89 | |||||||||
| Diluted | 1.49 | 1.37 | 4.16 | 3.81 | |||||||||||||
| Shares used for computation (in thousands): | |||||||||||||||||
| Basic | 76,597 | 76,127 | 76,482 | 76,006 | |||||||||||||
| Diluted | 77,239 | 76,668 | 77,033 | 76,496 | |||||||||||||
| Weighted average shares outstanding-diluted EPS | 77,239 | 76,668 | 77,033 | 76,496 | |||||||||||||
| Effect of dilutive Series C preferred shares | 2,332 | 2,352 | 2,322 | 2,344 | |||||||||||||
| Effect of dilutive Series E preferred shares | 1,677 | 1,668 | 1,674 | 1,667 | |||||||||||||
| Adjusted weighted average shares outstanding-diluted Series C and Series E | 81,248 | 80,688 | 81,029 | 80,507 | |||||||||||||
| Other financial information: | |||||||||||||||||
| Dividends per common share | $ | 0.930 | $ | 0.885 | $ | 2.760 | $ | 2.635 | |||||||||
The effect of the conversion of our convertible preferred shares is calculated using the if-converted method and the conversion that results in the most dilution is included in the computation of per share amounts. The conversion of the 5.75% Series C cumulative convertible preferred shares and the 9.00% Series E cumulative convertible preferred shares would be dilutive to FFO, FFOAA and AFFO per share for the three and nine months ended September 30, 2026 and 2025. Therefore, the additional common shares that would result from the conversion and the corresponding add-back of the preferred dividends declared on those shares are included in the calculation of diluted FFO and FFOAA per share and would be included in a calculation of AFFO per share.
Net Debt and Proforma Net Debt
Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced for cash and cash equivalents. By excluding deferred financing costs, net, and reducing debt for cash and cash equivalents on hand, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. Proforma Net Debt is presented by subtracting the estimated net proceeds from forward sale agreements under our ATM Program from Net Debt. We believe both of these calculations constitute beneficial supplemental non-GAAP financial disclosures to investors in understanding our financial condition. Our method of calculating Net Debt and Proforma Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
Gross Assets
Gross Assets represents total assets (reported in accordance with GAAP) adjusted to exclude accumulated depreciation and reduced by cash and cash equivalents. By excluding accumulated depreciation and reducing cash and cash equivalents, the result provides an estimate of the investment made by us. We believe that investors commonly use versions of this calculation in a similar manner. Our method of calculating Gross Assets may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
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Net Debt to Gross Assets Ratio and Proforma Net Debt to Gross Assets Ratio
Net Debt to Gross Assets Ratio and Proforma Net Debt to Gross Assets Ratio are supplemental measures derived from non-GAAP financial measures that we use to evaluate capital structure and the magnitude of debt to gross assets. We believe that investors commonly use versions of these ratios in similar manners. Our method of calculating the Net Debt to Gross Assets Ratio and Proforma Net Debt to Gross Assets Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
EBITDAre
NAREIT developed EBITDAre as a relative non-GAAP financial measure of REITs, independent of a company's capital structure, to provide a uniform basis to measure the enterprise value of a company. Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, we calculate EBITDAre as net income, computed in accordance with GAAP, excluding interest expense (net), income tax (benefit) expense, depreciation and amortization, gains and losses on real estate transactions, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates.
Management provides EBITDAre herein because it believes this information is useful to investors as a supplemental performance measure because it can help facilitate comparisons of operating performance between periods and with other REITs. Our method of calculating EBITDAre may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDAre is not a measure of performance under GAAP, does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. This measure should not be considered an alternative to net income or any other GAAP measure as a measurement of the results of our operations or cash flows or liquidity as defined by GAAP.
Adjusted EBITDAre
Management uses Adjusted EBITDAre in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDAre is useful to investors because it excludes various items that management believes are not indicative of operating performance, and because it is an informative measure to use in computing various financial ratios to evaluate the Company. We define Adjusted EBITDAre as EBITDAre (defined above) for the quarter excluding sale participation income, gain on insurance recovery, retirement and severance expense, transaction costs, provision (benefit) for credit losses, net, impairment losses on operating lease right-of-use assets and prepayment fees.
Our method of calculating Adjusted EBITDAre may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. Adjusted EBITDAre is not a measure of performance under GAAP, does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. This measure should not be considered as an alternative to net income or any other GAAP measure as a measurement of the results of our operations or cash flows or liquidity as defined by GAAP.
Net Debt to Adjusted EBITDAre Ratio and Proforma Net Debt to Adjusted EBITDAre Ratio
Net Debt to Adjusted EBITDAre Ratio and Proforma Net Debt to Adjusted EBITDAre Ratio are supplemental measures derived from non-GAAP financial measures that we use to evaluate our capital structure and the magnitude of our debt against our operating performance. We believe that investors commonly use versions of these ratios in similar manners. In addition, financial institutions use versions of these ratios in connection with debt agreements to set pricing and covenant limitations. Our method of calculating the Net Debt to Adjusted EBITDAre Ratio and Proforma Net Debt to Adjusted EBITDAre Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
Reconciliations of debt, total assets and net income (all reported in accordance with GAAP) to Net Debt, Proforma Net Debt, Gross Assets, Net Debt to Gross Assets Ratio, Proforma Net Debt to Gross Assets Ratio, EBITDAre, Adjusted EBITDAre, Net Debt to Adjusted EBITDAre Ratio and Proforma Net Debt to Adjusted EBITDAre Ratio (each of which is a non-GAAP financial measure), as applicable, are included in the following tables (unaudited, in thousands except ratios):
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| September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net Debt: | |||||||||||
| Debt | $ | 3,350,241 | $ | 2,768,387 | |||||||
| Deferred financing costs, net | 24,754 | 15,205 | |||||||||
| Cash and cash equivalents | (52,354) | (13,710) | |||||||||
| Net Debt | $ | 3,322,641 | $ | 2,769,882 | |||||||
| Proforma Net Debt: | |||||||||||
| Net Debt | $ | 3,322,641 | $ | 2,769,882 | |||||||
| Estimated net proceeds from forward sale agreements (1) | (134,580) | — | |||||||||
| Proforma Net Debt | $ | 3,188,061 | $ | 2,769,882 | |||||||
| Gross Assets: | |||||||||||
| Total Assets | $ | 6,179,378 | $ | 5,543,897 | |||||||
| Accumulated depreciation | 1,830,912 | 1,671,309 | |||||||||
| Cash and cash equivalents | (52,354) | (13,710) | |||||||||
| Gross Assets | $ | 7,957,936 | $ | 7,201,496 | |||||||
| Debt to Total Assets Ratio | 54 | % | 50 | % | |||||||
| Net Debt to Gross Assets Ratio | 42 | % | 38 | % | |||||||
| Proforma Net Debt to Gross Assets Ratio | 40 | % | 38 | % | |||||||
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| EBITDAre and Adjusted EBITDAre: | |||||||||||
| Net income | $ | 100,121 | $ | 66,586 | |||||||
| Interest expense, net | 40,310 | 33,238 | |||||||||
| Income tax expense | 774 | 725 | |||||||||
| Depreciation and amortization | 51,080 | 42,409 | |||||||||
| Gain on real estate transactions | (30,457) | (8,073) | |||||||||
| Costs associated with loan refinancing or payoff | 605 | — | |||||||||
| Allocated share of joint venture depreciation | 999 | 989 | |||||||||
| Allocated share of joint venture interest expense | 570 | 497 | |||||||||
| EBITDAre | $ | 164,002 | $ | 136,371 | |||||||
| Retirement and severance expense | — | 1,094 | |||||||||
| Transaction costs | 187 | 492 | |||||||||
| Provision (benefit) for credit losses, net | 836 | 9,117 | |||||||||
| Adjusted EBITDAre (for the quarter) | $ | 165,025 | $ | 147,074 | |||||||
| Adjusted EBITDAre (annualized) (2) | $ | 660,100 | $ | 588,296 | |||||||
| Net Debt/Adjusted EBITDAre Ratio | 5.0 | 4.7 | |||||||||
| Proforma Net Debt/Adjusted EBITDAre Ratio | 4.8 | 4.7 | |||||||||
| (1) Represents proforma adjustments for estimated net proceeds from forward sale agreements that have not settled, as if they had been physically settled for cash as of the date presented. Settlement of these shares is subject to customary closing conditions, and actual net proceeds will be net of costs and certain adjustments calculated on the settlement date. | |||||||||||
| (2) Adjusted EBITDAre for the quarter is multiplied by four to calculate an annual amount but does not include the annualization of investments put in service, acquired or disposed of during the quarter, as well as the potential earnings on property under development, the annualization of percentage rent and participating interest and adjustments for other items. | |||||||||||
43
Total Investments
Total investments is a non-GAAP financial measure defined as the sum of the carrying values of real estate investments (before accumulated depreciation), land held for development, property under development, mortgage notes receivable and related accrued interest receivable, net, investment in joint ventures, intangible assets, gross (before accumulated amortization and included in other assets) and notes receivable and related accrued interest receivable, net (included in other assets). Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company's funds have been invested. Our method of calculating total investments may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. A reconciliation of total assets (computed in accordance with GAAP) to total investments is included in the following table (unaudited, in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Total assets | $ | 6,179,378 | $ | 5,699,762 | |||||||
| Operating lease right-of-use assets | (211,134) | (170,755) | |||||||||
| Cash and cash equivalents | (52,354) | (90,577) | |||||||||
| Restricted cash | (4,923) | (8,071) | |||||||||
| Accounts receivable | (107,066) | (97,855) | |||||||||
| Add: accumulated depreciation on real estate investments | 1,830,912 | 1,714,886 | |||||||||
| Add: accumulated amortization on intangible assets (1) | 34,116 | 31,584 | |||||||||
| Prepaid expenses and other current assets (1) | (49,319) | (37,237) | |||||||||
| Total investments | $ | 7,619,610 | $ | 7,041,737 | |||||||
| Total Investments: | |||||||||||
| Real estate investments, net of accumulated depreciation | $ | 4,960,604 | $ | 4,494,259 | |||||||
| Add back accumulated depreciation on real estate investments | 1,830,912 | 1,714,886 | |||||||||
| Land held for development | 20,168 | 20,168 | |||||||||
| Property under development | 52,105 | 54,905 | |||||||||
| Mortgage notes and related accrued interest receivable, net | 639,618 | 679,254 | |||||||||
| Investment in joint ventures | 11,248 | 12,316 | |||||||||
| Intangible assets, gross (1) | 104,816 | 63,239 | |||||||||
| Notes receivable and related accrued interest receivable, net (1) | 139 | 2,710 | |||||||||
| Total investments | $ | 7,619,610 | $ | 7,041,737 | |||||||
| (1) Included in "Other assets" in the accompanying consolidated balance sheet. Other assets include the following: | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Intangible assets, gross | $ | 104,816 | $ | 63,239 | |||||||
| Less: accumulated amortization on intangible assets | (34,116) | (31,584) | |||||||||
| Notes receivable and related accrued interest receivable, net | 139 | 2,710 | |||||||||
| Prepaid expenses and other current assets | 49,319 | 37,237 | |||||||||
| Total other assets | $ | 120,158 | $ | 71,602 | |||||||
Impact of Recently Issued Accounting Standards
See Note 2 to the consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information on the impact of recently issued accounting standards on our business.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, primarily relating to potential losses due to changes in interest rates and foreign currency exchange rates. We seek to mitigate the effects of fluctuations in interest rates by matching the term of new investments with new long-term fixed rate borrowings whenever possible. As of September 30, 2026, we had a $1.0 billion unsecured revolving credit facility with no outstanding balance and a $600.0 million unsecured term loan. Both our revolving credit facility and term loan bear interest at floating rates which subjects us to interest rate volatility on any respective amounts outstanding versus debt at fixed rates.
44
We also had a $25.0 million bond that bears interest at a floating rate but was fixed through an interest rate swap agreement that limited the variable portion of the interest rate (SOFR) on this bond to 2.5325% until it expired on September 30, 2026. Upon its scheduled maturity, we did not renew, replace or enter into a new interest rate swap agreement. As a result, the $25.0 million bond is no longer hedged and will bear interest at the prevailing variable rate.
We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of such refinancing may not be as favorable as the terms of current indebtedness. The majority of our borrowings are subject to contractual agreements or mortgages, which limit the amount of indebtedness we may incur. Accordingly, if we are unable to raise additional equity or borrow money due to these limitations or otherwise, our ability to make additional real estate investments may be limited.
Hedges of Foreign Exchange Risk
We are exposed to foreign currency risk against our functional currency, the U.S. dollar ("USD"), on our seven Canadian properties, the rents from which are payable in the Canadian dollar ("CAD"). In order to hedge our CAD denominated cash flows and our net investment in our seven Canadian properties, we entered into cross-currency swaps designated as net investment hedges as further described below.
Additionally, we have a CAD denominated mortgage note receivable that exposes us to currency risk associated with the fluctuations in the USD-CAD spot rate associated with the principal remeasurement of this mortgage note as well as the interest received from the borrower. In order to hedge this risk, we entered into a cross-currency swap designated as a fair value hedge as further described below.
Cash Flow Hedges of Foreign Exchange Risk - Cross-Currency Swaps
On August 17, 2026, we de-designated our eight CAD to USD cross-currency swaps in conjunction with entering into new net investment hedge agreements described below and terminated the previous cross-currency swap agreements. We received $0.1 million in connection with the settlement of the CAD to USD cross-currency swaps. As these agreements were terminated prior to their maturity, the remaining AOCI balance of approximately $0.1 million was frozen and will be amortized to other income through December 1, 2026, which is the original term of the de-designated swaps.
Net Investment Hedges - Foreign Currency Forward Contracts
On August 17, 2026, we de-designated our CAD to USD forward contracts in conjunction with entering into new cross-currency swap agreements described below. We paid $3.0 million in connection with the settlement of the CAD to USD forward contracts. The corresponding change in value of the forward contracts for the period from inception through de-designation continues to be reported in AOCI until the net investment is sold or liquidated.
Net Investment Hedges - Cross-Currency Swaps
On August 17, 2026, we entered into five cross-currency swaps designated as net investment hedges. As of September 30, 2026, the terms of these cross-currency swaps were:
| Fixed rate | Notional Amount (in millions, CAD) | Annual Cash Flows (in millions, CAD) | CAD per USD exchange rate on monthly settlements (1) | Maturity | ||||||||||||||||||||||
$1.39 CAD per USD | $ | 240.0 | $ | 19.2 | 1.19 | August 1, 2028 | ||||||||||||||||||||
| $1.39 CAD per USD | 120.0 | 9.6 | 1.21 | August 1, 2029 | ||||||||||||||||||||||
| Total | $ | 360.0 | $ | 28.8 | ||||||||||||||||||||||
(1) The cross-currency swaps have a monthly settlement feature. The net effect of the monthly settlement is an excluded component from the designated hedging relationship.
45
For qualifying foreign currency derivatives designated as net investment hedges, the change in the fair value of the derivatives is reported in AOCI as part of the cumulative translation adjustment. These amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated. Gains and losses on the derivative representing hedge components excluded from the designated hedging relationship are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election.
Fair Value Hedge of Foreign Exchange Risk - Cross-Currency Swap
We entered into a USD-CAD cross-currency swap that became effective September 25, 2025, with a total fixed notional value of $27.9 million CAD and $20.0 million USD. The cross-currency swap includes an initial and final exchange of the principal balance of the CAD denominated mortgage note receivable with an exchange rate of $1.39 CAD per USD. In addition to the initial and final exchange, we have monthly exchanges on the notional value of $27.9 million CAD. The net effect of these swaps is to lock in an exchange rate of $1.25 CAD per USD on approximately $2.2 million annual CAD denominated cash flows through October 1, 2030.
See Note 8 to the consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information on our derivative financial instruments and hedging activities.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
As of September 30, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Limitations on the effectiveness of controls
Our disclosure controls were designed to provide reasonable assurance that the controls and procedures would meet their objectives. Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable assurance of achieving the designed control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Because of the inherent limitations in a cost-effective, maturing control system, misstatements due to error or fraud may occur and not be detected.
Change in internal controls
There have not been any changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
46
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are subject to certain claims and lawsuits in the ordinary course of business, the outcome of which cannot be determined at this time. In the opinion of management, any liability we might incur upon the resolution of these claims and lawsuits will not, in the aggregate, have a material adverse effect on our consolidated financial position or results of operations.
Item 1A. Risk Factors
There have been no material changes to the risk factors associated with our business previously disclosed in Item 1A - "Risk Factors" in our 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no reportable events during the quarter ended September 30, 2026.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended September 30, 2026, no
47
Item 6. Exhibits
| Fifth Amended, Restated and Consolidated Credit Agreement, dated as of July 17, 2026, by and among the Company, as borrower, KeyBank National Association, as administrative agent, and the other agents and lenders party thereto, which is attached as Exhibit 10.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on July 20, 2026, is hereby incorporated by reference as Exhibit 10.1. | |||||
31.1* | Certification of Gregory K. Silvers pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 31.1. | ||||
31.2* | Certification of Mark A. Peterson pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 31.2. | ||||
32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 32.1. | ||||
32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 32.2. | ||||
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema | ||||
| 101.CAL* | Inline XBRL Extension Calculation Linkbase | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | ||||
| 104* | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | ||||
* Filed herewith.
** Furnished herewith.
48
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| EPR Properties | ||||||||||||||
| Dated: | October 29, 2026 | By | /s/ Gregory K. Silvers | |||||||||||
| Gregory K. Silvers, Chairman, President and Chief Executive Officer (Principal Executive Officer) | ||||||||||||||
| Dated: | October 29, 2026 | By | /s/ Tonya L. Mater | |||||||||||
| Tonya L. Mater, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | ||||||||||||||
49
EXHIBIT 31.1
CERTIFICATION
PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
I, Gregory K. Silvers, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of EPR Properties;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 29, 2026 | /s/ Gregory K. Silvers | ||||||
| Gregory K. Silvers | ||||||||
| Chairman, President and Chief Executive Officer (Principal Executive Officer) | ||||||||
EXHIBIT 31.2
CERTIFICATION
PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
I, Mark A. Peterson, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of EPR Properties;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 29, 2026 | /s/ Mark A. Peterson | ||||||
| Mark. A. Peterson | ||||||||
| Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | ||||||||
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS
ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
I, Gregory K. Silvers, President and Chief Executive Officer of EPR Properties (the “Issuer”), have executed this certification for furnishing to the Securities and Exchange Commission in connection with the filing with the Commission of the registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2026 (the “Report”). I hereby certify that, to the best of my knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
| /s/ Gregory K. Silvers | |||||
| Gregory K. Silvers | |||||
| Chairman, President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Date: October 29, 2026
EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS
ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
I, Mark A. Peterson, Executive Vice President and Chief Financial Officer of EPR Properties (the “Issuer”), have executed this certification for furnishing to the Securities and Exchange Commission in connection with the filing with the Commission of the registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2026 (the “Report”). I hereby certify that, to the best of my knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
| /s/ Mark A. Peterson | |||||
| Mark A. Peterson Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | |||||
Date: October 29, 2026