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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, 2025
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
EPR PROPERTIES
(Exact name of registrant as specified in its charter)
Maryland 43-1790877
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)
909 Walnut Street,Suite 200
Kansas City, Missouri 64106
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:(816)472-1700

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common shares, par value $0.01 per shareEPRNew York Stock Exchange
5.75% Series C cumulative convertible preferred shares, par value $0.01 per shareEPR PrCNew York Stock Exchange
9.00% Series E cumulative convertible preferred shares, par value $0.01 per shareEPR PrENew York Stock Exchange
5.75% Series G cumulative redeemable preferred shares, par value $0.01 per shareEPR PrGNew York Stock Exchange

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.
Large accelerated filer☒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 29, 2025, there were 76,140,341 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 uncertainty, disruptions in financial markets, and challenging economic conditions, including but not limited to those associated with global trade disruptions;
•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;
•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;
•Changes in accounting standards that may adversely affect our financial statements;
i

•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 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, 2024 (the "2024 Annual Report") filed with the Securities and Exchange Commission ("SEC") on February 27, 2025, as supplemented by Part II, Item 1A - "Risk Factors" in this Quarterly Report on Form 10-Q.

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 Sale 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, 2025December 31, 2024
(unaudited)
Assets
Real estate investments, net of accumulated depreciation of $1,671,309 and $1,562,645 at September 30, 2025 and December 31, 2024, respectively
$4,380,628 $4,435,358 
Land held for development20,168 20,168 
Property under development67,381 112,263 
Operating lease right-of-use assets168,730 173,364 
Mortgage notes and related accrued interest receivable, net of allowance for credit losses of $16,810 and $17,111 at September 30, 2025 and December 31, 2024, respectively
696,438 665,796 
Investment in joint ventures14,046 14,019 
Cash and cash equivalents13,710 22,062 
Restricted cash15,982 13,637 
Accounts receivable92,291 84,589 
Other assets74,523 75,251 
Total assets$5,543,897 $5,616,507 
Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities$113,475 $107,976 
Operating lease liabilities203,269 212,400 
Common dividends payable22,461 25,831 
Preferred dividends payable6,032 6,032 
Unearned rents and interest101,491 80,565 
Debt2,768,387 2,860,458 
Total liabilities3,215,115 3,293,262 
Equity:
Common Shares, $0.01 par value; 125,000,000 shares authorized at September 30, 2025 and December 31, 2024; and 84,233,035 and 83,619,740 shares issued at September 30, 2025 and December 31, 2024, respectively
842 836 
Preferred Shares, $0.01 par value; 25,000,000 shares authorized:
5,392,616 and 5,392,716 Series C convertible shares issued at September 30, 2025 and December 31, 2024, respectively; liquidation preference of $134,815,400
54 54 
3,445,980 Series E convertible shares issued at September 30, 2025 and December 31, 2024; liquidation preference of $86,149,500
34 34 
6,000,000 Series G shares issued at September 30, 2025 and December 31, 2024; liquidation preference of $150,000,000
60 60 
Additional paid-in-capital3,972,784 3,950,528 
Treasury shares at cost: 8,094,555 and 7,883,581 common shares at September 30, 2025 and December 31, 2024, respectively
(295,268)(285,413)
Accumulated other comprehensive loss(587)(3,756)
Distributions in excess of net income(1,349,137)(1,339,098)
Total equity$2,328,782 $2,323,245 
Total liabilities and equity$5,543,897 $5,616,507 
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,
 2025202420252024
Rental revenue$154,838 $148,677 $451,548 $436,051 
Other income12,135 17,419 35,989 43,874 
Mortgage and other financing income15,333 14,411 47,870 40,909 
Total revenue182,306 180,507 535,407 520,834 
Property operating expense14,478 14,611 44,310 43,958 
Other expense11,173 15,631 35,743 43,440 
General and administrative expense14,001 11,935 41,255 37,863 
Retirement and severance expense1,094 — 1,094 1,836 
Transaction costs492 175 1,728 375 
Provision (benefit) for credit losses, net9,117 (770)9,462 2,371 
Impairment charges— — — 11,812 
Depreciation and amortization42,409 42,795 125,578 124,738 
Total operating expenses92,764 84,377 259,170 266,393 
Gain (loss) on sale of real estate and early ground lease termination8,073 (3,419)34,236 15,989 
Income from operations97,615 92,711 310,473 270,430 
Costs associated with loan refinancing or payoff— 337 — 337 
Interest expense, net33,238 32,867 99,505 97,338 
Equity in (income) loss from joint ventures(2,934)851 1,394 5,384 
Impairment charges on joint ventures— 12,130 — 12,130 
Income before income taxes67,311 46,526 209,574 155,241 
Income tax expense (benefit)725 (124)1,542 780 
Net income66,586 46,650 208,032 154,461 
Preferred dividend requirements6,032 6,032 18,104 18,104 
Net income available to common shareholders of EPR Properties$60,554 $40,618 $189,928 $136,357 
Net income available to common shareholders of EPR Properties per share:
Basic$0.80 $0.54 $2.50 $1.80 
Diluted$0.79 $0.53 $2.48 $1.80 
Shares used for computation (in thousands):
Basic76,127 75,723 76,006 75,604 
Diluted76,668 76,108 76,496 75,945 
Other comprehensive income:
Net income$66,586 $46,650 $208,032 $154,461 
Foreign currency translation adjustment(5,459)3,852 8,705 (5,910)
Unrealized gain (loss) on derivatives, net4,876 (3,920)(5,536)2,005 
Comprehensive income attributable to EPR Properties$66,003 $46,582 $211,201 $150,556 

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 StockPreferred StockAdditional
paid-in capital		Treasury
shares		Accumulated
other
comprehensive income (loss)		Distributions
in excess of
net income		Total
SharesParSharesPar
Balance at December 31, 202382,964,231 $829 14,838,896 $148 $3,924,467 $(274,038)$3,296 $(1,200,547)$2,454,155 
Issuance of nonvested shares and performance share units, net of cancellations583,135 6 — — 9,212 — — — 9,218 
Purchase of common shares for vesting— — — — — (11,375)— — (11,375)
Share-based compensation expense— — — — 3,692 — — — 3,692 
Share-based compensation included in retirement and severance expense— — — — 1,598 — — — 1,598 
Foreign currency translation adjustment— — — — — — (6,909)— (6,909)
Change in unrealized gain on derivatives, net— — — — — — 4,732 — 4,732 
Net income— — — — — — — 62,709 62,709 
Issuances of common shares6,245 — — — 273 — — — 273 
Dividend equivalents accrued on performance share units— — — — — — — (598)(598)
Dividends to common shareholders ($0.835 per share)
— — — — — — — (63,146)(63,146)
Dividends to Series C preferred shareholders ($0.359375 per share)
— — — — — — — (1,938)(1,938)
Dividends to Series E preferred shareholders ($0.5625 per share)
— — — — — — — (1,938)(1,938)
Dividends to Series G preferred shareholders ($0.359375 per share)
— — — — — — — (2,156)(2,156)
Balance at March 31, 202483,553,611 $835 14,838,896 $148 $3,939,242 $(285,413)$1,119 $(1,207,614)$2,448,317 
Restricted share units issued to Trustees41,754 1 — — — — — — 1 
Share-based compensation expense— — — — 3,538 — — — 3,538 
Foreign currency translation adjustment— — — — — — (2,853)— (2,853)
Change in unrealized loss on derivatives, net— — — — — 1,193 — 1,193 
Net income— — — — — — — 45,102 45,102 
Issuances of common shares7,472 — — — 309 — — — 309 
Dividend equivalents accrued on performance share units— — — — — — — (433)(433)
Dividends to captive REIT preferred shareholders— — — — — — — (8)(8)
Dividends to common shareholders ($0.855 per share)
— — — — — — — (64,338)(64,338)
Dividends to Series C preferred shareholders ($0.359375 per share)
— — — — — — — (1,938)(1,938)
Dividends to Series E preferred shareholders ($0.5625 per share)
— — — — — — — (1,938)(1,938)
Dividends to Series G preferred shareholders ($0.359375 per share)
— — — — — — — (2,156)(2,156)
Balance at June 30, 202483,602,837 $836 14,838,896 $148 $3,943,089 $(285,413)$(541)$(1,233,323)$2,424,796 
Continued on next page.
3

EPR Properties Shareholders’ Equity 
 Common StockPreferred StockAdditional
paid-in capital		Treasury
shares		Accumulated
other
comprehensive income (loss)		Distributions
in excess of
net income		Total
SharesParSharesPar
Continued from previous page.
Balance at June 30, 202483,602,837 $836 14,838,896 $148 $3,943,089 $(285,413)$(541)$(1,233,323)$2,424,796 
Restricted share units issued to Trustees3,656 — — — — — — — — 
Share-based compensation expense— — — — 3,264 — — — 3,264 
Foreign currency translation adjustment— — — — — — 3,852 — 3,852 
Change in unrealized loss on derivatives, net— — — — — — (3,920)— (3,920)
Net income— — — — — — — 46,650 46,650 
Issuances of common shares6,190 — — — 281 — — — 281 
Dividend equivalents accrued on performance share units— — — — — — — (443)(443)
Dividends to common shareholders ($0.855 per share)
— — — — — — — (64,745)(64,745)
Dividends to Series C preferred shareholders ($0.359375 per share)
— — — — — — — (1,938)(1,938)
Dividends to Series E preferred shareholders ($0.5625 per share)
— — — — — — — (1,938)(1,938)
Dividends to Series G preferred shareholders ($0.359375 per share)
— — — — — — — (2,156)(2,156)
Balance at September 30, 202483,612,683 $836 14,838,896 $148 $3,946,634 $(285,413)$(609)$(1,257,893)$2,403,703 
Continued on next page.

4


 EPR Properties Shareholders’ Equity 
 Common StockPreferred StockAdditional
paid-in capital		Treasury sharesAccumulated
other
comprehensive income (loss)		Distributions
in excess of
net income		Total
SharesParSharesPar
Continued from previous page.
Balance at December 31, 202483,619,740 $836 14,838,696 $148 $3,950,528 $(285,413)$(3,756)$(1,339,098)$2,323,245 
Restricted share units issued to Trustees1,564 — — — — — — — — 
Issuance of nonvested shares and performance share units532,326 6 — — 8,694 — — — 8,700 
Purchase of common shares for vesting— — — — — (9,833)— — (9,833)
Share-based compensation expense— — — — 3,867 — — — 3,867 
Foreign currency translation adjustment— — — — — — 181 — 181 
Change in unrealized gain on derivatives, net— — — — — — 8 — 8 
Net income— — — — — — — 65,803 65,803 
Issuances of common shares6,801 — — — 329 — — — 329 
Conversion of Series C Convertible Preferred shares to common shares43 — (100)— — — — — — 
Stock option exercises, net268 — — — 12 (12)— — — 
Dividend equivalents accrued on performance share units— — — — — — — 497 497 
Dividends to common shareholders ($0.865 per share)
— — — — — — — (65,753)(65,753)
Dividends to Series C preferred shareholders ($0.359375 per share)
— — — — — — — (1,938)(1,938)
Dividends to Series E preferred shareholders ($0.5625 per share)
— — — — — — — (1,938)(1,938)
Dividends to Series G preferred shareholders ($0.359375 per share)
— — — — — — — (2,156)(2,156)
Balance at March 31, 202584,160,742 $842 14,838,596 $148 $3,963,430 $(295,258)$(3,567)$(1,344,583)$2,321,012 
Restricted share units issued to Trustees42,071 — — — — — — — — 
Share-based compensation expense— — — — 3,912 — — — 3,912 
Foreign currency translation adjustment— — — — — — 13,983 — 13,983 
Change in unrealized loss on derivatives, net— — — — — (10,420)— (10,420)
Net income— — — — — — — 75,643 75,643 
Issuances of common shares6,354 — — — 336 — — — 336 
Dividend to captive REIT preferred shareholders— — — — — — — (8)(8)
Dividends to common shareholders ($0.885 per share)
— — — — — — — (67,335)(67,335)
Dividends to Series C preferred shareholders ($0.359375 per share)
— — — — — — — (1,938)(1,938)
Dividends to Series E preferred shareholders ($0.5625 per share)
— — — — — — — (1,938)(1,938)
Dividends to Series G preferred shareholders ($0.359375 per share)
— — — — — — — (2,156)(2,156)
Balance at June 30, 202584,209,167 $842 14,838,596 $148 $3,967,678 $(295,258)$(4)$(1,342,315)$2,331,091 
Continued on next page.
5

 EPR Properties Shareholders’ Equity 
 Common StockPreferred StockAdditional
paid-in capital		Treasury sharesAccumulated
other
comprehensive income (loss)		Distributions
in excess of
net income		Total
SharesParSharesPar
Continued from previous page.
Balance at June 30, 202584,209,167 $842 14,838,596 $148 $3,967,678 $(295,258)$(4)$(1,342,315)$2,331,091 
Issuance of nonvested shares and performance share units17,602 — — — — — — — — 
Share-based compensation expense— — — — 3,907 — — — 3,907 
Share-based compensation included in retirement and severance expense— — — — 847 — — — 847 
Foreign currency translation adjustment— — — — — — (5,459)— (5,459)
Change in unrealized gain on derivatives. net— — — — — — 4,876 — 4,876 
Net income— — — — — — — 66,586 66,586 
Issuances of common shares6,058 — — — 343 — — — 343 
Stock option exercises, net208 — — — 9 (10)— — (1)
Dividends to common shareholders ($0.885 per share)
— — — — — — — (67,376)(67,376)
Dividends to Series C preferred shareholders ($0.359375 per share)
— — — — — — — (1,938)(1,938)
Dividends to Series E preferred shareholders ($0.5625 per share)
— — — — — — — (1,938)(1,938)
Dividends to Series G preferred shareholders ($0.359375 per share)
— — — — — — — (2,156)(2,156)
Balance at September 30, 202584,233,035 $842 14,838,596 $148 $3,972,784 $(295,268)$(587)$(1,349,137)$2,328,782 
See accompanying notes to consolidated financial statements.
6

EPR PROPERTIES
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
 Nine Months Ended September 30,
 20252024
Operating activities:
Net income$208,032 $154,461 
Adjustments to reconcile net income to net cash provided by operating activities:
Impairment charges— 11,812 
Impairment charges on joint ventures— 12,130 
Gain on sale of real estate and early ground lease termination(34,236)(15,989)
Deferred income tax benefit(676)(1,254)
Costs associated with loan refinancing or payoff— 337 
Equity in loss from joint ventures1,394 5,384 
Distributions from joint ventures11 — 
Provision (benefit) for credit losses, net9,462 2,371 
Depreciation and amortization125,578 124,738 
Amortization of deferred financing costs6,428 6,657 
Amortization of above/below market leases and tenant allowances, net(243)(252)
Share-based compensation expense to management and Trustees11,686 10,494 
Share-based compensation expense included in retirement and severance expense847 1,598 
Change in assets and liabilities:
Operating lease assets and liabilities(1,048)(975)
Mortgage notes accrued interest receivable(2,245)(2,720)
Accounts receivable(10,272)(16,129)
Other assets(3,559)(7,176)
Accounts payable and accrued liabilities9,528 12,031 
Unearned rents and interest2,486 2,681 
Net cash provided by operating activities323,173 300,199 
Investing activities:
Acquisition of and investments in real estate and other assets(23,914)(42,388)
Proceeds from sale of real estate125,697 65,149 
Investment in unconsolidated joint ventures(1,432)(186)
Investment in mortgage notes receivable(48,073)(88,577)
Proceeds from mortgage notes receivable paydowns9,633 457 
Proceeds from note receivable paydowns1,259 1,289 
Additions to properties under development(69,676)(81,386)
Net cash used by investing activities(6,506)(145,642)
Financing activities:
Proceeds from long-term debt facilities484,000 214,000 
Principal payments on debt(580,000)(181,638)
Deferred financing fees paid(446)— 
Costs associated with loan refinancing or payoff (cash portion)— (9,534)
Net proceeds from issuance of common shares709 589 
Impact of stock option exercises, net(1)— 
Purchase of common shares for treasury for vesting(9,833)(11,375)
Dividends paid to shareholders(217,393)(209,193)
Net cash used by financing activities(322,964)(197,151)
Effect of exchange rate changes on cash290 (67)
Net change in cash and cash equivalents and restricted cash(6,007)(42,661)
Cash and cash equivalents and restricted cash at beginning of the period35,699 80,981 
Cash and cash equivalents and restricted cash at end of the period$29,692 $38,320 
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,
 20252024
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents at beginning of the period$22,062 $78,079 
Restricted cash at beginning of the period13,637 2,902 
Cash and cash equivalents and restricted cash at beginning of the period$35,699 $80,981 
Cash and cash equivalents at end of the period$13,710 $35,328 
Restricted cash at end of the period15,982 2,992 
Cash and cash equivalents and restricted cash at end of the period$29,692 $38,320 
Supplemental schedule of non-cash activity:
Transfer of property under development to real estate investments$98,956 $111,805 
Issuance of nonvested shares and restricted share units at fair value, including nonvested shares issued for payment of bonuses$29,719 $21,325 
Remeasurement of right-of-use asset from early ground lease termination$7,439 $— 
Remeasurement of lease liability from early ground lease termination$10,901 $— 
Supplemental disclosure of cash flow information:
Cash paid during the period for interest$88,067 $81,222 
Cash paid during the period for income taxes$2,329 $1,471 
Interest cost capitalized$3,154 $2,304 
Change in accrued capital expenditures$(3,736)$(13,731)
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, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. Amounts as of December 31, 2024 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, 2024 filed with the Securities and Exchange Commission (SEC) on February 27, 2025.

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.

The Company's variable interests in VIEs currently are in the form of equity ownership and loans provided by the Company to a VIE. The Company examines specific criteria and uses its judgment when determining if the Company is the primary beneficiary of a VIE. The primary beneficiary generally is defined as the party with the controlling financial interest. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. As of September 30, 2025 and December 31, 2024, the Company does not have any investments in consolidated VIEs.

Deferred Financing Costs
Deferred financing costs are amortized over the terms of the related debt obligations, as applicable. Deferred financing costs of $15.2 million and $19.1 million as of September 30, 2025 and December 31, 2024, respectively, are shown as a reduction of "Debt" in the accompanying consolidated balance sheets. The deferred financing costs related to the unsecured revolving credit facility of $8.4 million and $10.5 million as of September 30, 2025 and December 31, 2024, respectively, are included in "Other assets" in the accompanying consolidated balance sheets.

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-line basis over the lease term. Base rent escalations that include a variable component are recognized upon the
9

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. During the nine months ended September 30, 2025 and 2024, the Company recognized straight-line write-offs of $0.1 million for both periods. For the nine months ended September 30, 2025 and 2024, the Company recognized $12.1 million and $13.3 million, respectively, of straight-line rental revenue, net of write-offs.

Most of the Company’s lease contracts are triple-net leases, which require the tenants to make payments 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 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, 2025 and 2024, the Company recognized $1.3 million and $1.4 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 multi-tenant 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, 2025 and 2024, the amounts due for non-lease components included in rental revenue totaled $14.3 million and $13.7 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 $14.9 million and $9.8 million for the nine months ended September 30, 2025 and 2024, 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 or future lease payments are 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.

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 allowance for credit loss. 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. During the nine months ended September 30, 2025, the Company wrote-off approximately $0.1 million of accrued interest against interest income related to one mortgage note receivable. No such amounts were written-off for the nine months ended September 30, 2024. As of September 30, 2025, the Company believes that all outstanding accrued interest is collectible.

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.
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As of September 30, 2025, 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, 2025 related to one borrower and was $1.8 million. There was no participating interest income for the nine months ended September 30, 2024.

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, 2025 and 2024. 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,
20252024
Total Revenue% of Company's Total RevenueTotal Revenue% of Company's Total Revenue
Topgolf$75,593 14.1 %$74,657 14.3 %
AMC72,241 13.5 %70,662 13.6 %
Regal64,082 12.0 %57,677 11.1 %

Impact of Recently Issued Accounting Standards
In December 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU enhances annual income tax disclosures by requiring entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, the ASU requires annual disclosure of income taxes paid disaggregated by jurisdiction. The guidance became effective for fiscal year beginning after December 15, 2024 on a prospective basis. The Company will include such disclosure in its Annual Report on Form10-K for the year ended December 31, 2025.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 22-40): Disaggregation of Income Statement Expenses. The ASU requires entities to provide enhanced disclosures related to certain income statement costs and expenses in the notes to the financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on the Company's financial statements and related disclosures.

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3. Real Estate Investments

The following table summarizes the carrying amounts of real estate investments as of September 30, 2025 and December 31, 2024 (in thousands):
September 30, 2025December 31, 2024
Buildings and improvements$4,704,285 $4,632,557 
Furniture, fixtures & equipment120,821 118,575 
Land1,198,378 1,218,418 
Leasehold interests28,453 28,453 
6,051,937 5,998,003 
Accumulated depreciation(1,671,309)(1,562,645)
Total$4,380,628 $4,435,358 
Depreciation expense on real estate investments was $122.8 million and $121.9 million for the nine months ended September 30, 2025 and 2024, respectively.

4. Investments and Dispositions

The Company's investment spending during the nine months ended September 30, 2025 totaled $140.8 million, and included $14.3 million for the acquisition of an attraction property in New Jersey and $1.6 million for the acquisition of land for a new build-to-suit eat & play property in Virginia, which has a total expected cost of approximately $19.0 million at completion in 2026. Additionally, the Company acquired land for $1.2 million and provided mortgage financing of $5.9 million secured by the improvements of a fitness & wellness property in Georgia as well as provided mortgage financing of approximately $20.0 million secured by a fitness and wellness property in Winnipeg, Canada. Investment spending for the nine months ended September 30, 2025 also included experiential build-to-suit development and redevelopment projects.

During the nine months ended September 30, 2025, the Company completed the sale of three vacant theatre properties, two operating theatre properties, two leased theatre properties, one vacant early childhood education center, one land parcel and 10 leased early childhood education centers for net proceeds totaling $125.7 million and recognized a net gain on sale totaling $30.8 million.

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, 2025, 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.

Investment in mortgage notes, including related accrued interest receivable, was $696.4 million and $665.8 million at September 30, 2025 and December 31, 2024, respectively. Investment in notes receivable, including related accrued interest receivable, was $2.9 million and $3.3 million at September 30, 2025 and December 31, 2024, respectively, and is included in "Other assets" in the accompanying consolidated balance sheets.

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During the nine months ended September 30, 2025, the Company received $8.1 million in net proceeds representing prepayment in full on two mortgage note receivables that were secured by two early childhood education center properties in Florida.

During the year ended December 31, 2024, the Company decided to exit its unconsolidated equity investment in an operating RV property located in Breaux Bridge, Louisiana. The Company had previously provided an $11.3 million subordinated mortgage note receivable to the unconsolidated real estate joint venture holding the property. During the year ended December 31, 2024, the Company recorded an allowance for credit loss totaling $10.3 million for this mortgage note receivable. On February 4, 2025, the Company received $1.0 million in exchange for the sale of its remaining subordinated mortgage note receivable and, accordingly, reduced the allowance for credit loss by the $10.3 million of principal that was forgiven.

At September 30, 2025, two of the Company's mortgage notes receivable are 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 notes and the estimated fair value at the reporting date. The Company assessed the fair value of the collateral as of September 30, 2025 on the mortgage notes receivable. One of the Company's mortgage notes 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, 2025. The other collateral-dependent mortgage note receivable has a carrying amount at September 30, 2025 of approximately $10.4 million net of an allowance for credit loss totaling $0.4 million. Income from these borrowers is recognized on a cash basis. During the nine months ended September 30, 2025 and 2024, the Company received cash basis interest payments of $0.9 million and $0.7 million, respectively, from these mortgage note receivable borrowers.

At September 30, 2025, one of the Company's notes receivable is considered collateral-dependent. The Company assessed the fair value of the collateral as of September 30, 2025 on the note receivable. The note receivable is fully reserved with an allowance for credit loss totaling $6.0 million, which represents the outstanding principal balance of the note as of September 30, 2025. At September 30, 2025, 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 $6.0 million, which is fully reserved in the allowance for credit losses at September 30, 2025. The Company's income received from this borrower is recognized on a cash basis. During the nine months ended September 30, 2025 and 2024, the Company received cash basis interest payments of $0.6 million and $0.7 million, respectively. During the nine months ended September 30, 2025 and 2024, the Company received principal payments totaling $0.8 million for each period from this borrower. Additionally, during the nine months ended September 30, 2025, the Company wrote-off $1.9 million of principal for a note receivable that was fully reserved.

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, 2025 (in thousands):
Mortgage notes receivableUnfunded commitments - mortgage notes receivableNotes receivableUnfunded commitments - notes receivableTotal
Allowance for credit losses at December 31, 2024$17,111 $740 $8,811 $— $26,662 
Provision (benefit) for credit losses, net10,119 170 (827)— 9,462 
Charge-offs(10,420)— (1,916)— (12,336)
Recoveries— — — — — 
Allowance for credit losses at September 30, 2025
$16,810 $910 $6,068 $— $23,788 

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6. Accounts Receivable

The following table summarizes the carrying amounts of accounts receivable as of September 30, 2025 and December 31, 2024 (in thousands):
September 30, 2025December 31, 2024
Receivable from tenants$1,634 $5,160 
Receivable from non-tenants (1)7,126 7,094 
Straight-line rent receivable83,531 72,335 
Total$92,291 $84,589 

(1) Receivable from non-tenants includes $5.6 million of a $5.9 million payment to the City of Kansas City, Missouri (the City) under protest related to an assessment of tax years ending December 31, 2018 through 2022. During the year ended December 31, 2024, the City denied the Company’s necessary deduction for dividends paid for each of these years and the Company made payment under protest to the City in an amount of approximately $5.9 million, which included the City’s assessment of additional tax, penalties and interest. Following its tender of the payment, the Company initiated legal action demanding a full refund. In November of 2024, the City agreed to an alternative methodology for apportionment of taxes beginning in 2024. In October of 2025, an agreement was reached regarding application of the same methodology for tax years prior to 2024. As a result, the Company has recognized $0.3 million of expense related to these prior periods and, accordingly, reduced the receivable related to the assessment to $5.6 million during the nine months ended September 30, 2025.

7. Capital Markets and Dividends

During the three and nine months ended September 30, 2025, the Company declared cash dividends totaling $0.885 and $2.635 per common share. Additionally, during the three and nine months ended September 30, 2025, the Company declared cash dividends of $0.359375 and $1.078125 per share, on each of the Company's 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, on the Company's 9.00% Series E cumulative convertible preferred shares.

Upon maturity, on April 1, 2025, the Company fully repaid $300.0 million of senior unsecured notes using borrowings under its $1.0 billion senior unsecured revolving credit facility.

On June 3, 2025, the Company filed a new universal shelf registration statement with the SEC. The securities covered by this registration statement include common shares, preferred shares, debt securities, depositary shares, warrants and units. The Company may periodically offer one of more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. The registration statement is effective for a term of three years and replaced the Company’s expiring universal shelf registration statement filed in 2022.

Additionally, on June 3, 2025, the Company filed a shelf registration statement with the SEC, for its Dividend Reinvestment and Direct Share Purchase Plan (DSP Plan), which permits the issuance of up to 25,000,000 common shares. The registration statement is effective for a term of three years and replaced the Company’s expiring DSP Plan shelf registration statement filed in 2022.

On September 22, 2025, the Company entered into amendment number one to its Fourth Amended, Restated and Consolidated Credit Agreement (the Amended Credit Agreement) to remove the SOFR index adjustment with respect to loans denominated in U.S. dollars.

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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 $0.7 million and $2.2 million at September 30, 2025 and December 31, 2024, respectively. The Company had derivative liabilities of $4.3 million and $0.03 million at September 30, 2025 and December 31, 2024, respectively. The Company has not posted or received collateral with its derivative counterparties as of September 30, 2025 or December 31, 2024. 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 SOFR-based 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. 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.

At September 30, 2025, the Company had one interest rate swap agreement designated as a cash flow hedge of interest rate risk. The interest rate swap agreement outstanding as of September 30, 2025 is summarized below:

Fixed rateNotional Amount (in millions)IndexMaturity
2.5325%$25.0 USD SOFRSeptember 30, 2026

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.

Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. As of September 30, 2025, the Company estimates that during the twelve months ending September 30, 2026, $71 thousand of losses will be reclassified from AOCI to interest expense.

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 six Canadian properties. The Company uses cross-currency swaps to mitigate its exposure to fluctuations in the USD-CAD exchange rate on cash inflows associated with these properties, which should hedge a significant portion of the Company's expected CAD denominated cash flows. As of September 30, 2025, the Company had the following cross-currency swaps:
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Fixed rateNotional Amount (in millions, CAD)Annual Cash Flow (in millions, CAD)Maturity
$1.35 CAD per USD
$170.0 $15.3 December 1, 2026
$1.35 CAD per USD
90.0 8.1 December 1, 2026
$260.0 $23.4 

The change in the fair value of foreign currency derivatives designated and that qualify as cash flow hedges of foreign exchange risk is recorded in AOCI and 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. As of September 30, 2025, the Company estimates that during the twelve months ending September 30, 2026, $343 thousand of gains will be reclassified from AOCI to other income.

Fair Value Hedges of Foreign Exchange Risk
During the nine months ended September 30, 2025, the Company entered into a CAD denominated mortgage note receivable secured by a fitness & wellness property in Winnipeg, Canada. The Company uses cross-currency swaps 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 entered into 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 $1.392 CAD per USD to fund the principal amount of the mortgage note receivable and monthly exchanges as noted below.

As of September 30, 2025, the Company had the following cross-currency swap designated as a fair value hedge:
Interim settlement exchange rateNotional Amount (in millions, CAD)Annual Cash Flow (in millions, CAD)Maturity
$1.25 CAD per USD
$27.9 $2.2 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" 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. As of September 30, 2025, the Company estimates that during the twelve months ending September 30, 2026, $165 thousand of gains will be reclassified from AOCI to other income.

Net Investment Hedges
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 to manage its exposure to changes in foreign exchange rates on certain of its foreign net investments. As of September 30, 2025, the Company had the following foreign currency forwards designated as net investment hedges:
Fixed rateNotional Amount (in millions, CAD)Maturity
$1.40 CAD per USD
$200.0 December 1, 2026
$1.40 CAD per USD
90.0 December 1, 2026
Total$290.0 

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. 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 assessment of effectiveness are recognized over the
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life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with the Company's accounting policy election.

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, 2025 and 2024.
Effect of Derivative Instruments on the Consolidated Statements of Changes in Equity and Comprehensive Income for the Three Months and Nine Months Ended September 30, 2025 and 2024 (Dollars in thousands)
 Three Months Ended September 30,Nine Months Ended September 30,
Description2025202420252024
Cash Flow Hedges
Interest Rate Swaps
Amount of Gain (Loss) Recognized in AOCI on Derivative$23 $(503)$151 $(132)
Amount of Income Reclassified from AOCI into Earnings (1)32 189 272 551 
Cross-Currency Swaps
Amount of Gain (Loss) Recognized in AOCI on Derivative 540 (415)(660)39 
Amount of Income Reclassified from AOCI into Earnings (2)96 257 434 770 
Fair Value Hedges
Cross-Currency Swaps
Amount of Loss Recognized in AOCI on Derivative (3)(60)— (60)— 
Amount of Income Reclassified from AOCI into Earnings (2)3 — 3 — 
Amount of Loss Recognized in Earnings (2) (2)— (2)— 
Net Investment Hedges
Currency Forward Agreements
Amount of Gain (Loss) Recognized in AOCI on Derivative 4,504 (2,556)(4,258)3,419 
Total
Amount of Gain (Loss) Recognized in AOCI on Derivatives $5,007 $(3,474)$(4,827)$3,326 
Amount of Income Reclassified from AOCI into Earnings 131 446 709 1,321 
Amount of Loss Recognized in Earnings(2)— (2)— 
Interest expense, net in accompanying consolidated statements of income and comprehensive income $33,238 $32,867 $99,505 $97,338 
Other income in accompanying consolidated statements of income and comprehensive income $12,135 $17,419 $35,989 $43,874 
(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, 2025 and 2024.
(2) Included in "Other income" in the accompanying consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2025 and 2024.
(3) Amounts excluded from the effectiveness testing.

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Credit-risk-related Contingent Features
The Company has an agreement with its interest rate derivative counterparty that contains a provision where, if the Company defaults on any of its obligations for borrowed money or credit in an amount exceeding $50.0 million and such default is not waived or cured within a specified period of time, including default where repayment of the indebtedness has not been accelerated by the lender, the Company could also be declared in default on its interest rate derivative agreements.

As of September 30, 2025, the fair value of the Company's derivatives in a liability position related to these agreements was $4.3 million. If the Company breaches any of the contractual provisions of these derivative contracts, it would be required to settle its obligations under the agreements at their termination value, which, after considering the right of offset, was $4.2 million at September 30, 2025. As of September 30, 2025, the Company had not posted any collateral related to these 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
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, 2025, 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.

The table below presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 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, 2025 and December 31, 2024
(Dollars in thousands)
DescriptionQuoted Prices in Active Markets for Identical Assets (Level I)Significant Other
Observable
Inputs (Level 2)		Significant
Unobservable
Inputs (Level 3)		Balance at
end of period
September 30, 2025
Cross-Currency Swaps (1)$— $380 $— $380 
Cross-Currency Swaps (2)$— $(64)$— $(64)
Currency Forward Agreements (2)— (4,284)— (4,284)
Interest Rate Swap Agreements (1)— 288 — 288 
December 31, 2024
Cross-Currency Swaps (1)$— $1,475 $— $1,475 
Currency Forward Agreements (2)— (26)— (26)
Interest Rate Swap Agreements (1)— 677 — 677 
(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.

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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, 2025 and December 31, 2024:

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, 2025, the Company had a carrying value of $696.4 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 8.87%. 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 7.05% to 11.00%, management estimates the fair value of the fixed-rate mortgage notes receivable to be approximately $743.0 million with an estimated weighted average market rate of 7.91% at September 30, 2025.

At December 31, 2024, the Company had a carrying value of $665.8 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 8.88%. The fixed-rate mortgage notes bear interest at rates of 7.15% to 12.50%. Discounting the future cash flows for fixed-rate mortgage notes receivable using estimated market rates of 7.45% to 10.00%, management estimates the fair value of the fixed-rate mortgage notes receivable to be $701.7 million with an estimated weighted average market rate of 8.08% at December 31, 2024.

Derivative instruments:
Derivative instruments are carried at their fair value.

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, 2025, the Company had a carrying value of $404.0 million in variable-rate debt outstanding with an average interest rate of approximately 5.11%. The carrying value of the variable-rate debt outstanding approximated the fair value at September 30, 2025.

At December 31, 2024, the Company had a carrying value of $200.0 million in variable-rate debt outstanding with an interest rate of approximately 5.34%. The carrying value of the variable-rate debt outstanding approximated the fair value at December 31, 2024.

At both September 30, 2025 and December 31, 2024, $25.0 million of the variable-rate debt outstanding, discussed above, had been effectively converted to a fixed rate by an interest rate swap agreement. See Note 8 for additional information related to the Company's interest rate swap agreement.

At September 30, 2025, the Company had a carrying value of $2.38 billion in fixed-rate long-term debt outstanding with a weighted average interest rate of approximately 4.32%. Discounting the future cash flows for fixed-rate debt using September 30, 2025 market rates of 4.53% to 5.13%, management estimates the fair value of the fixed rate debt to be approximately $2.33 billion with an estimated weighted average market rate of 4.73% at September 30, 2025.

At December 31, 2024, the Company had a carrying value of $2.68 billion in fixed-rate long-term debt outstanding with a weighted average interest rate of approximately 4.34%. Discounting the future cash flows for fixed-rate debt using December 31, 2024 market rates of 5.22% to 5.83%, management estimates the fair value of the fixed rate debt to be approximately $2.57 billion with an estimated weighted average market rate of 5.53% at December 31, 2024.

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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, 2025 and 2024 (amounts in thousands except per share information):
 Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
 Income
(numerator)		Shares
(denominator)		Per Share
Amount		Income
(numerator)		Shares
(denominator)		Per Share
Amount
Basic EPS:
Net income$66,586 $208,032 
Less: preferred dividend requirements(6,032)(18,104)
Net income available to common shareholders$60,554 76,127 $0.80 $189,928 76,006 $2.50 
Diluted EPS:
Net income available to common shareholders$60,554 76,127 $189,928 76,006 
Effect of dilutive securities:
Share options and performance share units— 541 — 490 
Net income available to common shareholders$60,554 76,668 $0.79 $189,928 76,496 $2.48 

 Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
 Income
(numerator)		Shares
(denominator)		Per Share
Amount		Income
(numerator) 		Shares
(denominator)		Per Share
Amount
Basic EPS:
Net income$46,650 $154,461 
Less: preferred dividend requirements (6,032)(18,104)
Net income available to common shareholders$40,618 75,723 $0.54 $136,357 75,604 $1.80 
Diluted EPS:
Net income available to common shareholders$40,618 75,723 $136,357 75,604 
Effect of dilutive securities:
Share options and performance share units— 385 — 341 
Net income available to common shareholders$40,618 76,108 $0.53 $136,357 75,945 $1.80 

The effect of the potential common shares from the conversion of the Company’s convertible preferred shares and from the exercise of share options are 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 are 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 million common shares that would result from the conversion of the Company’s 5.75% Series C cumulative convertible preferred shares and the corresponding add-back of the preferred dividends declared on those shares for both the three and nine months ended September 30, 2025 and 2024.
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•The additional 1.7 million common shares that would result from the conversion of the Company’s 9.0% Series E cumulative convertible preferred shares and the corresponding add-back of the preferred dividends declared on those shares for both the three and nine months ended September 30, 2025 and 2024.
•Outstanding options to purchase 11 thousand common shares at per share prices ranging from $56.94 to $76.63 for the three and nine months ended September 30, 2025.
•Outstanding options to purchase 57 thousand common shares at per share prices ranging from $44.44 to $76.63 for the three and nine months ended September 30, 2024.
•The effect of 116 thousand contingently issuable performance share units granted during 2024 for the three and nine months ended September 30, 2024.

11. Retirement of Executive Vice President and Chief Investment Officer

During the three months ended September 30, 2025, the Company's Executive Vice President and Chief Investment Officer, Greg Zimmerman, notified the Company of his intention to retire from his position in the first quarter of 2026. The role of Executive Vice President and Chief Investment Officer will be assumed by Ben Fox, who joined the Company in August of 2025. For the three months ended September 30, 2025, the Company recorded retirement and severance expense related to Mr. Zimmerman's expected retirement totaling $1.1 million, which included cash payments totaling $0.3 million and accelerated vesting of nonvested shares totaling $0.8 million.

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. On May 6, 2025, the Company amended the 2016 Equity Incentive Plan by shareholder vote to increase the maximum number of authorized shares issuable under the plan from 3,950,000 shares to 5,950,000 shares. At September 30, 2025, there were 2,295,262 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 sharesWeighted avg. grant date fair valueWeighted avg. life remaining
Outstanding at December 31, 2024614,614 $42.79 
Granted301,096 50.38 
Vested(265,675)43.37 
Outstanding at September 30, 2025650,035 $46.07 1.00

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 $11.8 million and $13.7 million for the nine months ended September 30, 2025 and 2024, 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 $5.8 million and $5.2 million for the nine months ended September 30, 2025 and 2024, 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 and $0.7 million for nine months ended September 30, 2025 and 2024, respectively. At September 30, 2025, unamortized share-based compensation expense related to nonvested shares was $13.6 million.

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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 UnitsWeighted avg. grant date fair value (1)
Outstanding at December 31, 2024326,469 $59.44 
Granted113,833 66.45 
Vested (2)(98,610)72.63 
Outstanding at September 30, 2025
341,692 $57.97 
(1) The grant date fair value was determined utilizing (i) a Monte Carlo simulation model to generate an estimate of the Company's future stock 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 Compounded 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, 2022 resulted in a performance payout percentage of 200% 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 and a payout percentage of 200% for the Company's CAGR in AFFO per share over the three-year performance period. The achievement of the performance conditions and the above payout percentages resulted in the issuance of 197,220 common shares and 51,612 common shares from dividend equivalents. The fair value of the performance share units and dividend equivalents that vested was $12.3 million.

The number of common shares issuable upon settlement of the performance share units granted during the nine months ended September 30, 2025, 2024 and 2023 will be based upon the Company's achievement level relative to performance measures at December 31, 2027, 2026 and 2025, respectively. The performance share units accrue 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, which is multiplied by a target number of performance share units.

Granted during the years ended December 31,TSR vs. Triple-Net Peer GroupTSR vs. MSCI US REIT IndexCAGR in AFFO per share growth
202350.0 %25.0 %25.0 %
202452.2 %26.1 %21.7 %
202552.2 %26.1 %21.7 %

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 $6.3 million and $4.1 million for the nine months ended September 30, 2025 and 2024, respectively. The estimated fair value is amortized to expense over the three-year performance periods, which end on December 31, 2027, 2026 and 2025 for performance share units granted in 2025, 2024 and 2023, 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, 2025: risk-free interest rate of 4.2%, volatility factors in the expected market price of the Company's common shares of 25% 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 stock 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
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recognition of compensation cost and any compensation cost previously recorded will be reversed. At September 30, 2025, achievement of the performance condition was deemed probable for the performance share units granted during the nine months ended September 30, 2025 with an expected payout percentage of 165%, which resulted in a grant date fair value of approximately $2.0 million. Achievement of the performance condition for the performance share units granted during the nine months ended September 30, 2024 and 2023 was deemed not probable at September 30, 2025.

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 $4.2 million and $4.0 million for the nine months ended September 30, 2025 and 2024, 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 $0.4 million and $0.9 million for the nine months ended September 30, 2025 and 2024, respectively. At September 30, 2025, unamortized share-based compensation expense related to nonvested performance share units was $8.1 million.

Restricted Share Units
A summary of the Company’s restricted share unit activity and related information is as follows:
Number of sharesWeighted avg. grant date fair valueWeighted avg. life remaining
Outstanding at December 31, 202445,410 $40.69 
Granted43,635 55.71 
Vested(46,974)40.92 
Outstanding at September 30, 202542,071 $56.01 0.67

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 million and $1.3 million for the nine months ended September 30, 2025 and 2024, respectively. At September 30, 2025, unamortized share-based compensation expense related to restricted share units was $1.6 million.

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, 2025 and December 31, 2024, the Company was lessee in 50 and 51 operating ground leases, respectively, and lessee in one operating lease for 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, 2025, 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.

During the three months ended September 30, 2025, the Company exercised an early termination option of a ground lease on an eat & play property. As a result, the Company recognized a gain of $3.4 million due to the reassessment of the lease term and the corresponding remeasurement of the lease liability and right-of-use asset, which is recorded in "Gain (loss) on sale of real estate and early ground lease termination" in the accompanying consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2025.

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The following table summarizes rental revenue, including sublease arrangements and lease costs, for the three and nine months ended September 30, 2025 and 2024 (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
Classification2025202420252024
Lease revenue
Operating leasesRental revenue$148,125 $142,189 $431,672 $416,589 
Sublease income - operating ground leasesRental revenue6,713 6,488 19,876 19,462 
Lease costs
Operating ground lease costProperty operating expense$6,765 $6,531 $20,141 $19,617 
Operating office lease costGeneral and administrative expense224 224 672 672 

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, 2025
ExperientialEducationCorporate/UnallocatedConsolidated
Total Assets$5,156,649 $365,300 $21,948 $5,543,897 
As of December 31, 2024
ExperientialEducationCorporate/UnallocatedConsolidated
Total Assets$5,171,845 $409,801 $34,861 $5,616,507 

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Operating Data:
Three Months Ended September 30, 2025
ExperientialEducationCorporate/UnallocatedConsolidated
Rental revenue$146,129 $8,709 $— $154,838 
Other income12,072 — 63 12,135 
Mortgage and other financing income
15,326 7 — 15,333 
Total revenue173,527 8,716 63 182,306 
Property operating expense
14,275 (12)215 14,478 
Other expense11,173 — — 11,173 
Total investment expenses
25,448 (12)215 25,651 
Net operating income - before unallocated items148,079 8,728 (152)156,655 
Reconciliation to Consolidated Statements of Income and Comprehensive Income:
General and administrative expense(14,001)
Retirement and severance expense(1,094)
Transaction costs(492)
(Provision) benefit for credit losses, net(9,117)
Depreciation and amortization(42,409)
Gain on sale of real estate and early ground lease termination8,073 
Interest expense, net(33,238)
Equity in income from joint ventures2,934 
Income tax expense(725)
Net income66,586 
Preferred dividend requirements(6,032)
Net income available to common shareholders of EPR Properties$60,554 
Three Months Ended September 30, 2024
ExperientialEducationCorporate/UnallocatedConsolidated
Rental revenue$139,241 $9,436 $— $148,677 
Other income17,232 — 187 17,419 
Mortgage and other financing income
14,206 205 — 14,411 
Total revenue170,679 9,641 187 180,507 
Property operating expense
14,180 189 242 14,611 
Other expense15,631 — — 15,631 
Total investment expenses
29,811 189 242 30,242 
Net operating income - before unallocated items140,868 9,452 (55)150,265 
Reconciliation to Consolidated Statements of Income and Comprehensive Income:
General and administrative expense(11,935)
Transaction costs(175)
(Provision) benefit for credit losses, net770 
Depreciation and amortization(42,795)
Loss on sale of real estate and early ground lease termination(3,419)
Costs associated with loan refinancing or payoff(337)
Interest expense, net(32,867)
Equity in loss from joint ventures(851)
Impairment charges on joint ventures(12,130)
Income tax benefit124 
Net income46,650 
Preferred dividend requirements(6,032)
Net income available to common shareholders of EPR Properties$40,618 

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Nine Months Ended September 30, 2025
ExperientialEducationCorporate/UnallocatedConsolidated
Rental revenue$423,621 $27,927 $— $451,548 
Other income35,704 — 285 35,989 
Mortgage and other financing income47,586 284 — 47,870 
Total revenue506,911 28,211 285 535,407 
Property operating expense43,631 16 663 44,310 
Other expense35,743 — — 35,743 
Total investment expenses79,374 16 663 80,053 
Net operating income - before unallocated items427,537 28,195 (378)455,354 
Reconciliation to Consolidated Statements of Income and Comprehensive Income:
General and administrative expense(41,255)
Retirement and severance expense(1,094)
Transaction costs(1,728)
(Provision) benefit for credit losses, net(9,462)
Depreciation and amortization(125,578)
Gain on sale of real estate and early ground lease termination34,236 
Interest expense, net(99,505)
Equity in loss from joint ventures(1,394)
Income tax expense(1,542)
Net income208,032 
Preferred dividend requirements(18,104)
Net income available to common shareholders of EPR Properties$189,928 

Nine Months Ended September 30, 2024
ExperientialEducationCorporate/UnallocatedConsolidated
Rental revenue$407,638 $28,413 $— $436,051 
Other income43,215 100 559 43,874 
Mortgage and other financing income40,285 624 — 40,909 
Total revenue491,138 29,137 559 520,834 
Property operating expense42,762 475 721 43,958 
Other expense43,440 — — 43,440 
Total investment expenses86,202 475 721 87,398 
Net operating income - before unallocated items404,936 28,662 (162)433,436 
Reconciliation to Consolidated Statements of Income and Comprehensive Income:
General and administrative expense(37,863)
Retirement and severance expense(1,836)
Transaction costs(375)
(Provision) benefit for credit losses, net(2,371)
Impairment charges(11,812)
Depreciation and amortization(124,738)
Gain on sale of real estate and early ground lease termination15,989 
Costs associated with loan refinancing or payoff(337)
Interest expense, net(97,338)
Equity in loss from joint ventures(5,384)
Impairment charges on joint ventures(12,130)
Income tax expense(780)
Net income154,461 
Preferred dividend requirements(18,104)
Net income available to common shareholders of EPR Properties$136,357 

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15. Other Commitments and Contingencies

As of September 30, 2025, the Company had 13 development projects with commitments to fund an aggregate of approximately $70.7 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, 2025, the Company had two mortgage notes with commitments totaling approximately $49.8 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 Part II, Item 1A - "Risk Factors" in this Quarterly Report on Form 10-Q and Item 1A - "Risk Factors" in our 2024 Annual Report.

Overview

Business
Our principal business objective is to enhance shareholder value by achieving predictable and increasing Funds From Operations As Adjusted ("FFOAA") and dividends per share. Our strategy is to focus on long-term investments in the Experiential sector that benefit from our depth of knowledge and relationships, and which we believe offer sustained performance throughout 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. It has been our strategy to structure leases and financings to ensure a positive spread between our cost of capital and the rentals or interest paid by our tenants. We have primarily acquired or developed new properties that are pre-leased to a single tenant or multi-tenant properties with a high occupancy rate. We have also entered into certain joint ventures and provided mortgage note financing. 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.

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As of September 30, 2025, our total assets were approximately $5.5 billion (after accumulated depreciation of approximately $1.7 billion) with properties located in 43 states and Canada. Our total investments (a non-GAAP financial measure) were approximately $6.9 billion as of September 30, 2025. See "Non-GAAP Financial Measures" for the reconciliation of "Total assets" in the consolidated balance sheet to total investments at September 30, 2025 and December 31, 2024. We group our investments into two reportable segments, Experiential and Education. As of September 30, 2025, our Experiential investments comprised $6.5 billion, or 94%, and our Education investments comprised $0.4 billion, or 6%, of our total investments.

As of September 30, 2025, our Experiential portfolio (excluding property under development, undeveloped land inventory and two joint venture properties) consisted of the following property types (owned or financed):
•150 theatre properties;
•59 eat & play properties (including seven theatres located in entertainment districts);
•25 attraction properties;
•11 ski properties;
•four experiential lodging properties;
•24 fitness & wellness properties;
•one gaming property; and
•one cultural property.

As of September 30, 2025, our wholly-owned Experiential real estate portfolio consisted of approximately 18.5 million square feet, was 99% leased or operated and included $67.4 million in property under development and $20.2 million in undeveloped land inventory.

As of September 30, 2025, our Education portfolio consisted of the following property types (owned or financed):
•46 early childhood education center properties; and
•nine private school properties.

As of September 30, 2025, our wholly-owned Education real estate portfolio consisted of approximately 1.1 million square feet and was 100% leased.

The combined wholly-owned portfolio consisted of 19.6 million square feet and was 99% leased or operated.

International Trade Environment
Throughout 2025, the U.S. government has imposed, and is considering imposing, tariffs and trade restrictions on certain goods produced outside of the United States, including an indication that a tariff on foreign-made films may be imposed. In response to these actions, certain foreign jurisdictions have imposed, or are considering imposing, tariffs and retaliatory restrictions on goods produced in the United States. In addition, the U.S. government has announced and rescinded numerous tariffs on various foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of tariffs on economic conditions.

The overall economic uncertainty caused by these or additional changes in the U.S. or international trade policy, along with continued uncertainty surrounding such policies, could also lead to weakened economic conditions, contribute to inflation and increased borrowing costs and could lead to decreased consumer spending. Additionally, tariff increases may impact us by increasing the cost of imported construction materials, which in turn can lead to higher development and renovation expenses. This increase in costs may result in reduced yields on development projects and potentially delay or result in cancelling planned projects. Furthermore, our tenants are similarly experiencing negative pressures from these uncertain economic conditions, which could negatively affect their 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 Funds From Operations As Adjusted ("FFOAA") per diluted share (a non-GAAP financial measure) are detailed below for the three and nine months ended September 30, 2025 and 2024 (in millions, except per share information):
Three Months Ended September 30,Nine Months Ended September 30,
20252024% Change20252024% Change
Total revenue$182.3 $180.5 1.0 %$535.4 $520.8 2.8 %
Net income available to common shareholders per diluted share$0.79 $0.53 49.1 %$2.48 $1.80 37.8 %
FFOAA per diluted share$1.37 $1.30 5.4 %$3.81 $3.64 4.7 %

The major factors impacting our results for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024 were as follows:
•The effect of investments and dispositions that occurred in 2025 and 2024;
•The recognition of lower other income and other expense primarily related to having fewer operating properties for the three and nine months ended September 30, 2025 versus the three and nine months ended September 30, 2024;
•The recognition of higher general and administrative expense, transaction costs and income tax expense for the three and nine months ended September 30, 2025 versus the three and nine months ended September 30, 2024 as well as higher retirement and severance expense for the three months ended September 30, 2025 versus the three months ended September 30, 2025;
•The increase in provision for credit losses, net for the three and nine months ended September 30, 2025 versus the three and nine months ended September 30, 2024;
•The recognition of impairment charges for the nine months ended September 30, 2024 and impairment charges on joint ventures for the three and nine months ended September 30, 2024 versus no such expense recognized for the three and nine months ended September 30, 2025;
•The recognition of higher gain on sale of real estate and early ground lease termination for the three and nine months ended September 30, 2025 versus the three and nine months ended September 30, 2024; and
•The recognition of higher equity in income from joint ventures and lower equity in loss from joint ventures for the three and nine months ended September 30, 2025 versus the three and nine months ended September 30, 2024, respectively.

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 2024 Annual Report. For the nine months ended September 30, 2025, there were no changes to critical accounting policies.

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Recent Developments

Investment Spending
Our investment spending during the nine months ended September 30, 2025 and 2024 totaled $140.8 million and $214.6 million, respectively, and is detailed below (in thousands):
Nine Months Ended September 30, 2025
Operating SegmentTotal Investment SpendingNew DevelopmentRe-developmentAsset Acquisition Mortgage Notes or Notes ReceivableInvestment in Joint Ventures
Experiential:
Eat & Play$59,875 $57,130 $2,471 $— $274 $— 
Attractions14,281 — — 14,281 — — 
Ski1,880 — — — 1,880 — 
Experiential Lodging3,355 — 14 — — 3,341 
Fitness & Wellness61,400 — 13,965 1,242 46,193 — 
Total Experiential140,791 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 

Nine Months Ended September 30, 2024
Operating SegmentTotal Investment SpendingNew DevelopmentRe-developmentAsset Acquisition Mortgage Notes or Notes ReceivableInvestment in Joint Ventures
Experiential:
Theatres$370 $— $370 $— $— $— 
Eat & Play31,944 20,963 797 — 10,184 — 
Attractions55,798 — 164 33,437 22,197 — 
Ski1,729 — — — 1,729 — 
Experiential Lodging7,757 — — — — 7,757 
Fitness & Wellness115,171 21,756 37,944 — 55,471 — 
Cultural1,860 — 1,860 — — — 
Total Experiential214,629 42,719 41,135 33,437 89,581 7,757 
Education:
Total Education— — — — — — 
Total Investment Spending$214,629 $42,719 $41,135 $33,437 $89,581 $7,757 

The above amounts include $3.2 million and $2.3 million in capitalized interest for the nine months ended September 30, 2025 and 2024, respectively, and $245 thousand and $114 thousand in capitalized other general and administrative direct project costs for the nine months ended September 30, 2025 and 2024, respectively. Excluded from the table above is approximately $3.7 million and $5.4 million of maintenance capital expenditures for the nine months ended September 30, 2025 and 2024, respectively.

Dispositions
During the nine months ended September 30, 2025, we completed the sales of three vacant theatre properties, two operating theatre properties, two leased theatre properties, one vacant early childhood education center, one land parcel and 10 leased early childhood education centers for net proceeds totaling $125.7 million. In connection with these sales, we recognized a net gain on sale totaling $30.8 million.

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During the nine months ended September 30, 2025, we received $8.1 million in proceeds representing prepayment in full on two mortgage note receivables that were secured by two early childhood education center properties.

During the three months ended September 30, 2025, we executed an early termination option of a ground lease on an eat & play property. As a result of the early termination, we recognized a gain of $3.4 million due to the reassessment of the lease term and the corresponding remeasurement of the lease liability and right-of-use asset. The gain is included in "Gain (loss) on sale of real estate and early ground lease termination" in the accompanying consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2025.

Chief Investment Officer Transition
During the three months ended September 30, 2025, our Executive Vice President and Chief Investment Officer, Greg Zimmerman, notified us of his intention to retire from his position in the first quarter of 2026. The role of Executive Vice President and Chief Investment Officer will be assumed by Ben Fox, who joined us in August of 2025. Mr. Fox previously served as Managing Director in the Net Lease Division of Ares Management Corporation (“Ares”), a global alternative investment manager operating in the credit, private equity and real estate markets. Prior to Ares, Mr. Fox served as Executive Vice President, Asset Management and Operations at Realty Income, where he oversaw and managed approximately 7,000 properties across the U.S. and U.K. For the three months ended September 30, 2025, we recorded retirement and severance expense related to Mr. Zimmerman's expected retirement totaling $1.1 million, which included cash payments totaling $0.3 million and accelerated vesting of nonvested shares totaling $0.8 million.

Capital Markets Activities
Upon maturity, on April 1, 2025, we fully repaid $300.0 million of senior unsecured notes using borrowings under our $1.0 billion senior unsecured revolving credit facility.

As discussed further below, on June 3, 2025, we filed a new universal shelf registration statement and a new shelf registration statement for our Dividend Reinvestment and Direct Share Purchase Plan (“DSP Plan”) with the SEC.

On September 22, 2025, we entered into amendment number one to our Fourth Amended, Restated and Consolidated Credit Agreement, dated as of September 19, 2024 (the "Amended Credit Agreement"), to remove the SOFR index adjustment with respect to loans denominated in U.S. dollars.

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Results of Operations

Three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024

Analysis of Revenue

The following table summarizes our total revenue (dollars in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
20252024Change20252024Change
Minimum rent (1)$138,908 $132,828 $6,080 $407,586 $396,418 $11,168 
Percentage rent (2)7,042 5,944 1,098 14,893 9,817 5,076 
Straight-line rent3,541 4,414 (873)12,075 13,335 (1,260)
Tenant reimbursements4,888 5,038 (150)15,569 15,111 458 
Other rental revenue459 453 6 1,425 1,370 55 
Total rental revenue$154,838 $148,677 $6,161 $451,548 $436,051 $15,497 
Other income (3)12,135 17,419 (5,284)35,989 43,874 (7,885)
Mortgage and other financing income (4)15,333 14,411 922 47,870 40,909 6,961 
Total revenue$182,306 $180,507 $1,799 $535,407 $520,834 $14,573 

(1) For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, the increase in minimum rent resulted from an increase of $4.3 million related to property acquisitions and developments completed in 2025 and 2024. In addition, there was a net increase in minimum rent of $2.8 million related to rental revenue on existing properties. This was partially offset by a decrease in rental revenue of $1.0 million from property dispositions.

During the three months ended September 30, 2025, we renewed three lease agreements on approximately 19 thousand square feet and experienced an increase of approximately 4.0% in rental rates and paid no leasing commissions with respect to these lease renewals.

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, the increase in minimum rent resulted from an increase of $8.7 million related to property acquisitions and developments completed in 2025 and 2024. In addition, there was a net increase in minimum rent of $4.9 million related to rental revenue on existing properties. This was partially offset by a decrease in rental revenue of $2.4 million from property dispositions.

During the nine months ended September 30, 2025, we renewed five lease agreements on approximately 160 thousand square feet and experienced an increase of approximately 1.6% in rental rates and paid $1.0 million in leasing commissions with respect to one of these lease renewals.

(2) The increase in percentage rent (i.e., amounts above base rent) for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was due primarily to higher percentage rent recognized from our theatre tenants, and was partially offset by lower percentage rent recognized from our attraction properties. The increase in percentage rent for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was due to higher percentage rent recognized from our theatre tenants and one of our early childhood education center tenants, and was partially offset by lower percentage rent recognized from our attraction properties.

(3) The decrease in other income for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 related primarily to a decrease in operating income from three operating theatre properties that were sold during the nine months ended September 30, 2025.
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(4) The increase in mortgage and other financing income for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 related to interest income on a new mortgage note funded in 2024 and from additional investments on existing mortgage note receivables in 2025 and 2024. In addition, $1.8 million of participating interest income was recognized during the nine months ended September 30, 2025, which related to amounts under review with one borrower regarding the calculation of participating interest income from prior periods that was resolved during the nine months ended September 30, 2025. No participating interest income was recognized during the nine months ended September 30, 2024.

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,
20252024Change20252024Change
Property operating expense$14,478 $14,611 $(133)$44,310 $43,958 $352 
Other expense (1)11,173 15,631 (4,458)35,743 43,440 (7,697)
General and administrative expense (2)14,001 11,935 2,066 41,255 37,863 3,392 
Retirement and severance expense1,094 — 1,094 1,094 1,836 (742)
Transaction costs 492 175 317 1,728 375 1,353 
Provision (benefit) for credit losses, net (3)9,117 (770)9,887 9,462 2,371 7,091 
Impairment charges (4)— — — — 11,812 (11,812)
Depreciation and amortization 42,409 42,795 (386)125,578 124,738 840 
Gain (loss) on sale of real estate and early ground lease termination (5)8,073 (3,419)11,492 34,236 15,989 18,247 
Costs associated with loan refinancing or payoff— 337 (337)— 337 (337)
Interest expense, net 33,238 32,867 371 99,505 97,338 2,167 
Equity in (income) loss from joint ventures (6)(2,934)851 (3,785)1,394 5,384 (3,990)
Impairment charges on joint ventures (7)— 12,130 (12,130)— 12,130 (12,130)
Income tax expense (benefit)725 (124)849 1,542 780 762 
Preferred dividend requirements6,032 6,032 — 18,104 18,104 — 
(1) The decrease in other expense for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 related primarily to a decrease in operating expense from three operating theatre properties that were sold during the nine months ended September 30, 2025.
(2) The increase in general and administrative expense for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 related primarily to an increase in payroll and benefit costs, including annual incentive and share-based compensation.
(3) The change in provision (benefit) for credit losses, net for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 was due to credit loss expense of $6.2 million recognized to fully reserve one mortgage note receivable and changes in our estimated current expected credit losses mostly due to macro-economic conditions.
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(4) Impairment charges recognized during the nine months ended September 30, 2024 related to one theatre property. No impairment charges were recognized during the three and nine months ended September 30, 2025.
(5) The gain on sale of real estate and early ground lease termination for the nine months ended September 30, 2025 related to the sale of three vacant theatre properties, two operating theatre properties, two leased theatre properties, one vacant early childhood education center, one land parcel and 10 leased early childhood education centers, and exercising an early termination option of a ground lease on an eat & play property.
The gain on sale of real estate and early ground lease termination for the nine months ended September 30, 2024 related to the sale of two cultural properties, six vacant theatre properties, one leased theatre property and one vacant early childhood education center.
(6) The increase in equity in income from joint ventures for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and decrease in equity in loss from joint ventures for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 related primarily to the decision to exit our joint ventures in Breaux Bridge, Louisiana and St. Pete Beach, Florida.
(7) Impairment charges on joint ventures recognized during the three and nine months ended September 30, 2024 related to other-than-temporary impairments on our equity investments in two joint ventures holding two experiential lodging properties located in St. Pete Beach, Florida due to hurricane damage. No impairment charges on joint ventures were recognized during the three and nine months ended September 30, 2025.
Liquidity and Capital Resources

Cash and cash equivalents were $13.7 million at September 30, 2025. In addition, we had restricted cash of $16.0 million at September 30, 2025, 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 Revolving Credit Facility
At September 30, 2025, we had total debt outstanding of $2.8 billion, of which 99% was unsecured.

At September 30, 2025, we had outstanding $2.2 billion in aggregate principal amount of unsecured senior notes (excluding the private placement notes discussed below) 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.

Upon maturity, on April 1, 2025, we fully repaid $300.0 million of senior unsecured notes using borrowings under our $1.0 billion senior unsecured revolving credit facility.

At September 30, 2025, we had $379.0 million outstanding balance under our $1.0 billion unsecured revolving credit facility. Our unsecured revolving credit facility is governed by the terms of the Amended Credit Agreement. On September 22, 2025, we entered into amendment number one to the Amended Credit Agreement to remove the SOFR index adjustment with respect to loans denominated in U.S. dollars. The facility will mature on October 2, 2028. We have two options to extend the maturity date of this credit facility by an additional six months each (for a total of 12 months), subject to paying additional fees and the absence of any default. The Amended Credit Agreement provides for an initial maximum principal amount of borrowing availability of $1.0 billion, which includes a $100.0 million letter-of-credit subfacility and a $300.0 million foreign currency revolving credit subfacility. The credit facility contains an "accordion" feature under which we may increase the total maximum principal amount available by $1.0 billion, to a total of $2.0 billion, subject to lender consent. The unsecured revolving credit facility bears interest at a floating rate of SOFR plus 1.05% (based on our unsecured debt ratings
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and with a SOFR floor of zero), which was 5.17% at September 30, 2025. Additionally, the facility fee on the revolving credit facility is 0.25%.

At September 30, 2025, we had outstanding $179.6 million of Series B senior unsecured notes that were issued in a private placement transaction and are due on August 22, 2026. At September 30, 2025, the interest rate for these Series B private placement notes was 4.56%.

Our unsecured revolving credit facility and the private placement notes contain financial covenants or restrictions that limit our levels of consolidated debt, secured debt, investments outside certain categories, stock repurchases and dividend distributions and require us to meet certain coverage levels for fixed charges and debt service. Additionally, these 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, 2025.

In 2024, two experiential lodging properties located in St. Pete Beach, Florida, in which we hold unconsolidated equity investments through two joint ventures, were severely damaged by two hurricanes and remain closed. 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 in which we expect to result in the removal of the unconsolidated equity investments in these experiential lodging properties and the related non-recourse debt from our portfolio, although there can be no assurances as to the outcome of those discussions.

Our principal investing activities are acquiring, developing and financing Experiential properties. These investing activities have generally been financed with senior unsecured notes and the proceeds from 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 and expect to continue to issue debt securities in public or private offerings. We have 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
On June 3, 2025, we filed a new universal shelf registration statement with the SEC. The securities covered by this registration statement include common shares, preferred shares, debt securities, depository shares, warrants and units. We may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. The registration statement is effective for a term of three years and replaced our expiring universal shelf registration statement filed in 2022.

Additionally, on June 3, 2025, we filed a shelf registration statement with the SEC, for our DSP Plan, which permits the issuance of up to 25,000,000 common shares. The registration statement is effective for a term of three years and replaced our expiring DSP Plan shelf registration statement filed in 2022.

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):
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Nine Months Ended September 30,
20252024
Net cash provided by operating activities$323,173 $300,199 
Net cash used by investing activities(6,506)(145,642)
Net cash used by financing activities(322,964)(197,151)

Commitments
As of September 30, 2025, we had 13 development projects with commitments to fund an aggregate of approximately $70.7 million, of which approximately $22.1 million is expected to be funded in the remainder of 2025. 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, 2025, we had two mortgage notes with commitments totaling approximately $49.8 million, of which $2.8 million is expected to be funded in the remainder of 2025. 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 unsecured revolving credit facility and proceeds from asset dispositions will provide adequate liquidity to meet our financial commitments, including the amounts needed to fund our operations, 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. Upon maturity, on April 1, 2025, we fully repaid $300.0 million of senior unsecured notes, using borrowings under our $1.0 billion senior unsecured revolving credit facility. We have $629.6 million of debt maturities due in 2026. 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 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 asset ratios (see "Non-GAAP Financial Measures" for calculations).

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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 disposition of real estate and early ground lease terminations and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, 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, maintenance capital expenditures (including second-generation tenant improvements and leasing commissions), straight-lined rental revenue (removing the impact of straight-line ground sublease expense), the non-cash portion of mortgage and other financing income and the allocated share of joint venture non-cash items.

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, 2025 and 2024 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,
 2025202420252024
FFO:
Net income available to common shareholders of EPR Properties$60,554 $40,618 $189,928 $136,357 
(Gain) loss on sale of real estate and early ground lease termination(8,073)3,419 (34,236)(15,989)
Impairment of real estate investments, net— — — 11,812 
Real estate depreciation and amortization42,257 42,620 125,128 124,191 
Allocated share of joint venture depreciation989 2,581 3,010 7,454 
Impairment charges on joint ventures— 12,130 — 12,130 
FFO available to common shareholders of EPR Properties$95,727 $101,368 $283,830 $275,955 
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 Three Months Ended September 30,Nine Months Ended September 30,
 2025202420252024
FFO available to common shareholders of EPR Properties$95,727 $101,368 $283,830 $275,955 
Add: Preferred dividends for Series C preferred shares1,938 1,938 5,814 5,814 
Add: Preferred dividends for Series E preferred shares1,938 1,938 5,814 5,814 
Diluted FFO available to common shareholders of EPR Properties$99,603 $105,244 $295,458 $287,583 
FFOAA:
FFO available to common shareholders of EPR Properties$95,727 $101,368 $283,830 $275,955 
Retirement and severance expense1,094 — 1,094 1,836 
Transaction costs492 175 1,728 375 
Provision (benefit) for credit losses, net9,117 (770)9,462 2,371 
Costs associated with loan refinancing or payoff— 337 — 337 
Deferred income tax benefit(53)(728)(676)(1,254)
FFOAA available to common shareholders of EPR Properties$106,377 $100,382 $295,438 $279,620 
FFOAA available to common shareholders of EPR Properties$106,377 $100,382 $295,438 $279,620 
Add: Preferred dividends for Series C preferred shares1,938 1,938 5,814 5,814 
Add: Preferred dividends for Series E preferred shares1,938 1,938 5,814 5,814 
Diluted FFOAA available to common shareholders of EPR Properties$110,253 $104,258 $307,066 $291,248 
AFFO:
FFOAA available to common shareholders of EPR Properties$106,377 $100,382 $295,438 $279,620 
Non-real estate depreciation and amortization152 175 450 547 
Deferred financing fees amortization2,120 2,211 6,428 6,657 
Share-based compensation expense to management and trustees3,907 3,264 11,686 10,494 
Amortization of above and below market leases, net and tenant allowances(81)(84)(243)(252)
Maintenance capital expenditures (1)(564)(2,561)(3,673)(5,437)
Straight-lined rental revenue(3,541)(4,414)(12,075)(13,335)
Straight-lined ground sublease expense(4)20 (2)77 
Non-cash portion of mortgage and other financing income(296)(396)(1,159)(1,813)
Allocated share of joint venture non-cash items— 712 — 712 
AFFO available to common shareholders of EPR Properties$108,070 $99,309 $296,850 $277,270 
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 Three Months Ended September 30,Nine Months Ended September 30,
 2025202420252024
AFFO available to common shareholders of EPR Properties$108,070 $99,309 $296,850 $277,270 
Add: Preferred dividends for Series C preferred shares1,938 1,938 5,814 5,814 
Add: Preferred dividends for Series E preferred shares1,938 1,938 5,814 5,814 
Diluted AFFO available to common shareholders of EPR Properties$111,946 $103,185 $308,478 $288,898 
FFO per common share:
Basic$1.26 $1.34 $3.73 $3.65 
Diluted1.23 1.31 3.67 3.60 
FFOAA per common share:
Basic$1.40 $1.33 $3.89 $3.70 
Diluted1.37 1.30 3.81 3.64 
Shares used for computation (in thousands):
Basic76,127 75,723 76,006 75,604 
Diluted76,668 76,108 76,496 75,945 
Weighted average shares outstanding-diluted EPS76,668 76,108 76,496 75,945 
Effect of dilutive Series C preferred shares2,352 2,319 2,344 2,310 
Effect of dilutive Series E preferred shares1,668 1,664 1,667 1,664 
Adjusted weighted average shares outstanding-diluted Series C and Series E80,688 80,091 80,507 79,919 
Other financial information:
Dividends per common share$0.885 $0.855 $2.635 $2.545 
(1) Includes maintenance capital expenditures and certain second-generation tenant improvements and leasing commissions.

The effect of the conversion of our convertible preferred shares is calculated using the if-converted method and the conversion, which 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, 2025 and 2024. 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
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. We believe this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding our financial condition. Our method of calculating Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

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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.

Net Debt to Gross Assets Ratio
Net Debt to Gross Assets Ratio is a supplemental measure 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 this ratio in a similar manner. Our method of calculating the 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 from disposition of real estate and early ground lease terminations, 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
Net Debt to Adjusted EBITDAre Ratio is a supplemental measure 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 this ratio in a similar manner. In addition, financial institutions use versions of this ratio in connection with debt agreements to set pricing and covenant limitations. Our method of calculating the 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.
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Reconciliations of debt, total assets and net income (all reported in accordance with GAAP) to Net Debt, Gross Assets, Net Debt to Gross Assets Ratio, EBITDAre, Adjusted EBITDAre and 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):
September 30,
20252024
Net Debt:
Debt$2,768,387 $2,852,970 
Deferred financing costs, net15,205 20,622 
Cash and cash equivalents(13,710)(35,328)
Net Debt$2,769,882 $2,838,264 
Gross Assets:
Total Assets$5,543,897 $5,689,162 
Accumulated depreciation1,671,309 1,546,509 
Cash and cash equivalents(13,710)(35,328)
Gross Assets$7,201,496 $7,200,343 
Debt to Total Assets Ratio50 %50 %
Net Debt to Gross Assets Ratio38 %39 %
Three Months Ended September 30,
20252024
EBITDAre and Adjusted EBITDAre:
Net income$66,586 $46,650 
Interest expense, net33,238 32,867 
Income tax expense (benefit)725 (124)
Depreciation and amortization42,409 42,795 
(Gain) loss on sale of real estate and early ground lease termination(8,073)3,419 
Costs associated with loan refinancing or payoff— 337 
Allocated share of joint venture depreciation989 2,581 
Allocated share of joint venture interest expense497 2,587 
Impairment charges on joint ventures— 12,130 
EBITDAre$136,371 $143,242 
Retirement and severance expense1,094 — 
Transaction costs492 175 
Provision (benefit) for credit losses, net9,117 (770)
Adjusted EBITDAre (for the quarter)$147,074 $142,647 
Adjusted EBITDAre (annualized) (1)$588,296 $570,588 
Net Debt/Adjusted EBITDAre Ratio4.7 5.0 
(1) Adjusted EBITDA 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 percent rent and participating interest and adjustments for other items.

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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, 2025December 31, 2024
Total assets$5,543,897 $5,616,507 
Operating lease right-of-use assets(168,730)(173,364)
Cash and cash equivalents(13,710)(22,062)
Restricted cash(15,982)(13,637)
Accounts receivable(92,291)(84,589)
Add: accumulated depreciation on real estate investments1,671,309 1,562,645 
Add: accumulated amortization on intangible assets (1)31,020 31,876 
Prepaid expenses and other current assets (1)(39,393)(39,464)
Total investments$6,916,120 $6,877,912 
Total Investments:
Real estate investments, net of accumulated depreciation$4,380,628 $4,435,358 
Add back accumulated depreciation on real estate investments1,671,309 1,562,645 
Land held for development20,168 20,168 
Property under development67,381 112,263 
Mortgage notes and related accrued interest receivable, net696,438 665,796 
Investment in joint ventures14,046 14,019 
Intangible assets, gross (1)63,239 64,317 
Notes receivable and related accrued interest receivable, net (1)2,911 3,346 
Total investments$6,916,120 $6,877,912 
(1) Included in "Other assets" in the accompanying consolidated balance sheet. Other assets include the following:
September 30, 2025December 31, 2024
Intangible assets, gross$63,239 $64,317 
Less: accumulated amortization on intangible assets(31,020)(31,876)
Notes receivable and related accrued interest receivable, net2,911 3,346 
Prepaid expenses and other current assets39,393 39,464 
Total other assets$74,523 $75,251 
            
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, 2025, we had a $1.0 billion unsecured revolving credit facility with $379.0 million outstanding. We also had a $25.0 million bond that bears interest at a floating rate but has been fixed through an interest rate swap agreement.

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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.

Cash Flow Hedges of Interest Rate Risk
To hedge our interest rate risk, we entered into an interest rate swap agreement on our variable rate secured bonds with a notional amount of $25.0 million. The interest rate cap agreement limits the variable portion of the interest rate (SOFR) on this bond to 2.5325% until September 30, 2026.

We are exposed to foreign currency risk against our functional currency, the U.S. dollar ("USD"), on our six Canadian properties and the rents received from tenants of the properties are payable in the Canadian dollar ("CAD"). In order to hedge our CAD denominated cash flows and our net investment in our six Canadian properties, we entered into cross-currency swaps designated as cash flow hedges and foreign currency forwards designated as net investment hedges as further described below.

Cash Flow Hedges of Foreign Exchange Risk-Cross Currency Swaps
We entered into six USD-CAD cross-currency swaps that became effective October 1, 2024, with a total fixed original notional value of $170.0 million CAD and $125.0 million USD. The net effect of these swaps is to lock in an exchange rate of $1.35 CAD per USD on approximately $15.3 million annual CAD denominated cash flows through December 2026.

We entered into two USD-CAD cross-currency swaps that became effective on December 1, 2024 with a total fixed original notional value of $90.0 million CAD and $66.2 million USD. The net effect of these swaps is to lock in an exchange rate of $1.35 CAD per USD on approximately $8.1 million annual CAD denominated cash flows through December 2026.

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 $1.392 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 $1.246 CAD per USD on approximately $2.2 million annual CAD denominated cash flows through September 2030.

Net Investment Hedges - Foreign Currency Forward Contracts
We entered into two forward contracts that became effective December 19, 2024 with a fixed notional value of $200.0 million CAD and $142.8 million USD with a settlement date of December 1, 2026. The exchange rate of these forward contracts is approximately $1.40 CAD per USD.

We entered into a forward contract that became effective December 19, 2024 with a fixed notional value of $90.0 million CAD and $64.3 million USD with a settlement date of December 1, 2026. The exchange rate of this forward contract is approximately $1.40 CAD per USD.

For foreign currency derivatives designated as net investment hedges, the change in the fair value of the derivatives, including any cash settlements, is reported in AOCI as part of the cumulative translation adjustment. Amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated.

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.

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Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures
As of September 30, 2025, 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 error 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 Rule 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.

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

Other than the risk factor below, there have been no material changes to the risk factors associated with our business previously disclosed in Item 1A - "Risk Factors" in our 2024 Annual Report.

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Actual and perceived changes in U.S. trade policies, including changes to existing trade agreements and heightened global trade tensions, and retaliatory responses from other countries may have a material adverse effect on our business, results of operations and financial condition.

Our business, results of operations and financial condition may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments. In recent months, the U.S. government has imposed, and is considering imposing, tariffs and trade restrictions on certain goods produced outside of the U.S., including an indication that a significant tariff on foreign-made films may be imposed. In response to these actions, certain foreign jurisdictions have imposed, or are considering imposing, tariffs and retaliatory restrictions on goods produced in the United States. Several tariff announcements have been followed by announcements of limited exemptions and temporary pauses. Changes in tariffs and trade restrictions can be, and have been, announced with little or no advance notice. These actions are unprecedented, have caused substantial uncertainty and volatility in financial markets and resulted in retaliatory countermeasures on U.S. goods by its trading partners.

Construction of our development projects requires access to steel and other materials. Any imposition of or increase in tariffs on imports of steel or other materials, as well as corresponding price increases for such materials available domestically, could increase our development project construction costs and our costs to maintain our existing properties. To the extent that we are unable to pass all or any such cost increases on to our customers, such cost increases could adversely affect our returns on investment. Higher materials costs could also diminish our ability to develop new projects at acceptable returns and limit our ability to pursue growth opportunities.

Tariffs or other trade restrictions, increasing trade tensions, or other changes in similar governmental policies could increase our operating costs, reduce discretionary consumer spending, cause disruptions or shortages in global supply chains and negatively impact the U.S., regional or local economies in which we, our tenants and their customers operate, any of which could adversely impact our business, results of operations and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no reportable events during the quarter ended September 30, 2025.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarter ended September 30, 2025, no trustee or officer of the Company, as defined in Rule 16a-1(f) of the Exchange Act, adopted, modified, or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K. There were no reportable events during the quarter ended September 30, 2025 otherwise reportable under this Item 5.

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Item 6. Exhibits
Amendment No. 1 to Fourth Amended, Restated and Consolidated Credit Agreement, dated September 22, 2025, by and among the Company, as borrower, KeyBank National Association, as administrative agent, and the other agents and lenders party thereto, is attached hereto as Exhibit 10.1
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.
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.
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.
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.

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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 30, 2025By/s/ Gregory K. Silvers
Gregory K. Silvers, Chairman, President and Chief Executive Officer (Principal Executive Officer)
Dated:October 30, 2025By/s/ Tonya L. Mater
Tonya L. Mater, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

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EXHIBIT 10.1
AMENDMENT NO. 1 TO FOURTH AMENDED, RESTATED
AND CONSOLIDATED CREDIT AGREEMENT

AMENDMENT NO. 1 TO FOURTH AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEMENT (this “Amendment”), dated as of September 22, 2025, relating to the Fourth Amended, Restated and Consolidated Credit Agreement, dated as of September 19, 2024 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among EPR PROPERTIES, a Maryland real estate investment trust (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as administrative agent (the “Agent”), JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS CORPORATION, BANK OF AMERICA, N.A., CITIZENS BANK, N.A., BARCLAYS BANK PLC and TRUIST BANK, as co-syndication agents, each of KEYBANC CAPITAL MARKETS, LLC, JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS CORPORATION, BOFA SECURITIES, INC., CITIZENS BANK, N.A., BARCLAYS BANK PLC. and TRUIST SECURITIES, INC., as joint lead arrangers and joint book runners, THE TORONTO-DOMINION BANK, NEW YORK BRANCH and CITIBANK, N.A., as Documentation Agents, and the LENDERS from time to time party thereto (collectively, the “Lenders”).

RECITALS

WHEREAS, the Borrower and the Agent have agreed to modify certain provisions of the Existing Credit Agreement to remove the SOFR index adjustment with respect to Loans denominated in U.S. Dollars;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.Defined Terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Existing Credit Agreement. The rules of interpretation set forth in Section 1.2(c) of the Existing Credit Agreement are hereby incorporated by reference herein, mutatis mutandis. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Existing Credit Agreement shall, after this Amendment becomes effective, refer to the Existing Credit Agreement as amended hereby.

SECTION 2.Amendments to the Credit Agreement. Subject to satisfaction of the conditions precedent set forth in Section 3 hereof, the Existing Credit Agreement is hereby amended as follows:

(a)Section 1.1 of the Existing Credit Agreement is hereby amended by deleting the following defined terms and their corresponding definitions in their entirety therein:

“Adjusted Daily Simple SOFR”

“Adjusted Term SOFR”

“SOFR Index Adjustment”

(b)Section 1.1 of the Existing Credit Agreement is hereby amended by amending and restating the following definitions to delete the stricken text (indicated textually in the same manner as the following example: stricken text as follows:



“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 1/2 of one percent (1%), (c) the then applicable Adjusted Term SOFR for a one month tenor in effect on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus one percent (1%), or (d) one percent (1.0%) per annum. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR, respectively.

“Daily RFR” means for any day with respect to any Revolving Credit Loan (other than a Term Rate Loan or Base Rate Loan) (i) denominated in US Dollars, the Adjusted Daily Simple SOFR (ii) denominated in Canadian Dollars, the Adjusted Daily Simple CORRA, (iii) denominated in Sterling, Daily Simple SONIA, (iv) denominated in Swiss Francs, Daily Simple SARON, or (v) denominated in a Currency other than US Dollars, Canadian Dollars, Swiss Francs, or Sterling (to the extent such Loans denominated in such currency will bear interest at a daily rate), the applicable Benchmark Replacement for such currency in accordance with Section 4.9.

“Term Rate” means, for any Interest Period, with respect to any Revolving Credit Loan (other than a Daily RFR Loan or Base Rate Loan) (i) denominated in US Dollars, the Adjusted Term SOFR, (ii) denominated in Canadian Dollars, the Adjusted Term CORRA, or (iii) denominated in a Currency other than US Dollars or Canadian Dollars, the applicable Eurocurrency Rate.

(c)Section 1.6 of the Existing Credit Agreement is hereby amended and restated to delete the stricken text (indicated textually in the same manner as the following example: stricken text) as follows:

Section 1.6 Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to: (a) the administration of, submission of, calculation of, or any other matter related to SOFR, Daily Simple SOFR, Term SOFR, Adjusted Term SOFR, Adjusted Daily Simple SOFR, EURIBOR, BBSY or CORRA or any component definition of any of the foregoing or rates referenced in the definitions of any of the foregoing or with respect to any alternative, comparable or successor rate thereto (including any then-current Benchmark or any Benchmark Replacement), or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, comparable, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 4.9, will be similar to, or produce the same value or economic equivalence of, SOFR, Daily Simple SOFR, Term SOFR, Adjusted Term SOFR, Adjusted Daily Simple SOFR, EURIBOR, BBSY or CORRA or any other Benchmark; or (b) except as expressly set forth in the definition of Conforming Changes in Section 1.1, the effect, implementation, or composition of any Conforming Changes. Section 4.2 of the Existing Credit Agreement is hereby amended and restated to delete the stricken text (indicated textually in the same manner as the following example: stricken text) as follows:

(d)Section 4.2 of the Existing Credit Agreement is hereby amended and restated to delete the stricken text (indicated textually in the same manner as the following example: stricken text) as follows:

Section 4.2 Suspension of RFR Loans.

Subject to Section 4.9 below, anything herein to the contrary notwithstanding, if:



(A)    the Agent reasonably determines (which determination shall be conclusive) that such RFR with respect to borrowings of such Currency for such Interest Period cannot be determined temporarily pursuant to the definition thereof, other than due to a Benchmark Transition Event, or

(B)    the Agent reasonably determines (which determination shall be deemed presumptively correct) that due to changes not reasonably foreseeable on the Effective Date such RFR with respect to borrowings of such Currency will not adequately and fairly reflect the cost to the Lenders of making or maintaining RFR Loans of such Currency for such Interest Period;

in each case of clauses (A) and (B) with respect to a Term Rate Loan, on or prior to the determination of the RFR for any Interest Period with respect to borrowings denominated in any Currency, and with respect to a Daily RFR Loan, at any time, then the Agent shall give the Borrower and each Lender prompt notice thereof. Upon notice thereof by the Agent to the Borrower and each Lender, (i) any obligation of the Lenders to make or Continue RFR Loans in such Currency or to Convert Base Rate Loans or Alternate Rate Loans, as applicable, in such Currency to RFR Loans of such Currency shall be suspended (with respect to Term Rate Loans, to the extent of the applicable Interest Period), (ii) all RFR Loans of such Currency (as applicable, and of the affected Interest Period) shall be immediately Converted to (x) Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Agent without reference to the Term SOFR component of Base Rate), with respect to Loans denominated in Dollars, or (y) Alternate Rate Loans, with respect to Loans denominated in any Alternative Currency, and (iii) the component of Base Rate based upon Term SOFR will not be used in any determination of Base Rate, in each case, until the Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, Conversion to or Continuation of RFR Loans of such Currency or, failing that, will be deemed to have Converted such request into a request for Base Rate Loans or Alternate Rate Loans, as applicable, in such Currency in the amount specified therein. Upon any such Conversion, (i) the Borrower shall also pay any additional amounts required pursuant to Section 4.1(a); and/or (ii) if the Agent determines (which determination shall be conclusive and binding on the Borrower) that Adjusted Daily Simple SOFR, Daily Simple SOFR, Adjusted Term SOFR, SOFR, or any Eurocurrency Rate or any other RFR cannot be determined permanently pursuant to the definition thereof as a result of a Benchmark Transition Event, the Agent will promptly so notify the Borrower and each Lender, and the provisions of Section 4.9 of this Agreement shall be applicable. Unless and until the Agent and the Borrower have amended this Agreement to provide for a Benchmark Replacement in accordance with Section 4.9, all Loans shall be Base Rate Loans or Alternate Rate Loans, as applicable. For the avoidance of doubt, if the circumstances giving rise to the notice referenced above affect only the RFR with respect to borrowings denominated in a single Currency, the provisions of this Section 4.2 shall apply only to RFR Loans denominated in such Currency, and borrowings of RFR Loans denominated in other Currencies shall be permitted.

(e)    Section 4.9(g) of the Existing Credit Agreement is hereby amended by amending and restating the following definitions (i) to delete the stricken text (indicated textually in the same manner as the following example: stricken text), and (ii) to insert the double underlined text (indicated textually in the same manner as the following example: double-underlined text) as follows:



“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum (rounded in accordance with the Agent’s customary practice) equal to SOFR for the day (such day, the “SOFR Determination Day”) that is five (5) SOFR Business Days (or such other period, including no period, as determined by the Agent based on then prevailing market conventions) prior to (i) if such SOFR Rate Day is a SOFR Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a SOFR Business Day, the SOFR Business Day immediately preceding such SOFR Rate Day, in each case, as and when SOFR for such SOFR Rate Day is published by the SOFR Administrator on the SOFR Administrator’s Website. If by 5:00 pm (New York City time) on the second (2nd) SOFR Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding SOFR Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided, that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days; provided further, that in each case, if Daily Simple SOFR as so determined would be less than the Floor, then Daily Simple SOFR shall be deemed to be the Floor. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“SOFR Loan” means each Loan bearing interest at a rate based upon (a) Adjusted Term SOFR (other than pursuant to clause (c) of the definition of “Base Rate”) or (b) Adjusted Daily Simple SOFR.

“Term SOFR” means for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Lookback Day”) that is two SOFR Business Days prior to the first day of such Interest Period (and rounded in accordance with the Agent’s customary practice), as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Lookback Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding SOFR Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding SOFR Business Day is not more than three SOFR Business Days prior to such Lookback Day, and for any calculation with respect to a Base Rate Loan, the Term SOFR Reference Rate for a tenor of one month on the day that is two SOFR Business Days prior to the date the Base Rate is determined, subject to the proviso provided above; provided further, that in each case if Term SOFR as so determined would be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Loan” means each Loan bearing interest at a rate based upon Adjusted Term SOFR (other than pursuant to clause (c) of the definition of Base Rate).

SECTION 3.    Conditions Precedent. This Amendment shall become effective as of the date first above written (the “Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied or waived in writing by the Agent:



(i)    This Amendment. The Agent shall have received executed counterparts hereof that, when taken together, bear the signatures of the Borrower, the Lenders, and the Agent.

(ii)    Fees and Expenses. The Borrower shall have paid all fees required in connection with the closing of this Amendment and all costs and expenses (including attorneys’ costs and fees) incurred by the Agent in documenting or implementing same.

SECTION 4.     Litigation; Jurisdiction; Other Matters; Waivers.

(a)GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

(b)WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE AGENT AND THE BORROWER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AMENDMENT OR THE EXISTING CREDIT AGREEMENT (AS AMENDED HEREBY), THE NOTES, OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.

(c)SUBMISSION TO JURISDICTION; WAIVER OF VENUE. EACH OF THE BORROWER, THE AGENT AND EACH LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY STATE COURT LOCATED IN BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS AMENDMENT, THE EXISTING CREDIT AGREEMENT (AS AMENDED HEREBY), THE LOANS AND LETTERS OF CREDIT, THE NOTES OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. THE BORROWER AND EACH OF THE LENDERS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM, AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.



SECTION 5.     Credit Agreement Governs; Ratification. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver or novation of or otherwise affect the rights and remedies of any Lender or the Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances.

SECTION 6.     Counterparts. This Amendment, which constitutes a Loan Document, may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 7.     Severability. If any provision or obligation under this Amendment shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from this Amendment and the validity, legality and enforceability of the remaining provisions or obligations shall remain in full force as though the invalid, illegal, or unenforceable provision had never been a part of this Amendment.

[Signatures Appear on Following Page]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.
“BORROWER”

EPR PROPERTIES


By: /s/ Mark A. Peterson_______________________________
Name: Mark A. Peterson
Title: Executive Vice President,
Chief Financial Officer and Treasurer

[Signatures Continue on Following Page]



“AGENT”

KEYBANK NATIONAL ASSOCIATION,
In its capacity as Lender and as Agent


By: /s/ Gregory W. Lane___________________________________
Name: Gregory W. Lane
Title: Senior Banker

[Signatures Continue on Following Page]



“LENDERS”

JPMORGAN CHASE BANK, N.A.,
in its capacity as Lender


By: /s/ Cody Canafax____________________________________
Name: Cody Canafax
Title: Executive Director

[Signatures Continue on Following Page]



ROYAL BANK OF CANADA,
in its capacity as Lender



By: /s/ William Behuniak___________________________________
Name: William Behuniak
Title: Authorized Signatory


[Signatures Continue on Following Page]



BANK OF AMERICA, N.A.,
in its capacity as Lender



By: /s/ Kyle Pearson___________________________________
Name: Kyle Pearson
Title: Senior Vice President


[Signatures Continue on Following Page]



CITIBANK, N.A.,
in its capacity as Lender



By: /s/ Christopher Albano___________________________________
Name: Christopher Albano
Title: Authorized Signatory


[Signatures Continue on Following Page]



BARCLAYS BANK PLC,
in its capacity as Lender



By: /s/ Joseph Tauro__________________________________
Name: Joseph Tauro
Title: Assistant Vice President


[Signatures Continue on Following Page]



UMB Bank N.A.,
in its capacity as Lender



By: /s/ Scott Dold__________________________________
Name: Scott Dold
Title: Senior Vice President


[Signatures Continue on Following Page]



STIFEL BANK & TRUST,
in its capacity as Lender



By: /s/ Matthew L. Diehl___________________________________
Name: Matthew L. Diehl
Title: Senior Vice President

[Signatures Continue on Following Page]



U.S. BANK NATIONAL ASSOCIATION,
in its capacity as Lender



By: /s/ Leonard Olsavsky___________________________________
Name: Leonard Olsavsky
Title: Senior Vice President

[Signatures Continue on Following Page]



CITIZENS BANK, N.A.,
in its capacity as Lender



By: /s/ Sandra DeToto__________________________________
Name: Sandra DeToto
Title: Vice President

[Signatures Continue on Following Page]



TRUIST BANK,
in its capacity as Lender



By: /s/ Jason Douglas___________________________________
Name: Jason Douglas
Title: Director

[Signatures Continue on Following Page]



RAYMOND JAMES BANK, N.A.,
in its capacity as Lender



By: /s/ Alex Sierra___________________________________
Name: Alex Sierra
Title: SVP

[Signatures Continue on Following Page]



THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
in its capacity as Lender



By: /s/ Victoria Roberts___________________________________
Name: Victoria Roberts
Title: Authorized Signatory

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 30, 2025/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 30, 2025/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, 2025 (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 30, 2025



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, 2025 (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 30, 2025