Form 8-K
8-K — EPR PROPERTIES
Accession: 0001045450-26-000050
Filed: 2026-10-28
Period: 2026-10-28
CIK: 0001045450
SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — epr-20261028.htm (Primary)
EX-99.1 — PRESS RELEASE (ex991-eprx9302026earningsr.htm)
EX-99.2 — EARNINGS RELEASE PRESENTATION (q32026earningscallpresen.htm)
EX-99.3 — SUPPLEMENTAL OPERATING AND FINANCIAL DATA (ex993-eprx9302026supplemen.htm)
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8-K
8-K (Primary)
Filename: epr-20261028.htm · Sequence: 1
epr-20261028
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2026
EPR Properties
(Exact name of registrant as specified in its charter)
Maryland 001-13561 43-1790877
(State or other jurisdiction of
incorporation) (Commission
File Number) (I.R.S. Employer
Identification No.)
909 Walnut Street, Suite 200
Kansas City, Missouri 64106
(Address of principal executive offices) (Zip Code)
(816) 472-1700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common shares, par value $0.01 per share EPR New York Stock Exchange
5.75% Series C cumulative convertible preferred shares, par value $0.01 per share EPR PrC New York Stock Exchange
9.00% Series E cumulative convertible preferred shares, par value $0.01 per share EPR PrE New York Stock Exchange
5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share EPR PrG New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o
Item 2.02 Results of Operations and Financial Condition.
On October 28, 2026, EPR Properties (the "Company") announced its results of operations and financial condition for the third quarter and nine months ended September 30, 2026. The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto and is hereby incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
In addition, on October 28, 2026, the Company made available on its website an investor slide presentation and supplemental operating and financial data for the third quarter and nine months ended September 30, 2026, the text of which are set forth in Exhibits 99.2 and 99.3 hereto, respectively, and are hereby incorporated by reference herein.
The information set forth in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, is being “furnished” and shall not be deemed “filed” for the purposes of or otherwise subject to liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
99.1
Press Release dated October 28, 2026 issued by EPR Properties announcing its results of operations and financial condition for the third quarter and nine months ended September 30, 2026.
99.2
Investor slide presentation for the third quarter and nine months ended September 30, 2026, made available by EPR Properties on October 28, 2026.
99.3
Supplemental Operating and Financial Data for the third quarter and nine months ended September 30, 2026, made available by EPR Properties on October 28, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 hereunto duly authorized.
EPR PROPERTIES
By: /s/ Mark A. Peterson
Mark A. Peterson
Executive Vice President, Treasurer and Chief Financial
Officer
Date: October 28, 2026
EX-99.1 — PRESS RELEASE
EX-99.1
Filename: ex991-eprx9302026earningsr.htm · Sequence: 2
Document
Exhibit 99.1
EPR Properties Reports Third Quarter 2026 Results
Increases 2026 Earnings and Investment Spending Guidance
Kansas City, MO, October 28, 2026 -- EPR Properties (NYSE:EPR) today announced operating results for the third quarter ended September 30, 2026 (dollars in thousands, except per share data):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 % Change 2026 2025 % Change
Total revenue $ 204,102 $ 182,306 12.0 % $ 581,433 $ 535,407 8.6 %
Net income available to common shareholders 94,137 60,554 55.5 % 211,841 189,928 11.5 %
Net income available to common shareholders per diluted common share 1.22 0.79 54.4 % 2.75 2.48 10.9 %
Funds From Operations as adjusted (FFOAA)(1) 117,391 106,377 10.4 % 325,814 295,438 10.3 %
FFOAA per diluted common share (1) 1.49 1.37 8.8 % 4.16 3.81 9.2 %
Adjusted Funds From Operations (AFFO)(1)(2) 121,069 108,634 11.4 % 333,670 300,523 11.0 %
AFFO per diluted common share (1)(2) 1.54 1.39 10.8 % 4.26 3.88 9.8 %
(1) A non-GAAP financial measure.
(2) See "Non-GAAP Financial Measures" below for a change to the Company's definition and calculation of AFFO. The Company has recast AFFO for all periods presented to reflect this change.
Third Quarter Company Headlines
•Strong Funds from Operations Growth - For the third quarter of 2026, FFOAA per diluted common share and AFFO per diluted common share increased by 8.8% and 10.8%, respectively, compared to the third quarter of 2025.
•Executes on Investment Pipeline - During the third quarter of 2026, the Company's investment spending totaled $172.4 million, bringing total investment spending for the nine months ended September 30, 2026 to $664.5 million.
•Enters Into Forward Sale Agreements Under Its ATM Program - During the third quarter of 2026, the Company entered into two forward sale agreements pursuant to its ATM Program for initial gross sales proceeds of $66.6 million, or an average forward price of $60.79 per share, subject to adjustment upon settlement. As of September 30, 2026, the Company had unsettled forward sale agreements with total estimated net proceeds of $134.6 million, representing 2,285,835 common shares.
•New $1.6 Billion Credit Agreement - As previously announced, during the third quarter of 2026, the Company entered into a new amended and restated $1.6 billion credit agreement that, among other things, extended the maturity date and generally reduced the interest rate payable on its $1.0 billion unsecured revolving credit facility and established a new $600.0 million unsecured delayed draw term loan facility due in 2032. As of September 30, 2026, the Company's term loan facility was fully drawn, and the Company had no borrowings outstanding under its unsecured revolving credit facility.
•Increases 2026 Guidance - The Company is increasing FFOAA per diluted common share guidance for 2026 to a range of $5.49 to $5.57 from a range of $5.41 to $5.57, representing an increase of 8.0% at the midpoint over 2025. The Company is also increasing investment spending guidance for 2026 to a range of $675.0 million to $725.0 million from a range of $600.0 million to $700.0 million.
“Our third quarter reflects continued momentum across the business, with both strong earnings growth and a robust pace of investment activity,” said Greg Silvers, Chairman and CEO of EPR Properties. “We continued to broaden our experiential portfolio while adding important new relationships, including our entry into the live venue category with industry leader Live Nation, and the addition of a Life Time fitness and wellness property. With our credit facilities and forward equity in place, we have the capacity to fund a strong pipeline of opportunities, and we are pleased to again raise our earnings and investment spending guidance.”
Investment Update
During the three months ended September 30, 2026, the Company's investment spending totaled $172.4 million, bringing total investment spending for the nine months ended September 30, 2026 to $664.5 million. Investment spending for the quarter included $102.1 million for the acquisition of two eat & play and two fitness and wellness properties, one of which is an existing Life Time fitness property in Irvine, California. Investment spending for the quarter also included $27.2 million of mortgage financing secured by an experiential lodging property and a fitness and wellness property, as well as initial spending on a build-to-suit live performance venue in Portland, Oregon, operated by Live Nation. The remaining investment spending for the quarter related to other experiential build-to-suit development and redevelopment projects.
As of September 30, 2026, the Company expects approximately $183.2 million in additional investment spending for existing experiential development and redevelopment projects, of which approximately $21.0 million is expected to be funded in the remainder of 2026. The Company also has a strong pipeline of potential new investments.
Capital Recycling
Disposition proceeds for the third quarter of 2026 totaled $74.0 million and included the sale of one private school property for net proceeds of $68.2 million, on which the Company recognized a gain of $30.5 million. Disposition proceeds totaled $85.4 million for the nine months ended September 30, 2026.
ATM Activity
During the three months ended September 30, 2026, the Company entered into two forward sale agreements pursuant to its "at-the-market" offering program ("ATM Program") to sell an aggregate of 1,095,951 common shares for initial gross sales proceeds of $66.6 million, or an average forward price of $60.79 per share, subject to adjustment upon settlement. The Company has the option to settle the outstanding common shares any time before the respective maturity dates of the forward sale agreements on February 28, 2028 and March 6, 2028, subject to customary closing conditions. As of September 30, 2026, the Company had unsettled forward sale agreements relating to an aggregate of 2,285,835 common shares with total estimated net proceeds of $134.6 million.
New $1.6 Billion Credit Agreement and Debt Repayment
As previously reported, on July 17, 2026, the Company entered into a Fifth Amended, Restated and Consolidated Credit Agreement (the "Amended Credit Agreement"), governing its $1.0 billion senior unsecured revolving credit facility and a new $600.0 million senior unsecured delayed draw term loan facility. The Amended Credit Agreement replaced the Company’s existing $1.0 billion senior unsecured revolving credit facility.
The amendments to the unsecured revolving credit facility, among other things, (i) extended the maturity date from October 2, 2028 to July 17, 2030, with two six-month extension options, subject to the payment of additional fees and the satisfaction of customary conditions, (ii) generally reduced the interest rate payable on outstanding loans by five basis points, (iii) modified the asset value calculations under certain financial covenants to include the expected cash proceeds from
the sale of common shares under qualified forward equity contracts and (iv) split the prior revolving facility’s $300.0 million foreign currency sublimit into a separate, stand-alone foreign currency revolving credit facility of the same size.
The Amended Credit Agreement also established a new $600.0 million senior unsecured delayed draw term loan facility that was fully drawn by the Company as of September 30, 2026. The new term loan bears interest based on the Company’s credit ratings (SOFR plus 115 basis points at closing) and matures on January 17, 2032.
In addition, the Amended Credit Agreement includes a $1.0 billion accordion feature on the combined unsecured revolving credit and delayed draw term loan facilities that increases the maximum amount available under the combined facilities from $1.6 billion to $2.6 billion, at the Company’s election and subject to lender consent and customary conditions.
In connection with entering into the Amended Credit Agreement, the Company recorded a non-cash write-off of deferred financing costs totaling $0.6 million to "Costs associated with loan refinancing or payoff" in the accompanying consolidated statements of income for the three and nine months ended September 30, 2026.
Upon maturity, on August 24, 2026, the Company repaid in full $179.6 million of Series B senior unsecured notes that were issued in a private placement transaction. As of September 30, 2026, the Company had unrestricted cash on hand of $52.4 million and full availability under its $1.0 billion unsecured revolving credit facility.
Portfolio Update
The Company's total assets were $6.2 billion (after accumulated depreciation of approximately $1.8 billion) and total investments (a non-GAAP financial measure) were $7.6 billion at September 30, 2026, with Experiential investments totaling $7.2 billion, or 95%, and Education investments totaling $0.4 billion, or 5%.
The Company's Experiential portfolio (excluding property under development, undeveloped land inventory and two joint venture properties) consisted of the following property types (owned or financed) at September 30, 2026:
•148 theatre properties;
•62 eat & play properties (including seven theatres located in entertainment districts);
•35 attraction properties;
•11 ski properties;
•five experiential lodging properties;
•32 fitness & wellness properties;
•one gaming property;
•one cultural property; and
•one live venue.
As of September 30, 2026, the Company's wholly-owned Experiential portfolio consisted of approximately 19.7 million square feet, was 99% leased or operated and included a total of $52.1 million in property under development and $20.2 million in undeveloped land inventory.
As of September 30, 2026, the Company's Education portfolio consisted of 54 properties (owned or financed), and its wholly-owned Education properties consisted of approximately 1.0 million square feet and were 100% leased.
The combined wholly-owned portfolio consisted of 20.7 million square feet and was 99% leased or operated.
Dividend Information
During the third quarter of 2026, the Company's Board of Trustees declared monthly cash dividends to common shareholders totaling $0.93 per share ($0.31 per month). On October 15, 2026, the Board declared a monthly cash dividend of $0.31 per common share, payable November 16, 2026 to shareholders of record on October 30, 2026. On October 27, 2026, the Board declared a monthly cash dividend of $0.31 per common share, payable December 15, 2026 to shareholders of record on November 30, 2026. The monthly dividend represents an annualized dividend of $3.72 per common share, a 5.1% increase over the annualized dividend at the end of the prior year.
Additionally, the Company declared its regular quarterly dividends to preferred shareholders of $0.359375 per share on both the Company's 5.75% Series C cumulative convertible preferred shares and Series G cumulative redeemable preferred shares and $0.5625 per share on its 9.00% Series E cumulative convertible preferred shares, payable October 15, 2026 to shareholders of record as of September 30, 2026.
2026 Guidance
(Dollars in millions, except per share data):
Current Prior
Net income available to common shareholders per diluted common share $ 3.41 to $ 3.49 $ 3.03 to $ 3.19
FFOAA per diluted common share $ 5.49 to $ 5.57 $ 5.41 to $ 5.57
Investment spending $ 675.0 to $ 725.0 $ 600.0 to $ 700.0
Disposition proceeds $86.0 $ 50.0 to $ 100.0
The Company is increasing its 2026 earnings guidance for FFOAA per diluted common share to a range of $5.49 to $5.57 from a range of $5.41 to $5.57, representing an increase of 8.0% at the midpoint over 2025. The 2026 guidance for FFOAA per diluted common share is based on an FFO per diluted common share range of $5.50 to $5.58 adjusted for retirement and severance expense, transaction costs, provision (benefit) for credit losses, net, costs associated with loan refinancing or payoff and deferred income tax expense. FFO per diluted common share for 2026 is based on a net income available to common shareholders per diluted common share range of $3.41 to $3.49 plus estimated real estate depreciation and amortization of $2.54 and allocated share of joint venture depreciation of $0.05, less estimated gain on real estate transactions of $0.41 and the impact of Series C and Series E dilution of $0.09 (in accordance with the NAREIT definition of FFO).
Additional earnings guidance detail can be found on page 23 in the Company's supplemental information package available in the Investor Center of the Company's website located at https://investors.eprkc.com/financial-information/quarterly-results.
Conference Call Information
Management will host a conference call to discuss the Company's financial results on October 29, 2026 at 8:30 a.m. Eastern Time. The call may also include discussion of Company developments and forward-looking and other material information about business and financial matters. The conference will be webcast and can be accessed via the Webcasts page in the Investor Center on the Company's website located at https://investors.eprkc.com/events-presentations. It is recommended that you join 10 minutes prior to the start of the event (although you may register and join the webcast at any time during the call).
You may watch a replay of the webcast by visiting the Webcasts page at https://investors.eprkc.com/events-presentations.
Quarterly Supplemental
The Company's supplemental information package for the third quarter and nine months ended September 30, 2026 is available in the Investor Center on the Company's website located at https://investors.eprkc.com/financial-information/quarterly-results.
EPR Properties
Consolidated Statements of Income
(Unaudited, dollars in thousands except per share data)
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Rental revenue $ 175,290 $ 154,838 $ 499,508 $ 451,548
Other income 14,230 12,135 36,064 35,989
Mortgage and other financing income 14,582 15,333 45,861 47,870
Total revenue 204,102 182,306 581,433 535,407
Property operating expense 15,702 14,478 46,421 44,310
Other expense 12,690 11,173 34,743 35,743
General and administrative expense 14,809 14,001 43,027 41,255
Retirement and severance expense — 1,094 1,423 1,094
Transaction costs 187 492 525 1,728
Provision (benefit) for credit losses, net 836 9,117 (4,623) 9,462
Depreciation and amortization 51,080 42,409 144,667 125,578
Total operating expenses 95,304 92,764 266,183 259,170
Gain on real estate transactions 30,457 8,073 31,666 34,236
Income from operations 139,255 97,615 346,916 310,473
Costs associated with loan refinancing or payoff 605 — 605 —
Interest expense, net 40,310 33,238 113,348 99,505
Equity in (income) loss from joint ventures (2,555) (2,934) 1,061 1,394
Income before income taxes 100,895 67,311 231,902 209,574
Income tax expense 774 725 2,005 1,542
Net income $ 100,121 $ 66,586 $ 229,897 $ 208,032
Preferred dividend requirements 5,984 6,032 18,056 18,104
Net income available to common shareholders of EPR Properties $ 94,137 $ 60,554 $ 211,841 $ 189,928
Net income available to common shareholders of EPR Properties per share:
Basic $ 1.23 $ 0.80 $ 2.77 $ 2.50
Diluted $ 1.22 $ 0.79 $ 2.75 $ 2.48
Shares used for computation (in thousands):
Basic 76,597 76,127 76,482 76,006
Diluted 77,239 76,668 77,033 76,496
EPR Properties
Condensed Consolidated Balance Sheets
(Unaudited, dollars in thousands)
September 30, 2026 December 31, 2025
Assets
Real estate investments, net of accumulated depreciation of $1,830,912 and $1,714,886 at September 30, 2026 and December 31, 2025, respectively
$ 4,960,604 $ 4,494,259
Land held for development 20,168 20,168
Property under development 52,105 54,905
Operating lease right-of-use assets 211,134 170,755
Mortgage notes and related accrued interest receivable, net of allowance for credit losses of $12,297 and $15,929 at September 30, 2026 and December 31, 2025, respectively
639,618 679,254
Investment in joint ventures 11,248 12,316
Cash and cash equivalents 52,354 90,577
Restricted cash 4,923 8,071
Accounts receivable 107,066 97,855
Other assets 120,158 71,602
Total assets $ 6,179,378 $ 5,699,762
Liabilities and Equity
Accounts payable and accrued liabilities $ 95,530 $ 99,392
Operating lease liabilities 243,740 204,747
Dividends payable 29,734 28,495
Unearned rents and interest 122,719 108,546
Debt 3,350,241 2,929,411
Total liabilities 3,841,964 3,370,591
Total equity $ 2,337,414 $ 2,329,171
Total liabilities and equity $ 6,179,378 $ 5,699,762
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, the Company calculates FFO as net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses on real estate transactions 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. The Company has calculated FFO for all periods presented in accordance with this definition.
In addition to FFO, the Company presents FFOAA and AFFO. FFOAA is presented by adding to FFO retirement and severance expense, transaction costs, provision (benefit) for credit losses, net, costs associated with loan refinancing or payoff, preferred share redemption costs and impairment of operating lease right-of-use assets and subtracting sale participation income, gain on insurance recovery and deferred income tax (benefit) expense. AFFO is presented by adding to FFOAA non-real estate depreciation and amortization, deferred financing fees amortization and share-based compensation expense to management and Trustees, and subtracting amortization of above and below market leases, net and tenant allowances, straight-lined rental revenue (removing the impact of straight-lined ground sublease expense), the non-cash portion of mortgage and other financing income and the allocated share of joint venture non-cash items. To be consistent with the definitions used by most other triple-net REITs, the Company revised its definition of AFFO during the third quarter of 2026 to no longer deduct maintenance capital expenditures, and has recast AFFO for all prior periods presented to reflect this change. Reconciliations of AFFO and AFFO per diluted common share calculated under the previous definition to AFFO and AFFO per diluted common share calculated under the revised definition are included in the following table (unaudited, dollars in thousands except per share data):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 % Change 2026 2025 % Change
Previous AFFO $ 120,104 $ 108,070 11.1 % $ 331,985 $ 296,850 11.8 %
Add: Maintenance capital expenditures 965 564 1,685 3,673
Revised AFFO $ 121,069 $ 108,634 11.4 % $ 333,670 $ 300,523 11.0 %
Previous AFFO per diluted common share $ 1.53 $ 1.39 10.1 % $ 4.24 $ 3.83 10.7 %
Add: Maintenance capital expenditures per diluted common share 0.01 — 0.02 0.05
Revised AFFO per diluted common share $ 1.54 $ 1.39 10.8 % $ 4.26 $ 3.88 9.8 %
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 FFO, FFOAA and AFFO, including per share amounts for the three and nine months ended September 30, 2026 and 2025, respectively, and reconciles such measures to net income available to common shareholders, the most directly comparable GAAP measure:
EPR Properties
Reconciliation of Non-GAAP Financial Measures
(Unaudited, dollars in thousands except per share data)
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
FFO:
Net income available to common shareholders of EPR Properties $ 94,137 $ 60,554 $ 211,841 $ 189,928
Gain on real estate transactions (30,457) (8,073) (31,666) (34,236)
Real estate depreciation and amortization 50,938 42,257 144,203 125,128
Allocated share of joint venture depreciation 999 989 2,991 3,010
FFO available to common shareholders of EPR Properties $ 115,617 $ 95,727 $ 327,369 $ 283,830
FFO available to common shareholders of EPR Properties $ 115,617 $ 95,727 $ 327,369 $ 283,830
Add: Preferred dividends for Series C preferred shares 1,890 1,938 5,766 5,814
Add: Preferred dividends for Series E preferred shares 1,938 1,938 5,814 5,814
Diluted FFO available to common shareholders of EPR Properties $ 119,445 $ 99,603 $ 338,949 $ 295,458
FFOAA:
FFO available to common shareholders of EPR Properties $ 115,617 $ 95,727 $ 327,369 $ 283,830
Retirement and severance expense — 1,094 1,423 1,094
Transaction costs 187 492 525 1,728
Provision (benefit) for credit losses, net 836 9,117 (4,623) 9,462
Costs associated with loan refinancing or payoff 605 — 605 —
Deferred income tax expense (benefit) 146 (53) 515 (676)
FFOAA available to common shareholders of EPR Properties $ 117,391 $ 106,377 $ 325,814 $ 295,438
FFOAA available to common shareholders of EPR Properties $ 117,391 $ 106,377 $ 325,814 $ 295,438
Add: Preferred dividends for Series C preferred shares 1,890 1,938 5,766 5,814
Add: Preferred dividends for Series E preferred shares 1,938 1,938 5,814 5,814
Diluted FFOAA available to common shareholders of EPR Properties $ 121,219 $ 110,253 $ 337,394 $ 307,066
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
AFFO:
FFOAA available to common shareholders of EPR Properties $ 117,391 $ 106,377 $ 325,814 $ 295,438
Non-real estate depreciation and amortization 142 152 464 450
Deferred financing fees amortization 3,100 2,120 8,471 6,428
Share-based compensation expense to management and trustees 4,929 3,907 13,324 11,686
Amortization of above and below market leases, net and tenant allowances 167 (81) 11 (243)
Straight-lined rental revenue (4,658) (3,541) (13,154) (12,075)
Straight-lined ground sublease expense 377 (4) 46 (2)
Non-cash portion of mortgage and other financing income (379) (296) (1,306) (1,159)
AFFO available to common shareholders of EPR Properties $ 121,069 $ 108,634 $ 333,670 $ 300,523
AFFO available to common shareholders of EPR Properties $ 121,069 $ 108,634 $ 333,670 $ 300,523
Add: Preferred dividends for Series C preferred shares 1,890 1,938 5,766 5,814
Add: Preferred dividends for Series E preferred shares 1,938 1,938 5,814 5,814
Diluted AFFO available to common shareholders of EPR Properties $ 124,897 $ 112,510 $ 345,250 $ 312,151
FFO per common share:
Basic $ 1.51 $ 1.26 $ 4.28 $ 3.73
Diluted 1.47 1.23 4.18 3.67
FFOAA per common share:
Basic $ 1.53 $ 1.40 $ 4.26 $ 3.89
Diluted 1.49 1.37 4.16 3.81
AFFO per common share:
Basic $ 1.58 $ 1.43 $ 4.36 $ 3.95
Diluted 1.54 1.39 4.26 3.88
Shares used for computation (in thousands):
Basic 76,597 76,127 76,482 76,006
Diluted 77,239 76,668 77,033 76,496
Weighted average shares outstanding-diluted EPS 77,239 76,668 77,033 76,496
Effect of dilutive Series C preferred shares 2,332 2,352 2,322 2,344
Effect of dilutive Series E preferred shares 1,677 1,668 1,674 1,667
Adjusted weighted average shares outstanding-diluted Series C and Series E 81,248 80,688 81,029 80,507
Other financial information:
Dividends per common share $ 0.930 $ 0.885 $ 2.760 $ 2.635
The conversion of the 5.75% Series C cumulative convertible preferred shares and the 9.00% Series E cumulative convertible preferred shares would be dilutive to FFO, FFOAA and AFFO per share for the three and nine months ended September 30, 2026 and 2025. Therefore, the additional common shares that would result from the conversion and the corresponding add-back of the
preferred dividends declared on those shares are included in the calculation of diluted FFO, FFOAA and AFFO per share for those periods.
Net Debt and Proforma Net Debt
Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced for cash and cash equivalents. By excluding deferred financing costs, net, and reducing debt for cash and cash equivalents on hand, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. Proforma Net Debt is presented by subtracting the estimated net proceeds from forward sale agreements under the Company's ATM Program from Net Debt. The Company believes both of these calculations constitute beneficial supplemental non-GAAP financial disclosures to investors in understanding our financial condition. The Company's method of calculating Net Debt and Proforma Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
Gross Assets
Gross Assets represents total assets (reported in accordance with GAAP) adjusted to exclude accumulated depreciation and reduced by cash and cash equivalents. By excluding accumulated depreciation and reducing cash and cash equivalents, the result provides an estimate of the investment made by the Company. The Company believes that investors commonly use versions of this calculation in a similar manner. The Company's 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 and Proforma Net Debt to Gross Assets Ratio
Net Debt to Gross Assets Ratio and Proforma Net Debt to Gross Assets Ratio are supplemental measures derived from non-GAAP financial measures that the Company uses to evaluate capital structure and the magnitude of debt to gross assets. The Company believes that investors commonly use versions of these ratios in similar manners. The Company's method of calculating the Net Debt to Gross Assets Ratio and Proforma Net Debt to Gross Assets Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
EBITDAre
NAREIT developed EBITDAre as a relative non-GAAP financial measure of REITs, independent of a company's capital structure, to provide a uniform basis to measure the enterprise value of a company. Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, the Company calculates EBITDAre as net income, computed in accordance with GAAP, excluding interest expense (net), income tax (benefit) expense, depreciation and amortization, gains and losses on real estate transactions, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates.
Management provides EBITDAre herein because it believes this information is useful to investors as a supplemental performance measure because it can help facilitate comparisons of operating performance between periods and with other REITs. The Company's 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 the Company's 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. The Company defines 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.
The Company's 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 the Company's operations or cash flows or liquidity as defined by GAAP.
Net Debt to Adjusted EBITDAre Ratio and Proforma Net Debt to Adjusted EBITDAre Ratio
Net Debt to Adjusted EBITDAre Ratio and Proforma Net Debt to Adjusted EBITDAre Ratio are supplemental measures derived from non-GAAP financial measures that the Company uses to evaluate our capital structure and the magnitude of our debt against our operating performance. The Company believes that investors commonly use versions of these ratios in similar manners. In addition, financial institutions use versions of these ratios in connection with debt agreements to set pricing and covenant limitations. The Company's method of calculating the Net Debt to Adjusted EBITDAre Ratio and Proforma Net Debt to Adjusted EBITDAre Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
Reconciliations of debt, total assets and net income (all reported in accordance with GAAP) to Net Debt, Proforma Net Debt, Gross Assets, Net Debt to Gross Assets Ratio, Proforma Net Debt to Gross Assets Ratio, EBITDAre, Adjusted EBITDAre, Net Debt to Adjusted EBITDAre Ratio and Proforma Net Debt to Adjusted EBITDAre Ratio (each of which is a non-GAAP financial measure), as applicable, are included in the following tables (unaudited, in thousands except ratios):
September 30,
2026 2025
Net Debt:
Debt $ 3,350,241 $ 2,768,387
Deferred financing costs, net 24,754 15,205
Cash and cash equivalents (52,354) (13,710)
Net Debt $ 3,322,641 $ 2,769,882
Proforma Net Debt:
Net Debt $ 3,322,641 $ 2,769,882
Estimated net proceeds from forward sale agreements (1) (134,580) —
Proforma Net Debt $ 3,188,061 $ 2,769,882
Gross Assets:
Total Assets $ 6,179,378 $ 5,543,897
Accumulated depreciation 1,830,912 1,671,309
Cash and cash equivalents (52,354) (13,710)
Gross Assets $ 7,957,936 $ 7,201,496
Debt to Total Assets Ratio 54 % 50 %
Net Debt to Gross Assets Ratio 42 % 38 %
Proforma Net Debt to Gross Assets Ratio 40 % 38 %
Three Months Ended September 30,
2026 2025
EBITDAre and Adjusted EBITDAre:
Net income $ 100,121 $ 66,586
Interest expense, net 40,310 33,238
Income tax expense 774 725
Depreciation and amortization 51,080 42,409
Gain on real estate transactions (30,457) (8,073)
Costs associated with loan refinancing or payoff 605 —
Allocated share of joint venture depreciation 999 989
Allocated share of joint venture interest expense 570 497
EBITDAre $ 164,002 $ 136,371
Retirement and severance expense — 1,094
Transaction costs 187 492
Provision (benefit) for credit losses, net 836 9,117
Adjusted EBITDAre (for the quarter) $ 165,025 $ 147,074
Adjusted EBITDAre (annualized) (2) $ 660,100 $ 588,296
Net Debt/Adjusted EBITDAre Ratio 5.0 4.7
Proforma Net Debt/Adjusted EBITDAre Ratio 4.8 4.7
(1) Represents proforma adjustment for estimated net proceeds from forward sale agreements that have not settled as if they had been physically settled for cash as of the date presented. Settlement of these shares is subject to customary closing conditions, and actual net proceeds will be net of costs and certain adjustments calculated on the settlement date.
(2) Adjusted EBITDAre for the quarter is multiplied by four to calculate an annualized amount but does not include the annualization of investments put in service, acquired or disposed of during the quarter, as well as the potential earnings on property under development, the annualization of percentage rent and participating interest and adjustments for other items. See detailed calculation and reconciliation of Annualized Adjusted EBITDAre, Net Debt/Annualized Adjusted EBITDAre Ratio and Proforma Net Debt/Annualized Adjusted EBITDAre Ratio that includes these adjustments in the Company's Supplemental Operating and Financial Data for the quarter ended September 30, 2026.
Total Investments
Total investments is a non-GAAP financial measure defined as the sum of the carrying values of real estate investments (before accumulated depreciation), land held for development, property under development, mortgage notes receivable and related accrued interest receivable, net, investment in joint ventures, intangible assets, gross (before accumulated amortization and included in other assets) and notes receivable and related accrued interest receivable, net (included in other assets). Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company's funds have been invested. Our method of calculating total investments may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. A reconciliation of total assets (computed in accordance with GAAP) to total investments is included in the following table (unaudited, in thousands):
September 30, 2026 December 31, 2025
Total assets $ 6,179,378 $ 5,699,762
Operating lease right-of-use assets (211,134) (170,755)
Cash and cash equivalents (52,354) (90,577)
Restricted cash (4,923) (8,071)
Accounts receivable (107,066) (97,855)
Add: accumulated depreciation on real estate investments 1,830,912 1,714,886
Add: accumulated amortization on intangible assets (1) 34,116 31,584
Prepaid expenses and other current assets (1) (49,319) (37,237)
Total investments $ 7,619,610 $ 7,041,737
Total Investments:
Real estate investments, net of accumulated depreciation $ 4,960,604 $ 4,494,259
Add back accumulated depreciation on real estate investments 1,830,912 1,714,886
Land held for development 20,168 20,168
Property under development 52,105 54,905
Mortgage notes and related accrued interest receivable, net 639,618 679,254
Investment in joint ventures 11,248 12,316
Intangible assets, gross (1) 104,816 63,239
Notes receivable and related accrued interest receivable, net (1) 139 2,710
Total investments $ 7,619,610 $ 7,041,737
(1) Included in other assets in the accompanying consolidated balance sheet. Other assets include the following:
September 30, 2026 December 31, 2025
Intangible assets, gross $ 104,816 $ 63,239
Less: accumulated amortization on intangible assets (34,116) (31,584)
Notes receivable and related accrued interest receivable, net 139 2,710
Prepaid expenses and other current assets 49,319 37,237
Total other assets $ 120,158 $ 71,602
About EPR Properties
EPR Properties (NYSE:EPR) is the leading diversified experiential net lease real estate investment trust (REIT), specializing in select enduring experiential properties in the real estate industry. We focus on real estate venues that create value by facilitating out-of-home leisure and recreation experiences where consumers choose to spend their discretionary time and money. We have total assets of approximately $6.2 billion (after accumulated depreciation of approximately $1.8 billion) across 43 states and Canada. We adhere to rigorous underwriting and investing criteria centered on key industry, property and tenant level cash flow standards. We believe our focused approach provides a competitive advantage and the potential for stable and attractive returns. Further information is available at www.eprkc.com.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The financial results in this press release reflect preliminary, unaudited results, which are not final until the Company’s Quarterly Report on Form 10-Q is filed. 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 guidance, our capital resources and liquidity, our pursuit of growth opportunities, the timing of transaction closings and investment spending, our ongoing negotiations to exit from certain joint ventures or the ultimate terms of any such exit, our expected cash flows, the performance of our customers, our expected cash collections and our results of operations and financial condition. The forward-looking statements presented herein are based on the Company's current expectations. 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 contained or incorporated by reference herein. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These 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 most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports 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 hereof 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 hereof.
EPR Properties
Brian Moriarty, 816-472-1700
www.eprkc.com
EX-99.2 — EARNINGS RELEASE PRESENTATION
EX-99.2
Filename: q32026earningscallpresen.htm · Sequence: 3
q32026earningscallpresen
2 The financial results in this document reflect preliminary, unaudited results, which are not final until the Company’s Annual Report on Form 10-K is filed. 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 guidance, our capital resources and liquidity, our pursuit of growth opportunities, the timing of transaction closings and investment spending, our ongoing negotiations to exit from certain joint ventures or the ultimate terms of any such exit, 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 contained or incorporated by reference herein. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These 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 most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports 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 hereof 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 hereof. DISCLAIMER
INTRODUCTORY COMMENTS
4 QUARTERLY HIGHLIGHTS Growth: Q3 revenue up 12% & FFO as adjusted per share up 8.8% Strong Investments Broadened Experiential Portfolio • Established important new relationships • Entered Live Venues category with Live Nation in Portland, OR • Acquired Life Time Fitness property in Irvine, CA Portfolio Coverage Incrementally Increased: coverage at 2.1x Continue to Draw on Multiple Sources of Capital • Recycled capital through sale of private school • Entered into forward sale agreements under ATM • Executed new credit agreement with $600M term loan • Have capacity to fund strong pipeline of opportunities with credit facilities & forward equity in place Raising Guidance: increasing 2026 investment spending & earnings guidance; earnings midpoint at 8% increase over 2025 Continued Growth Acceleration & Momentum Across the Business
PORTFOLIO
6 Firsts for EPR: first investment in live performance venue with Live Nation & first acquisition of Life Time fitness center Investments Diversified Across Property Types: new category Live Venues, as well as Fitness & Wellness, Eat & Play, Experiential Lodging Theatre Exposure Decline: Theatres at roughly 1/3 of the portfolio; goal is ~20% Additional Investment: ~$21M additional investment for existing experiential development & redevelopment projects expected in 2026 INVESTMENT ACTIVITY Invested $172.4M in Q3 at average initial cash yield of ~8.3%, bringing YTD to $664.5M Increased 2026 Investment Guidance $675M - $725M Live Nation Steelhead Life Time Irvine
7 PIPELINE Breadth unparalleled in recent memory COST OF CAPITAL 3 factors in our favor • Rate protection prior to closing; provides buffer during market volatility • We generally compete with alternative forms of capital; debt capital reprices faster, so clients are receptive to conversations on pricing • Proprietary pipeline built on relationships; higher average entry yields provide natural cushion PIPELINE & COST OF CAPITAL
8 PORTFOLIO OVERVIEW Experiential Portfolio Education Portfolio Overall Portfolio $7.6B Gross Investments 350 Properties 99% Leased/Operated 96% of ABR 296 Properties 61 Operators 99% Leased/Operated 4% of ABR 54 Properties 4 Operators 100% Leased/Operated
9*BoxOfficeMojo PORTFOLIO UPDATE Portfolio Coverage of 2.1x Demonstrates Enduring Preference for Experiences Over Things Our Portfolio: diversified experiences appealing to many generations & incomes Theatres: content drives performance; box office up ~20% YTD* • Gen Z are 40% of moviegoers and Gen Alpha prefers the big screen • Our theatres 71% with recliners; 84% with enhanced F&B; 69% with premium screens 3% of North American theatres; generate roughly 8% of NABOG Live Venues: young people lining up for concerts & comedy shows; will partner with leading companies at forefront of trends such as Live Nation Eat & Play: solid performance, strengthened by the quality of our locations, despite broader industry moderation Attractions: delivered strong performance in Q3 Fitness & Wellness: performed well in Q3; stabilizing trends Education: remains resilient despite industry-wide headwinds Dispositions: sold British School of Chicago at cap rate in low 7% range • Updated disposition guidance to $86M
FINANCIAL REVIEW
1 1*See the most recently filed Supplemental Operating and Financial Data for definitions and calculations of these non-GAAP measures FINANCIAL HIGHLIGHTS FINANCIAL PERFORMANCE QUARTER ENDED SEPTEMBER 30, 2026 2025 $ Change % Change Total Revenue $204.1 $182.3 $21.8 12.0% Net Income – Common 94.1 60.6 33.6 55.5% FFO as adj. – Common* 117.4 106.4 11.0 10.4% AFFO – Common* 121.1 108.6 12.4 11.4% Net Income/share – Common 1.22 .79 0.43 54.4% FFO/share - Common, as adj.* 1.49 1.37 0.12 8.8% AFFO/share - Common* 1.54 1.39 0.15 10.8% (In millions except per-share data)
1 2*See the most recently filed Supplemental Operating and Financial Data for definitions and calculations of these non-GAAP measures FINANCIAL HIGHLIGHTS FINANCIAL PERFORMANCE NINE MONTHS ENDED SEPTEMBER 30, 2026 2025 $ Change % Change Total Revenue $581.4 $535.4 $46.0 8.6% Net Income – Common 211.8 189.9 21.9 11.5% FFO as adj. – Common* 325.8 295.4 30.4 10.3% AFFO – Common* 333.7 300.5 33.1 11.0% Net Income/share – Common 2.75 2.48 0.27 10.9% FFO/share - Common, as adj.* 4.16 3.81 0.35 9.2% AFFO/share - Common* 4.26 3.88 0.38 9.8% (In millions except per-share data)
1 3*See the most recently filed Supplemental Operating and Financial Data for definitions and calculations of these non-GAAP measures FINANCIAL HIGHLIGHTS FINANCIAL PERFORMANCE QUARTER ENDED SEPTEMBER 30, 2026 Fixed charge coverage 3.5x Debt service coverage 4.0x Interest coverage 4.0x Proforma Net Debt to Adjusted EBITDAre 4.8x Proforma Net Debt to Annualized Adjusted EBITDAre 4.9x Proforma Net Debt to Gross Assets 40% AFFO payout 60%
1 4 Debt › $3.3B total debt; $2.8B fixed rate at overall weighted avg. = 4.4% › Repaid in full $179.6M of Series B senior unsecured notes issued in private placement transaction New $1.6B Credit Facility › Extends maturity date to 2030 (with two six-month extension options) and reduces interest rate on $1.0B revolving credit facility by 5 bps › Establishes a new $600.0M delayed draw term loan facility due in 2032 with interest at SOFR + 115 bps; fully drawn on September 30, 202 ATM Program › Entered into two forward sale agreements for initial gross sales proceeds of $66.6M; average sale price of $60.79 per share › At September 30, 2026, total estimated net proceeds from unsettled forward sale agreements was $134.6M, representing 2,285,835 common shares Liquidity Position at 09/30/2026 › $52.4M unrestricted cash › No outstanding balance on $1.0B revolver › $134.6M of cash available to draw down on unsettled forward sale agreements CAPITAL MARKETS UPDATE
1 5*See the most recently filed Supplemental Operating and Financial Data for definitions and calculations of these non-GAAP measures 2026 GUIDANCE REVISED GUIDANCE PRIOR GUIDANCE FFO as Adjusted per share* $5.49 - $5.57 $5.41 - $5.57 Increase at Midpoint vs. Prior Year 8.0% 7.2% Investment Spending $675M - $725M $600M - $700M Disposition Proceeds $86M $50M - $100M Percentage Rent & Participating Interest $21.5M - $24.5M $18.5M - $22.5M General & Administrative Expense $57M - $59M $56M - $59M Other Income $44M - $50M $40M - $50M Other Expense $43M - $49M $40M - $50M 5.1% Monthly Dividend Increase $0.31/share $0.31/share
CLOSING COMMENTS
QUESTIONS
EX-99.3 — SUPPLEMENTAL OPERATING AND FINANCIAL DATA
EX-99.3
Filename: ex993-eprx9302026supplemen.htm · Sequence: 4
Document
Exhibit 99.3
TABLE OF CONTENTS
SECTION PAGE
Company Profile
4
Investor Information
5
Selected Financial Information
6
Selected Balance Sheet Information
7
Selected Operating Data
8
Funds From Operations and Funds From Operations as Adjusted
9
Adjusted Funds From Operations
10
Capital Structure
11
Summary of Ratios
16
Summary of Mortgage Notes Receivable
17
Investment Spending and Disposition Summaries
18
Property Under Development - Investment Spending Estimates
19
Portfolio Detail
20
Lease Expirations
21
Top Ten Customers by Percentage of Annualized Base Revenue (ABR)
22
Guidance
23
Definitions - Non-GAAP Financial Measures
24
Appendix - Reconciliation of Certain Non-GAAP Financial Measures
27
Q3 2026 Supplemental
Page 2
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The financial results in this document reflect preliminary, unaudited results, which are not final until the Company’s Quarterly Report on Form 10-Q is filed. 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 guidance, our capital resources and liquidity, our pursuit of growth opportunities, the timing of transaction closings and investment spending, our ongoing negotiations to exit from certain joint ventures or the ultimate terms of any such exit, 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 contained or incorporated by reference herein. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These 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 most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports 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 hereof 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 hereof.
NON-GAAP INFORMATION
This document contains certain non-GAAP measures. These non-GAAP measures, as calculated by the Company, are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these non-GAAP measures are not measurements of financial performance or liquidity under GAAP and should not be considered alternatives to the Company's other financial information determined under GAAP. See pages 24 through 26 for definitions of certain non-GAAP financial measures used in this document and the reconciliations of certain non-GAAP measures on pages 9 and 10 and in the Appendix on pages 27 through 31.
Q3 2026 Supplemental
Page 3
COMPANY PROFILE
THE COMPANY COMPANY STRATEGY
EPR Properties ("we," "us," "our," "EPR" or the "Company") is a self-administered and self-managed real estate investment trust. EPR was formed in August 1997 as a Maryland real estate investment trust ("REIT"), and an initial public offering was completed on November 18, 1997. Our primary business objective is to enhance shareholder value by achieving predictable growth in Funds from Operations As Adjusted ("FFOAA") and dividends per share.
Our strategic growth is focused on acquiring or developing a diversified portfolio of experiential real estate venues which create value by facilitating out-of-home congregate entertainment, recreation and leisure experiences where consumers choose to spend their discretionary time and money. This strategy is driven by the long-term trends of the growing experience economy.
Since that time, the Company has been a leading Experiential net lease REIT, specializing in select enduring experiential properties. We are focused on growing our Experiential portfolio with properties that offer a variety of enduring, congregate entertainment, recreation and leisure activities. Separately, our Education portfolio is a legacy investment that provides additional geographic and operator diversity.
This focus is consistent with our depth of knowledge across each of our property types, creating a competitive advantage that allows us to more quickly identify key market trends. We deliberately apply information and our ingenuity to target properties that represent logical extensions within each of our existing property types or potential future investments.
As part of our strategic planning and portfolio management process we assess new opportunities against the following underwriting principles:
BUILDING THE PREMIER EXPERIENTIAL REAL ESTATE PORTFOLIO
Q3 2026 Supplemental
Page 4
INVESTOR INFORMATION
SENIOR MANAGEMENT
Greg Silvers Mark Peterson
Chairman and Chief Executive Officer Executive Vice President and Chief Financial Officer
Tonya Mater Ben Fox
Senior Vice President and Chief Accounting Officer Executive Vice President and Chief Investment Officer
Paul Turvey Elizabeth Grace
Senior Vice President, General Counsel and Secretary Senior Vice President - Human Resources and Administration
Brian Moriarty Gwen Johnson
Senior Vice President - Corporate Communications Senior Vice President - Asset Management
COMPANY INFORMATION
CORPORATE HEADQUARTERS TRADING SYMBOLS
909 Walnut Street, Suite 200 Common Stock:
Kansas City, MO 64106 EPR
816-472-1700 Preferred Stock:
www.eprkc.com EPR-PrC
STOCK EXCHANGE LISTING EPR-PrE
New York Stock Exchange EPR-PrG
EQUITY RESEARCH COVERAGE
Bank of America Merrill Lynch Jana Galan 646-855-5042
Citi Global Markets Nick Joseph/Smedes Rose 212-816-6243
Citizens Capital Markets & Advisory Mitch Germain 212-906-3537
Huntington Capital Markets Rob Stevenson 212-845-6139
J.P. Morgan Anthony Paolone 212-622-6682
Kansas City Capital Associates Jonathan Braatz 816-932-8019
KeyBanc Capital Markets Todd Thomas/Upal Rana 917-368-2286
Raymond James & Associates RJ Milligan 727-567-2585
RBC Capital Markets Michael Carroll 440-715-2649
Stifel Simon Yarmak 443-224-1345
Truist Michael Lewis 212-319-5659
UBS Michael Goldsmith 212-713-2951
Wells Fargo James Feldman 212-214-5326
EPR Properties is followed by the analysts identified above. Please note that any opinions, estimates, forecasts or recommendations regarding EPR Properties’ performance made by these analysts are theirs alone and do not represent opinions, estimates, forecasts or recommendations of EPR Properties or its management. EPR Properties does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.
Q3 2026 Supplemental
Page 5
SELECTED FINANCIAL INFORMATION
(UNAUDITED, DOLLARS AND SHARES IN THOUSANDS)
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
OPERATING INFORMATION: 2026 2025 2026 2025
Revenue $ 204,102 $ 182,306 $ 581,433 $ 535,407
Net income available to common shareholders of EPR Properties 94,137 60,554 211,841 189,928
EBITDAre (1) 164,002 136,371 463,422 404,733
Adjusted EBITDAre (1) 165,025 147,074 460,747 417,017
Interest expense, net 40,310 33,238 113,348 99,505
Capitalized interest 152 758 740 3,154
Straight-lined rental revenue 4,658 3,541 13,154 12,075
Percentage rent and participating interest 9,792 7,042 17,153 16,721
Dividends declared on preferred shares 5,984 6,032 18,056 18,104
Dividends declared on common shares 71,249 67,376 211,231 200,464
General and administrative expense 14,809 14,001 43,027 41,255
SEPTEMBER 30,
BALANCE SHEET INFORMATION: 2026 2025
Total assets $ 6,179,378 $ 5,543,897
Accumulated depreciation 1,830,912 1,671,309
Cash and cash equivalents 52,354 13,710
Total assets before accumulated depreciation less cash and cash equivalents (gross assets) 7,957,936 7,201,496
Debt 3,350,241 2,768,387
Deferred financing costs, net 24,754 15,205
Net debt (1) 3,322,641 2,769,882
Estimated net proceeds from forward sale agreements (2) 134,580 —
Proforma net debt (1) 3,188,061 2,769,882
Equity 2,337,414 2,328,782
Common shares outstanding 76,613 76,138
Total market capitalization (using EOP closing price and liquidation values) (3) 7,990,553 7,557,640
Debt to total assets ratio 54 % 50 %
Net debt to total market capitalization ratio (1) 42 % 37 %
Net debt to gross assets ratio (1) 42 % 38 %
Proforma net debt/gross assets ratio (1) 40 % n/a
Net debt/Adjusted EBITDAre ratio (1) (4) 5.0 4.7
Proforma net debt/Adjusted EBITDAre ratio (1) (4) 4.8 n/a
Net debt/Annualized adjusted EBITDAre ratio (1) (5) 5.1 4.9
Proforma net debt/Annualized adjusted EBITDAre ratio (1) (5) 4.9 n/a
(1) See pages 24 through 26 for definitions. See calculation on page 30, as applicable.
(2) Represents proforma adjustment for estimated net proceeds from forward sale agreements that have not settled as if they had been physically settled for cash as of the date presented.
(3) See calculation on page 15.
(4) Adjusted EBITDAre in this calculation is for the three-month period multiplied by four. See pages 24 through 26 for definitions. See calculation on page 30.
(5) Annualized adjusted EBITDAre is adjusted EBITDAre for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other items, which is then multiplied by four. These calculations can be found on page 30 under the reconciliation of Adjusted EBITDAre and Annualized Adjusted EBITDAre. See pages 24 through 26 for definitions.
Q3 2026 Supplemental
Page 6
SELECTED BALANCE SHEET INFORMATION
(UNAUDITED, DOLLARS IN THOUSANDS)
ASSETS 3RD QUARTER 2026 2ND QUARTER 2026 1ST QUARTER 2026 4TH QUARTER 2025 3RD QUARTER 2025 2ND QUARTER 2025
Real estate investments $ 6,791,516 $ 6,755,716 $ 6,346,438 $ 6,209,145 $ 6,051,937 $ 6,044,295
Less: accumulated depreciation (1,830,912) (1,801,757) (1,756,760) (1,714,886) (1,671,309) (1,641,916)
Land held for development 20,168 20,168 20,168 20,168 20,168 20,168
Property under development 52,105 10,046 23,377 54,905 67,381 84,195
Operating lease right-of-use assets 211,134 199,192 166,646 170,755 168,730 177,919
Mortgage notes and related accrued interest receivable, net 639,618 616,881 614,759 679,254 696,438 666,154
Investment in joint ventures 11,248 8,693 9,684 12,316 14,046 9,680
Cash and cash equivalents 52,354 16,197 68,465 90,577 13,710 12,955
Restricted cash 4,923 4,388 6,091 8,071 15,982 15,765
Accounts receivable 107,066 111,421 101,230 97,855 92,291 94,514
Other assets 120,158 111,168 82,714 71,602 74,523 77,151
Total assets $ 6,179,378 $ 6,052,113 $ 5,682,812 $ 5,699,762 $ 5,543,897 $ 5,560,880
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued liabilities $ 95,530 $ 78,750 $ 100,697 $ 99,392 $ 113,475 $ 101,543
Operating lease liabilities 243,740 231,884 200,118 204,747 203,269 216,411
Common dividends payable 23,750 23,730 23,717 22,463 22,461 22,454
Preferred dividends payable 5,984 6,032 6,032 6,032 6,032 6,032
Unearned rents and interest 122,719 109,280 104,701 108,546 101,491 90,379
Line of credit — 360,000 — — 379,000 405,000
Deferred financing costs, net (24,754) (21,579) (23,215) (25,181) (15,205) (16,622)
Other debt 3,374,995 2,954,592 2,954,592 2,954,592 2,404,592 2,404,592
Total liabilities 3,841,964 3,742,689 3,366,642 3,370,591 3,215,115 3,229,789
Equity:
Common shares and additional paid-in capital 4,001,737 3,996,545 3,991,743 3,978,935 3,973,626 3,968,520
Preferred shares at par value 147 148 148 148 148 148
Treasury shares (308,561) (308,561) (308,433) (295,290) (295,268) (295,258)
Accumulated other comprehensive (loss) income (860) (771) 609 1,037 (587) (4)
Distributions in excess of net income (1,355,049) (1,377,937) (1,367,897) (1,355,659) (1,349,137) (1,342,315)
Total equity 2,337,414 2,309,424 2,316,170 2,329,171 2,328,782 2,331,091
Total liabilities and equity $ 6,179,378 $ 6,052,113 $ 5,682,812 $ 5,699,762 $ 5,543,897 $ 5,560,880
Q3 2026 Supplemental
Page 7
SELECTED OPERATING DATA
(UNAUDITED, DOLLARS IN THOUSANDS)
3RD QUARTER 2026 2ND QUARTER 2026 1ST QUARTER 2026 4TH QUARTER 2025 3RD QUARTER 2025 2ND QUARTER 2025
Rental revenue $ 175,290 $ 169,033 $ 155,185 $ 157,057 $ 154,838 $ 150,351
Other income (1) 14,230 11,764 10,070 9,603 12,135 12,218
Mortgage and other financing income 14,582 15,282 15,997 16,290 15,333 15,499
Total revenue 204,102 196,079 181,252 182,950 182,306 178,068
Property operating expense 15,702 15,366 15,353 14,862 14,478 14,661
Other expense (1) 12,690 11,064 10,989 10,013 11,173 11,959
General and administrative expense 14,809 13,976 14,242 14,575 14,001 13,230
Retirement and severance expense — — 1,423 1,901 1,094 —
Transaction costs 187 45 293 471 492 669
Provision (benefit) for credit losses, net 836 138 (5,597) (985) 9,117 997
Depreciation and amortization 51,080 48,630 44,957 43,582 42,409 42,080
Total operating expenses 95,304 89,219 81,660 84,419 92,764 83,596
Gain on real estate transactions 30,457 182 1,027 5,297 8,073 16,779
Income from operations 139,255 107,042 100,619 103,828 97,615 111,251
Costs associated with loan refinancing or payoff 605 — — — — —
Interest expense, net 40,310 38,275 34,763 33,574 33,238 33,246
Equity in (income) loss from joint ventures (2,555) 984 2,632 2,396 (2,934) 1,681
Income before income taxes 100,895 67,783 63,224 67,858 67,311 76,324
Income tax expense 774 617 614 954 725 681
Net income 100,121 67,166 62,610 66,904 66,586 75,643
Preferred dividend requirements 5,984 6,040 6,032 6,040 6,032 6,040
Net income available to common shareholders of EPR Properties $ 94,137 $ 61,126 $ 56,578 $ 60,864 $ 60,554 $ 69,603
(1) Other income and other expense consist primarily of results from the Company's properties operated through third-party managers.
Q3 2026 Supplemental
Page 8
FUNDS FROM OPERATIONS AND FUNDS FROM OPERATIONS AS ADJUSTED
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
FUNDS FROM OPERATIONS ("FFO") (1): 3RD QUARTER 2026 2ND QUARTER 2026 1ST QUARTER 2026 4TH QUARTER 2025 3RD QUARTER 2025 2ND QUARTER 2025
Net income available to common shareholders of EPR Properties $ 94,137 $ 61,126 $ 56,578 $ 60,864 $ 60,554 $ 69,603
Gain on real estate transactions (30,457) (182) (1,027) (5,297) (8,073) (16,779)
Real estate depreciation and amortization 50,938 48,468 44,797 43,417 42,257 41,939
Allocated share of joint venture depreciation 999 996 996 1,000 989 985
FFO available to common shareholders of EPR Properties $ 115,617 $ 110,408 $ 101,344 $ 99,984 $ 95,727 $ 95,748
FFO available to common shareholders of EPR Properties $ 115,617 $ 110,408 $ 101,344 $ 99,984 $ 95,727 $ 95,748
Add: Preferred dividends for Series C preferred shares 1,890 1,938 1,938 1,938 1,938 1,938
Add: Preferred dividends for Series E preferred shares 1,938 1,938 1,938 1,938 1,938 1,938
Diluted FFO available to common shareholders of EPR Properties $ 119,445 $ 114,284 $ 105,220 $ 103,860 $ 99,603 $ 99,624
FUNDS FROM OPERATIONS AS ADJUSTED ("FFOAA") (1):
FFO available to common shareholders of EPR Properties $ 115,617 $ 110,408 $ 101,344 $ 99,984 $ 95,727 $ 95,748
Retirement and severance expense — — 1,423 1,901 1,094 —
Transaction costs 187 45 293 471 492 669
Provision (benefit) for credit losses, net 836 138 (5,597) (985) 9,117 997
Costs associated with loan refinancing or payoff 605 — — — — —
Deferred income tax expense (benefit) 146 255 114 (170) (53) (93)
FFO as adjusted available to common shareholders of EPR Properties $ 117,391 $ 110,846 $ 97,577 $ 101,201 $ 106,377 $ 97,321
FFO as adjusted available to common shareholders of EPR Properties $ 117,391 $ 110,846 $ 97,577 $ 101,201 $ 106,377 $ 97,321
Add: Preferred dividends for Series C preferred shares 1,890 1,938 1,938 1,938 1,938 1,938
Add: Preferred dividends for Series E preferred shares 1,938 1,938 1,938 1,938 1,938 1,938
Diluted FFO as adjusted available to common shareholders of EPR Properties $ 121,219 $ 114,722 $ 101,453 $ 105,077 $ 110,253 $ 101,197
FFO per common share:
Basic $ 1.51 $ 1.44 $ 1.33 $ 1.31 $ 1.26 $ 1.26
Diluted 1.47 1.41 1.31 1.29 1.23 1.24
FFO as adjusted per common share:
Basic $ 1.53 $ 1.45 $ 1.28 $ 1.33 $ 1.40 $ 1.28
Diluted 1.49 1.42 1.26 1.30 1.37 1.26
Shares used for computation (in thousands):
Basic 76,597 76,521 76,326 76,141 76,127 76,083
Diluted 77,239 77,017 76,573 76,654 76,668 76,571
Effect of dilutive Series C preferred shares 2,332 2,380 2,371 2,361 2,352 2,344
Effect of dilutive Series E preferred shares 1,677 1,674 1,672 1,670 1,668 1,667
Adjusted weighted-average shares outstanding - diluted Series C and Series E 81,248 81,071 80,616 80,685 80,688 80,582
(1) See pages 24 through 26 for definitions.
Q3 2026 Supplemental
Page 9
ADJUSTED FUNDS FROM OPERATIONS
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
ADJUSTED FUNDS FROM OPERATIONS ("AFFO") (1): 3RD QUARTER 2026 2ND QUARTER 2026 1ST QUARTER 2026 4TH QUARTER 2025 3RD QUARTER 2025 2ND QUARTER 2025
FFO available to common shareholders of EPR Properties $ 115,617 $ 110,408 $ 101,344 $ 99,984 $ 95,727 $ 95,748
Adjustments:
Retirement and severance expense — — 1,423 1,901 1,094 —
Transaction costs 187 45 293 471 492 669
Provision (benefit) for credit losses, net 836 138 (5,597) (985) 9,117 997
Costs associated with loan refinancing or payoff 605 — — — — —
Deferred income tax expense (benefit) 146 255 114 (170) (53) (93)
Non-real estate depreciation and amortization 142 162 160 165 152 141
Deferred financing fees amortization 3,100 2,699 2,672 2,380 2,120 2,102
Share-based compensation expense to management and trustees 4,929 4,296 4,099 3,643 3,907 3,912
Amortization of above/below market leases, net and tenant allowances 167 (75) (81) (81) (81) (81)
Straight-lined rental revenue (4,658) (5,006) (3,490) (4,025) (3,541) (5,137)
Straight-lined ground sublease expense 377 (282) (49) (35) (4) —
Non-cash portion of mortgage and other financing income (379) (381) (546) (343) (296) (566)
AFFO available to common shareholders of EPR Properties $ 121,069 $ 112,259 $ 100,342 $ 102,905 $ 108,634 $ 97,692
AFFO available to common shareholders of EPR Properties $ 121,069 $ 112,259 $ 100,342 $ 102,905 $ 108,634 $ 97,692
Add: Preferred dividends for Series C preferred shares 1,890 1,938 1,938 1,938 1,938 1,938
Add: Preferred dividends for Series E preferred shares 1,938 1,938 1,938 1,938 1,938 1,938
Diluted AFFO available to common shareholders of EPR Properties $ 124,897 $ 116,135 $ 104,218 $ 106,781 $ 112,510 $ 101,568
Weighted average diluted shares outstanding (in thousands) 77,239 77,017 76,573 76,654 76,668 76,571
Effect of dilutive Series C preferred shares 2,332 2,380 2,371 2,361 2,352 2,344
Effect of dilutive Series E preferred shares 1,677 1,674 1,672 1,670 1,668 1,667
Adjusted weighted-average shares outstanding - diluted 81,248 81,071 80,616 80,685 80,688 80,582
AFFO per diluted common share $ 1.54 $ 1.43 $ 1.29 $ 1.32 $ 1.39 $ 1.26
Dividends declared per common share $ 0.930 $ 0.930 $ 0.900 $ 0.885 $ 0.885 $ 0.885
AFFO payout ratio (2) 60 % 65 % 70 % 67 % 64 % 70 %
(1) See pages 24 through 26 for definitions, including a change to the Company's definition and calculation of AFFO. The Company has recast AFFO for all periods presented to reflect this change.
(2) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share.
Q3 2026 Supplemental
Page 10
CAPITAL STRUCTURE AS OF SEPTEMBER 30, 2026
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT
PRINCIPAL PAYMENTS DUE ON DEBT:
BONDS/TERM LOAN/OTHER (2) UNSECURED CREDIT FACILITY (1) (2) UNSECURED SENIOR NOTES TOTAL WEIGHTED AVG INTEREST RATE
YEAR
2026 $ — $ — $ 450,000 $ 450,000 4.75%
2027 — — 450,000 450,000 4.50%
2028 — — 400,000 400,000 4.95%
2029 — — 500,000 500,000 3.75%
2030 — — 550,000 550,000 4.75%
2031 — — 400,000 400,000 3.60%
2032 600,000 — — 600,000 5.02%
2033 — — — — —%
2034 — — — — —%
2035 — — — — —%
2036 — — — — —%
Thereafter 24,995 — — 24,995 4.10%
Less: deferred financing costs, net — — — (24,754) —%
Total $ 624,995 $ — $ 2,750,000 $ 3,350,241 4.50%
BALANCE WEIGHTED AVG INTEREST RATE WEIGHTED AVG MATURITY
Fixed rate unsecured debt $ 2,750,000 4.39 % 2.46
Variable rate secured debt 24,995 4.10 % 20.84
Variable rate unsecured debt 600,000 5.02 % 5.30
Less: deferred financing costs, net (24,754) — % —
Total $ 3,350,241 4.50 % 3.10
(1) Unsecured Revolving Credit Facility Summary:
BALANCE RATE
COMMITMENT
AT 9/30/2026
MATURITY
AT 9/30/2026
$1,000,000 $— July 17, 2030 4.87%
(2) During the three months ended September 30, 2026, the Company entered into a Fifth Amended, Restated and Consolidated Credit Agreement (the "Amended Credit Agreement") governing its $1.0 billion senior unsecured revolving credit facility and a new $600.0 million senior unsecured delayed draw term loan facility. The Amended Credit Agreement, among other things, extended the maturity date of the revolver to July 17, 2030, with two six-month extension options, subject to the payment of additional fees and the satisfaction of customary conditions and generally reduced the interest rate payable on outstanding loans by five basis points. The $600.0 million senior unsecured delayed draw term loan facility was fully drawn by the Company as of September 30, 2026. The new term loan bears interest based on the Company's credit ratings (SOFR plus 115 basis points at closing) and matures on January 17, 2032. The Amended Credit Agreement also includes a $1.0 billion accordion feature pursuant to which the maximum borrowing amount under the combined facilities can be increased from $1.6 billion to $2.6 billion, in each case, subject to lender consent and customary conditions.
Q3 2026 Supplemental
Page 11
CAPITAL STRUCTURE AS OF SEPTEMBER 30, 2026 AND DECEMBER 31, 2025
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT (continued)
SUMMARY OF DEBT:
September 30, 2026
December 31, 2025
Senior unsecured notes payable, 4.56%, paid in full on August 24, 2026 $ — $ 179,597
Senior unsecured notes payable, 4.75%, due December 15, 2026 450,000 450,000
Senior unsecured notes payable, 4.50%, due June 1, 2027 450,000 450,000
Senior unsecured notes payable, 4.95%, due April 15, 2028 400,000 400,000
Senior unsecured notes payable, 3.75%, due August 15, 2029 500,000 500,000
Unsecured revolving variable rate credit facility, SOFR + 1.00%, due July 17, 2030 (1) — —
Senior unsecured notes payable, 4.75%, due November 15, 2030 550,000 550,000
Senior unsecured notes payable, 3.60%, due November 15, 2031 400,000 400,000
Unsecured term loan payable, SOFR + 1.15%, due January 17, 2032 (1) 600,000 —
Bonds payable, variable rate, due August 1, 2047 24,995 24,995
Less: deferred financing costs, net (24,754) (25,181)
Total debt $ 3,350,241 $ 2,929,411
(1) During the three months ended September 30, 2026, the Company entered into a Fifth Amended, Restated and Consolidated Credit Agreement (the "Amended Credit Agreement") governing its $1.0 billion senior unsecured revolving credit facility and a new $600.0 million senior unsecured delayed draw term loan facility. The Amended Credit Agreement, among other things, extended the maturity date of the revolver to July 17, 2030, with two six-month extension options, subject to the payment of additional fees and the satisfaction of customary conditions and generally reduced the interest rate payable on outstanding loans by five basis points. The $600.0 million senior unsecured delayed draw term loan facility was fully drawn by the Company as of September 30, 2026. The new term loan bears interest based on the Company's credit ratings (SOFR plus 115 basis points at closing) and matures on January 17, 2032. The Amended Credit Agreement also includes a $1.0 billion accordion feature pursuant to which the maximum borrowing amount under the combined facilities can be increased from $1.6 billion to $2.6 billion, in each case, subject to lender consent and customary conditions.
Q3 2026 Supplemental
Page 12
CAPITAL STRUCTURE
SENIOR NOTES
SENIOR DEBT RATINGS AS OF SEPTEMBER 30, 2026
Moody's Baa3 (stable)
Fitch BBB- (stable)
Standard and Poor's BBB- (stable)
SUMMARY OF COVENANTS
The Company had outstanding public senior unsecured notes with fixed interest rates of 3.60%, 3.75%, 4.50%, 4.75% and 4.95% at September 30, 2026. Interest on these notes is paid semiannually. These public senior unsecured notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the Company's debt to adjusted total assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the Company’s secured debt to adjusted total assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets of not less than 150% of the Company’s outstanding unsecured debt.
The following is a summary of the key financial covenants for the Company's 3.60%, 3.75%, 4.50%, 4.75% and 4.95% public senior unsecured notes, as defined and calculated per the Company's interpretation of the terms of the notes. These calculations, which are not based on U.S. generally accepted accounting principles ("GAAP") measurements, are presented to investors to show the Company's ability to incur additional debt under the terms of the senior unsecured notes only and are not measures of the Company's liquidity or performance. The actual amounts as of September 30, 2026 and June 30, 2026 are:
Actual Actual
NOTE COVENANTS Required 3rd Quarter 2026 (1) 2nd Quarter 2026 (1)
Limitation on incurrence of total debt (Total Debt/Total Assets) ≤ 60% 43% 43%
Limitation on incurrence of secured debt (Secured Debt/Total Assets) ≤ 40% —% —%
Limitation on incurrence of debt: Debt service coverage (Consolidated Income Available for Debt Service/Annual Debt Service) - trailing twelve months ≥ 1.5x 4.2x 4.2x
Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt) ≥ 150% of unsecured debt 232% 232%
(1) See page 14 for details of calculations.
Q3 2026 Supplemental
Page 13
CAPITAL STRUCTURE
SENIOR NOTES
(UNAUDITED, DOLLARS IN THOUSANDS)
COVENANT CALCULATIONS
TOTAL ASSETS: September 30, 2026 TOTAL DEBT: September 30, 2026
Total Assets per balance sheet $ 6,179,378 Secured debt obligations $ 24,995
Add: accumulated depreciation 1,830,912 Unsecured debt obligations:
Less: intangible assets, net (70,700) Unsecured debt 3,350,000
Total Assets $ 7,939,590 Outstanding letters of credit —
Guarantees 10,000
TOTAL UNENCUMBERED ASSETS: September 30, 2026 Derivatives at fair market value, net, if liability —
Total Assets, per above $ 7,939,590 Total unsecured debt obligations: $ 3,360,000
Less: investment in joint ventures (11,248) Total Debt $ 3,384,995
Less: accounts receivable (107,066)
Less: encumbered assets (25,665)
Total Unencumbered Assets $ 7,795,611
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE: 3RD QUARTER 2026 2ND QUARTER 2026 1ST QUARTER 2026 4TH QUARTER 2025 TRAILING TWELVE MONTHS
Adjusted EBITDAre $ 165,025 $ 156,187 $ 139,535 $ 142,620 $ 603,367
Less: straight-line revenue, net, included in adjusted EBITDAre (4,658) (5,006) (3,490) (4,025) (17,179)
Less: joint venture EBITDA (4,124) (514) 1,133 880 (2,625)
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE $ 156,243 $ 150,667 $ 137,178 $ 139,475 $ 583,563
ANNUAL DEBT SERVICE:
Interest expense, gross $ 40,704 $ 38,830 $ 35,893 $ 34,768 $ 150,195
Less: deferred financing fees amortization (3,100) (2,699) (2,672) (2,380) (10,851)
ANNUAL DEBT SERVICE $ 37,604 $ 36,131 $ 33,221 $ 32,388 $ 139,344
DEBT SERVICE COVERAGE 4.2 4.2 4.1 4.3 4.2
Q3 2026 Supplemental
Page 14
CAPITAL STRUCTURE AS OF SEPTEMBER 30, 2026
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT SHARE INFORMATION)
EQUITY
SECURITY SHARES OUTSTANDING
PRICE PER SHARE AT SEPTEMBER 30, 2026
LIQUIDATION PREFERENCE DIVIDEND RATE CONVERTIBLE
CONVERSION RATIO AT SEPTEMBER 30, 2026
CONVERSION PRICE AT SEPTEMBER 30, 2026
Common shares (1) 76,612,723 $56.13 N/A (2) N/A N/A N/A
Series C 5,259,618 $25.54 $131,490 5.750% Y 0.4433 $56.40
Series E 3,445,980 $31.29 $86,150 9.000% Y 0.4866 $51.38
Series G 6,000,000 $19.56 $150,000 5.750% N N/A N/A
CALCULATION OF TOTAL MARKET CAPITALIZATION:
Common shares outstanding at September 30, 2026 multiplied by closing price at September 30, 2026
$ 4,300,272
Aggregate liquidation value of Series C preferred shares (3) 131,490
Aggregate liquidation value of Series E preferred shares (3) 86,150
Aggregate liquidation value of Series G preferred shares (3) 150,000
Net debt at September 30, 2026 (4)
3,322,641
Total market capitalization $ 7,990,553
(1) Excludes 2,285,835 common shares subject to forward sale agreements.
(2) Total monthly dividends declared in the third quarter of 2026 were $0.93 per share.
(3) Excludes accrued unpaid dividends at September 30, 2026.
(4) See pages 24 through 26 for definitions.
Q3 2026 Supplemental
Page 15
SUMMARY OF RATIOS
(UNAUDITED)
3RD QUARTER 2026 2ND QUARTER 2026 1ST QUARTER 2026 4TH QUARTER 2025 3RD QUARTER 2025 2ND QUARTER 2025
Debt to total assets ratio 54% 54% 52% 51% 50% 50%
Net debt to total market capitalization ratio (1) 42% 41% 41% 41% 37% 37%
Net debt to gross assets ratio (1) 42% 42% 39% 39% 38% 39%
Proforma net debt to gross assets ratio (1) 40% 41% 39% n/a n/a n/a
Net debt/Adjusted EBITDAre ratio (1)(2) 5.0 5.3 5.2 5.0 4.7 5.1
Proforma net debt/Adjusted EBITDAre ratio (1)(2) 4.8 5.2 5.1 n/a n/a n/a
Net debt/Annualized adjusted EBITDAre ratio (1)(3) 5.1 5.2 4.9 4.9 4.9 5.0
Proforma net debt/Annualized adjusted EBITDAre ratio (1)(3) 4.9 5.1 4.8 n/a n/a n/a
Interest coverage ratio (4) 4.0 4.0 3.9 4.0 4.2 3.9
Fixed charge coverage ratio (4) 3.5 3.4 3.3 3.4 3.6 3.3
Debt service coverage ratio (4) 4.0 4.0 3.9 4.0 4.2 3.9
FFO payout ratio (5) 63% 66% 69% 69% 72% 71%
FFO as adjusted payout ratio (6) 62% 65% 71% 68% 65% 70%
AFFO payout ratio (7) 60% 65% 70% 67% 64% 70%
(1) See pages 24 through 26 for definitions. See prior period supplementals for detailed calculations, as applicable.
(2) Adjusted EBITDAre is for the quarter multiplied by four. See calculation on page 30.
(3) Annualized adjusted EBITDAre is adjusted EBITDAre for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other items which is then multiplied by four. These calculations can be found on page 30 under the reconciliation of Adjusted EBITDAre and Annualized Adjusted EBITDAre. See pages 24 through 26 for definitions.
(4) See page 28 for detailed calculation.
(5) FFO payout ratio is calculated by dividing dividends declared per common share by FFO per diluted common share.
(6) FFO as adjusted payout ratio is calculated by dividing dividends declared per common share by FFO as adjusted per diluted common share.
(7) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share. See pages 25 and 26 for a change to the Company's definition and calculation of AFFO. The Company has recast AFFO for all periods presented to reflect this change.
Q3 2026 Supplemental
Page 16
SUMMARY OF MORTGAGE NOTES RECEIVABLE
(UNAUDITED, DOLLARS IN THOUSANDS)
CARRYING AMOUNT AS OF (1)
LOCATION INTEREST RATE (2) PAYOFF DATE/MATURITY DATE OUTSTANDING PRINCIPAL AMOUNT OF MORTGAGE SEPTEMBER 30, 2026 DECEMBER 31, 2025
North Carolina 8.00 % 6/30/2027 $ 25,878 $ 25,778 $ 28,992
Oregon (3) 10.50 % 12/31/2028 — — 10,417
Kansas 8.15 % 7/31/2029 9,090 9,200 9,201
Nebraska 9.75 % 6/30/2030 10,905 11,032 10,957
Nebraska 9.75 % 6/30/2030 10,539 10,692 10,676
Tennessee (4) 7.69 % 9/30/2031 — — 70,293
Alaska 8.80 % 7/31/2032 82,000 80,949 80,398
Colorado and California 7.15 % 1/10/2033 46,300 45,931 46,046
Texas 11.31 % 6/1/2033 7,818 7,818 8,330
Texas 10.25 % 11/26/2033 6,449 — —
Colorado 8.47 % 8/16/2034 89,702 88,449 72,683
Vermont 12.88 % 12/1/2034 51,050 51,049 51,708
Ohio and Pennsylvania 11.75 % 12/1/2034 37,562 37,536 37,439
Ohio 12.26 % 12/1/2034 4,550 4,523 4,410
Georgia 8.65 % 6/1/2035 5,923 5,965 5,963
New York 9.52 % 1/5/2036 21,000 21,000 21,000
Utah 10.25 % 5/31/2036 17,505 17,505 17,505
Mississippi 8.40 % 6/12/2036 12,803 11,951 —
Ohio 9.75 % 8/1/2036 18,068 18,068 18,067
North Carolina 8.25 % 9/10/2036 12,600 12,616 —
Oregon 7.35 % 9/8/2037 473 470 —
Colorado 8.00 % 1/31/2038 10,292 10,111 9,891
Michigan 8.25 % 10/14/2042 69,139 70,914 68,485
Massachusetts and New York 8.59 % 1/10/2044 77,000 78,093 76,589
Canada 7.75 % 9/25/2055 19,665 19,968 20,204
Total $ 646,311 $ 639,618 $ 679,254
(1) Amounts include accrued interest and are net of allowance for credit losses.
(2) Weighted average interest rate at September 30, 2026 was approximately 9.12%.
(3) During the second quarter of 2026, the Company received payment in full on this mortgage note receivable.
(4) During the first quarter of 2026, the Company exercised its purchase option to convert this mortgage note receivable into a wholly-owned rental property subject to a long-term triple-net lease.
Q3 2026 Supplemental
Page 17
INVESTMENT SPENDING AND DISPOSITION SUMMARIES
(UNAUDITED, DOLLARS IN THOUSANDS)
INVESTMENT SPENDING THREE MONTHS ENDED SEPTEMBER 30, 2026
INVESTMENT TYPE TOTAL INVESTMENT SPENDING NEW DEVELOPMENT RE-DEVELOPMENT ASSET ACQUISITION MORTGAGE NOTES OR NOTES RECEIVABLE INVESTMENT IN JOINT VENTURES
Theatres $ 298 $ — $ 298 $ — $ — $ —
Eat & Play 54,752 1,999 460 52,293 — —
Experiential Lodging 12,600 — — — 12,600 —
Fitness & Wellness 104,254 39,232 1,069 49,813 14,140 —
Live Venues 473 — — — 473 —
Total Experiential 172,377 41,231 1,827 102,106 27,213 —
Total Investment Spending $ 172,377 $ 41,231 $ 1,827 $ 102,106 $ 27,213 $ —
INVESTMENT SPENDING NINE MONTHS ENDED SEPTEMBER 30, 2026
INVESTMENT TYPE TOTAL INVESTMENT SPENDING NEW DEVELOPMENT RE-DEVELOPMENT ASSET ACQUISITION MORTGAGE NOTES OR NOTES RECEIVABLE INVESTMENT IN JOINT VENTURES
Theatres $ 331 $ — $ 331 $ — $ — $ —
Eat & Play 73,627 19,906 1,428 52,293 — —
Attractions 387,599 — — 387,599 — —
Experiential Lodging 13,171 — — 501 12,600 70
Fitness & Wellness 189,328 39,232 5,820 115,441 28,835 —
Live Venues 473 — — — 473 —
Total Experiential 664,529 59,138 7,579 555,834 41,908 70
Total Investment Spending $ 664,529 $ 59,138 $ 7,579 $ 555,834 $ 41,908 $ 70
2026 DISPOSITIONS
THREE MONTHS ENDED SEPTEMBER 30, 2026
NINE MONTHS ENDED SEPTEMBER 30, 2026
INVESTMENT TYPE TOTAL DISPOSITIONS NET PROCEEDS FROM SALE OF REAL ESTATE NET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTES AND NOTES TOTAL DISPOSITIONS NET PROCEEDS FROM SALE OF REAL ESTATE NET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTES AND NOTES
Theatres $ — $ — $ — $ 473 $ 473 $ —
Eat & Play — — — 10,967 217 10,750
Attractions 3,500 — 3,500 3,500 — 3,500
Fitness & Wellness 2,270 — 2,270 2,270 — 2,270
Total Experiential 5,770 — 5,770 17,210 690 16,520
Education 68,188 68,188 — 68,188 68,188 —
Total Education 68,188 68,188 — 68,188 68,188 —
Total Dispositions $ 73,958 $ 68,188 $ 5,770 $ 85,398 $ 68,878 $ 16,520
Q3 2026 Supplemental
Page 18
PROPERTY UNDER DEVELOPMENT - INVESTMENT SPENDING ESTIMATES AT SEPTEMBER 30, 2026 (1)
(UNAUDITED, DOLLARS IN THOUSANDS)
SEPTEMBER 30, 2026 OWNED BUILD-TO-SUIT SPENDING ESTIMATES
PROPERTY UNDER DEVELOPMENT # OF PROJECTS 4TH QUARTER 2026 1ST QUARTER 2027 2ND QUARTER 2027 3RD QUARTER 2027 THEREAFTER TOTAL EXPECTED COSTS (2) % LEASED
Total Build-to-Suit $ 45,866 9 $ 2,627 $ 1,417 $ 380 $ 7,944 $ 7,745 $ 65,979 100 %
Non-Build-to-Suit Development 6,239
Total Property Under Development $ 52,105
SEPTEMBER 30, 2026 OWNED BUILD-TO-SUIT IN-SERVICE ESTIMATES
# OF PROJECTS 4TH QUARTER 2026 1ST QUARTER 2027 2ND QUARTER 2027 3RD QUARTER 2027 THEREAFTER TOTAL IN-SERVICE (2) ACTUAL IN-SERVICE 3RD QUARTER 2026
Total Build-to-Suit 9 $ 8,999 $ — $ 2,207 $ — $ 54,773 $ 65,979 $ —
SEPTEMBER 30, 2026 MORTGAGE BUILD-TO-SUIT SPENDING ESTIMATES
MORTGAGE NOTES RECEIVABLE # OF PROJECTS 4TH QUARTER 2026 1ST QUARTER 2027 2ND QUARTER 2027 3RD QUARTER 2027 THEREAFTER TOTAL EXPECTED COSTS (2)
Total Build-to-Suit Mortgage Notes $ 167,011 3 $ 18,432 $ 63,982 $ — $ 18,482 $ — $ 267,907
Non-Build-to-Suit Mortgage Notes 472,607
Total Mortgage Notes Receivable $ 639,618
(1) This schedule includes only those properties for which the Company has commenced construction as of September 30, 2026.
(2) "Total Expected Costs" and "Total In-Service" each reflect the total capital costs expected to be funded by the Company through completion (including capitalized interest or accrued interest, as applicable).
Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. Development projects have risks. See Item 1A - "Risk Factors" in the Company's most recent Annual Report on Form 10-K and, to the extent applicable, the Company's Quarterly Reports on Form 10-Q.
Q3 2026 Supplemental
Page 19
PORTFOLIO DETAIL AS OF SEPTEMBER 30, 2026
(UNAUDITED)
PROPERTY TYPE PROPERTIES OPERATORS ANNUALIZED BASE REVENUE (ABR) (1) STRATEGIC FOCUS
Theatres (2) (4) 148 17 34 % Reduce
Eat & Play 62 8 (3) 25 % Grow
Attractions 35 10 16 % Grow
Ski 11 3 7 % Grow
Experiential Lodging (5) 5 5 1 % Grow
Fitness & Wellness 32 15 10 % Grow
Gaming 1 1 2 % Grow
Cultural 1 1 1 % Grow
Live Venues 1 1 — % Grow
EXPERIENTIAL PORTFOLIO 296 61 96 %
EDUCATION PORTFOLIO 54 4 4 % Reduce
TOTAL PORTFOLIO 350 65 100 %
(1) ABR represents annualized base revenue for all leases that have commenced and annualized cash interest for all executed mortgage notes receivable as of the balance sheet date. ABR excludes ground lease base rent paid by the Company's tenants for ground lease payments where the Company is the lessee.
(2) Excludes seven theatres located in Entertainment districts (included in Eat & Play).
(3) Excludes non-theatre operators at Entertainment districts.
(4) Includes one vacant theatre property that the Company intends to sell.
(5) Excludes one experiential lodging property held in unconsolidated joint ventures. The Company is working in good faith with its joint venture partners, the non-recourse debt provider and insurance companies with respect to this property to identify a path forward that the Company expects will result in the eventual removal of this property from the Company's portfolio. Accordingly, the carrying value of the investment in these joint ventures was zero at September 30, 2026.
Q3 2026 Supplemental
Page 20
LEASE EXPIRATIONS
AS OF SEPTEMBER 30, 2026
(UNAUDITED, DOLLARS IN THOUSANDS)
YEAR TOTAL NUMBER OF PROPERTIES
ANNUALIZED BASE REVENUE (ABR) (1)
AS OF SEPTEMBER 30, 2026
% OF ABR
2026 — $ — — %
2027 2 2,783 — %
2028 9 11,809 2 %
2029 13 14,996 2 %
2030 20 32,474 5 %
2031 2 2,811 — %
2032 9 10,322 2 %
2033 7 7,528 1 %
2034 35 64,677 10 %
2035 30 73,995 12 %
2036 41 67,199 10 %
2037 29 75,307 12 %
2038 41 57,425 9 %
2039 2 4,894 1 %
2040 3 7,688 1 %
2041 31 20,839 3 %
2042 4 14,570 2 %
2043 7 13,659 2 %
2044 — — — %
2045 4 18,232 3 %
Thereafter 23 62,646 10 %
312 $ 563,854 87 %
Note: This schedule excludes non-theatre tenant leases within the Company's entertainment districts, properties under development, land held for development, properties operated by the Company and investments in mortgage notes receivable.
(1) ABR represents annualized base revenue for all leases that have commenced and annualized cash interest for all executed mortgage notes receivable as of the balance sheet date. ABR excludes ground lease base rent paid by the Company's tenants for ground lease payments where the Company is the lessee.
Q3 2026 Supplemental
Page 21
TOP TEN CUSTOMERS BY PERCENTAGE OF ANNUALIZED BASE REVENUE (ABR)
(UNAUDITED)
PERCENTAGE OF ANNUALIZED BASE REVENUE (ABR) (1)
CUSTOMERS SEPTEMBER 30, 2026
1. Topgolf 14.5%
2. American Multi-Cinema, Inc. 14.2%
3. Regal Entertainment Group 10.2%
4. Cinemark 6.3%
5. Premier Parks 4.6%
6. Enchanted Parks 4.5%
7. Vail Resorts 4.5%
8. Camelback Resort 3.6%
9. Andretti Indoor Karting & Games 2.9%
10. Six Flags Entertainment Corporation 2.7%
Total 68.0%
(1) ABR represents annualized base revenue for all leases that have commenced and annualized cash interest for all executed mortgage notes receivable as of the balance sheet date. ABR excludes ground lease base rent paid by the Company's tenants for ground lease payments where the Company is the lessee.
Q3 2026 Supplemental
Page 22
GUIDANCE
(UNAUDITED, DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
MEASURE 2026 GUIDANCE
YTD ACTUALS CURRENT PRIOR
Investment spending $664.5 $675.0 to $725.0 $600.0 to $700.0
Disposition proceeds and mortgage note payoff $85.4 $86.0 $50.0 to $100.0
Percentage rent and participating interest $17.2 $21.5 to $24.5 $18.5 to $22.5
General and administrative expense $43.0 $57.0 to $59.0 $56.0 to $59.0
Other income (1) $36.1 $44.0 to $50.0 $40.0 to $50.0
Other expense (1) $34.7 $43.0 to $49.0 $40.0 to $50.0
FFO per diluted share $4.18 $5.50 to $5.58 $5.43 to $5.59
FFOAA per diluted share $4.16 $5.49 to $5.57 $5.41 to $5.57
RECONCILIATION FROM NET INCOME AVAILABLE TO COMMON SHAREHOLDERS OF EPR PROPERTIES (PER DILUTED SHARE): YTD ACTUALS 2026 GUIDANCE
Net income available to common shareholders of EPR Properties $2.75 $3.41 to $3.49
Gain on real estate transactions (0.41) (0.41)
Real estate depreciation and amortization 1.87 2.54
Allocated share of joint venture depreciation 0.04 0.05
Impact of Series C and Series E dilution, if applicable (0.07) (0.09)
FFO available to common shareholders of EPR Properties $4.18 $5.50 to $5.58
Retirement and severance expense 0.02 0.02
Transaction costs 0.01 0.01
Provision (benefit) for credit losses, net (0.06) (0.06)
Costs associated with loan refinancing or payoff 0.01 0.01
Deferred income tax expense — 0.01
FFO as adjusted (FFOAA) available to common shareholders of EPR Properties $4.16 $5.49 to $5.57
(1) Other income and other expense consist primarily of results from the Company's properties operated through third-party managers.
Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. See cautionary statement concerning forward-looking statements on page 3.
Q3 2026 Supplemental
Page 23
DEFINITIONS - NON-GAAP FINANCIAL MEASURES
EBITDAre
The National Association of Real Estate Investment Trusts (“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, the Company calculates EBITDAre as net income, computed in accordance with GAAP, excluding interest expense (net), income tax expense (benefit), depreciation and amortization, gains and losses on real estate transactions, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates. Management provides EBITDAre herein because it believes this information is useful to investors as a supplemental performance measure because it can help facilitate comparisons of operating performance between periods and with other REITs. The Company's 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 the Company's operations or cash flows or liquidity as defined by GAAP.
ADJUSTED EBITDAre AND ANNUALIZED 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. The Company defines 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. This number for the quarter is then multiplied by four to get an annual amount. Annualized Adjusted EBITDAre is Adjusted EBITDAre further adjusted to reflect (1) in-service and disposed projects (2) property under development that is build-to-suit at the initial cash yields of the projects upon completion (3) removal of other non-recurring items including out-of-period deferrals and stub rent payments and (4) annualization of the following items to ultimately reflect the financial results of the trailing twelve months or midpoint of guidance: (i) percentage rent and participating interest income and (ii) adjusted EBITDAre of managed properties and joint ventures.
The Company's method of calculating Adjusted EBITDAre and Annualized Adjusted EBITDAre may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. Adjusted EBITDAre and Annualized Adjusted EBITDAre are not measures of performance under GAAP, do not represent cash generated from operations as defined by GAAP and are not indicative of cash available to fund all cash needs, including distributions. These measures should not be considered as an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.
NET DEBT AND PROFORMA NET DEBT
Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced by cash and cash equivalents. By excluding deferred financing costs, net, and reducing debt for cash and cash equivalents on hand, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. Proforma Net Debt is presented by subtracting the estimated net proceeds from forward sale agreements under the Company's ATM Program from Net Debt. The Company believes both of these calculations constitute beneficial supplemental non-GAAP financial disclosures to investors in understanding its financial condition. The Company's method of calculating Net Debt and Proforma Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
Q3 2026 Supplemental
Page 24
NET DEBT TO ADJUSTED EBITDAre RATIO, PROFORMA NET DEBT TO ADJUSTED EBITDAre RATIO, NET DEBT TO GROSS ASSETS RATIO, PROFORMA NET DEBT TO GROSS ASSETS RATIO AND NET DEBT TO TOTAL MARKET CAPITALIZATION RATIO
Net Debt to Adjusted EBITDAre Ratio, Proforma Net Debt to Adjusted EBITDAre Ratio, Net Debt to Gross Assets Ratio, Proforma Net Debt to Gross Assets Ratio and Net Debt to Total Market Capitalization Ratio are supplemental measures derived from non-GAAP financial measures that the Company uses to evaluate its capital structure and the magnitude of its debt against its operating performance. The Company believes that investors commonly use versions of these ratios in a similar manner. In addition, financial institutions use versions of these ratios in connection with debt agreements to set pricing and covenant limitations. The Company's method of calculating Net Debt to Adjusted EBITDAre Ratio, Proforma Net Debt to Adjusted EBITDAre Ratio, Net Debt to Gross Assets Ratio, Proforma Net Debt to Gross Assets Ratio and Net Debt to Total Market Capitalization Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
FUNDS FROM OPERATIONS (“FFO”) AND FFO AS ADJUSTED
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 and management provides FFO herein because it believes this information is useful to investors in this regard. FFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net income available to common shareholders and earnings per share. Pursuant to the definition of FFO by the Board of Governors of NAREIT, the Company calculates FFO as net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses on real estate transactions 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. The Company has calculated FFO for all periods presented in accordance with this definition. In addition, the Company presents FFO as adjusted. Management believes it is useful to provide FFO as adjusted as a supplemental measure to GAAP net income available to common shareholders and earnings per share. FFO as adjusted is FFO plus 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 by subtracting sale participation income, gain on insurance recovery and deferred income tax expense (benefit). FFO and FFO as adjusted are non-GAAP financial measures. FFO and FFO as adjusted 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 an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations, cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO and FFO as adjusted the same way so comparisons with other REITs may not be meaningful.
ADJUSTED FUNDS FROM OPERATIONS (“AFFO”)
In addition to FFO, the Company presents AFFO 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, impairment of operating lease right-of-use assets, non-real estate depreciation and amortization, deferred financing fees amortization and share-based compensation expense to management and trustees, and by subtracting amortization of above and below market leases, net and tenant allowances, sale participation income, straight-lined rental revenue (removing the impact of straight-line ground sublease expense), non-cash portion of mortgage and other financing income, allocated share of joint venture non-cash items, gain on insurance recovery and deferred income tax (benefit) expense. To be consistent with the definitions used by most other triple-net REITs, the Company revised its definition of AFFO during the third quarter of 2026 to no longer deduct maintenance capital expenditures, and has recast AFFO for all prior periods presented to reflect this change. Reconciliations of AFFO and AFFO per diluted common share calculated under the previous definition to AFFO and AFFO per diluted common share calculated under the revised definition are included in the following table (unaudited, dollars in thousands except per share data):
Q3 2026 Supplemental
Page 25
3RD QUARTER 2026 2ND QUARTER 2026 1ST QUARTER 2026 4TH QUARTER 2025 3RD QUARTER 2025 2ND QUARTER 2025
Previous AFFO $ 120,104 $ 111,750 $ 100,131 $ 101,373 $ 108,070 $ 95,834
Add: Maintenance capital expenditures 965 509 211 1,532 564 1,858
Revised AFFO $ 121,069 $ 112,259 $ 100,342 $ 102,905 $ 108,634 $ 97,692
Previous AFFO per diluted common share $ 1.53 $ 1.43 $ 1.29 $ 1.30 $ 1.39 $ 1.24
Add: Maintenance capital expenditures per diluted common share 0.01 — — 0.02 — 0.02
Revised AFFO per diluted common share $ 1.54 $ 1.43 $ 1.29 $ 1.32 $ 1.39 $ 1.26
AFFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net income available to common shareholders and earnings per share and management provides AFFO herein because it believes this information is useful to investors in this regard. AFFO is a non-GAAP financial measure. AFFO does not represent cash flows from operations as defined by GAAP and is not indicative that cash flows are adequate to fund all cash needs and is not to be considered an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or its cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate AFFO the same way so comparisons with other REITs may not be meaningful.
INTEREST COVERAGE RATIO
The interest coverage ratio is calculated as the interest coverage amount divided by interest expense, gross. The Company calculates the interest coverage amount by adding to net income impairment charges, provision (benefit) for credit losses, net, transaction costs, interest expense, gross (including interest expense in discontinued operations), retirement and severance expense, depreciation and amortization, share-based compensation expense to management and trustees and costs associated with loan refinancing or payoff; subtracting sale participation income, interest cost capitalized, straight-line rental revenue, gain on early extinguishment of debt, gain (loss) on real estate transactions from continuing and discontinued operations, gain on insurance recovery, gain on previously held equity interest, prepayment fees and deferred income tax benefit (expense). The Company calculates interest expense, gross, by adding to interest expense, net, interest income and interest cost capitalized. The Company considers the interest coverage ratio to be an appropriate supplemental measure of a company’s ability to meet its interest expense obligations and management believes it is useful to investors in this regard. The Company's calculation of the interest coverage ratio may be different from the calculation used by other companies, and therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.
FIXED CHARGE COVERAGE RATIO
The fixed charge coverage ratio is calculated in exactly the same manner as the interest coverage ratio, except that interest expense, gross and preferred share dividends are also added to the denominator. The Company considers the fixed charge coverage ratio to be an appropriate supplemental measure of a company’s ability to make its interest and preferred share dividend payments and management believes it is useful to investors in this regard. The Company's calculation of the fixed charge coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.
DEBT SERVICE COVERAGE RATIO
The debt service coverage ratio is calculated in exactly the same manner as the interest coverage ratio, except that interest expense, gross and recurring principal payments are also added to the denominator. The Company considers the debt service coverage ratio to be an appropriate supplemental measure of a company’s ability to make its debt service payments and management believes it is useful to investors in this regard. The Company's calculation of the debt service coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.
Q3 2026 Supplemental
Page 26
Appendix to Supplemental Operating and Financial Data
Reconciliation of Certain Non-GAAP Financial Measures
Third Quarter Ended September 30, 2026
Q3 2026 Supplemental
Page 27
CALCULATION OF INTEREST, FIXED CHARGE AND DEBT SERVICE COVERAGE RATIOS
(UNAUDITED, DOLLARS IN THOUSANDS)
INTEREST COVERAGE RATIO (1): 3RD QUARTER 2026 2ND QUARTER 2026 1ST QUARTER 2026 4TH QUARTER 2025 3RD QUARTER 2025 2ND QUARTER 2025
Net income $ 100,121 $ 67,166 $ 62,610 $ 66,904 $ 66,586 $ 75,643
Retirement and severance expense — — 1,423 1,901 1,094 —
Transaction costs 187 45 293 471 492 669
Provision (benefit) for credit losses, net 836 138 (5,597) (985) 9,117 997
Interest expense, gross 40,704 38,830 35,893 34,768 34,239 34,510
Depreciation and amortization 51,080 48,630 44,957 43,582 42,409 42,080
Share-based compensation expense
to management and trustees 4,929 4,296 4,099 3,643 3,907 3,912
Costs associated with loan refinancing or payoff 605 — — — — —
Interest cost capitalized (152) (205) (383) (710) (758) (961)
Straight-line rental revenue (4,658) (5,006) (3,490) (4,025) (3,541) (5,137)
Gain on real estate transactions (30,457) (182) (1,027) (5,297) (8,073) (16,779)
Deferred income tax expense (benefit) 146 255 114 (170) (53) (93)
Interest coverage amount $ 163,341 $ 153,967 $ 138,892 $ 140,082 $ 145,419 $ 134,841
Interest expense, net $ 40,310 $ 38,275 $ 34,763 $ 33,574 $ 33,238 $ 33,246
Interest income 242 350 747 484 243 303
Interest cost capitalized 152 205 383 710 758 961
Interest expense, gross $ 40,704 $ 38,830 $ 35,893 $ 34,768 $ 34,239 $ 34,510
Interest coverage ratio 4.0 4.0 3.9 4.0 4.2 3.9
FIXED CHARGE COVERAGE RATIO (1):
Interest coverage amount $ 163,341 $ 153,967 $ 138,892 $ 140,082 $ 145,419 $ 134,841
Interest expense, gross $ 40,704 $ 38,830 $ 35,893 $ 34,768 $ 34,239 $ 34,510
Preferred share dividends 5,984 6,040 6,032 6,040 6,032 6,040
Fixed charges $ 46,688 $ 44,870 $ 41,925 $ 40,808 $ 40,271 $ 40,550
Fixed charge coverage ratio 3.5 3.4 3.3 3.4 3.6 3.3
DEBT SERVICE COVERAGE RATIO (1):
Interest coverage amount $ 163,341 $ 153,967 $ 138,892 $ 140,082 $ 145,419 $ 134,841
Interest expense, gross $ 40,704 $ 38,830 $ 35,893 $ 34,768 $ 34,239 $ 34,510
Recurring principal payments — — — — — —
Debt service $ 40,704 $ 38,830 $ 35,893 $ 34,768 $ 34,239 $ 34,510
Debt service coverage ratio 4.0 4.0 3.9 4.0 4.2 3.9
(1) See pages 24 through 26 for definitions.
Q3 2026 Supplemental
Page 28
RECONCILIATION OF INTEREST COVERAGE AMOUNT TO NET CASH PROVIDED BY OPERATING ACTIVITIES
(UNAUDITED, DOLLARS IN THOUSANDS)
The interest coverage amount per the table on page 28 is a non-GAAP financial measure and should not be considered an alternative to any GAAP liquidity measures. It is most directly comparable to the GAAP liquidity measure, “Net cash provided by operating activities,” and is not directly comparable to the GAAP liquidity measures, “Net cash used by investing activities” and “Net cash provided by financing activities.” The interest coverage amount can be reconciled to “Net cash provided by operating activities” per the consolidated statements of cash flows as follows:
3RD QUARTER 2026 2ND QUARTER 2026 1ST QUARTER 2026 4TH QUARTER 2025 3RD QUARTER 2025 2ND QUARTER 2025
Net cash provided by operating activities $ 168,983 $ 93,169 $ 113,367 $ 97,780 $ 136,483 $ 87,321
Equity in income (loss) from joint ventures 2,555 (984) (2,632) (2,396) 2,934 (1,681)
Distributions from joint ventures — (7) — — — —
Amortization of deferred financing costs (3,100) (2,699) (2,672) (2,380) (2,120) (2,102)
Amortization of above and below market leases and tenant allowances, net (167) 75 81 81 81 81
Changes in assets and liabilities:
Operating lease assets and liabilities 73 787 520 532 496 259
Mortgage notes accrued interest receivable 598 312 956 (1,449) 1,824 (1,266)
Accounts receivable (4,292) 10,222 3,431 4,307 (2,209) 8,619
Other assets (1,685) (431) 3,374 (1,238) (1,318) 3,370
Accounts payable and accrued liabilities (18,399) 17,524 (17,089) 15,141 (15,929) 10,160
Unearned rents and interest (17,306) 2,335 6,861 (1,373) (5,502) 999
Straight-line rental revenue (4,658) (5,006) (3,490) (4,025) (3,541) (5,137)
Interest expense, gross 40,704 38,830 35,893 34,768 34,239 34,510
Interest cost capitalized (152) (205) (383) (710) (758) (961)
Transaction costs 187 45 293 471 492 669
Retirement and severance expense (cash portion) — — 382 573 247 —
Interest coverage amount (1) $ 163,341 $ 153,967 $ 138,892 $ 140,082 $ 145,419 $ 134,841
Net cash used by investing activities $ (101,460) $ (429,414) $ (50,865) $ (115,175) $ (36,329) $ (12,574)
Net cash (used) provided by financing activities $ (30,823) $ 282,829 $ (86,471) $ 86,238 $ (99,058) $ (73,416)
(1) See pages 24 through 26 for definitions.
Q3 2026 Supplemental
Page 29
RECONCILIATION OF EBITDAre, ADJUSTED EBITDAre AND ANNUALIZED ADJUSTED EBITDAre
(UNAUDITED, DOLLARS IN THOUSANDS)
ADJUSTED EBITDAre (1): 3RD QUARTER 2026 2ND QUARTER 2026 1ST QUARTER 2026 4TH QUARTER 2025 3RD QUARTER 2025 2ND QUARTER 2025
Net income $ 100,121 $ 67,166 $ 62,610 $ 66,904 $ 66,586 $ 75,643
Interest expense, net 40,310 38,275 34,763 33,574 33,238 33,246
Income tax expense 774 617 614 954 725 681
Depreciation and amortization 51,080 48,630 44,957 43,582 42,409 42,080
Gain on real estate transactions (30,457) (182) (1,027) (5,297) (8,073) (16,779)
Costs associated with loan refinancing or payoff 605 — — — — —
Allocated share of joint venture depreciation 999 996 996 1,000 989 985
Allocated share of joint venture interest expense 570 502 503 516 497 430
EBITDAre $ 164,002 $ 156,004 $ 143,416 $ 141,233 $ 136,371 $ 136,286
Retirement and severance expense — — 1,423 1,901 1,094 —
Transaction costs 187 45 293 471 492 669
Provision (benefit) for credit losses, net 836 138 (5,597) (985) 9,117 997
Adjusted EBITDAre (for the quarter) $ 165,025 $ 156,187 $ 139,535 $ 142,620 $ 147,074 $ 137,952
Adjusted EBITDAre (2) $ 660,100 $ 624,748 $ 558,140 $ 570,480 $ 588,296 $ 551,808
ANNUALIZED ADJUSTED EBITDAre (1):
Adjusted EBITDAre (for the quarter) $ 165,025 $ 156,187 $ 139,535 $ 142,620 $ 147,074 $ 137,952
In-service and disposition adjustments (3) 818 1,614 1,356 2,145 834 200
Managed and JV property adjustments (4) (466) (423) 2,432 1,914 (4,804) 285
Property under development adjustments (5) 765 — 332 934 1,303 1,715
Percentage rent/participation adjustments (6) (4,042) 300 2,589 (2,829) (1,906) 496
Non-recurring adjustments (7) 851 289 761 260 231 (606)
Annualized Adjusted EBITDAre (for the quarter) $ 162,951 $ 157,967 $ 147,005 $ 145,044 $ 142,732 $ 140,042
Annualized Adjusted EBITDAre (8) $ 651,804 $ 631,868 $ 588,020 $ 580,176 $ 570,928 $ 560,168
See footnotes on the following page.
Q3 2026 Supplemental
Page 30
(1) See pages 24 through 26 for definitions.
(2) Adjusted EBITDAre for the quarter is multiplied by four to calculate an annualized amount but does not include the annualization of investments put in service, acquired or disposed of during the quarter, as well as the potential earnings on property under development, the annualization of percentage rent and participating interest and adjustments for other items. These adjustments are considered in the calculation of Annualized Adjusted EBITDAre.
(3) Adjustments for rental properties commencing or terminating GAAP net operating income during the quarter and adjustments to revenue from mortgage notes receivable to be consistent with end of quarter balance.
(4) To annualize amounts from the actual latest quarterly amount to the trailing 12-month amount divided by four.
(5) To add in income for property under development that is build-to-suit at the initial cash yields of the projects upon completion.
(6) To adjust percentage rents and participating interest income from the actual quarterly amount to the midpoint of the guidance amount shown on page 23, less non-recurring adjustments, divided by four.
(7) Adjustments for various non-recurring items during the quarter.
(8) Annualized Adjusted EBITDAre for the quarter is multiplied by four to calculate an annualized amount.
Q3 2026 Supplemental
Page 31
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