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What changed in EPR PROPERTIES's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of EPR PROPERTIES's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+327 added−338 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in EPR PROPERTIES's 2025 10-K

327 paragraphs added · 338 removed · 252 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

51 edited+8 added−23 removed51 unchanged
Biggest changeA significant portion of our total revenue was from AMC and Cineworld Group, plc, Regal Entertainment Group and our other Regal theatre tenants (collectively, “Regal”). For the year ended December 31, 2024, approximately $94.4 million, or 13.5%, and $76.4 million, or 10.9%, of the Company's total revenue was from AMC and Regal, respectively.
Biggest changeAs of December 31, 2025, our owned theatre properties were leased to 17 different leading theatre operators. A significant portion of our total revenue was from American Multi-Cinema, Inc. ("AMC") and Cineworld Group, plc, Regal Entertainment Group and our other Regal theatre tenants (collectively, “Regal”).
We do not intend for information contained in our website to be part of this Annual Report on Form 10-K. 10
We do not intend for information contained in our website to be part of this Annual Report on Form 10-K.
Finally, multiple investments with the same tenant allows us in most cases to include cross-default provisions in our lease or financing contracts, meaning a default in an obligation to us at one location is a default under all obligations with that tenant. 7 We will also investigate opportunities to redevelop certain of our existing properties.
Finally, multiple investments with the same tenant allows us in most cases to include cross-default provisions in our lease or financing contracts, meaning a default in an obligation to us at one location is a default under all obligations with that tenant. We will also investigate opportunities to redevelop certain of our existing properties.
Retention and building of this knowledge depth creates a competitive advantage allowing us to more quickly identify key market trends. To this end, we deliberately apply information and our ingenuity to identify properties that represent potential logical extensions within each of our existing experiential property types, or potential future additional experiential property types.
Retention and building of this knowledge depth creates a competitive advantage allowing us to more quickly identify key market trends. 5 To this end, we deliberately apply information and our ingenuity to identify properties that represent potential logical extensions within each of our existing experiential property types, or potential future additional experiential property types.
Results of such various release experiments demonstrated the significant economic and strategic importance of theatrical exhibition and studios have broadly returned to exclusive theatrical releases for a period of 2 approximately 45 days (versus the previous window of approximately 75 days), which is when most of a film's box office revenue is earned.
Results of such various release experiments demonstrated the significant economic and strategic importance of theatrical exhibition and studios have broadly returned to exclusive theatrical releases for a period of approximately 45 days (versus the previous window of approximately 75 days), which is when most of a film's box office revenue is earned.
We have and will continue to evaluate our existing portfolio for additional development of entertainment, retail and restaurant density, 3 and we will also continue to evaluate the purchase or financing of existing entertainment districts that demonstrate strong financial performance and meet our quality standards.
We have and will continue to evaluate our existing portfolio for additional development of entertainment, retail and restaurant density, and we will also continue to evaluate the purchase or financing of existing entertainment districts that demonstrate strong financial performance and meet our quality standards.
Among the factors the Company’s board of trustees (“Board of Trustees”) considers in setting the common share dividend rate are the applicable REIT tax rules and regulations that apply to dividends, the Company’s results of operations, including FFO and FFOAA per share, and the Company’s Cash Available for Distribution (defined as net cash flow available for distribution after payment of operating expenses, debt service, preferred dividends and other obligations).
Among the factors the Company’s board of trustees (“Board of Trustees”) considers in setting the common share dividend rate are the applicable REIT tax rules and regulations that apply to dividends, the Company’s results of operations, including FFOAA per share and AFFO per share, and the Company’s Cash Available for Distribution (defined as net cash flow available for distribution after payment of operating expenses, debt service, preferred dividends and other obligations).
Our Series C 8 cumulative convertible preferred shares (“Series C preferred shares”) have a dividend rate of 5.75%, our Series E cumulative convertible preferred shares (“Series E preferred shares”) have a dividend rate of 9.00% and our Series G cumulative redeemable preferred shares ("Series G preferred shares") have a dividend rate of 5.75%.
Our Series C cumulative convertible preferred shares (“Series C preferred shares”) have a dividend rate of 5.75%, our Series E cumulative convertible preferred shares (“Series E preferred shares”) have a dividend rate of 9.00% and our Series G cumulative redeemable preferred shares ("Series G preferred shares") have a dividend rate of 5.75%.
As part of our strategic planning and portfolio management process, we assess new opportunities against the following underwriting principles: Industry • Experiential Alignment • Proven Business Model • Enduring Value • Addressable Opportunity Property • Location Quality • Competitive Position • Location Rent Coverage • Cash Flow Durability Tenant • Demonstrated Success • Commitment • Reputable Management • Solid Credit Quality We believe that our over 25 years of experience and knowledge in the experiential real estate market gives us the opportunity to be the dominant player in this area.
As part of our strategic planning and portfolio management process, we assess new opportunities against the following underwriting principles: Industry • Experiential Alignment • Proven Business Model • Enduring Value • Addressable Opportunity Property • Location Quality • Competitive Position • Location Rent Coverage • Cash Flow Durability Tenant • Demonstrated Success • Commitment • Reputable Management • Solid Credit Quality We believe that our nearly 30 years of experience and knowledge in the experiential real estate market gives us the opportunity to be the dominant player in this area.
As of December 31, 2024 , our investment in gaming consisted solely of land under ground lease related to the Resorts World Catskills casino and resort project in Sullivan County, New York.
As of December 31, 2025 , our investment in gaming consisted solely of land under ground lease related to the Resorts World Catskills casino and resort project in Sullivan County, New York.
During each mortgage term and any renewal periods, the notes typically provide for periodic increases in interest and/or participating features based upon a percentage of the tenant’s gross sales over a pre-determined level.
During each mortgage term and any renewal periods, the notes typically provide for periodic increases in interest and/or participating features based upon a percentage of the tenant’s gross sales over a predetermined level.
As of December 31, 2024, we had 55 full-time associates. Examples of key programs and initiatives that are focused to attract, develop and retain our workforce include: • Associate Engagement. We use Gallup to measure associate engagement through a survey administered annually.
As of December 31, 2025, we had 54 full-time associates. Examples of key programs and initiatives that are focused to attract, develop and retain our workforce include: • Associate Engagement - We use Gallup to measure associate engagement through a survey administered annually.
Our long-term primary business objective is to enhance shareholder value by achieving predictable and increasing Funds From Operations As Adjusted ("FFOAA") and dividends per share (See Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures - Funds From Operations (FFO), Funds From Operations As Adjusted (FFOAA) and Adjusted Funds From Operations (AFFO)” for a discussion of FFOAA, which is a non-GAAP financial measure).
Our long-term primary business objective is to enhance shareholder value by achieving predictable and increasing Funds From Operations As Adjusted ("FFOAA"), Adjusted Funds From Operations ("AFFO") and dividends per share (See Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" for a discussion and reconciliations of FFOAA and AFFO, which are non-GAAP financial measures).
See Item 7 - "Management's Discussion and Analysis of Financial C ondition and Results of Operations - Non-GAAP Financial Measures" for the reconciliation of "Total assets" in the consolidated balance sheet to total investments and the calculation of total investments at December 31, 2024 and 2023 . We group our investments into two reportable segments: Experiential and Education.
See Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" for the reconciliation of "Total assets" in the consolidated balance sheet to total investments and the calculation of total investments at December 31, 2025 and 2024. We group our investments into two reportable segments: Experiential and Education.
First, we believe our strong relationships with our tenants and developers drive new investment opportunities that are often exclusive to us, rather than bid broadly, and with our deep knowledge of their businesses, we believe we are a value-added partner in the underwriting of each new investment.
We believe our build-to-suit development program is a competitive advantage. First, we believe our strong relationships with our tenants and developers drive new investment opportunities that are often exclusive to us, rather than bid broadly, and with our deep knowledge of their businesses, we believe we are a value-added partner in the underwriting of each new investment.
Furthermore, advanced snowmaking capabilities increase the reliability of the experience during the winter versus other ski properties without such capabilities. These properties are leased to, or we have mortgage notes receivable from, three different operators. We expect to continue to pursue opportunities in this area.
Furthermore, advanced snowmaking capabilities increase the reliability of the experience during the winter versus other ski properties without such capabilities. These properties are leased to, or we have mortgage notes receivable from, three different operators.
As of December 31, 2024, our Experiential investments comprised $6.4 billion, or 93%, and our Education investments comprised $0.5 billion, or 7%, of our total investments . A more detailed description of the property types included within these segments is provided below.
As of December 31, 2025, our Experiential investments comprised $6.6 billion, or 94%, and our Education investments comprised $0.4 billion, or 6%, of our tot al investments . A more detailed description of the property types included within these segments is provided below.
By focusing on engagement, we gather valuable information needed to engage and retain the most talented associates. • Development. We provide opportunities for our associates to learn and thrive as professionals, including educational reimbursement, mentorship, executive coaching and ongoing professional development. Annually, EPR hosts leadership development sessions for all levels of our organization. • Culture.
By focusing on engagement, we gather valuable information needed to engage and retain the most talented associates. 8 • Development - We provide opportunities for our associates to learn and thrive as professionals, including educational reimbursement, mentorship, executive coaching and ongoing professional development.
Experiential As of December 31, 2024, our Experiential portfolio (excluding property under development, undeveloped land inventory and the three joint venture properties noted below) consisted of the following property types (owned or financed): • 157 theatre properties; • 58 eat & play properties (including seven theatres located in entertainment districts); • 24 attraction properties; • 11 ski properties; • four experiential lodging properties; • 22 fitness & wellness properties; • one gaming property; and • one cultural property.
Experiential As of December 31, 2025, our Experiential portfolio (excluding property under development, undeveloped land inventory and two joint venture properties) consisted of the following property types (owned or financed): • 148 theatre properties; • 60 eat & play properties (including seven theatres located in entertainment districts); • 26 attraction properties; • 11 ski properties; 1 • four experiential lodging properties; • 27 fitness & wellness properties; • one gaming property; and • one cultural property.
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. These are properties that make up the social infrastructure of society.
Business Objectives and Strategies Our vision is to continue to build the premier diversified experiential REIT. 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. These are properties that make up the social infrastructure of society.
We have grown our investments with Andretti as they have consistently created highly entertaining and successful offerings. We will continue to seek opportunities for the acquisition, financing or development of family entertainment centers that leverage our expertise in this area. Attractions Our attractions portfolio consists primarily of waterparks and amusement parks, each of which draw a diverse segment of customers.
We will continue to seek opportunities for the acquisition, financing or development of family entertainment centers that leverage our expertise in this area. Attractions Our attractions portfolio consists primarily of waterparks and amusement parks, each of which draw a diverse segment of customers.
Our investments are generally structured as long-term triple-net leases that require tenants to pay substantially all expenses associ ated with the operation and maintenance of the property, or as long-term mortgages with economics similar to our triple-net lease structure. 1 Our total investments (a non-GAAP financial measure) were approxima tely $6.9 billion at December 31, 2024 .
Our investments are generally structured as long-term triple-net leases or mortgages that require tenants or bo rrowers to pay substantially all expenses associ ated with the operation and maintenance of the property. Our total investments (a non-GAAP financial measure) were approximately $7.0 billion at December 31, 2025.
We believe this strategy increases our access to capital and permits us to more efficiently match available debt and equity financing to our ongoing capital requirements. Our sources of equity financing consist of the issuance of common shares as well as the issuance of preferred shares (including convertible preferred shares).
We believe this strategy increases our access to capital and permits us to more efficiently match available debt and equity financing to our ongoing capital requirements. Our equity financing activities primarily include issuing common shares and preferred shares, including convertible preferred shares.
From relaxing spas to intense spin classes, consumers are seeking an expanded set of offerings delivered across a variety of boutique fitness centers, larger fitness centers and resort spas.
Fitness & Wellness The increased focus on holistic wellness has become a driving force within the fitness and wellness industry. From relaxing spas to intense spin classes, consumers are seeking an expanded set of offerings delivered across a variety of boutique fitness centers, larger fitness centers and resort spas.
Movie-going has been a dominant out-of-home entertainment option for decades, with over 1.2 billion tickets sold in North America during 2019 (prior to the pandemic) according to the Motion Picture Association (MPA) 2019 Theme Report. We believe that the evolution in theatres and enhanced customer experience will continue to bring customers back to enjoy film exhibition.
Movie-going has been a dominant out-of-home entertainment option for decades, with an average of approximately 15 million tickets sold weekly in North America in 2025. We believe that the evolution in theatres and enhanced customer experience will continue to bring customers back to enjoy film exhibition.
Louis is one of our properties and is a great example of an emerging category called “artainment,” which is an art display that invites guests to interact and explore. We believe that demand for cultural activities will continue to build, and we expect to continue to pursue opportunities in this area.
Louis is one of our properties and is a great example of an emerging category called “artainment,” which is an art display that invites guests to interact and explore.
Additionally, EPR will match associate contributions annually up to a given amount for contributions from their personal funds to nonprofit organizations that meet the criteria of the program.
As a benefit to associates, EPR Impact’s annual budget includes a pool of funds to support associate-directed contributions to nonprofit organizations where an associate is personally involved. Additionally, EPR will match associate contributions annually up to a given amount for contributions from their personal funds to nonprofit organizations that meet the criteria of the program.
We expect to continue to pursue select opportunities related to golf entertainment complexes. A significant portion of our total revenue was from Topgolf, which totaled approxim ately $100.8 million, or 14.4%, of the Company's tot al revenue for the year ended December 31, 2024. Entertainment districts are restaurant, retail and other entertainment venues typically anchored by a megaplex theatre.
A significant portion of our total revenue was from Topgolf, which totaled approxim a tely $102.3 million, or 14.2%, of the Co mpany's tot al revenue for the year ended December 31, 2025. Entertainment districts are restaurant, retail and other entertainment venues typically anchored by a megaplex theatre.
Our private schools provide an alternative to meet the significant demand for high-quality education in the United States. As educational choice remains a priority for parents, private schools provide yet another option for maximizing the educational experience.
As of December 31, 2025, our wholly-owned Education real estate portfolio consisted of approximately 1.1 million square feet and was 100% leased. Our private schools provide an alternative to meet the significant demand for high-quality education in the United States. As educational choice remains a priority for parents, private schools provide yet another option for maximizing the educational experience.
Our golf entertainment complexes combine golf with entertainment, competition and food and beverage service, and are leased to, or we have mortgage receivables from, Topgolf USA ("Topgolf"). By combining interactive entertainment with high-quality food and beverage and a long-lived recreational activity, Topgolf provides an innovative, enjoyable and repeatable customer experience.
By combining interactive entertainment with high-quality food and beverage and a long-lived recreational activity, Topgolf provides an innovative, enjoyable and repeatable customer experience. We expect to continue to pursue select opportunities related to golf entertainment complexes.
For additional information regarding regulations applicable to our business, and risks associated with our failure to comply with such regulations, see Item 1A – "Risk Factors" in this Annual Report on Form 10-K. Principal Executive Offices The Company’s principal executive offices are located at 909 Walnut Street, Suite 200, Kansas City, Missouri 64106; telephone (816) 472-1700.
For additional information regarding regulations applicable to our business, and risks associated with our failure to comply with such regulations, see Item 1A – "Risk Factors" in this Annual Report on Form 10-K.
Going forward, we intend to significantly reduce our investments in theatres, thereby increasing the diversity of our experiential property types. We expect this to occur as we limit new investments in theatres, grow other target experiential property types and pursue opportunistic dispositions of theatre properties. The current environment for REITs is marked by both challenges and opportunities.
Due to our asset concentration and historical challenges, we intend to reduce our investments in theatres in the future and further diversify our other experiential property types. We expect this to occur as we limit new investments in theatres, grow other target experiential property types and pursue opportunistic dispositions of theatre properties.
We strive to build a dedicated and engaged workforce by nurturing a culture that promotes innovation and teamwork. We work to ensure our culture is evolving and inclusive and believe in building teams with a mix of backgrounds and experiences that reflect the life experiences of our customers and the ultimate consumers of our customers’ services. • Compensation and Benefits.
We work to ensure our culture is evolving and inclusive and believe in building teams with a mix of backgrounds and experiences that reflect the life experiences of our customers and the ultimate consumers of our customers’ services. • Compensation and Benefits - Our benefits include competitive base pay, performance-based restricted share awards and a 401(k) with a robust company match.
Experiential Lodging Experiential lodging meets the needs of consumers by providing a convenient, central location that combines high-quality lodging amenities with entertainment, recreation and leisure activities. The appeal of these properties attracts multiple generations at once. By offering more than the standard lodging destination, these properties provide an added incentive as consumers opt for distinctive, curated experiences.
We expect to continue to pursue opportunities in this area. 3 Experiential Lodging Experiential lodging meets the needs of consumers by providing a convenient, central location that combines high-quality lodging amenities with entertainment, recreation and leisure activities. The appeal of these properties attracts multiple generations at once.
Our wholly-owned Experiential portfolio, excluding the vacant properties we intend to sell, was 99% leased or operated and included $112.3 million in property under development and $20.2 million in undeveloped land inventory. Theatres A significant portion of our Experiential portfolio consists of modern megaplex theatres.
As of December 31, 2025, our wholly-owned Experiential real estate portfolio consisted of approximately 19.0 million square feet, was 99% leased or operated and included $54.9 million in property under development and $20.2 million in undeveloped land inventory. Theatres A significant portion of our Experiential portfolio consists of modern megaplex theatres.
The leasing and property management requirements of our entertainment districts are generally met using third-party professional service providers. Our family entertainment center operators offer a variety of entertainment options including bowling, bocce ball and karting. Andretti Indoor Karting and Games ("Andretti") represents an operator that delivers a unique combination of entertainment options, combining electric go karts with immersive gaming.
The leasing and property management requirements of our entertainment districts are generally met using third-party professional service providers. Our family entertainment center operators offer a variety of entertainment options including bowling, laser tag, karting, arcade games and virtual reality experiences.
Joint Ventures We will examine and may pursue potential additional joint venture opportunities with institutional investors or developers if the investments to which they relate meet our guiding principles discussed above. We may employ higher leverage in joint ventures and be more inclined to use secured financing at the property level.
We expect to continue accessing the equity markets as needed, including through these programs or in connection with future acquisitions. Joint Ventures We will examine and may pursue potential additional joint venture opportunities with institutional investors or developers if the investments to which they relate meet our guiding principles discussed above.
Our tenants make it their goal to motivate, educate, and help consumers look and feel better. 4 We will continue to seek opportunities for the acquisition, financing or development of other Fitness & Wellness properties that leverage our expertise in this area.
Our tenants make it their goal to motivate, educate, and help consumers look and feel better. We expect to continue to pursue opportunities for investments in Fitness & Wellness.
Through a number of associates actively engaged in nonprofits and our commitment to donating to and sponsoring charitable causes and events, we are fortunate to partner with amazing organizations both locally and nationally. As a benefit to associates, EPR Impact’s annual budget includes a pool of funds to support associate-directed contributions to nonprofit organizations where an associate is personally involved.
We demonstrate this through our charitable giving program, EPR Impact, a key cornerstone of our social responsibility. Through a number of associates actively engaged in nonprofits and our commitment to donating to and sponsoring charitable causes and events, we are fortunate to partner with amazing organizations both locally and nationally.
Payment of Regular Dividends We expect to continue paying dividend distributions to our common shareholders monthly (as opposed to quarterly). We expect to continue paying dividend distributions to our preferred shareholders quarterly.
We may employ higher leverage in joint ventures and be more inclined to use secured financing at the property level. Payment of Regular Dividends We expect to continue paying dividend distributions to our common shareholders monthly (as opposed to quarterly). We expect to continue paying dividend distributions to our preferred shareholders quarterly.
Education As of December 31, 2024, our Education segment consisted of the following property types (owned or financed): • 59 early childhood education center properties; and • nine private school properties.
We believe that demand for cultural activities will continue to build, and we expect to continue to pursue opportunities in this area. 4 Education As of December 31, 2025, our Education segment consisted of the following property types (owned or financed): • 46 early childhood education center properties; and • nine private school properties.
While consumers have the option of watching streaming content at home, data has shown that theatre exhibition and streaming options have successfully coexisted. In fact, a survey published by EY (The Relationship Between Movie Theater Attendance and Streaming Behavior - February, 2020) illustrated that the most frequent moviegoers also spend the most time streaming.
While consumers have the option of watching streaming content at home, historical data indicates that theatre exhibition and at-home streaming options have successfully coexisted, highlighted by the fact that the most frequent moviegoers also spend the most time streaming. This is in part likely due to the fact that the majority of content streamed in-home is series-based content.
Our investment in early childhood education centers recognizes the growing demand for quality early childhood education facilities that offer the best educational experience in a competitive market.
Our investment in early childhood education centers recognizes the growing demand for quality early childhood education facilities that offer the best educational experience in a competitive market. As discussed above, our growth going forward will be focused on experiential properties and therefore we do not expect to seek additional opportunities for education properties.
In addition, we offer yearly wellness reimbursements, an on-site fitness center and fully stocked kitchens. • Community & Social Impact. Giving back is one of our core values. We demonstrate this through our charitable giving program, EPR Impact, a key cornerstone of our social responsibility.
We support our associates’ physical and mental health through paid parental leave, industry-leading health care benefits, unlimited sick leave, flexible paid time off and associate assistance programs. In addition, we offer yearly wellness reimbursements, an on-site fitness center and fully stocked kitchens. • Community & Social Impact - Giving back is one of our core values.
Accordingly, we intend to be more selective in making investments and acquisitions until such time as economic conditions improve and our cost of capital returns to acceptable levels. Operating Strategies Lease Risk Minimization To avoid initial lease-up risks and produce a predictable income stream, we typically acquire or develop single-tenant properties that are leased under long-term leases.
Additionally, we have tenant and borrower relationships that provide us with access to investment opportunities. Operating Strategies Lease Risk Minimization To avoid initial lease-up risks and produce a predictable income stream, we typically acquire or develop single-tenant properties that are leased under long-term leases.
These enhancements include reserved, luxury seating and expanded food and beverage offerings, such as the addition of alcohol and more efficient point of sale systems.
The modern megaplex theatre provides a greatly enhanced audio and visual experience for patrons. Additionally, national and local exhibitors have made significant strides to further enhance the customer experience. These enhancements include reserved, luxury seating and expanded food and beverage offerings, such as the addition of alcohol and more efficient point of sale systems.
Eat & Play The emergence of the "eatertainment" category has inspired an increasing number of successful concepts that appeal to consumers by providing high-quality food and entertainment options all at one location. Our eat & play portfolio includes golf entertainment complexes, entertainment districts and family entertainment centers.
For the year ended December 31, 2025, approximately $97.4 million, or 13.6%, and $82.8 million, or 11.5%, of the Company's total revenue was from AMC and Regal, respectively. 2 Eat & Play The emergence of the "eatertainment" category has inspired an increasing number of successful concepts that appeal to consumers by providing high-quality food and entertainment options all at one location.
Our investments in experiential lodging are structured using triple-net leases and mortgage notes, and we currently operate two properties. We expect to continue to pursue opportunities for investments in experiential lodging. Fitness & Wellness The increased focus on holistic wellness has become a driving force within the fitness and wellness industry.
By offering more than the standard lodging destination, these properties provide an added incentive as consumers opt for distinctive, curated experiences. Our investments in experiential lodging are structured using triple-net leases and mortgage notes, and we currently operate two properties. We expect to continue to pursue opportunities for investments in experiential lodging.
As a result, we intend to continue to be more selective in making future investments and acquisitions until such time as economic conditions and our cost of capital improve. As of December 31, 2024, our total assets were a pproximately $5.6 billion (after accumulated depreciation of approximately $1.6 billion) with properties located in 44 states, Ontario and Quebec, Canada.
We intend to ultimately dispose of our Education portfolio over time and recycle the proceeds into other experiential investments. As of December 31, 2025, our total assets were a ppro ximately $5.7 billion (after accumulated depreciation of approximately $1.7 billion) with properties located in 43 states and Canada.
In the case of a multi-tenant development, we generally require a significant amount of the development to be pre-leased prior to construction to minimize lease-up risks. In addition, to minimize overhead costs and to provide the greatest amount of flexibility, we generally outsource construction management to third-party firms. We believe our build-to-suit development program is a competitive advantage.
We generally do not commence development or redevelopment projects without a signed lease or leases 6 providing for rental payments that are commensurate with our level of capital investment to minimize lease-up risks. In addition, to minimize overhead costs and to provide the greatest amount of flexibility, we generally outsource construction management to third-party firms.
Separately, theatre food and beverage revenues per customer visit have notably increased as compared to 2019, contributing to improved theatre rent coverage leve ls, which were near pre-COVID levels for 2024 despite the decrease in box office revenue.
The theatre industry continues to rebound from the production delays created by the 2023 writers' and actors' strikes. Total North American box office revenues for 2025 increased by approximately 1% versus 2024. Separately, theatre food and beverage revenues per customer visit have notably increased as compared to 2019.
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It is our intention to ultimately dispose of our Education portfolio over time and recycle the proceeds into other experiential investments.
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Consumer demand for moviegoing has repeatedly proven to be content-driven, with strong films delivering outsized attendance and revenues. Accordingly, the industry relies on a consistent cadence of wide release films supported by meaningful theatrical exclusivity windows. Potential studio consolidation could introduce risk that the number of wide release titles are reduced or theatrical windows are compressed.
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Our theatre customers were more severely impacted by the COVID-19 pandemic and have seen a slower recovery than our non-theatre customers due primarily to changes in the timing of film releases, production delays and experimentation with streaming during this period. Further slowing their recovery, our theatre customers were negatively impacted by labor disputes which caused more production delays.
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Our eat & play portfolio includes golf entertainment complexes, entertainment districts and family entertainment centers. Our golf entertainment complexes combine golf with entertainment, competition and food and beverage service, and are leased to, or we have mortgage receivables from, Topgolf USA ("Topgolf").
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Despite the recent economic uncertainty, REITs have demonstrated resilience. As a triple-net lease REIT, we are generally experiencing heightened risks and uncertainties associated with key macroeconomic factors, including, but not limited to, inflation and interest rate volatility. This environment has created negative pressure in the financial and capital markets resulting in a higher cost of capital.
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Andretti Indoor Karting and Games ("Andretti") represents an operator that delivers a unique combination of entertainment options, combining electric go karts with immersive gaming. We have grown our investments with Andretti as they have consistently created highly entertaining and successful offerings.
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Although we intend to continue to make future investments, w e expect to maintain our investment spending at moderate levels in the near-term due to an elevated cost of capital, and near-term investments will be funded primarily from cash on hand, excess cash flow, disposition proceeds and borrowing availability under our unsecured revolving credit facility, subject to maintaining our leverage levels consistent with past practice.
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Many of our mortgage notes also contain provisions which provide us the option, subject to certain terms, to convert the outstanding balances to ownership of the underlying properties. Development and Redevelopment We intend to continue developing properties and redeveloping existing properties that are consistent with our growth strategies.
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We have excluded three experiential lodging properties held in joint ventures from the property count above. One was transferred to our joint venture partner on February 4, 2025.
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We may issue equity capital through traditional underwritten registered public offerings, our at-the-market equity program ("ATM Program") or our Dividend Reinvestment and Direct Share Purchase Plan (“DSP Plan”). While issuances under our ATM Program and DSP Plan are typically smaller, they allow us to raise capital 7 more efficiently and on a recurring basis.
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As we have previously disclosed, the remaining two properties sustained significant hurricane damage and we continue to work in good faith with our joint venture partners, the non-recourse debt provider and the insurance companies to identify a path forward, which we expect to result in the eventual removal of the properties from our portfolio, although there can be no assurances as to the outcome of those discussions.
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Competition We compete for real estate financing opportunities with a wide range of real estate investors and lenders, including public and private REITs, private equity funds and traditional financial institutions such as banks and insurance companies. We believe our specialization in experiential real estate, focus on customer relationships and our underwriting discipline enhance our ability to compete for high-quality assets.
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Included in the property count are two experiential lodging properties held in unconsolidated joint ventures in which we continue to have interests. As of December 31, 2024 , our wholly-owned Experiential real estate portfolio consisted of approximately 18.8 million square feet, which includes 0.3 million square feet of vacant properties we intend to sell.
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Annually, EPR hosts leadership development sessions for all levels of our organization. • Culture - We strive to build a dedicated and engaged workforce by nurturing a culture that promotes innovation and teamwork.
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During 2024, production delays created by the 2023 writers' and actors' strikes impacted the theatre industry. To tal North American box office revenues for 2024 were down approximately 4% v ersus 2023. It is anticipated that the strikes will have little to no impact on the movie release schedule going forward.
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Principal Executive Offices The Company’s principal executive offices are located at 909 Walnut Street, Suite 200, Kansas City, Missouri 64106; telephone (816) 472-1700. 9 Materials Available on Our Website Our internet website address is www.eprkc.com.
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Two theatre customers remain on a cash-basis for revenue recognition purposes due to the ongoing uncertainty, including American Multi-Cinema, Inc. ("AMC"). We have experienced vacancies at certain theatre properties and have sold many of these properties. The remaining vacant properties are currently in the process of being sold or we are operating these theatres through third-party managers.
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We will evaluate the best strategy for any vacancies on a property-by-property basis. The modern megaplex theatre provides a greatly enhanced audio and visual experience for patrons. Additionally, national and local exhibitors have made significant strides to further enhance the customer experience.
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This is in part likely due to the fact that the majority of content streamed in-home is series-based content. We intend to significantly reduce our investments in theatres in the future and further diversify our other experiential property types.
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We expect this to occur as we limit new investments in theatres, grow other target experiential property types and pursue opportunistic dispositions of theatre properties. As of December 31, 2024, our owned theatre properties were leased to 17 different leading theatre operators.
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As of December 31, 2024, our wholly-owned Education real estate portfolio consisted of approximately 1.2 million square feet, which includes 13 thousand square feet for a vacant property we intend to sell. Our wholly-owned Education portfolio, excluding the vacant property we intend to sell, was 100% leased.
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As discussed above, our growth going forward will be focused on experiential properties and therefore we do not expect to seek additional opportunities for education properties. 5 Business Objectives and Strategies Our vision is to continue to build the premier diversified experiential REIT.
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Additionally, we have tenant and borrower relationships that provide us with access to investment opportunities. 6 Elevated interest rates, inflation and the challenging economic environment have increased our cost of capital, which has negatively impacted our ability to make investments in the near-term.
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Traditional REIT Lodging Structure In certain limited instances, we have utilized traditional REIT lodging structures, where we hold qualified lodging facilities under the REIT and we separately hold the operations of the facilities in taxable REIT subsidiaries ("TRSs"), which are facilitated by management agreements with eligible independent contractors.
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Development and Redevelopment We intend to continue developing properties and redeveloping existing properties that are consistent with our growth strategies. We generally do not begin development of a single-tenant property without a signed lease providing for rental payments that are commensurate with our level of capital investment.
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In addition to larger underwritten registered public offerings of both common and preferred shares, we have also offered shares pursuant to registered public offerings through the direct share purchase component of our Dividend Reinvestment and Direct Share Purchase Plan (“DSP Plan”).
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While such offerings are generally smaller than a typical underwritten public offering, issuing common shares under the direct share purchase component of our DSP Plan allows us to access capital on a more frequent basis in a cost-effective manner.
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We expect to opportunistically access the equity markets in the future and, depending primarily on the size and timing of our equity capital needs, may continue to issue shares under the direct share purchase component of our DSP Plan. Furthermore, we may issue shares in connection with acquisitions in the future.
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Competition We compete for real estate financing opportunities with other companies that invest in real estate, as well as traditional financial sources such as banks and insurance companies. REITs have financed, and may continue to seek to finance, experiential and other specialty properties as new properties are developed or become available for acquisition.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeHowever, we also manage a limited number of theatres formerly operated by our tenants and may manage a greater number in the future if customer defaults or bankruptcies result in our taking back properties. For managed properties, our ability to direct and control how our properties are operated is less than if we were able to manage these properties directly.
Biggest changeAs a result, from time to time, we enter into management agreements with third-party managers to operate certain properties. We utilize a third party manager for a limited number of theatres formerly operated by our tenants and may engage additional third-party managers in the future if customer defaults or bankruptcies result in our taking back properties.
To the extent any of these leases contain fixed expense reimbursement provisions or limitations, we may be subject to increases in costs resulting from inflation that are not fully passed through to tenants, which could adversely impact our financial condition and our results of our operations. Some of our investments are managed through a third-party manager.
To the extent any of these leases contain fixed expense reimbursement provisions or limitations, we may be subject to increases in costs resulting from inflation that are not fully passed through to tenants, which could adversely impact our financial condition and our results of operations. Some of our investments are managed through a third-party manager.
Our indebt edness could have important consequences, such as: • limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures or other debt service requirements or for other purposes; • limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service debt; • limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions; • restricting us from making strategic acquisitions, developing properties or pursuing business opportunities; • restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness; • exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in our debt instruments that could have a material adverse effect on our business, financial condition and operating results; • increasing our vulnerability to a downturn in general economic conditions or in pricing of our investments; • negatively impacting our credit ratings; and • limiting our ability to react to changing market conditions in our industry and in our customers’ industries.
Our indebt edness could have important consequences, such as: • limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures or other debt service requirements or for other purposes; 16 • limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service debt; • limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions; • restricting us from making strategic acquisitions, developing properties or pursuing business opportunities; • restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness; • exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in our debt instruments that could have a material adverse effect on our business, financial condition and operating results; • increasing our vulnerability to a downturn in general economic conditions or in pricing of our investments; • negatively impacting our credit ratings; and • limiting our ability to react to changing market conditions in our industry and in our customers’ industries.
Our participation in joint ventures subjects us to risks, including but not limited to, the following risks that: • we may need our partner(s)' consent for major decisions regarding a joint venture property; • our joint venture partners may have different objectives than us regarding the appropriate timing and terms of any sale or refinancing of a property, its operation or, if applicable, the commencement of development activities; • our joint venture partners may be structured differently than us for tax purposes and this could create conflicts of interest, including with respect to our compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures do not operate in compliance with REIT requirements; • our joint venture partners may have competing interests in our markets that could create conflicts of interest; • our joint venture partners may default on their obligations, which could necessitate that we fulfill their obligations ourselves or forfeit our interest in the ventures; • our joint ventures may be unable to repay any amounts that we may loan to them; • our joint venture agreements may contain provisions limiting the liquidity of our interest for sale or sale of the entire asset; • as the general partner or managing member of a joint venture, we could be generally liable under applicable law for the debts and obligations of the venture, and we may not be entitled to contribution or indemnification from our partners; and • our joint venture agreements may contain provisions that allow our partners to remove us as the general partner or managing member for cause, and this could result in liability for us to our partners under the governing agreement of the joint venture.
Our participation in joint ventures subjects us to risks, including but not limited to, the following risks that: • we may need our partner(s)' consent for major decisions regarding a joint venture property; • our joint venture partners may have different objectives than us regarding the appropriate timing and terms of any sale or refinancing of a property, its operation or, if applicable, the commencement of development activities; 25 • our joint venture partners may be structured differently than us for tax purposes and this could create conflicts of interest, including with respect to our compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures do not operate in compliance with REIT requirements; • our joint venture partners may have competing interests in our markets that could create conflicts of interest; • our joint venture partners may default on their obligations, which could necessitate that we fulfill their obligations ourselves or forfeit our interest in the ventures; • our joint ventures may be unable to repay any amounts that we may loan to them; • our joint venture agreements may contain provisions limiting the liquidity of our interest for sale or sale of the entire asset; • as the general partner or managing member of a joint venture, we could be generally liable under applicable law for the debts and obligations of the venture, and we may not be entitled to contribution or indemnification from our partners; and • our joint venture agreements may contain provisions that allow our partners to remove us as the general partner or managing member for cause, and this could result in liability for us to our partners under the governing agreement of the joint venture.
A security breach or other significant disruption involving our IT networks and related systems could disrupt the proper functioning of our networks and systems; result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines; result in our inability to monitor our compliance with the rules and regulations regarding our qualification as a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, 22 confidential, sensitive or otherwise valuable information of ours or others, which could be used to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of certain agreements; or damage our reputation among our tenants and investors generally.
A security breach or other significant disruption involving our IT networks and related systems could disrupt the proper functioning of our networks and systems; result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines; result in our inability to monitor our compliance with the rules and regulations regarding our qualification as a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which could be used to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of certain agreements; or damage our reputation among our tenants and investors generally.
These include: • a limit on beneficial ownership of our shares, which acts as a defense against a hostile takeover or acquisition of a significant or controlling interest, in addition to preserving our REIT status; • the ability of the Board of Trustees to issue preferred or common shares, to reclassify preferred or common shares, and to increase the amount of our authorized preferred or common shares, without shareholder approval; • limits on the ability of shareholders to remove trustees without cause; • requirements for advance notice of shareholder proposals at shareholder meetings; • provisions of Maryland law restricting business combinations and control share acquisitions not approved by the Board of Trustees and unsolicited takeovers; • provisions of Maryland law protecting corporations (and by extension REITs) against unsolicited takeovers by limiting the duties of the trustees in unsolicited takeover situations; • provisions in Maryland law providing that the trustees are not subject to any higher duty or greater scrutiny than that applied to any other director under Maryland law in transactions relating to the acquisition or potential acquisition of control; • provisions of Maryland law creating a statutory presumption that an act of the trustees satisfies the applicable standards of conduct for trustees under Maryland law; • provisions in loan or joint venture agreements putting the Company in default upon a change in control; and • provisions of our compensation arrangements with our associates calling for severance compensation and vesting of equity compensation upon termination of employment upon a change in control or certain events of the associates' termination of service. 30 Any or all of these provisions could delay or prevent a change in control of the Company, even if the change was in our shareholders' interest or offered a greater return to our shareholders.
These include: • a limit on beneficial ownership of our shares, which acts as a defense against a hostile takeover or acquisition of a significant or controlling interest, in addition to preserving our REIT status; • the ability of the Board of Trustees to issue preferred or common shares, to reclassify preferred or common shares, and to increase the amount of our authorized preferred or common shares, without shareholder approval; • limits on the ability of shareholders to remove trustees without cause; • requirements for advance notice of shareholder proposals at shareholder meetings; • provisions of Maryland law restricting business combinations and control share acquisitions not approved by the Board of Trustees and unsolicited takeovers; • provisions of Maryland law protecting corporations (and by extension REITs) against unsolicited takeovers by limiting the duties of the trustees in unsolicited takeover situations; • provisions in Maryland law providing that the trustees are not subject to any higher duty or greater scrutiny than that applied to any other director under Maryland law in transactions relating to the acquisition or potential acquisition of control; • provisions of Maryland law creating a statutory presumption that an act of the trustees satisfies the applicable standards of conduct for trustees under Maryland law; • provisions in loan or joint venture agreements putting the Company in default upon a change in control; and • provisions of our compensation arrangements with our associates calling for severance compensation and vesting of equity compensation upon termination of employment upon a change in control or certain events of the associates' termination of service. 31 Any or all of these provisions could delay or prevent a change in control of the Company, even if the change was in our shareholders' interest or offered a greater return to our shareholders.
We are subject to other risks in connection with any such development or acquisition activities, including the following: • we may not succeed in completing developments or consummating desired acquisitions on time; • we may face competition in pursuing development or acquisition opportunities, which could increase our costs; • we may encounter difficulties and incur substantial expenses in integrating acquired properties into our operations and systems and, in any event, the integration may require a substantial amount of time on the part of both our management and associates and therefore divert their attention from other aspects of our business; • we may undertake developments or acquisitions in new markets or industries where we do not have the same level of market knowledge, which may expose us to unanticipated risks in those markets and industries to which we are unable to effectively respond, such as an inability to attract qualified personnel with knowledge of such markets and industries; • we may incur construction costs in connection with developments, which may be higher than projected, potentially making the project unfeasible or unprofitable; • we may incur unanticipated capital expenditures in order to maintain or improve acquired properties; • we may be unable to obtain zoning, occupancy or other governmental approvals; • we may experience delays in receiving rental payments for developments that are not completed on time; • our developments or acquisitions may not be profitable; 28 • we may need the consent of third parties such as anchor tenants, mortgage lenders and joint venture partners, and those consents may be withheld; • we may incur adverse tax consequences if we fail to qualify as a REIT for U.S. federal income tax purposes following an acquisition; • we may be subject to risks associated with providing mortgage financing to third parties in connection with transactions, including any default under such mortgage financing; • we may face litigation or other claims in connection with, or as a result of, acquisitions, including claims from terminated associates, tenants, former stockholders or other third parties; • the market price of our common shares, preferred shares and debt securities may decline, particularly if we do not achieve the perceived benefits of any acquisition as rapidly or to the extent anticipated by securities or industry analysts or if the effect of an acquisition on our financial condition, results of operations and cash flows is not consistent with the expectations of these analysts; • we may issue shares in connection with acquisitions resulting in dilution to our existing shareholders; and • we may assume debt or other liabilities in connection with acquisitions.
We are subject to other risks in connection with any such development or acquisition activities, including the following: • we may not succeed in completing developments or consummating desired acquisitions on time; • we may face competition in pursuing development or acquisition opportunities, which could increase our costs; • we may encounter difficulties and incur substantial expenses in integrating acquired properties into our operations and systems and, in any event, the integration may require a substantial amount of time on the part of both our management and associates and therefore divert their attention from other aspects of our business; • we may undertake developments or acquisitions in new markets or industries where we do not have the same level of market knowledge, which may expose us to unanticipated risks in those markets and industries to which we are unable to effectively respond, such as an inability to attract qualified personnel with knowledge of such markets and industries; • we may incur construction costs in connection with developments, which may be higher than projected, potentially making the project unfeasible or unprofitable; • we may incur unanticipated capital expenditures in order to maintain or improve acquired properties; • we may be unable to obtain zoning, occupancy or other governmental approvals; • we may experience delays in receiving rental payments for developments that are not completed on time; • our developments or acquisitions may not be profitable; 29 • we may need the consent of third parties such as anchor tenants, mortgage lenders and joint venture partners, and those consents may be withheld; • we may incur adverse tax consequences if we fail to qualify as a REIT for U.S. federal income tax purposes following an acquisition; • we may be subject to risks associated with providing mortgage financing to third parties in connection with transactions, including any default under such mortgage financing; • we may face litigation or other claims in connection with, or as a result of, acquisitions, including claims from terminated associates, tenants, former shareholders or other third parties; • the market price of our common shares, preferred shares and debt securities may decline, particularly if we do not achieve the perceived benefits of any acquisition as rapidly or to the extent anticipated by securities or industry analysts or if the effect of an acquisition on our financial condition, results of operations and cash flows is not consistent with the expectations of these analysts; • we may issue shares in connection with acquisitions resulting in dilution to our existing shareholders; and • we may assume debt or other liabilities in connection with acquisitions.
Additionally, decreases in discretionary consumer spending brought about by weakened general economic conditions such as, but not limited to, higher interest rates, high inflation, lackluster recoveries from recessions, high unemployment levels, higher income taxes, low levels of consumer confidence, weakness in the housing market, cultural and demographic changes and increased stock market volatility may negatively impact our revenues and operating cash flows.
Additionally, decreases in discretionary consumer spending brought about by weakened general economic conditions such as, but not limited to, higher interest rates, high inflation, lackluster recoveries from recessions, high unemployment levels, higher income taxes, low levels of consumer confidence, weakness in the housing market, 21 cultural and demographic changes and increased stock market volatility may negatively impact our revenues and operating cash flows.
Moreover, we may be unable to transfer or sell the affected properties as gaming facilities, which could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects. We face risks associated with security breaches through cyber-attacks, cyber-intrusions or otherwise, as well as other significant disruptions of our information technology networks and related systems.
Moreover, we may be unable to transfer or sell the affected properties as gaming facilities, which could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects. 22 We face risks associated with security breaches through cyber-attacks, cyber-intrusions or otherwise, as well as other significant disruptions of our information technology networks and related systems.
The current challenging and uncertain economic environment could negatively impact our future compliance with financial covenants of our credit facility and other debt agreements and result in a default and potentially an 12 acceleration of indebtedness. Under those circumstances, other sources of capital may not be available to us or be available only on unattractive terms.
The current challenging and uncertain economic environment could negatively impact our future compliance with financial covenants of our credit facility and other debt agreements and result in a default and potentially an acceleration of indebtedness. Under those circumstances, other sources of capital may not be available to us or be available only on unattractive terms.
To the extent we cannot refinance such debt on favorable terms or at all, we may be forced to dispose of properties on disadvantageous terms or pay higher interest rates, 17 either of which would have an adverse impact on our financial performance and ability to pay dividends to our shareholders. Without new financing, our growth is limited.
To the extent we cannot refinance such debt on favorable terms or at all, we may be forced to dispose of properties on disadvantageous terms or pay higher interest rates, either of which would have an adverse impact on our financial performance and ability to pay dividends to our shareholders. Without new financing, our growth is limited.
There can be no assurances that our tenants will not become bankrupt or insolvent in the future. We could be adversely affected by a borrower's bankruptcy or default. If a borrower becomes bankrupt or insolvent or defaults under its loan, that could force us to declare a default and foreclose on any available collateral.
There can be no assurances that our tenants will not become bankrupt or insolvent in the future. 13 We could be adversely affected by a borrower's bankruptcy or default. If a borrower becomes bankrupt or insolvent or defaults under its loan, that could force us to declare a default and foreclose on any available collateral.
Additionally, certain proceedings or the resolution of certain proceedings may affect the availability or cost of some of our insurance coverage, exposing us to increased risks for which we may be uninsured. Failure to comply with the Americans with Disabilities Act and other laws could result in substantial costs. Most of our properties must comply with the ADA.
Additionally, certain proceedings or the resolution of certain proceedings may affect the availability or cost of some of our insurance coverage, exposing us to increased risks for which we may be uninsured. 26 Failure to comply with the Americans with Disabilities Act and other laws could result in substantial costs. Most of our properties must comply with the ADA.
In addition, the cost of insurance protection against terrorist acts has risen dramatically over the years. There can be no assurance our customers or managers of 24 our properties will be able to obtain terrorism insurance coverage, as applicable, or that any coverage they do obtain will adequately protect our properties against loss from terrorist attack.
In addition, the cost of insurance protection against terrorist acts has risen dramatically over the years. There can be no assurance our customers or managers of our properties will be able to obtain terrorism insurance coverage, as applicable, or that any coverage they do obtain will adequately protect our properties against loss from terrorist attack.
See "Cautionary Statement Concerning Forward-Looking Statements." Risks That May Impact Our Financial Condition or Performance Global economic uncertainty, disruptions in the financial markets, inflation, and the challenging economic environment may impair our ability to refinance existing obligations or obtain new financing for acquisition or development of properties.
See "Cautionary Statement Concerning Forward-Looking Statements." Risks That May Impact Our Financial Condition or Performance Global economic and geopolitical uncertainty, disruptions in the financial markets, inflation, and the challenging economic environment may impair our ability to refinance existing obligations or obtain new financing for acquisition or development of properties.
Our success depends upon, among other factors, trends of the national and local economies, financial condition and operating results of current and prospective customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation and population trends. Three customers represent a significant portion of our total revenues.
Our success depends upon, among other factors, trends of the national and local economies, financial condition and operating results of current and prospective customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation and population trends. 15 Three customers represent a significant portion of our total revenues.
If a tenant becomes insolvent or bankrupt, we cannot be sure that we could promptly recover the premises from the tenant or from a trustee or debtor-in-possession in a bankruptcy proceeding relating to the tenant. On the other hand, 13 a bankruptcy court might authorize the tenant to terminate its leases with us.
If a tenant becomes insolvent or bankrupt, we cannot be sure that we could promptly recover the premises from the tenant or from a trustee or debtor-in-possession in a bankruptcy proceeding relating to the tenant. On the other hand, a bankruptcy court might authorize the tenant to terminate its leases with us.
In addition, some of our properties, including those held in joint ventures, are subject to mortgages that contain customary covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to discontinue insurance coverage.
In addition, some of our properties, including those held in joint ventures, are subject to mortgages that contain customary covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to discontinue or reduce insurance coverage.
While we believe that we could find replacements for our personnel, the loss of their services could harm our operations and adversely affect the value of our shares. 20 We are subject to risks associated with the employment of personnel by managers of certain of our properties.
While we believe that we could find replacements for our personnel, the loss of their services could harm our operations and adversely affect the value of our shares. We are subject to risks associated with the employment of personnel by managers of certain of our properties.
Our credit ratings can affect the amount and type of capital we can access, as well as the terms and costs of any financings we may obtain. There can be no assurance that we will be able to maintain our current credit ratings.
Our credit ratings can affect the amount and type of capital we can access, as 12 well as the terms and costs of any financings we may obtain. There can be no assurance that we will be able to maintain our current credit ratings.
Other than deciding to make these dividends in our common shares, we are limited in our ability to use internal capital to acquire properties and must continually raise new capital in order to continue to grow and diversify our investment portfolio.
Other than deciding to make these dividends in our common shares, we are limited in our ability to use internal capital to acquire properties and must continually raise new capital in order to continue to grow and 17 diversify our investment portfolio.
Our subsidiaries are separate and distinct legal entities and have no obligations, other than limited guaranties of certain of our debt, to make funds available to us. Our development financing arrangements expose us to funding and completion risks.
Our 20 subsidiaries are separate and distinct legal entities and have no obligations, other than limited guaranties of certain of our debt, to make funds available to us. Our development financing arrangements expose us to funding and completion risks.
Accordingly, competition for the acquisition of real property could materially and adversely affect us. 15 Principal factors of competition are rent or interest charged, attractiveness of location, the quality of the property and breadth and quality of services provided.
Accordingly, competition for the acquisition of real property could materially and adversely affect us. Principal factors of competition are rent or interest charged, attractiveness of location, the quality of the property and breadth and quality of services provided.
Thus, our ability to service our debt obligations, pay dividends to holders of our common and preferred shares and repurchase shares depends on our subsidiaries' ability first to satisfy their obligations to their creditors and then to pay distributions to us and our ability to satisfy our obligations to our direct creditors.
Thus, our ability to service our debt obligations and pay dividends to holders of our common and preferred shares depends on our subsidiaries' ability first to satisfy their obligations to their creditors and then to pay distributions to us and our ability to satisfy our obligations to our direct creditors.
We may also be subject to fluctuations in real estate values or markets or the economy as a whole of non-U.S. jurisdictions we enter, which may adversely affect our international investments. 27 There are risks in owning or financing properties for which the tenants', borrowers', or our operations may be impacted by weather conditions, climate change and natural disasters.
We may also be subject to fluctuations in real estate values or markets or the economy as a whole of non-U.S. jurisdictions we enter, which may adversely affect our international investments. 28 There are risks in owning or financing properties for which the tenants', borrowers', or our operations may be impacted by weather conditions, climate change and natural disasters.
Foreign currency derivatives are subject to future risk of loss. We do not engage in purchasing foreign exchange contracts for speculative purposes. Additionally, we may enter other international markets that pose similar currency fluctuation risks as described above. 31 We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our shares.
Foreign currency derivatives are subject to future risk of loss. We do not engage in purchasing foreign exchange contracts for speculative purposes. 32 Additionally, we may enter other international markets that pose similar currency fluctuation risks as described above. We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our shares.
Any or all of the foregoing could have a material adverse effect on our financial condition, results of operations, cash flow and ability to make distributions with respect to, and the market price of, our common stock. We may also incur losses in connection with security breaches that exceed coverage limits under our cyber insurance policies.
Any or all of the foregoing could have a material adverse effect on our financial condition, results of operations, cash flow and ability to make distributions with respect to, and the market price of, our common shares. We may also incur losses in connection with security breaches that exceed coverage limits under our cyber insurance policies.
If for any reason AMC, Topgolf and/or Regal failed to perform under their lease or mortgage obligations for a significant period of time, or under any modified lease or mortgage obligations, we could be required to reduce or suspend our shareholder dividends or share repurchases and may not have sufficient funds to support operations or service our debt until substitute customers are obtained.
If for any reason Topgolf, AMC and/or Regal failed to perform under their lease or mortgage obligations for a significant period of time, or under any modified lease or mortgage obligations, we could be required to reduce or suspend our shareholder dividends and may not have sufficient funds to support operations or service our debt until substitute customers are obtained.
In addition, because a majority of our income comes from leasing real property, our income, funds available to pay indebtedness and funds available for distribution to our shareholders or share repurchases will decrease if a significant number of our tenants cannot pay their rent or if we are not able to maintain our levels of occupancy on favorable terms.
In addition, because a majority of our income comes from leasing real property, our income, funds available to pay indebtedness and funds available for distribution to our shareholders will decrease if a significant number of our tenants cannot pay their rent or if we are not able to maintain our levels of occupancy on favorable terms.
Our leases with tenants, financing arrangement with borrowers and agreements with managers of our properties require them to comply with the ADA. Our properties are also subject to various other federal, state and local regulatory requirements. We do not know whether existing requirements will change or whether compliance with future requirements will involve significant unanticipated expenditures.
Our leases with tenants, financing arrangements with borrowers and agreements with managers of our properties require them to comply with the ADA. Our properties are also subject to various other federal, state and local regulatory requirements. We do not know whether existing requirements will change or whether compliance with future requirements will involve significant unanticipated expenditures.
We cannot predict the degree to which the effects of any future pandemic, epidemic or outbreak of any highly infectious disease may adversely affect our business, financial conditions and results of operations. The COVID-19 pandemic severely impacted global economic activity and caused significant volatility and negative pressure in financial markets.
We cannot predict the degree to which the effects of any future pandemic, epidemic or outbreak of any highly infectious disease may adversely affect our business, financial condition and results of operations. The COVID-19 pandemic severely impacted global economic activity and caused significant volatility and negative pressure in financial markets.
If arrangements involving our TRSs fail to comply as we intended, we may fail to qualify for taxation as a REIT under the Internal Revenue Code or be subject to significant penalty taxes. We may depend on distributions from our direct and indirect subsidiaries to service our debt, pay dividends to our shareholders and repurchase shares.
If arrangements involving our TRSs fail to comply as we intended, we may fail to qualify for taxation as a REIT under the Internal Revenue Code or be subject to significant penalty taxes. We may depend on distributions from our direct and indirect subsidiaries to service our debt and pay dividends to our shareholders.
Higher interest rates would also likely increase our future borrowing costs and potentially decrease funds available for distribution, which could have an adverse effect on the market price of our common shares and possibly our preferred shares. 29 Inflation may have an effect on the value of our shares.
Higher interest rates would also likely increase our future borrowing costs and potentially decrease funds available for distribution, which could have an adverse effect on the market price of our common shares and possibly our preferred shares. 30 Inflation may have an effect on the value of our shares.
There can be no assurance that we will be able to refinance such debt on favorable terms or at all, especially in light of higher interest rates and other negative economic conditions.
There can be no assurance that we will be able to refinance such debt on favorable terms or at all, especially in light of elevated interest rates and other negative economic conditions.
There continues to be a high level of global economic challenges and uncertainty, including uncertainty regarding interest rates, inflationary pressures, geopolitical conflicts and political changes in the U.S. and abroad, all of which have contributed to volatility in the global financial markets and contributed to negative performance of the real estate sector.
There continues to be a high level of global economic and geopolitical challenges and uncertainty, including uncertainty regarding interest rates, inflationary pressures, tariffs and trade policies, geopolitical conflicts and political changes in the U.S. and abroad, all of which have contributed to volatility in the global financial markets and contributed to negative performance of the real estate sector.
Compliance with new laws or regulations and investor expectations relating to climate change and climate change disclosure, including compliance with securities law disclosure requirements, voluntary compliance with independent rating systems and “green” building codes, may require us or our customers to make improvements to our existing properties or result in increased operating costs, thereby impacting the financial condition of our customers and their ability to meet their lease or debt obligations.
Compliance with new laws or regulations and investor expectations relating to climate change and climate change disclosure, including compliance with securities and any federal or state disclosure requirements, voluntary compliance with independent rating systems and “green” building codes, may require us or our customers to make improvements to our existing properties or result in increased operating costs, thereby impacting the financial condition of our customers and their ability to meet their lease or debt obligations.
The factors that affect the value of our real estate include, among other things: • international, national, regional and local economic conditions; • consequences of any armed conflict involving, or terrorist attack against, the United States or Canada; • the threat of domestic terrorism or pandemic or other illness outbreaks (such as COVID-19 or variants thereof), which could cause consumers to avoid congregate settings; • our ability or the ability of our tenants or managers to secure adequate insurance; • natural disasters, such as earthquakes, hurricanes, wildfires and floods, which could exceed the aggregate limits of insurance coverage; • impacts of climate change; • local conditions such as an oversupply of space or lodging properties or a reduction in demand for real estate in the area; • competition from other available space or, in the case of our experiential lodging properties, competition from other lodging properties or alternative lodging options in our markets; • whether tenants and users such as customers of our tenants consider a property attractive; • the financial condition of our tenants, borrowers and managers, including the extent of bankruptcies or defaults; • higher levels of inflation; • whether we are able to pass some or all of any increased operating costs through to tenants or other customers; • how well we manage our properties or how well the managers of properties manage those properties; 23 • in the case of our experiential lodging properties, dependence on demand from business and leisure travelers, which may fluctuate and be seasonal; • fluctuations in interest rates; • changes in real estate taxes and other expenses; • changes in market rental rates; • the timing and costs associated with property improvements and rentals; • changes in taxation or zoning laws; • government regulation; • availability of financing on acceptable terms or at all and the costs of such financing; • potential liability under environmental or other laws or regulations; and • general competitive factors.
The factors that affect the value of our real estate include, among other things: • international, national, regional and local economic conditions; • consequences of any armed conflict involving, or terrorist attack against, the U.S. or Canada; • the threat of domestic terrorism or pandemic or other illness outbreaks (such as COVID-19 or variants thereof), which could cause consumers to avoid congregate settings; • our ability or the ability of our tenants or managers to secure adequate insurance; • natural disasters, such as earthquakes, hurricanes, wildfires and floods, which could exceed the aggregate limits of insurance coverage; • impacts of climate change; • local conditions such as an oversupply of space or lodging properties or a reduction in demand for real estate in the area; • competition from other available space or, in the case of our experiential lodging properties, competition from other lodging properties or alternative lodging options in our markets; • whether tenants and users such as customers of our tenants consider a property attractive; • the financial condition of our tenants, borrowers and managers, including the extent of bankruptcies or defaults; • higher levels of inflation; • whether we are able to pass some or all of any increased operating costs through to tenants or other customers; • how well we manage our properties or how well the managers of properties manage those properties; • in the case of our experiential lodging properties, dependence on demand from business and leisure travelers, which may fluctuate and be seasonal; • fluctuations in interest rates; • changes in real estate taxes and other expenses; • changes in market rental rates; • the timing and costs associated with property improvements and rentals; • changes in taxation or zoning laws; • government regulation; • availability of financing on acceptable terms or at all and the costs of such financing; • potential liability under environmental or other laws or regulations; and • general competitive factors. 24 The rents, interest and other payments we receive and the occupancy levels at our properties may decline as a result of adverse changes in any of these factors.
Furthermore, our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis.
Furthermore, our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis.
If our revenues decline, we generally would expect to have less cash available to pay our indebtedness, distribute to our shareholders and effect share repurchases. In addition, some of our unreimbursed costs of owning real estate may not decline when the related rents decline.
If our revenues decline, we generally would expect to have less cash available to pay our indebtedness and distribute to our shareholders. In addition, some of our unreimbursed costs of owning real estate may not decline when the related rents decline.
If market interest rates increase, prospective investors may desire a higher dividend rate on our common shares or seek securities paying higher dividends or interest.
If market interest rates increase or remain elevated, prospective investors may desire a higher dividend rate on our common shares or seek securities paying higher dividends or interest.
The creditors of these subsidiaries, and our direct creditors, are entitled to amounts payable to them before we pay any dividends to our shareholders or repurchase shares. Substantially all of our assets are held through our subsidiaries. We depend on these subsidiaries for substantially all of our cash flow from operations.
The creditors of these subsidiaries, and our direct creditors, are entitled to amounts payable to them before we pay any dividends to our shareholders. Substantially all of our assets are held through our subsidiaries. We depend on these subsidiaries for substantially all of our cash flow from operations.
The inability to respond promptly to changes in the performance of our property portfolio could adversely affect our financial condition and ability to service our debt, pay dividends to our shareholders and effect share repurchases. There are risks in owning assets outside the United States.
The inability to respond promptly to changes in the performance of our property portfolio could adversely affect our financial condition and ability to service our debt and pay dividends to our shareholders. There are risks in owning assets outside the United States.
Even if we remain qualified for taxation as a REIT under the Internal Revenue Code, we may face other tax liabilities that reduce our funds available for payment of dividends to our shareholders or the repurchase of shares.
Even if we remain qualified for taxation as a REIT under the Internal Revenue Code, we may face other tax liabilities that reduce our funds available for payment of dividends to our shareholders.
We had 55 f ull-time associates as of December 31, 2024 and, therefore, the impact we may feel from the loss of an associate may be greater than the impact such a loss would have on a larger organization. We are particularly dependent on the efforts of our senior leadership team .
We had 54 f ull-time associates as of December 31, 2025 and, therefore, the impact we may feel from the loss of an associate may be greater than the impact such a loss would have on a larger organization. We are particularly dependent on the efforts of our senior leadership team .
Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies. The U.S. Federal Reserve raised the benchmark interest rate significantly since 2022.
Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies. The U.S. Federal Reserve raised the benchmark interest rate significantly in 2022 and again in 2023.
Although the benchmark interest rate was decreased in the second half of 2024, there can be no assurances that the rate will not increase in the future.
Although the benchmark interest rate was decreased in the second half of 2024 and again in 2025, there can be no assurances that the rate will not increase in the future.
We rely in part on debt financing to finance our investments and development. To the extent that turmoil in the financial markets continues or intensifies, it has the potential to adversely affect our ability to refinance our existing obligations as they mature or obtain new financing for acquisition or development of properties and adversely affect the value of our investments.
To the extent that turmoil in the financial markets continues or intensifies, it has the potential to adversely affect our ability to refinance our existing obligations as they mature or obtain new financing for acquisition or development of properties and adversely affect the value of our investments.
Our entertainment districts in Colorado, New York, California, and Ontario, Canada, and similar properties we may seek to acquire or develop in the future, involve risks not typically encountered in the purchase and lease-back of real estate properties that are operated by a single tenant.
Our entertainment districts and similar properties we may seek to acquire or develop in the future, involve risks not typically encountered in the purchase and lease-back of real estate properties that are operated by a single tenant.
While relief provisions can sometimes excuse REIT gross income test failures, significant penalty taxes may still be imposed. 19 For our TRS arrangements to comply as intended with the REIT qualification and taxation rules under the Internal Revenue Code, a number of requirements must be satisfied, including: • our TRSs may not directly or indirectly operate or manage a lodging facility, other than through an eligible independent contractor, as defined by the Internal Revenue Code; • the leases to our TRSs must be respected as true leases for federal income tax purposes and not as service contracts, partnerships, joint ventures, financings or other types of arrangements; • the leased properties must constitute qualified lodging facilities (including customary amenities and facilities) under the Internal Revenue Code; • our leased properties must be managed and operated on behalf of the TRSs by independent contractors who are less than 35% affiliated with us and who are actively engaged (or have affiliates so engaged) in the trade or business of managing and operating qualified lodging facilities for persons unrelated to us; and • the rental and other terms of the leases must be arm's length.
For our TRS arrangements to comply as intended with the REIT qualification and taxation rules under the Internal Revenue Code, a number of requirements must be satisfied, including: • our TRSs may not directly or indirectly operate or manage a lodging facility, or provide rights to operate or manage a lodging facility under a brand name, other than through an eligible independent contractor as defined by the Internal Revenue Code; • the leases to our TRSs must be respected as true leases for federal income tax purposes and not as service contracts, partnerships, joint ventures, financings or other types of arrangements; • the leased properties must constitute qualified lodging facilities (including customary amenities and facilities) under the Internal Revenue Code; • our leased properties must be managed and operated on behalf of the TRSs by independent contractors who are less than 35% affiliated with us and who are actively engaged (or have affiliates so engaged) in the trade or business of managing and operating qualified lodging facilities for persons unrelated to us; and • the rental and other terms of the leases must be arm's length.
From time to time, we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the FASB and the SEC.
GAAP, which is periodically revised and/or expanded. From time to time, we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the FASB and the SEC.
Additionally, as of December 31, 2024, our Series E preferred shares are convertible, at each of the holder's option, into our common shares at a conversion rate of 0.4831 common shares per $25.00 liquidation preference, which is equivalent to a conversion price of approximately $51.75 per common share (subject to adjustment in certain events).
Additionally, as of December 31, 2025 , our Series E preferred shares are convertible, at each of the holder's option, into our common shares at a conver sion rate of 0.4845 common shares per $25.00 liquidation preference, which is equivalent to a conversion price of approximately $51.60 p er common share (subject to adjustment in certain events).
In addition, future legislation, new regulations, administrative interpretations or court decisions may significantly change the tax laws, the application of the tax laws to our qualification as a REIT or the U.S. federal income tax consequences of that qualification. 18 If we were to fail to qualify as a REIT in any taxable year (including any prior taxable year for which the statute of limitations remains open), we would face tax consequences that could substantially reduce the funds available for the service of our debt and payment of dividends: • we would not be allowed a deduction for dividends paid to shareholders in computing our taxable income and would be subject to federal income tax at regular corporate rates; • we could be subject to increased state and local taxes; • unless we are entitled to relief under statutory provisions, we could not elect to be treated as a REIT for four taxable years following the year in which we were disqualified; and • we could be subject to tax penalties and interest.
If we were to fail to qualify as a REIT in any taxable year (including any prior taxable year for which the statute of limitations remains open), we would face tax consequences that could substantially reduce the funds available for the service of our debt and payment of dividends: • we would not be allowed a deduction for dividends paid to shareholders in computing our taxable income and would be subject to federal income tax at regular corporate rates; 18 • we could be subject to increased state and local taxes; • unless we are entitled to relief under statutory provisions, we could not elect to be treated as a REIT for four taxable years following the year in which we were disqualified; and • we could be subject to tax penalties and interest.
Studios are party to collective bargaining agreements with a number of other labor unions, and failure to reach timely agreements or renewals of existing agreements or future strikes or labor disruptions may further affect the production, supply and theatrical release of motion pictures. Neither we nor our customers control the operations of studios or motion picture distributors.
Studios are party to collective bargaining agreements with a number of other labor unions, and failure to reach timely agreements or renewals of existing agreements or future strikes or labor disruptions may further affect the production, supply and theatrical release of motion pictures.
In addition, if we fail to renew these leases, there can be no assurances that we will be able to locate substitute tenants for such properties or enter into leases with these substitute tenants on economically favorable terms. Operating risks in the experiential real estate industry may affect the ability of our customers to perform under their leases or mortgages.
In addition, if we fail to renew these leases, there can be no assurances that we will be able to locate substitute tenants for such properties or enter into leases with these substitute tenants on economically favorable terms, which may impact our financial results by lowering income or requiring us to record an impairment loss. 14 Operating risks in the experiential real estate industry may affect the ability of our customers to perform under their leases or mortgages.
Any of these events could substantially increase our cost of operations, require us to fund environmental indemnities in favor of our lenders, limit the amount we 26 could borrow under our unsecured revolving credit facility and reduce our ability to service our debt and pay dividends to shareholders.
Any of these events could substantially increase our cost of operations, require us to fund environmental indemnities in favor of our lenders, limit the amount we could borrow under our unsecured revolving credit facility and reduce our ability to service our debt and pay dividends to shareholders. 27 We are exposed to the potential impacts of future climate change and climate-change related risks.
As of December 31, 2024, our Series C preferred shares are convertible, at each of the holder's option, into our common shares at a conversion rate of 0.4316 common shares per $25.00 liquidation preference, which is equivalent to a conversion price of approximately $57.92 per common share (subject to adjustment in certain events).
As of December 31, 2025 , our Series C preferred shares are convertible, at each of the holder's option, into our common shares at a conversion rate o f 0.4378 c ommon shares per $25.00 liquidation preference, which is equivalent to a conversion price of approxim ately $57.10 per common share (subject to adjustment in certain events).
We may sell or divest different properties or assets after an evaluation of our portfolio of businesses. Such sales or divestitures could affect our costs, revenues, results of operations, financial condition and liquidity.
We may sell or divest different properties or assets after an evaluation of our portfolio of businesses or as a result of a customer exercising a purchase or note pay-off option. Such sales or divestitures could affect our costs, revenues, results of operations, financial condition and liquidity.
Many of these customers operate services or businesses that are dependent upon consumer experiences. The success of most of these businesses depends on the willingness or ability of consumers to use their discretionary income to purchase our customers' products or services.
The success of most of these businesses depends on the willingness or ability of consumers to use their discretionary income to purchase our customers' products or services.
The creditors of each of our direct and indirect subsidiaries are entitled to payment of that subsidiary's obligations to them, when due and payable, before distributions may be made by that subsidiary to us.
The creditors of each of our direct and indirect subsidiaries are entitled to payment of that subsidiary's obligations to them, when due and payable, before distributions may be made by that subsidiary to us. In addition, our creditors, whether secured or unsecured, are entitled to amounts payable to them before we may pay any dividends to our shareholders.
Subject to certain administrative proceeding requirements, the gaming regulators have the authority to deny any application or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities. 21 Gaming authorities may conduct investigations into the conduct or associations of our trustees, officers, key associates or investors to ensure compliance with applicable standards.
Subject to certain administrative proceeding requirements, the gaming regulators have the authority to deny any application or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities.
REITs are generally experiencing heightened risks and uncertainties resulting from current challenging economic conditions, including significant volatility and negative pressure in financial and capital markets, higher cost of capital, lasting impacts of high inflation and other risks and uncertainties associated with the current economic environment. Our business has been more acutely affected by these risks.
REITs are generally experiencing heightened risks and uncertainties resulting from current challenging economic conditions, including significant volatility and negative pressure in financial and capital markets, higher cost of capital, lasting impacts of high inflation and other risks and uncertainties associated with the current economic environment. We rely in part on debt financing to finance our investments and development.
In addition, motion picture production is highly dependent on labor that is subject to various collective bargaining agreements. The Writers Guild of America strike of 2023 halted motion picture production and may delay or otherwise affect the supply of certain motion pictures.
In addition, motion picture production is highly dependent on labor that is subject to various collective bargaining agreements. The Writers Guild of America and the Screen Actors Guild strikes in 2023 significantly impacted the production and supply of motion pictures.
We also intend that our transactions with our TRSs be conducted on an arm's length basis so that we and our TRSs will not be subject to penalty taxes under the Internal Revenue Code applicable to mispriced transactions.
We also intend that our transactions with our TRSs be conducted on an arm's length basis so that we and our TRSs will not be subject to penalty taxes under the Internal Revenue Code applicable to mispriced transactions. While relief provisions can sometimes excuse REIT gross income test failures, significant penalty taxes may still be imposed.
We may experience future rent deferral requests or defaults, the breadth of which will depend upon the scope, severity and duration of the future events and circumstances heightening credit risks.
We may experience future rent deferral requests or defaults, the breadth of which will depend upon the scope, severity and duration of the future events and circumstances heightening credit risks. We may be materially and adversely affected in the event of a significant default by our customers and counterparties.
The future outbreak of any highly infectious or contagious diseases, such as the COVID-19 pandemic, could materially and adversely impact or cause disruption to, our performance, financial condition, results of operations and cash flows.
In addition, disruptions in global financial markets may have other adverse effects on us, our tenants, our borrowers or the economy in general. 10 The future outbreak of any highly infectious or contagious diseases, such as the COVID-19 pandemic, could materially and adversely impact or cause disruption to, our performance, financial condition, results of operations and cash flows.
We may also be adversely impacted as a real estate owner, operator and developer in the future by stricter energy and water efficiency standards, water access for our properties or greenhouse gas regulations.
If the frequency of extreme weather and other natural events increases due to climate change, our exposure to these events could increase. We may also be adversely impacted as a real estate owner, operator and developer in the future by stricter energy and water efficiency standards, water access for our properties or greenhouse gas regulations.
Dilution could affect the value of our shares. Our future growth will depend in part on our ability to raise additional capital. If we raise additional capital through the issuance of equity securities, the interests of holders of our common shares could be diluted.
Dilution could affect the value of our shares. Our future growth will depend in part on our ability to raise additional capital.
If we are unable to obtain financing from these or other sources, or to refinance existing indebtedness upon maturity, our financial condition and results of operations would likely be adversely affected. We are also currently experiencing elevated costs of capital, which negatively impacts our ability to make investments in the near term.
If we are unable to obtain financing from these or other sources, or to refinance existing indebtedness upon maturity, our financial condition and results of operations would likely be adversely affected.
We may be materially and adversely affected in the event of a significant default by our customers and counterparties. 14 From time to time, the base terms of some of our leases will expire and there is no assurance that such leases will be renewed at existing lease terms, at otherwise economically favorable terms or at all.
From time to time, the base terms of some of our leases will expire and there is no assurance that such leases will be renewed at existing lease terms, at otherwise economically favorable terms or at all. From time to time, the base terms of some of our leases with our tenants will expire.
Megaplex theatre properties depend on regular production and availability of motion pictures, which were severely disrupted during the COVID-19 pandemic and by the Writers Guild of America and Screen Actors Guild strikes in 2023. As a result, we are subject to more risk associated with megaplex theatres than if we had more diversified investments.
Megaplex theatre properties depend on regular production and availability of motion pictures, which were severely disrupted during the COVID-19 pandemic and by the Writers Guild of America and Screen Actors Guild strikes in 2023.
In a rising interest rate environment, the cost of our existing variable rate debt and any new debt will likely increase. We have used leverage to acquire properties and expect to continue to do so in the future. Although the use of leverage is common in the real estate industry, our use of debt exposes us to some risks.
In a rising or elevated interest rate environment, the cost of our existing variable rate debt and any new debt will likely increase or remain higher compared to historical periods. We have used leverage to acquire properties and expect to continue to do so in the future.
To the extent that we satisfy the distribution requirement but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our undistributed income.
Our taxable income is determined without regard to any deduction for dividends paid and by excluding net capital gains. To the extent that we satisfy the distribution requirement but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our undistributed income.
Any reduction in discretionary spending by consumers within the market segments in which our customers or potential customers operate could adversely affect such customers' operations and, in turn, reduce the demand for our properties or financing solutions. Most of our portfolio is leased to or financed with customers operating service or retail businesses on our property locations.
Most of our customers, consisting primarily of tenants and borrowers, operate properties in market segments that depend upon discretionary spending by consumers. Any reduction in discretionary spending by consumers within the market segments in which our customers or potential customers operate could adversely affect such customers' operations and, in turn, reduce the demand for our properties or financing solutions.
In addition, some of our unreimbursed costs of owning real estate may not decline when the related rents decline. There are risks associated with owning and leasing real estate.
If our revenues decline, we generally would expect to have less cash available to pay our indebtedness and distribute to our shareholders. In addition, some of our unreimbursed costs of owning real estate may not decline when the related rents decline. There are risks associated with owning and leasing real estate.
We are organized and believe we qualify as a REIT, and intend to operate in a manner that will allow us to continue to qualify as a REIT.
If we fail to qualify as a REIT for U.S. federal income tax purposes, we will be taxed as a corporation. We are organized and believe we qualify as a REIT, and intend to operate in a manner that will allow us to continue to qualify as a REIT.
Multi-tenant retail centers also expose us to the risk of potential common area maintenance expense slippage, which may occur when the actual cost of taxes, insurance and maintenance at the property exceeds the common area maintenance fees paid by tenants. 25 We may from time to time be subject to litigation that could negatively impact our financial condition, cash flows, results of operations and the trading price of our shares.
Multi-tenant retail centers also expose us to the risk of potential common area maintenance expense slippage, which may occur when the actual cost of taxes, insurance and maintenance at the property exceeds the common area maintenance fees paid by tenants.
An increase in our expenses at these properties and a failure of our revenues to increase at least with inflation could adversely impact our financial condition and our results of operations. Most of our customers, consisting primarily of tenants and borrowers, operate properties in market segments that depend upon discretionary spending by consumers.
An increase in our expenses at these properties and a failure of our revenues to increase at least with inflation could adversely impact our financial condition and our results of operations.
Topgolf, AMC and Regal represent a significant portion of our total revenue. For the year ended December 31, 2024, total revenues of approximately $100.8 million or 14.4% were from Topgolf, approximately $94.4 million or 13.5% were from AMC and approximately $76.4 million or 10.9% were from Regal.
Topgolf, AMC and Regal represent a significant portion of our total revenue. For the year ended December 31, 2025 , total reven ues of approximately $102.3 million or 14.2% were from Topgolf, approximately $97.4 million or 13.6% were from AMC and approximately $82.8 million or 11.5% were from R egal.
Inflation, both real or anticipated as well as any resulting governmental policies, could adversely affect the economy and the costs of labor, goods and services to our tenants or borrowers. Our long-term leases and loans typically contain provisions such as rent escalators, percentage rent or participating interest, designed to mitigate the adverse impact of inflation.
Inflation could adversely impact our customers and our results of operations. Inflation, both real and anticipated as well as any resulting governmental policies, could adversely affect the economy and the costs of labor, goods and services to our tenants or borrowers.
Divestitures have inherent risks, including possible delays in closing transactions, potential difficulties in obtaining regulatory approvals, receiving lower-than-expected sales proceeds for the divested assets, and potential post-closing claims for indemnification.
Future sales or divestitures could affect our costs, revenues, results of operations, financial condition, liquidity and our ability to comply with applicable financial covenants. Divestitures have inherent risks, including possible delays in closing transactions, potential difficulties in obtaining regulatory approvals, receiving lower-than-expected sales proceeds for the divested assets, potential impairment charges and potential post-closing claims for indemnification.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn addition, the Company conducts frequent security awareness trainings for all associates, utilizes malware, antivirus, and spyware protections and has other protections in place for its network and users. The Company maintains robust end user and administrative user policies governing the use of Company technology. The Company also maintains cyber liability insurance coverage and performs regular vulnerability and penetration assessments.
Biggest changeIn addition, the Company conducts frequent security awareness trainings for all associates, utilizes tools to detect, prevent and neutralize malware, viruses, spyware and other cyber threats and leverages a layered set of systems and controls to protect its network, users and data. The Company maintains robust end user and administrative user policies governing the use of Company technology.
In general, the Company seeks to address cybersecurity risks through a comprehensive, company-wide cyber risk program that is focused on preserving the confidentiality, security and availability of the information that the Company collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
In general, the Company seeks to address cybersecurity risks through a comprehensive, company-wide cyber risk program focused on preserving the confidentiality, security and availability of the information that the Company collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
The Company's cyber risk management program includes processes for identifying and overseeing both internal cybersecurity risks and those presented by third parties, including vendors, service providers and other external users 32 of the Company's systems, as well as the systems of third parties that could adversely impact the Company's business in the event of a cybersecurity incident affecting those third party systems.
The Company's cyber risk management program includes processes for identifying and overseeing both internal cybersecurity risks and those presented by third parties, including vendors, service providers and other external users 33 of the Company's systems, as well as the systems of third parties that could adversely impact the Company's business in the event of a cybersecurity incident affecting those third-party systems.
The Company has a documented response plan to follow in the event a cybersecurity incident occurs. The plan details how to determine the scope and risk of an incident, incident response, communication of incident results and risks to all stakeholders and how to reduce the likelihood of an incident occurring or reoccurring.
The Company has a documented response plan to follow in the event a cybersecurity incident occurs. The plan details how to determine the scope and risk of an incident, incident response, escalating and communication procedures and the reporting of incident results and risks to all stakeholders and how to reduce the likelihood of an incident occurring or reoccurring.
The Company's Vice President of Information Systems has been with the Company for over 19 years and has overseen the Company's information systems, including its cyber risk management program, for the last six years.
The Company also maintains cyber liability insurance coverage and performs regular vulnerability and penetration assessments. The Company's Vice President of Information Systems has been with the Company for over 20 years and has overseen the Company's information systems, including its cyber risk management program, for the last seven years.
Item 1C. Cybersecurity The Company's Board of Trustees recognizes the critical importance of maintaining the trust and confidence of the Company's customers, business partners, associates and other stakeholders.
Item 1C. Cybersecurity The Company's Board of Trustees recognizes the critical importance of maintaining the trust and confidence of the Company's customers, business partners, associates and other stakeholders. The Board, in coordination with the Audit Committee, is actively involved in the oversight of the Company's enterprise risk management ("ERM") program, of which cybersecurity is an important component.
Removed
The Board, in coordination with the Audit Committee, is actively involved in the oversight of the Company's risk management program, and cybersecurity represents an important component of the Company's overall approach to enterprise risk management ("ERM").

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table sets forth certain information by state or province regarding our owned real estate portfolio as of December 31, 2024 (dollars in thousands): Location Building (gross sq. ft.) Rental Revenue for the Year Ended December 31, 2024 % of Rental Revenue Texas 2,810,267 $ 76,093 13.0 % California 1,753,099 79,659 13.6 % Florida 1,286,099 41,789 7.1 % Ontario, Canada 1,204,639 36,110 6.2 % Pennsylvania 954,660 33,894 5.8 % Illinois 831,355 20,959 3.6 % Ohio 753,055 13,551 2.3 % New York 682,200 40,622 7.0 % Tennessee 680,570 17,581 3.0 % Colorado 634,674 19,839 3.4 % North Carolina 631,137 20,649 3.5 % Virginia 618,659 16,168 2.8 % Louisiana 591,272 14,686 2.5 % Michigan 521,631 8,958 1.5 % Georgia 516,315 13,232 2.3 % Missouri 490,330 6,065 1.0 % Kansas 482,359 11,845 2.0 % Arizona 465,755 13,751 2.4 % Quebec, Canada 399,437 9,306 1.6 % New Jersey 392,930 8,053 1.4 % Kentucky 365,971 6,619 1.1 % South Carolina 349,388 11,233 1.9 % Indiana 345,941 7,624 1.3 % Alabama 323,972 5,935 1.0 % Oregon 201,532 3,686 0.6 % Connecticut 185,074 4,371 0.8 % Minnesota 181,764 6,067 1.0 % Idaho 179,036 3,789 0.7 % Maryland 177,856 2,160 0.4 % Arkansas 165,219 4,148 0.7 % Mississippi 116,900 3,781 0.7 % Massachusetts 111,166 1,020 0.2 % Maine 107,000 1,083 0.2 % New Hampshire 97,400 1,284 0.2 % Iowa 93,755 1,402 0.2 % Oklahoma 90,737 6,689 1.1 % New Mexico 71,297 2,542 0.4 % Nevada 50,426 1,650 0.3 % Washington 47,004 3,123 0.5 % Montana 44,650 1,092 0.2 % Wisconsin 22,580 432 0.1 % Hawaii — 2,544 0.4 % Nebraska (1) — 83 — % 20,029,111 $ 585,167 100.0 % (1) Property sold during the year ended December 31, 2021 and tenant continues to pay deferred rent to EPR. 35 Office Location Our executive office is located in Kansas City, Missouri and is leased from a third-party landlord.
Biggest changeThe following table sets forth certain information by state or province regarding our owned real estate portfolio as of December 31, 2025 (dollars in thousands): Location Building (gross sq. ft.) Rental Revenue for the Year Ended December 31, 2025 % of Rental Revenue Texas 2,716,738 $ 77,436 12.7 % California 1,665,099 83,162 13.7 % Florida 1,286,099 42,491 7.0 % Ontario, Canada 1,204,639 37,157 6.1 % New York 1,111,921 42,283 6.9 % Pennsylvania 933,779 33,884 5.6 % Illinois 831,355 19,986 3.3 % Colorado 773,077 25,216 4.1 % Ohio 739,759 13,237 2.2 % Tennessee 680,570 18,109 3.0 % North Carolina 631,137 22,170 3.6 % Louisiana 591,272 15,032 2.5 % Kansas 582,159 12,727 2.1 % Virginia 545,159 16,582 2.7 % Michigan 521,631 9,146 1.5 % Georgia 509,159 13,512 2.2 % Missouri 490,330 6,642 1.1 % Arizona 465,755 14,614 2.4 % Quebec, Canada 399,437 10,392 1.7 % South Carolina 349,388 12,032 2.0 % Indiana 345,941 8,386 1.4 % Kentucky 334,733 6,547 1.1 % Alabama 323,972 6,110 1.0 % New Jersey 297,464 9,545 1.6 % Oklahoma 189,968 8,014 1.3 % Minnesota 181,764 6,618 1.1 % Idaho 179,036 3,991 0.7 % Oregon 166,526 3,750 0.6 % Arkansas 165,219 4,169 0.7 % Connecticut 158,069 3,506 0.6 % Mississippi 116,900 4,144 0.7 % Massachusetts 111,166 1,100 0.2 % Maine 107,000 1,131 0.2 % Iowa 93,755 1,524 0.2 % New Mexico 71,297 2,713 0.4 % Maryland 63,306 2,190 0.3 % Nevada 50,426 1,649 0.3 % Washington 47,004 3,216 0.5 % Montana 44,650 1,092 0.2 % Hawaii — 2,640 0.4 % New Hampshire (1) — 556 0.1 % Wisconsin (1) — 120 — % Nebraska (2) — 84 — % 20,076,659 $ 608,605 100.0 % (1) Properties sold during the year ended December 31, 2025.
Item 2. Properties As of December 31, 2024, our real estate portfolio consisted of investments in our Experiential and Education reportable segments. Except as otherwise noted, all of the real estate investments listed below are owned or ground leased directly by us.
Item 2. Properties As of December 31, 2025, our real estate portfolio consisted of investments in our Experiential and Education reportable segments. Except as otherwise noted, all of the real estate investments listed below are owned or ground leased directly by us.
The following table sets forth our wholly-owned properties (excluding properties under development, land held for developme nt, properties owned by unconsolidated real estate joint ventures an d properties securing our mortgage notes) listed by segment and property type, gross square footage (except for certain ski and attraction properties where such number is not meaningful), percentage leased and total rental revenue for the year ended December 31, 2024 (dollars in thousands).
The following table sets forth our wholly-owned properties (excludes properties under development, land held for developme nt, properties owned by unconsolidated real estate joint ventures an d properties securing our mortgage notes) listed by segment and property type and includes gross square footage (except for certain ski and attraction properties where such number is not meaningful), percentage leased and total rental revenue for the year ended December 31, 2025 (dollars in thousands).
Our leases are typically triple-net leases that require the tena nt to pay substantially all expenses associated with the operation of the properties, including taxes, other governmental charges, insurance, utilities, service, maintenance and any ground lease payments. Additionally, we are lesse e in 51 operating ground leases as of December 31, 2024.
Our leases are typically triple-net leases that require the tena nt to pay substantially all expenses associated with the operation of the properties, including taxes, other governmental charges, insurance, utilities, service, maintenance and any ground lease payments. Additionally, we are lesse e in 50 operating ground leases as of December 31, 2025.
Our leases have remaining terms ranging from one year to 25 years. These leases may be extended for predetermined extension terms at the option of the tenants.
Our leases have remaining terms ranging fro m one year to 26 years. These leases may be extended for predetermined extension terms at the option of the tenants.
Tenants and Leases Our existing leases on real estate investments (on a consolidated basis - excluding unconsolidated joint venture properties) provide for aggregate annual minimum rental payments for 2025 of approximately $503.8 million (not including the impact of rent deferrals, ground lease payments for leases in which we are a sublessor, periodic rent escalations that are not fixed, percentage rent or straight-line rent).
Tenants and Leases Our existing leases on real estate investments (on a consolidated basis - excluding unconsolidated joint venture properties) provide for aggregate annual minimum rental payments for 2026 of approximately $536.7 million (not including ground lease payments for leases in which our tenants are sub-tenants and are responsible for paying rent under the ground lease, periodic rent escalations that are not fixed, percentage rent or straight-line rent).
Many of our build-to-suit opportunities come to us from our existing strong relationships with property operators and developers, and we expect to continue to pursue these opportunities.
The percentage of total investment spending related to build-to-suit projects, including investment spending for mortgage notes on such projects, was approximately 33% in 2025. Many of our build-to-suit opportunities come to us from our existing strong relationships with property operators and developers, and we expect to continue to pursue these opportunities.
However, pursuant to the facility leases, the tenants are generally responsible for performing substantially all of our obligations under the ground leases. 33 Number of Properties Building Gross Square Footage Percentage Leased (5) Rental Revenue for the Year Ended December 31, 2024 % of Company's Rental Revenue Experiential Theatres (1) 157 10,994,761 100.0 % $ 237,034 40.5 % Eat & Play (2) 53 5,081,986 96.0 % 172,856 29.5 % Attractions (3) 22 1,001,169 100.0 % 69,254 11.8 % Ski 3 330,508 100.0 % 25,217 4.3 % Experiential Lodging 1 276,210 100.0 % 2,743 0.5 % Fitness & Wellness 8 631,920 100.0 % 21,534 3.7 % Gaming (4) 1 — 100.0 % 12,993 2.2 % Cultural 1 457,093 100.0 % 5,679 1.0 % Total Experiential 246 18,773,647 98.9 % $ 547,310 93.5 % Education Early Childhood Education Centers 57 963,102 100.0 % $ 27,358 4.7 % Private Schools 9 292,362 100.0 % 10,499 1.8 % Total Education 66 1,255,464 100.0 % $ 37,857 6.5 % Total 312 20,029,111 99.0 % $ 585,167 100.0 % (1) Includes six properties operated by EPR through third-party managers.
However, pursuant to the facility leases, our tenants are generally responsible for performing substantially all of our obligations under the ground leases. 34 Number of Properties Building Gross Square Footage Percentage Leased Rental Revenue for the Year Ended December 31, 2025 % of Company's Rental Revenue Experiential Theatres (1) 148 10,310,839 99.2 % $ 244,523 40.2 % Eat & Play (2) 55 5,281,017 96.4 % 178,534 29.3 % Attractions (3) 24 1,430,890 100.0 % 72,125 11.9 % Ski 3 330,508 100.0 % 25,321 4.2 % Experiential Lodging 1 276,210 100.0 % 2,743 0.4 % Fitness & Wellness 13 869,693 100.0 % 29,348 4.8 % Gaming (4) 1 — 100.0 % 12,571 2.1 % Cultural 1 457,093 100.0 % 5,982 1.0 % Total Experiential 246 18,956,250 98.6 % $ 571,147 93.9 % Education Early Childhood Education Centers 46 828,047 100.0 % $ 26,879 4.4 % Private Schools 9 292,362 100.0 % 10,579 1.7 % Total Education 55 1,120,409 100.0 % $ 37,458 6.1 % Total 301 20,076,659 98.7 % $ 608,605 100.0 % (1) Includes four properties operated by EPR through third-party managers.
Our tenants are generally sub-tenants under these ground leases and are responsible for paying rent under these agreements. Our sub-lessor operating ground leases provide for aggregate annual minimum rental payments for 2025 of approx imately $26.3 million. Our ground leases have remaining terms ranging from one year to 42 years, most of which include one or more options to renew.
Our tenants are sub-tenants under these ground leases and are responsible for paying rent under these agreements in all but two instances. Our sub-lessor operating ground leases provide for aggregate annual minimum rental payments for 2026 of approx im ately $27.3 million.
The following table sets forth lease expirations regarding EPR’s wholly-owned portfolio as of December 31, 2024 excluding properties we operate, non-theatre tenant leases at entertainment districts and experiential lodging properties operated through a traditional REIT lodging structure (dollars in thousands): Year Number of Properties Square Footage Rental Revenue for the Year Ended December 31, 2024 % of Company's Rental Revenue 2025 1 39,240 $ 653 0.1 % 2026 2 39,289 2,412 0.4 % 2027 4 314,699 21,065 3.6 % 2028 9 604,771 14,905 2.5 % 2029 14 812,144 21,720 3.7 % 2030 19 1,391,775 32,043 5.5 % 2031 4 354,930 7,382 1.3 % 2032 8 460,708 12,236 2.1 % 2033 7 320,563 10,409 1.8 % 2034 36 2,313,989 65,859 11.3 % 2035 29 2,435,642 75,265 12.9 % 2036 40 2,698,769 73,313 12.5 % 2037 29 1,631,637 61,970 10.6 % 2038 41 2,241,304 63,443 10.8 % 2039 9 202,336 6,511 1.1 % 2040 4 209,680 10,235 1.7 % 2041 30 805,130 18,608 3.2 % 2042 4 466,958 17,597 3.0 % 2043 7 123,497 20,529 3.5 % 2044 2 279,281 10,972 1.9 % Thereafter 1 19,000 1,048 0.2 % 300 17,765,342 $ 548,175 93.7 % 34 Our wholly-owned proper ties (excluding properties under development, land held for development, properties owned by unconsolidated real estate joint ventures and properties securing our mortgage notes) are located in 40 states and the Canadian provinces of Ontario and Quebec.
The following table sets forth lease expirations regarding EPR’s wholly-owned portfolio (defined above) as of December 31, 2025 excluding properties we operate through third-party managers and non-theatre tenant leases at entertainment districts (dollars in thousands): Year Number of Properties Square Footage Rental Revenue for the Year Ended December 31, 2025 % of Company's Rental Revenue 2026 1 39,289 $ 1,141 0.2 % 2027 4 314,699 20,675 3.4 % 2028 9 604,771 15,107 2.5 % 2029 14 796,011 21,726 3.6 % 2030 20 1,449,253 34,158 5.6 % 2031 3 279,325 5,126 0.8 % 2032 8 460,708 12,237 2.0 % 2033 7 320,563 10,210 1.7 % 2034 34 2,295,305 68,599 11.3 % 2035 29 2,333,642 72,313 11.9 % 2036 40 2,563,753 76,396 12.5 % 2037 27 1,604,632 61,758 10.1 % 2038 40 2,225,531 65,029 10.7 % 2039 2 120,481 4,987 0.8 % 2040 3 196,781 9,799 1.6 % 2041 30 805,130 18,608 3.1 % 2042 4 466,958 18,640 3.1 % 2043 7 123,497 20,266 3.3 % 2044 1 — 3,071 0.5 % 2045 6 632,488 21,570 3.5 % Thereafter 7 220,370 7,003 1.2 % 296 17,853,187 $ 568,419 93.4 % 35 Our wholly-owned proper ties (defined above) are located i n 38 states and Can ada.
(4) Represents land under ground lease to a casino operator. (5) Excludes properties we intend to sell.
(4) Represents land owned by us and ground leased to a casino operator.
Removed
The lease has projected 2025 annual rent of appr oximately $958 thousand and is scheduled to expire on September 30, 2026, with two separate five-year extension options available.
Added
(2) Property sold during the year ended December 31, 2021 and tenant continues to pay deferred rent to EPR. 36 Office Location Our executive office is located in Kansas City, Missouri and is leased from a third-party landlord. The lease has projected 2026 rent of approximately $717 thousand and is scheduled to expire on September 30, 2026.
Removed
Property Acquisitions and Developments in 2024 Our property acquisi tions and developments in 2024 consisted of spending on experiential properties. The percentage of total investment spending related to build-to-suit projects, including investment spending for mortgage notes on such projects, was approx ima tely 64% in 2024.
Added
Subsequent to December 31, 2025, we signed a new office lease for our executive office with a term of 10.5 years for approximately 41,525 square feet of office space. The lease is expected to commence January 1, 2027 with an initial annual rent payment of approximately $1.0 million.
Added
Our ground leases have remaining terms ranging from eight months to 17 years, most of which include one or more options to renew. Property Acquisitions and Developments in 2025 Our property acquisi tions and developments in 2025 consisted of spending on experiential properties.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeShare Performance Graph The following graph compares the cumulative return on our common shares during the five-year period ended December 31, 2024, to the cumulative return on the MSCI U.S. REIT Index and the Russell 1000 Index for the same period. The comparisons assume an initial investment of $100 and the reinvestment of all dividends during the comparison period.
Biggest changeREIT Index and the Russell 1000 Index for the same period. The comparisons assume an initial investment of $100 and the reinvestment of all dividends during the comparison period. Performance during the comparison period is not necessarily indicative of future performance.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common shares are listed on the New York Stock Exchange (“NYSE”) under the trading symbol “EPR.” During the year ended December 31, 2024, the Company did not sell any unregistered equity securities.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common shares are listed on the New York Stock Exchange (“NYSE”) under the trading symbol “EPR.” During the year ended December 31, 2025, the Company did not sell any unregistered equity securities.
Among the factors the Company’s Board of Trustees considers in setting the common share dividend rate are the applicable REIT tax rules and regulations that apply to dividends, the Company’s results of operations, including FFO and FFOAA per share, and the Company’s Cash Available for Distribution (defined as net cash flow available for distribution after payment of operating expenses, debt service, preferred dividends and other obligations).
Among the factors the Company’s Board of Trustees considers in setting the common share dividend rate are the applicable REIT tax rules and regulations that apply to dividends, the Company’s results of operations, including FFO, FFOAA and AFFO per share, and the Company’s Cash Available for Distribution (defined as net cash flow available for distribution after payment of operating expenses, debt service, preferred dividends and other obligations). 38 Share Performance Graph The following graph compares the cumulative return on our common shares during the five-year period ended December 31, 2025, to the cumulative return on the MSCI U.S.
REIT Index $ 100.00 $ 92.43 $ 132.23 $ 99.82 $ 113.54 $ 123.47 Russell 1000 Index $ 100.00 $ 120.96 $ 152.96 $ 123.71 $ 156.53 $ 194.89 Source: S&P Global Market Intelligence The performance graph and related text are being furnished to and not filed with the SEC, and will not be deemed "soliciting material" or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such information by reference into such a filing. 37 Item 6. [Reserved]
REIT Index $ 100.00 $ 143.06 $ 108.00 $ 122.84 $ 133.59 $ 137.53 Russell 1000 Index $ 100.00 $ 126.45 $ 102.27 $ 129.40 $ 161.12 $ 189.10 Source: S&P Global Market Intelligence The performance graph and related text are being furnished to and not filed with the SEC, and will not be deemed "soliciting material" or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such information by reference into such a filing.
Performance during the comparison period is not necessarily indicative of future performance. Total Return Analysis 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 EPR Properties $ 100.00 $ 47.91 $ 72.15 $ 61.61 $ 85.53 $ 84.46 MSCI U.S.
Total Return Analysis 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 EPR Properties $ 100.00 $ 150.60 $ 128.59 $ 178.52 $ 176.28 $ 212.46 MSCI U.S.
Removed
On February 26, 2025, there were app roximately 5,503 holders of record of our outstanding common shares. Issuer Purchases of Equity Securities During the quarter ended December 31, 2024, the Company did not repurchase any of its equity securities. 36 Dividends We expect to continue paying dividends to our common and preferred shareholders in future periods.
Added
On February 25, 2026, there were app roxim ately 5,172 hol ders of record of our outstanding common shares. 37 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs October 1 through October 31, 2025 common shares 387 (1) $ 57.73 — $ — November 1 through November 30, 2025 common shares — — — — December 1 through December 31, 2025 common shares — — — — Total 387 $ 57.73 — $ — (1) The repurchases of equity securities du ring October 2025 were completed in conjunction with the vesting of employee nonvested shares.
Added
These repurchases were not made pursuant to a publicly announced plan or program. Dividends We expect to continue paying dividends to our common and preferred shareholders in future periods.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOperating Results Our total revenue, net income available to common shareholders per diluted share and Funds From Operations As Adjusted ("FFOAA") per diluted share (a non-GAAP financial measure) are detailed below for the years ended December 31, 2024 and 2023 (dollars in millions, except per share information): Year ended December 31, 2024 2023 Change Total revenue $ 698.1 $ 705.7 (1) % Net income available to common shareholders per diluted share 1.60 1.97 (19) % FFOAA per diluted share 4.87 5.18 (6) % The major factors impacting our results for the year ended December 31, 2024 , as compared to the year ended December 31, 2023 were as follows: • The decrease in rental revenue due to a comprehensive restructuring agreement with Regal and higher deferred rental payments from cash basis tenants received in 2023; • The effect of property acquisitions and dispositions that occurred in 2024 and 2023; • The increase in other income and other expense related to operating additional properties; • The decrease in impairment charges and general and administrative expense; • The increase in equity in loss from joint ventures, impairment charges on joint ventures and provision for credit losses; and • The recognition of higher net gain on sale of real estate in 2024 versus the recognition of net loss on sale of real estate in 2023.
Biggest changeOperating Results Our total revenue, net income available to common shareholders per diluted share and FFOAA per diluted share are detailed below for the years ended December 31, 2025 and 2024 (dollars in millions, except per share information): Year ended December 31, 2025 2024 Change Total revenue $ 718.4 $ 698.1 3 % Net income available to common shareholders per diluted share 3.28 1.60 105 % FFOAA per diluted share 5.12 4.87 5 % The major factors impacting our results for the year ended December 31, 2025 , as compared to the year ended December 31, 2024 were as follows: • The effect of investments and dispositions that occurred in 2025 and 2024; 41 • The recognition of lower other income and other expense primarily related to having fewer operating properties for the year ended December 31, 2025 versus the year ended December 31, 2024; • The recognition of higher general and administrative expense, retirement and severance expense, transaction costs and income tax expense for the year ended December 31, 2025 versus the year ended December 31, 2024. • The decrease in provision for credit losses, net, impairment charges and impairment charges on joint ventures for the year ended December 31, 2025 versus the year ended December 31, 2024; • The recognition of higher gain on sale of real estate and early ground lease termination for the year ended December 31, 2025 versus the year ended December 31, 2024; and • The recognition of lower equity in loss from joint ventures for the year ended December 31, 2025 versus the year ended December 31, 2024.
FFO, FFOAA and AFFO are widely used measures o f the operating performance of real estate companies and are provided here as supplemental measures to GAAP net income ava ilable to common shareholders and earnings per share, and management provides FFO, FFOAA and AFFO herein because it believes this information is useful to 50 investors in this regard.
FFO, FFOAA and AFFO are widely used measures o f the operating performance of real estate companies and are provided here as supplemental measures to GAAP net income ava ilable 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.
Because adjusted EBITDAre, as defined, 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 adjustments for other items, we also look at an additional ratio that reflects these adjustments.
Because adjusted EBITDAre, as defined, does not include the annualization of investments put in service, acquired or disposed of during the quarter, or the potential earnings on property under development, the annualization of percentage rent and adjustments for other items, we also look at an additional ratio that reflects these adjustments.
We may also use the sales comparison approach or take into account real estate purchase offers to derive the fair value of the real estate if it is anticipated that the property may be sold. Real Estate Acquisitions Upon acquisition of real estate properties, we evaluate the acquisition to determine if it is a business combination or an asset acquisition.
We may also use the sales comparison approach or take into account real estate purchase offers to derive the fair value of the real estate if it is anticipated that the property may be sold. 42 Real Estate Acquisitions Upon acquisition of real estate properties, we evaluate the acquisition to determine if it is a business combination or an asset acquisition.
Collectability of Lease Receivables Our accounts receivable balance is comprised primarily of rents and operating cost recoveries due from tenants as well as accrued rental rate increases to be received over the life of the existing leases. We regularly evaluate the collectability of our receivables on a lease-by-lease basis.
Collectability of Lease Receivables Our accounts receivable balance is comprised primarily of rents and operating cost recoveries due from tenants as well as accrued fixed rental rate increases to be received over the life of the existing leases. We regularly evaluate the collectability of our receivables on a lease-by-lease basis.
Our method of calculating Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. 52 Gross Assets Gross Assets represents total assets (reported in accordance with GAAP) adjusted to exclude accumulated depreciation and reduced by cash and cash equivalents.
Our method of calculating Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. Gross Assets Gross Assets represents total assets (reported in accordance with GAAP) adjusted to exclude accumulated depreciation and reduced by cash and cash equivalents.
We expect to finance these investments with cash on hand, excess cash flow, proceeds from asset dispositions or borrowings under our unsecured revolving credit facility as well as debt and equity financing alternatives.
We expect to finance these investments with cash on hand, excess cash flow, proceeds from asset 50 dispositions or borrowings under our unsecured revolving credit facility as well as debt and equity financing alternatives.
See “Cautionary Statement Concerning Forward-Looking Statements.” Actual results and experience could differ materially from the anticipated results and other expectations expressed in our forward-looking statements as a result of a number of factors, including but not limited to those discussed in this Item and in Item 1A - “Risk Factors.” A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 is presented below.
See “Cautionary Statement Concerning Forward-Looking Statements.” Actual results and experience could differ materially from the anticipated results and other expectations expressed in our forward-looking statements as a result of a number of factors, including but not limited to those discussed in this Item and in Item 1A - “Risk Factors.” A discussion regarding our financial condition and results of operations for fiscal year 2025 compared to fiscal year 2024 is presented below.
For the definitions and further details on the calculations of FFOAA and certain other non-GAAP financial measures, see section below titled "Non-GAAP Financial Measures." Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes.
For the definitions and further details on the calculation of FFOAA and certain other non-GAAP financial measures, see section below titled "Non-GAAP Financial Measures." Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes.
At December 31, 2024, we had outstanding $179.6 million of Series B senior unsecured notes that were issued in a private placement transaction and are due on August 22, 2026. At December 31, 2024, the interest rate for these Series B private placement notes was 4.56%.
At December 31, 2025, we had outstanding $179.6 million of Series B senior unsecured notes that were issued in a private placement transaction and are due on August 22, 2026. At December 31, 2025, the interest rate for these Series B private placement notes was 4.56%.
Our unsecured revolving credit facility and the private placement notes contain financial covenants or restrictions that limit our levels of consolidated debt, secured debt, investments outside certain categories, stock repurchases and dividend distributions and require us to meet certain coverage levels for fixed charges and debt service.
Our unsecured revolving credit facility and the private placement notes contain financial covenants or restrictions that limit our levels of consolidated debt, secured debt, investments outside certain categories, share repurchases and dividend distributions and require us to meet certain coverage levels for fixed charges and debt service.
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 years ended December 31, 2024, 2023 and 2022.
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 years ended December 31, 2025, 2024 and 2023.
Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, we calculate EB ITDAre as net income, co mputed in accordance with GAAP, excluding interest expense (net), income tax (benefit) expense, depreciation and amortization, gains and losses from disposition of real estate, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates.
Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, we calculate EB ITDAre as net income, co mputed in accordance with GAAP, excluding interest expense (net), income tax (benefit) expense, depreciation and amortization, gains and losses from disposition of real estate and early ground lease terminations, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates.
Accordingly, we determined that our investment in these joint ventures had no fair value and was not recoverable, and during the year ended December 31, 2024, recognized $12.1 million in othe r-than-temporary impairment charges on joint ventures related to these equity investments.
Accordingly, we determined that our investment in these joint ventures had no fair value and was not recoverable, and during the year ended December 31, 2024, we recognized $12.1 million in other-than-temporary impairment charges on joint ventures related to these equity investments.
Pursuant to the definition of FFO by the Board of Governors of NAREIT, we calculate FFO as net income availab le to common shareholders, computed in accordance with GAAP, excluding gains and losses from disposition of real estate and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates.
Pursuant to the definition of FFO by the Board of Governors of NAREIT, we calculate FFO as net income availab le to common shareholders, computed in accordance with GAAP, excluding gains and losses from disposition of real estate and early ground lease terminations and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates.
A discussion regarding our financial condition and results of operations for fiscal year 2023 compared to fiscal year 2022 is incorporated herein by reference and can be found under Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024.
A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 is incorporated herein by reference and can be found under Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025.
Market rent assumptions used for the estimated future cash flows and the capitalization rate used to estimate the residual value of the real estate can fluctuate based on economic and industry specific factors. Changes in these assumptions could materially impact the result of the undiscounted cash flow test.
Market rent assumptions used for the estimated future cash flows and the capitalization rate used to estimate the residual value of the real estate can fluctuate based on economic and industry specific factors. Changes in these assumptions could materially impact the result of the undiscounted cash flow test and lead to an impairment loss.
(4) Impairment charges recognized during the year ended December 31, 2024 related to one vacant theatre property, two theatre properties being operated through third-party property management agreements and two leased theatre properties.
(4) Impairment charges recognized during the year ended December 31, 2024 related to one vacant theatre property, two theatre properties being operated through third-party property management agreements and two leased theatre properties. No impairment charges were recognized during the year ended December 31, 2025.
In the event the tenant fails to pay the ground lease rent or the property does not have sub-tenants, we would be primarily responsible for the payment, assuming we do not sell or re-tenant the property.
In the event our tenant fails to pay the ground lease rent or the property does not have sub-tenants, we would typically be responsible for the payment, assuming we do not sell or re-tenant the property.
(5) The gain on sale of real estate for the year ended December 31, 2024 related to the sale of two cultural properties, eight vacant theatre properties, one leased theatre property and two vacant early childhood education centers.
The gain on sale of real estate and early ground lease termination for the year ended December 31, 2024 related to the sale of two cultural properties, eight vacant theatre properties, one leased theatre property and two vacant early childhood education centers.
We have two options to extend the maturity date of the new credit facility by an additional six months each (i.e., for a total of 12 months), subject to paying additional fees and the absence of any default.
We have two options to extend the maturity date of this credit facility by an additional six months each (for a total of 12 months), subject to paying additional fees and the absence of any default.
If economic conditions or the 41 tenant's financial condition or results decline, the anticipated collection of outstanding lease receivables may not be probable and could result in the suspension of revenue recognition and the write-off of the lease receivable.
If economic conditions or the tenant's financial condition decline, the anticipated collection of outstanding lease receivables may not be probable and could result in the suspension of accrual revenue recognition and the write-off of outstanding lease receivables.
The new credit facility contains an "accordion" feature under which we may increase the total maximum principal amount available by $1.0 billion, to a total of $2.0 billion, subject to lender consent. The new credit facility matures on October 2, 2028.
The credit facility contains an "accordion" feature under which we may increase the total maximum principal amount available by $1.0 billion, to a total of $2.0 billion, subject to lender consent.
Additionally, these debt instruments contain cross-default provisions if we default under other indebtedness exceeding certain amounts. Those cross-default thresholds vary from $50.0 million to $75.0 million, depending upon the debt instrument. We were in compliance with all financial and other covenants under our consolidated debt instruments at December 31, 2024.
Additionally, these debt instruments contain cross-default provisions if we default under other indebtedness exceeding certain amounts. Those cross-default thresholds vary from $50.0 million to $75.0 million, depending upon 48 the debt instrument. We were in compliance with all financial and other covenants under our consolidated debt instruments at December 31, 2025. In 2024, two experiential lodging properties located in St.
Generally, our acquisitions are considered asset acquisitions. If an acquisition is determined to be an asset acquisition, we allocate the purchase price and other related acquisition costs incurred to the acquired tangible assets and identified intangible assets and liabilities on a relative fair value basis.
Our acquisitions are generally considered to be asset acquisitions, and, accordingly, we allocate the purchase price and other related capitalized acquisition costs incurred to the acquired tangible assets and identified intangible assets and liabilities on a relative fair value basis.
We advance development costs in periodic draws. If we determine that construction is not being completed in accordance with the terms of the development agreement, we can discontinue funding construction draws. We have agreed to lease the properties to the operators at pre-determined rates upon completion of construction.
If we determine that construction is not being completed in accordance with the terms of the development agreement, we can discontinue funding construction draws. We have agreed to lease the properties to the operators at predetermined rates upon completion of construction.
We have and expect to continue to issue debt securities in public or private offerings. We have and may in the future assume mortgage debt in connection with property acquisitions or incur new mortgage debt on existing properties. We may also issue equity securities in connection with acquisitions.
We have and may in the future assume mortgage debt in connection with property acquisitions or incur new mortgage debt on existing properties. We may also issue equity securities in connection with acquisitions.
We generally use the income approach to derive the fair value of the property, which includes estimates for market rent, capitalization rates, and discount rates that are subjective and can be impacted by a lack of comparable transactions.
Impairment loss is calculated based upon the difference between the fair value and the carrying value of the property. We generally use the income approach to derive the fair value of the property, which includes estimates for market rent, capitalization rates, and discount rates that are subjective and can be impacted by a lack of comparable transactions.
Long-term liquidity requirements consist primarily of debt maturities. We have $300.0 million of consolidated debt maturities due April 1, 2025. We currently believe that we will be able to repay, extend, refinance or otherwise settle our debt maturities as the debt comes due and that we will be able to fund our remaining commitments, as necessary.
Long-term liquidity requirements consist primarily of debt maturities. We have $629.6 million of debt maturities due in 2026. We currently believe that we will be able to repay, extend, refinance or otherwise settle our debt maturities as the debt comes due and that we will be able to fund our remaining commitments, as necessary.
In addition, we had restricted cash of $13.6 million at December 31, 2024, which related primarily to escrow deposits required for property management, mortgage note and debt agreements or held for potential acquisitions, developments and redevelopments.
In addition, we had restricted cash of $8.1 million at December 31, 2025, which related primarily to escrow deposits required for property management, mortgage note and debt agreem ents or held for potential acquisitions, developments and redevelopments.
Mortgage Debt, Senior Notes, Unsecured Revolving Credit Facility and Unsecured Term Loan Facility As of December 31, 2024 , we had total debt outstanding of $2.9 billion of which 99% was unsecured.
Mortgage Debt, Senior Notes, Unsecured Revolving Credit Facility and Unsecured Term Loan Facility As of December 31, 2025 , we had total debt out standing of $2.9 billion of which 99% was uns ecured.
(3) The change in provision (benefit) for credit losses, net for the year ended December 31, 2024 compared to the year ended December 31, 2023 was due primarily to credit loss expense of $10.3 million related to one mortgage note receivable recognized during the year ended December 31, 2024.
(3) The change in provision (benefit) for credit losses, net for the year ended December 31, 2025 compared to the year ended December 31, 2024 related primarily to credit loss expense of $6.2 million recognized to fully reserve one mortgage note receivable during the year ended December 31, 2025 versus credit loss expense of $10.3 million related to one mortgage note receivable recognized during the year ended December 31, 2024.
As of December 31, 2024, our Experiential portfolio (excluding property under development, undeveloped land inventory and the three joint venture properties noted below) consisted of the following property types (owned or financed): • 157 theatre properties; • 58 eat & play properties (including seven theatres located in entertainment districts); • 24 attraction properties; • 11 ski properties; • four experiential lodging properties; • 22 fitness & wellness properties; • one gaming property; and • one cultural property.
As of December 31, 2025, our Experiential portfolio (excluding property under development, undeveloped land inventory and two joint venture properties) consisted of the following property types (owned or financed): • 148 theatre properties; • 60 eat & play properties (including seven theatres located in entertainment districts); • 26 attraction properties; • 11 ski properties; • four experiential lodging properties; • 27 fitness & wellness properties; • one gaming property; and • one cultural property.
Other assets include the following: December 31, 2024 December 31, 2023 Intangible assets, gross $ 64,317 $ 65,299 Less: accumulated amortization on intangible assets (31,876) (30,589) Notes receivable and related accrued interest receivable, net 3,346 3,879 Prepaid expenses and other current assets 39,464 22,718 Total other assets $ 75,251 $ 61,307 Impact of Recently Issued Accounting Standards See Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information on the impact of recently issued accounting standards on our business.
Other assets include the following: December 31, 2025 December 31, 2024 Intangible assets, gross $ 63,239 $ 64,317 Less: accumulated amortization on intangible assets (31,584) (31,876) Notes receivable and related accrued interest receivable, net 2,710 3,346 Prepaid expenses and other current assets 37,237 39,464 Total other assets $ 71,602 $ 75,251 Impact of Recently Issued Accounting Standards See Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information on the impact of recently issued accounting standards on our business.
The unsecured revolving credit facility bears interest at a floating rate of the Secured Overnight Funds Rate (SOFR) plus 1.15% (based on our unsecured debt ratings and with a SOFR floor of zero), which was 5.46% at December 31, 2024. Additionally, the facility fee on the revolving credit facility is 0.25%.
The unsecured revolving credit facility bears interest at a floating rate of SOFR plus 1.05% (based on our unsecured debt ratings and with a SOFR floor of zero), which was 4.71% at December 31, 2025. Additionally, the facility fee on the revolving credit facility is 0.25%.
Our total investments (a non-GAAP financial measure) were approximately $6.9 billion as of December 31, 2024. See "Non-GAAP Financial Measures" for the reconciliation of "Total assets" in the consolidated balance sheet to total investments and the calculation of total investments at December 31, 2024 and 2023. We group our investments into two reportable segments, Experiential and Education.
See "Non-GAAP Financial Measures" for the reconciliation of "Total assets" in the consolidated balance sheet to total investments and the calculation of total investments at December 31, 2025 and 2024. We group our investments into two reportable segments, 40 Experiential and Education.
At December 31, 2024, we had outstanding $2.5 billion in aggregate principal amount of unsecured senior notes (excluding the private placement notes discussed below) ranging in interest rates from 3.60% to 4.95%.
At December 31, 2025, we had outstan ding $2.75 billion in ag gregate principal amount of unsecured senior notes (excluding the private placement notes discussed below) ranging in interest rates from 3.60% to 4.95%.
We are working in good faith with our joint venture partners, the non-recourse debt provider and the insurance companies to identify a path forward in which we expect to result in the eventual removal of the unconsolidated equity investments in these experiential lodging properties and the related non-recourse debt from our portfolio, although there can be no assurances as to the outcome of those discussions.
We continue to work in good faith with our joint venture partners, the non-recourse debt provider and the insurance companies to identify a path forward in which we expect to result in the eventual removal of the unconsolidated equity investments in these experiential lodging properties and the related non-recourse debt from our portfolio.
The following table summarizes our FFO, FFOAA and AFFO including per share amounts for FFO and FFOAA, for the years ended December 31, 2024, 2023 and 2022 and reconciles such measures to net income available to common shareholders, the most directly comparable GAAP measure (unaudited, in thousands, except per share information): Year ended December 31, 2024 2023 2022 FFO: Net income available to common shareholders of EPR Properties $ 121,922 $ 148,901 $ 152,088 (Gain) loss on sale of real estate (16,101) 2,197 (651) Impairment of real estate investments 51,764 67,366 25,381 Real estate depreciation and amortization 165,029 167,219 162,821 Allocated share of joint venture depreciation 9,419 8,876 7,409 Impairment charges on joint ventures 28,217 — 647 FFO available to common shareholders of EPR Properties $ 360,250 $ 394,559 $ 347,695 FFO available to common shareholders of EPR Properties $ 360,250 $ 394,559 $ 347,695 Add: Preferred dividends for Series C preferred shares 7,752 7,752 7,752 Add: Preferred dividends for Series E preferred shares 7,752 7,752 7,756 Diluted FFO available to common shareholders of EPR Properties $ 375,754 $ 410,063 $ 363,203 FFOAA: FFO available to common shareholders of EPR Properties $ 360,250 $ 394,559 $ 347,695 Retirement and severance expense 1,836 547 — Transaction costs 798 1,554 4,533 Provision (benefit) for credit losses, net 12,247 878 10,816 Costs associated with loan refinancing or payoff 337 — — Impairment of operating lease right-of-use assets — — 1,968 Sale participation income (included in other income) — — (9,134) Gain on insurance recovery (included in other income) — — (552) Deferred income tax benefit (1,539) (344) (169) FFOAA available to common shareholders of EPR Properties $ 373,929 $ 397,194 $ 355,157 FFOAA available to common shareholders of EPR Properties $ 373,929 $ 397,194 $ 355,157 Add: Preferred dividends for Series C preferred shares 7,752 7,752 7,752 Add: Preferred dividends for Series E preferred shares 7,752 7,752 7,756 Diluted FFOAA available to common shareholders of EPR Properties $ 389,433 $ 412,698 $ 370,665 51 Year ended December 31, 2024 2023 2022 AFFO: FFOAA available to common shareholders of EPR Properties $ 373,929 $ 397,194 $ 355,157 Non-real estate depreciation and amortization 704 814 831 Deferred financing fees amortization 8,844 8,637 8,360 Share-based compensation expense to management and trustees 14,066 17,512 16,666 Amortization of above/below-market leases, net and tenant allowances (333) (535) (355) Maintenance capital expenditures (1) (7,299) (12,399) (4,545) Straight-lined rental revenue (17,327) (10,591) (6,993) Straight-lined ground sublease expense 97 1,099 1,692 Non-cash portion of mortgage and other financing income (1,984) (1,088) (473) Allocated share of joint venture non-cash items 712 — — AFFO available to common shareholders of EPR Properties $ 371,409 $ 400,643 $ 370,340 FFO per common share: Basic $ 4.76 $ 5.24 $ 4.64 Diluted 4.70 5.15 4.60 FFOAA per common share: Basic $ 4.94 $ 5.28 $ 4.74 Diluted 4.87 5.18 4.69 Shares used for computation (in thousands): Basic 75,636 75,260 74,967 Diluted 75,999 75,715 75,043 Weighted average shares outstanding-diluted EPS 75,999 75,715 75,043 Effect of dilutive Series C preferred shares 2,314 2,283 2,250 Effect of dilutive Series E preferred shares 1,664 1,663 1,664 Adjusted weighted average shares outstanding - diluted Series C and Series E 79,977 79,661 78,957 Other financial information: Dividends per common share $ 3.400 $ 3.300 $ 3.250 (1) Includes maintenance capital expenditures and certain second-generation tenant improvements and leasing commissions.
The following table summarizes our FFO, FFOAA and AFFO including per share amounts for FFO and FFOAA, for the years ended December 31, 2025, 2024 and 2023 and reconciles such measures to net income available to common shareholders, the most directly comparable GAAP measure (unaudited, in thousands, except per share information): 51 Year ended December 31, 2025 2024 2023 FFO: Net income available to common shareholders of EPR Properties $ 250,792 $ 121,922 $ 148,901 (Gain) loss on sale of real estate and early ground lease termination (39,533) (16,101) 2,197 Impairment of real estate investments — 51,764 67,366 Real estate depreciation and amortization 168,545 165,029 167,219 Allocated share of joint venture depreciation 4,010 9,419 8,876 Impairment charges on joint ventures — 28,217 — FFO available to common shareholders of EPR Properties $ 383,814 $ 360,250 $ 394,559 FFO available to common shareholders of EPR Properties $ 383,814 $ 360,250 $ 394,559 Add: Preferred dividends for Series C preferred shares 7,752 7,752 7,752 Add: Preferred dividends for Series E preferred shares 7,752 7,752 7,752 Diluted FFO available to common shareholders of EPR Properties $ 399,318 $ 375,754 $ 410,063 FFOAA: FFO available to common shareholders of EPR Properties $ 383,814 $ 360,250 $ 394,559 Retirement and severance expense 2,995 1,836 547 Transaction costs 2,199 798 1,554 Provision (benefit) for credit losses, net 8,477 12,247 878 Costs associated with loan refinancing or payoff — 337 — Deferred income tax benefit (846) (1,539) (344) FFOAA available to common shareholders of EPR Properties $ 396,639 $ 373,929 $ 397,194 FFOAA available to common shareholders of EPR Properties $ 396,639 $ 373,929 $ 397,194 Add: Preferred dividends for Series C preferred shares 7,752 7,752 7,752 Add: Preferred dividends for Series E preferred shares 7,752 7,752 7,752 Diluted FFOAA available to common shareholders of EPR Properties $ 412,143 $ 389,433 $ 412,698 AFFO: FFOAA available to common shareholders of EPR Properties $ 396,639 $ 373,929 $ 397,194 Non-real estate depreciation and amortization 615 704 814 Deferred financing fees amortization 8,808 8,844 8,637 Share-based compensation expense to management and trustees 15,329 14,066 17,512 Amortization of above/below-market leases, net and tenant allowances (324) (333) (535) Maintenance capital expenditures (1) (5,205) (7,299) (12,399) Straight-lined rental revenue (16,100) (17,327) (10,591) Straight-lined ground sublease expense (37) 97 1,099 Non-cash portion of mortgage and other financing income (1,502) (1,984) (1,088) Allocated share of joint venture non-cash items — 712 — AFFO available to common shareholders of EPR Properties $ 398,223 $ 371,409 $ 400,643 52 Year ended December 31, 2025 2024 2023 FFO per common share: Basic $ 5.05 $ 4.76 $ 5.24 Diluted 4.96 4.70 5.15 FFOAA per common share: Basic $ 5.22 $ 4.94 $ 5.28 Diluted 5.12 4.87 5.18 Shares used for computation (in thousands): Basic 76,040 75,636 75,260 Diluted 76,495 75,999 75,715 Weighted average shares outstanding-diluted EPS 76,495 75,999 75,715 Effect of dilutive Series C preferred shares 2,348 2,314 2,283 Effect of dilutive Series E preferred shares 1,668 1,664 1,663 Adjusted weighted average shares outstanding - diluted Series C and Series E 80,511 79,977 79,661 Other financial information: Dividends per common share $ 3.52 $ 3.40 $ 3.30 (1) Includes maintenance capital expenditures and certain second-generation tenant improvements and leasing commissions.
These impairment estimates may have a direct impact on our consolidated financial statements. We assess the carrying value of our real estate investments whenever events or changes in circumstances indicate that the carrying amount of a property may not be recoverable.
We assess the carrying value of our real estate investments whenever events or changes in circumstances indicate that the carrying amount of a property may not be recoverable.
The table below summarizes our cash flows (dollars in thousands): Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 393,137 $ 447,094 Net cash used by investing activities (176,352) (201,048) Net cash used by financing activities (261,619) (275,695) 48 Liquidity and material cash requirements at December 31, 2024 consisted primarily of maturities of debt.
The table below summarizes our cash flows (dollars in thousands): Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 420,953 $ 393,137 Net cash used by investing activities (121,681) (176,352) Net cash used by financing activities (236,726) (261,619) 49 Liquidity and material cash requirements at December 31, 2025 consisted primarily of maturities of debt.
If there is a shift in economic conditions, or a change in our property strategy, including a reduction in our anticipated hold period, these changes could materially impact the estimated undiscounted cash flows and lead to an impairment loss. The loss is calculated based upon the difference between the fair value and the carrying value of the property.
If there is a shift in economic conditions, or a change in our property strategy, including a reduction in our anticipated hold period, these changes could materially impact the result of the undiscounted cash flow test and also lead to an impairment loss.
The methods used to derive the relative fair value of the acquired tangible and intangible assets and liabilities generally include the income approach, cost approach and sales comparison approach. The assumptions used in these approaches include estimates for market rent, capitalization rates and discount rates that are subjective and can be impacted by a lack of comparable transactions.
The methods used to derive the relative fair value of the acquired tangible and intangible assets and liabilities generally include the income approach, cost approach and sales comparison approach. The assumptions used in these approaches inclu de, but are not limited to, estimates for market rent, capitalization rates and discount rates.
Tenants at our owned multi-tenant properties are typically required to pay common area maintenance charges to reimburse us for their pro-rata portion of these costs.
Tenants at our owned multi-tenant properties are typically required to pay common area maintenance charges to reimburse us for their pro-rata portion of these costs. We believe our management's knowledge and industry relationships have facilitated opportunities for us to acquire, finance and lease properties.
As of December 31, 2024, our Experiential investments comprised $6.4 billion, or 93%, and our Education investments comprised $0.5 billion, or 7%, of our total investments.
As of December 31, 2025, our Experiential investments comp rised $6.6 billion, or 94%, and our Education investments comprised $0.4 billion, or 6%, of our total investments.
Our method of calculating the Net Debt to Adjusted EBITDAre Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. 53 Reconciliations of debt, total assets and net income (all reported in accordance with GAAP) to Net Debt, Gross Assets, Net Debt to Gross Assets Ratio, EBITDAre, Adjusted EBITDAre and Net Debt to Adjusted EBITDAre Ratio (each of which is a non-GAAP financial measure), as applicable, are included in the following tables (unaudited, in thousands except ratios): December 31, 2024 2023 Net Debt: Debt $ 2,860,458 $ 2,816,095 Deferred financing costs, net 19,134 25,134 Cash and cash equivalents (22,062) (78,079) Net Debt $ 2,857,530 $ 2,763,150 Gross Assets: Total Assets $ 5,616,507 $ 5,700,885 Accumulated depreciation 1,562,645 1,435,683 Cash and cash equivalents (22,062) (78,079) Gross Assets $ 7,157,090 $ 7,058,489 Debt to Total Assets Ratio 51 % 49 % Net Debt to Gross Assets Ratio 40 % 39 % Three Months Ended December 31, 2024 2023 EBITDAre and Adjusted EBITDAre: Net (loss) income $ (8,395) $ 45,529 Interest expense, net 33,472 30,337 Income tax expense 653 667 Depreciation and amortization 40,995 40,692 (Gain) loss on sale of real estate (112) 3,612 Impairment of real estate investments 39,952 2,694 Allocated share of joint venture depreciation 1,965 2,344 Allocated share of joint venture interest expense 589 1,879 Impairment charges on joint ventures 16,087 — EBITDAre $ 125,206 $ 127,754 Transaction costs 423 401 Provision (benefit) for credit losses, net 9,876 1,285 Adjusted EBITDAre $ 135,505 $ 129,440 Adjusted EBITDAre (annualized) (1) $ 542,020 $ 517,760 Net Debt to Adjusted EBITDAre Ratio 5.3 5.3 (1) Adjusted EBITDAre for the quarter is multiplied by four to calculate an annual amount but does not include the annualization of investments put in service, acquired or disposed of during the quarter, as well as the potential earnings on property under development, the annualization of percent rent and participating interest and adjustments for other items. 54 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).
Reconciliations of debt, total assets and net income (all reported in accordance with GAAP) to Net Debt, Gross Assets, Net Debt to Gross Assets Ratio, EBITDAre, Adjusted EBITDAre and Net Debt to Adjusted EBITDAre Ratio (each of which is a non-GAAP financial measure), as applicable, are included in the following tables (unaudited, in thousands except ratios): 54 December 31, 2025 2024 Net Debt: Debt $ 2,929,411 $ 2,860,458 Deferred financing costs, net 25,181 19,134 Cash and cash equivalents (90,577) (22,062) Net Debt $ 2,864,015 $ 2,857,530 Gross Assets: Total Assets $ 5,699,762 $ 5,616,507 Accumulated depreciation 1,714,886 1,562,645 Cash and cash equivalents (90,577) (22,062) Gross Assets $ 7,324,071 $ 7,157,090 Debt to Total Assets Ratio 51 % 51 % Net Debt to Gross Assets Ratio 39 % 40 % Three Months Ended December 31, 2025 2024 EBITDAre and Adjusted EBITDAre: Net income (loss) $ 66,904 $ (8,395) Interest expense, net 33,574 33,472 Income tax expense 954 653 Depreciation and amortization 43,582 40,995 Gain on sale of real estate and early ground lease termination (5,297) (112) Impairment of real estate investments — 39,952 Allocated share of joint venture depreciation 1,000 1,965 Allocated share of joint venture interest expense 516 589 Impairment charges on joint ventures — 16,087 EBITDAre $ 141,233 $ 125,206 Retirement and severance expense 1,901 — Transaction costs 471 423 Provision (benefit) for credit losses, net (985) 9,876 Adjusted EBITDAre $ 142,620 $ 135,505 Adjusted EBITDAre (annualized) (1) $ 570,480 $ 542,020 Net Debt to Adjusted EBITDAre Ratio 5.0 5.3 (1) Adjusted EBITDAre for the quarter is multiplied by four to calculate an annual amount but does not include the annualization of investments put in service, acquired or disposed of during the quarter, as well as the potential earnings on property under development, the annualization of percent rent and participating interest and adjustments for other items. 55 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).
A reconciliation of total assets (computed in accordance with GAAP) to total investments is included in the following table (unaudited, in thousands): December 31, 2024 December 31, 2023 Total assets $ 5,616,507 $ 5,700,885 Operating lease right-of-use assets (173,364) (186,628) Cash and cash equivalents (22,062) (78,079) Restricted cash (13,637) (2,902) Accounts receivable (84,589) (63,655) Add: accumulated depreciation on real estate investments 1,562,645 1,435,683 Add: accumulated amortization on intangible assets (1) 31,876 30,589 Prepaid expenses and other current assets (1) (39,464) (22,718) Total investments $ 6,877,912 $ 6,813,175 Total Investments: Real estate investments, net of accumulated depreciation $ 4,435,358 $ 4,537,359 Add back accumulated depreciation on real estate investments 1,562,645 1,435,683 Land held for development 20,168 20,168 Property under development 112,263 131,265 Mortgage notes and related accrued interest receivable 665,796 569,768 Investment in joint ventures 14,019 49,754 Intangible assets, gross (1) 64,317 65,299 Notes receivable and related accrued interest receivable, net (1) 3,346 3,879 Total investments $ 6,877,912 $ 6,813,175 (1) Included in "Other assets" in the accompanying consolidated balance sheets.
A reconciliation of total assets (computed in accordance with GAAP) to total investments is included in the following table (unaudited, in thousands): December 31, 2025 December 31, 2024 Total assets $ 5,699,762 $ 5,616,507 Operating lease right-of-use assets (170,755) (173,364) Cash and cash equivalents (90,577) (22,062) Restricted cash (8,071) (13,637) Accounts receivable (97,855) (84,589) Add: accumulated depreciation on real estate investments 1,714,886 1,562,645 Add: accumulated amortization on intangible assets (1) 31,584 31,876 Prepaid expenses and other current assets (1) (37,237) (39,464) Total investments $ 7,041,737 $ 6,877,912 Total Investments: Real estate investments, net of accumulated depreciation $ 4,494,259 $ 4,435,358 Add back accumulated depreciation on real estate investments 1,714,886 1,562,645 Land held for development 20,168 20,168 Property under development 54,905 112,263 Mortgage notes and related accrued interest receivable 679,254 665,796 Investment in joint ventures 12,316 14,019 Intangible assets, gross (1) 63,239 64,317 Notes receivable and related accrued interest receivable, net (1) 2,710 3,346 Total investments $ 7,041,737 $ 6,877,912 (1) Included in "Other assets" in the accompanying consolidated balance sheets.
Our primary use of cash after paying operating expenses, debt service, distributions to shareholders and funding existing commitments is growing our investment portfolio through acquiring, developing and financing additional properties.
However, there can be no assurance that additional financing or capital will be available, or that terms will be acceptable or advantageous to us. Our primary use of cash after paying operating expenses, debt service, distributions to shareholders and funding existing commitments is growing our investment portfolio through acquiring, developing and financing additional properties.
(2) The increase in percentage rent (i.e., amounts above base rent) for the year ended December 31, 2024 compared to the year ended December 31, 2023 was due primarily to higher percentage rent recognized from two of our theatre tenants and was offset by lower percentage rent recognized in 2024 related to two cultural properties that were sold early in the year.
(2) The increase in percentage rent (i.e., amounts above base rent) for the year ended December 31, 2025 compared to the year ended December 31, 2024 was due primarily to higher percentage rent recognized from our theatre tenants, one of our early childhood education center tenants and from our attraction tenants.
The loss on sale of real estate for the year ended December 31, 2023 related to the sale of three vacant theatre properties, two leased theatre properties, one vacant eat & play property, four vacant early childhood education centers and three land parcels.
(5) The gain on sale of real estate and early ground lease termination for the year ended December 31, 2025 related to the sale of three vacant theatre properties, two operating theatre properties, four leased theatre properties, one vacant early childhood education center, four land parcels and 10 leased early childhood education centers, as well as the exercise of an early termination option of a ground lease on an eat & play property.
As of December 31, 2024, we had three mortgage notes with commitments totaling approximately $49.3 million, of which approximately $2.4 million is expected to be funded in 2025. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.
As of December 31, 2025, w e had two mortgage notes with commitments totaling approximately $48.1 million, all of which is ex pected to be funded in 2026. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.
During the year ended December 31, 2024, we renewed 11 lease agreements on approximately 295 thousand square feet and experienced a decrease of approximately 0.5% in rental rates and paid no leasing commissions with respect to these lease renewals.
During the year ended December 31, 2025, we renewed five lease agreements on approximately 160 thousand square feet and experienced an increase of approximately 1.6% in rental rates. In addition, we paid $1.0 million in leasing commissions with respect to one of these lease renewals.
The most significant assumptions and estimates relate to the valuation of real estate, accounting for real estate acquisitions, assessing the collectability of receivables and the credit loss related to mortgage and other notes receivable.
The most significant assumptions and estimates relate to the valuation of real estate, accounting for real estate acquisitions, assessing the collectability of receivables and the credit loss related to mortgage and other notes receivable. Applying these assumptions requires exercising judgment as to future uncertainties and, as a result, actual results could differ from these estimates.
We suspend revenue recognition when the collectability of amounts due is deemed no longer probable and record a direct write-off of the receivable to revenue. To determine if the collection of lease receivables is probable, we review our tenants' financial condition, including estimates of their expected future operating results, which are subjective.
To determine if the collection of lease receivables is probable, we review our tenants' financial condition, including estimates of their expected future operating results, which are subjective.
The fair value may be impacted based on economic factors, an estimate of future operating cash flows of the collateral and capitalization rates, that are subjective and can be impacted by a lack of comparable transactions.
The fair value may be impacted based on economic factors, an estimate of future operating cash flows of the collateral and capitalization rates, which are subjective and can be impacted by a lack of comparable transactions. Changes in these assumptions could materially impact the estimated value of the collateral and lead to increased provision (benefit) for credit losses, net.
As of December 31, 2024 , our Education portfolio consisted of the following property types (owned or financed): • 59 early childhood education center properties; and • nine private school properties.
As of December 31, 2025, our Education portfolio consisted of the following property types (owned or financed): • 46 early childhood education center properties; and • nine private school properties. As of December 31, 2025, our wholly-owned Education real estate portfolio consisted of approx imately 1.1 million square feet and was 100% leased.
Evans' retirement, as well as the departure of another associate, totaling $1.8 million, which included cash payments totaling $0.2 million and accelerated vesting of nonvested shares totaling $1.6 million.
Zimmerman's expected retirement totaling $3.0 million, which included cash payments totaling $0.8 million and accelerated vesting of nonvested shares totaling $2.2 million.
Liquidity Requirements Short-term liquidity requirements consist primarily of normal recurring corporate operating expenses, debt service requirements, and distributions to shareholders. We have historically met these requirements primarily through cash provided by operating activities.
For additional information on the ATM Program, see Note 11 to the Consolidated Financial Statements included in this Annual Report on Form 10-K. Liquidity Requirements Short-term liquidity requirements consist primarily of normal recurring corporate operating expenses, debt service requirements, and distributions to shareholders. We have historically met these requirements primarily through cash provided by operating activities.
Changes in these assumptions could materially impact the estimated value of the collateral and lead to increased provision (benefit) for credit losses, net. 42 Recent Developments Investment Spending Our investment spending during the years ended December 31, 2024 and 2023 totaled $263.9 million and $269.4 million, respectively, and is detailed below (in thousands): For the Year Ended December 31, 2024 Investment Type Total Investment Spending New Development Re-development Asset Acquisition Mortgage Notes or Notes Receivable Investment in Joint Ventures Experiential: Theatres $ 370 $ — $ 370 $ — $ — $ — Eat & Play 42,254 30,058 1,118 — 11,078 — Attractions 78,025 — 164 33,437 44,424 — Ski 2,018 — — — 2,018 — Experiential Lodging 9,411 — — — — 9,411 Fitness & Wellness 129,710 24,080 48,412 — 57,218 — Cultural 2,132 — 2,132 — — — Total Experiential 263,920 54,138 52,196 33,437 114,738 9,411 Education: Total Education — — — — — — Total Investment Spending $ 263,920 $ 54,138 $ 52,196 $ 33,437 $ 114,738 $ 9,411 For the Year Ended December 31, 2023 Investment Type Total Investment Spending New Development Re-development Asset Acquisition Mortgage Notes or Notes Receivable Investment in Joint Ventures Experiential: Theatres $ 5,182 $ — $ 5,182 $ — $ — $ — Eat & Play 24,048 20,750 2,192 — 1,106 — Attractions 28,384 — 3,669 — 24,715 — Ski 5,324 — — — 5,324 — Experiential Lodging 16,034 — — — — 16,034 Fitness & Wellness 184,370 45,632 3,286 53,144 82,308 — Cultural 6,086 — 6,086 — — — Total Experiential 269,428 66,382 20,415 53,144 113,453 16,034 Education: Total Education — — — — — — Total Investment Spending $ 269,428 $ 66,382 $ 20,415 $ 53,144 $ 113,453 $ 16,034 The above amounts i nclude $3.5 million a nd $3.6 million in capitalized interest for the years ended December 31, 2024 and 2023, respectively, an d $0.2 million in capitalized other general and administrative direct project costs for both the years ended December 31, 2024 and 2023.
Recent Developments Investment Spending Our investment spending during the years ended December 31, 2025 and 2024 totaled $288.5 million and $263.9 million, respectively, and is detailed below (in thousands): For the Year Ended December 31, 2025 Investment Type Total Investment Spending New Development Re-development Asset Acquisition Mortgage Notes or Notes Receivable Investment in Joint Ventures Experiential: Theatres $ 8,167 $ — $ 8,167 $ — $ — $ — Eat & Play 77,763 72,724 4,765 — 274 — Attractions 37,452 — — 37,452 — — Ski 1,880 — — — 1,880 — Experiential Lodging 4,038 — 32 — — 4,006 Fitness & Wellness 159,235 — 19,316 91,984 47,935 — Total Experiential 288,535 72,724 32,280 129,436 50,089 4,006 Education: Total Education — — — — — — Total Investment Spending $ 288,535 $ 72,724 $ 32,280 $ 129,436 $ 50,089 $ 4,006 For the Year Ended December 31, 2024 Investment Type Total Investment Spending New Development Re-development Asset Acquisition Mortgage Notes or Notes Receivable Investment in Joint Ventures Experiential: Theatres $ 370 $ — $ 370 $ — $ — $ — Eat & Play 42,254 30,058 1,118 — 11,078 — Attractions 78,025 — 164 33,437 44,424 — Ski 2,018 — — — 2,018 — Experiential Lodging 9,411 — — — — 9,411 Fitness & Wellness 129,710 24,080 48,412 — 57,218 — Cultural 2,132 — 2,132 — — — Total Experiential 263,920 54,138 52,196 33,437 114,738 9,411 Education: Total Education — — — — — — Total Investment Spending $ 263,920 $ 54,138 $ 52,196 $ 33,437 $ 114,738 $ 9,411 44 The above amounts i nclude $3.9 million a nd $3.5 million in capitalized interest an d $0.3 million and $0.2 million in other general and administrative direct project costs for the years ended December 31, 2025 and 2024, respectively.
(8) The increase in impairment charges on joint ventures for the year ended December 31, 2024 compared to the year ended December 31, 2023 related to other-than-temporary impairments of our equity investments in joint ventures holding three experiential lodging properties. Liquidity and Capital Resources Cash and cash equivalents were $22.1 million at December 31, 2024.
(7) Impairment charges on joint ventures recognized during the year ended December 31, 2024 related to other-than-temporary impairments on our equity investments in joint ventures holding three experiential lodging properties.
Our method of calculating the Net Debt to Gross Assets Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
In addition, financial institutions use versions of this ratio in connection with debt agreements to set pricing and covenant limitations. Our method of calculating the Net Debt to Adjusted EBITDAre Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
If economic conditions or the borrower's financial condition declines, this could result in additional provision (benefit) for credit losses, net, the suspension of interest income recognition or the write-off of the receivables.
If economic conditions or the borrower's financial condition declines, this could result in additional provision (benefit) for credit losses, net, the suspension of interest income recognition or the write-off of the receivables. 43 If a loan is determined to be collateral dependent, the assumptions used to determine the fair value of the underlying collateral vary based on the type of collateral that secures the mortgage or note receivable.
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.
Our method of calculating the Net Debt to Gross Assets Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. 53 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.
Our principal investing activities are acquiring, developing and financing Exp eriential properties. These investing activities have generally been financed with senior unsecured notes and the proceeds from equity offerings. Our unsecured revolving credit facility and cash from operations are also used to finance the acquisition or development of properties, and to provide mortgage financing.
There can be no assurance as to the ultimate outcome of our negotiations regarding our exit from these joint ventures. Our principal investing activities are acquiring, developing and financing Exp eriential properties. These investing activities have generally been financed with senior unsecured notes and the proceeds from equity offerings.
(5) The increase in mortgage and other financing income during the year ended December 31, 2024 compared to the year ended December 31, 2023 related to interest income on new mortgage notes funded in 2024 and 2023 and from additional investments on existing mortgage note receivables. 45 Analysis of Expenses and Other Line Items The following table summarizes our expenses and other line items (dollars in thousands): Year Ended December 31, Change 2024 2023 Property operating expense $ 59,146 $ 57,478 $ 1,668 Other expense (1) 56,877 44,774 12,103 General and administrative expense (2) 50,096 56,442 (6,346) Retirement and severance expense 1,836 547 1,289 Transaction costs 798 1,554 (756) Provision (benefit) for credit losses, net (3) 12,247 878 11,369 Impairment charges (4) 51,764 67,366 (15,602) Depreciation and amortization 165,733 168,033 (2,300) Gain (loss) on sale of real estate (5) 16,101 (2,197) 18,298 Costs associated with loan refinancing or payoff 337 — 337 Interest expense, net (6) 130,810 124,858 5,952 Equity in loss from joint ventures (7) 8,809 6,768 2,041 Impairment charges on joint ventures (8) 28,217 — 28,217 Income tax expense 1,433 1,727 (294) Preferred dividend requirements 24,144 24,145 (1) (1) The increase in other expense for the year ended December 31, 2024 compared to the year ended December 31, 2023 related primarily to the addition of operating expense from five theatre properties that were previously leased by Regal.
In addition, $2.5 million of participating interest income was recognized during the year ended December 31, 2025 from one ski borrower, of which $1.8 million related to amounts under review regarding the calculation of participating interest income from prior periods that was resolved during the year ended December 31, 2025. 46 Analysis of Expenses and Other Line Items The following table summarizes our expenses and other line items (dollars in thousands): Year Ended December 31, Change 2025 2024 Property operating expense $ 59,172 $ 59,146 $ 26 Other expense (1) 45,756 56,877 (11,121) General and administrative expense (2) 55,830 50,096 5,734 Retirement and severance expense 2,995 1,836 1,159 Transaction costs 2,199 798 1,401 Provision (benefit) for credit losses, net (3) 8,477 12,247 (3,770) Impairment charges (4) — 51,764 (51,764) Depreciation and amortization 169,160 165,733 3,427 Gain on sale of real estate and early ground lease termination (5) 39,533 16,101 23,432 Costs associated with loan refinancing or payoff — 337 (337) Interest expense, net 133,079 130,810 2,269 Equity in loss from joint ventures (6) 3,790 8,809 (5,019) Impairment charges on joint ventures (7) — 28,217 (28,217) Income tax expense 2,496 1,433 1,063 Preferred dividend requirements 24,144 24,144 — (1) The decrease in other expense for the year ended December 31, 2025 compared to the year ended December 31, 2024 related primarily to a decrease in operating expenses from three operating theatre properties (including one that became vacant prior to sale) that were sold during the year ended December 31, 2025.
Applying these assumptions requires exercising judgment as to future uncertainties and, as a result, actual results could differ from these estimates. 40 Impairment of Real Estate Values We are required to make subjective assessments as to whether there are impairments in the value of our real estate investments.
Impairment of Real Estate Values We are required to make subjective assessments as to whether there are impairments in the value of our real estate investments. These impairment estimates may have a direct impact on our consolidated financial statements.
Interest payments on our unsecured senior notes are due semiannually. At December 31, 2024, we had a $175.0 million outstanding balance under our $1.0 billion unsecured revolving credit facility.
Interest payments on our unsecured senior notes are due semiannually. Upon maturity, on April 1, 2025, we repaid in full $300.0 million of senior unsecured notes using borrowings under our $1.0 billion senior unsecured revolving credit facility.
Overview Business Our principal business objective is to enhance shareholder value by achieving predictable and increasing Funds From Operations As Adjusted ("FFOAA") and dividends per share. Our strategy is to focus on long-term investments in the Experiential sector that benefit from our depth of knowledge and relationships, and which we believe offer sustained performance throughout most economic cycles.
Overview Business Our primary long-term business objective is to enhance shareholder value by achieving predictable and increasing Funds From Operations As Adjusted ("FFOAA"), Adjusted Funds From Operations ("AFFO") and dividends per share.
If an impairment is indicated, we will record a loss for the amount by which the carrying value of the asset exceeds its estimated fair value. The assumptions used to derive the estimated future cash flows for the undiscounted cash flow test are based on capitalization rates, anticipated future market rent and our anticipated hold period, which are all subjective.
The assumptions used to derive the estimated future cash flows for the undiscounted cash flow test are subjective and include, but are not limited to, capitalization rates, anticipated future market rent and our anticipated hold period.
The above amounts exclude contingent rent due under leases where the ground lease payment, or a portion thereof, is based on the level of the tenant's sales. Commitments As of December 31, 2024, we had 15 development projects with commitments to fund an aggregate of approximately $164.4 million, of which approximately $113.2 million is expected to be funded in 2025.
The above amounts exclude contingent rent due under leases where the ground lease payment, or a portion thereof, is based on the level of the tenant's sales.
M arket rent assumptions, capitalization rates and discount rates used in the valuation of real estate can fluctuate based on economic and industry specific factors.
These estimates are subjective and can be impacted by a lack of comparable transactions. A ssumptions used in the valuation of real estate can fluctuate based on economic and industry specific factors.
(4) The increase in other income for the year ended December 31, 2024 compared to the year ended December 31, 2023 related primarily to an increase in operating income from the addition of five operating theatre properties in the third quarter of 2023 that were previously leased by Regal.
(3) The decrease in other income for the year ended December 31, 2025 compared to the year ended December 31, 2024 related primarily to a decrease in operating income from three operating theatre properties (including one that became vacant prior to sale) that were sold during the year ended December 31, 2025.
Excluded from the table above are $7.3 million and $12.4 million of maintenance capital expenditures and other spending for the years ended December 31, 2024 and 2023, respectively. 43 Dispositions During the year ended December 31, 2024, we completed the sales of two leased cultural properties, eight vacant theatre properties, one leased theatre property and two vacant early childhood education centers for net proceeds totaling $74.4 million.
Excluded from the table above are $5.2 million and $7.3 million of maintenance capital expenditures and other spending for the years ended December 31, 2025 and 2024, respectively.
This decrease was partially offset by an increase in rental revenue of $9.4 million rel ated to property acquisitions and developments completed in 2024 and 2023 and an increase in rental revenue on existing properties of $6.0 million.
In addition, there was a net increase in minimum rent of $8.4 million related to rental revenue on existing properties. This was partially offset by a decrease in rental revenue of $3.5 million from property dispositions.
Historically, our primary challenges had been locating suitable properties, negotiating favorable lease or financing terms (on new or existing properties) and managing our portfolio as we continued to grow. We believe our management’s knowledge and industry relationships have facilitated opportunities for us to acquire, finance and lease properties.
Historically, our primary challenges have been locating suitable properties, negotiating favorable lease or financing terms (on new or existing properties), managing our expanding portfolio and having a cost of capital that allows us to grow our investments in new properties beyond those funded primarily with free cash and disposition proceeds.
As discussed above in "Recent Developments", our unconsolidated joint ventures holding our equity investments in two experiential lodging properties located in St. Pete Beach, Florida were severely damaged by two hurricanes in 2024.
Pete Beach, Florida, in which we hold unconsolidated equity investments, were severely damaged by two hurricanes.
Our business is subject to a number of risks and uncertainties, including those described in Item 1A - “Risk Factors” of this report. 38 As of December 31, 2024, our total assets were app roximately $5.6 billion (after accumulated depreciation of approximately $1.6 billion) with properties located in 44 states and the provinces of Ontario and Quebec, Canada.
As of December 31, 2025, our total assets were app roximatel y $5.7 billion (after accumulated depreciation of approximately $1.7 billion) with properties located in 43 states and Canada. Our total investments (a non-GAAP financial measure) were approximately $7.0 billion a s of December 31, 2025.
The wholly-owned Experiential portfolio, excluding the vacant properties we intend to sell, was 99% leased or operated a nd included $112.3 million in p roperty under development and $20.2 million in undeveloped land inventory.
As of December 31, 2025, our wholly-owned Experiential real estate portfolio consisted of approximately 19.0 million square feet, was 99% leased or operated and included $54.9 million in property under development and $20.2 million in undeveloped land inventory.
(2) The decrease in general and administrative expense for the year ended December 31, 2024 compared to the year ended December 31, 2023 related primarily to a decrease in payroll and benefit costs, a decrease in franchise taxes due to a state legislative change that went into effect during the second quarter of 2024 and a decrease in professional fees, including those related to the comprehensive restructuring agreement with Regal in 2023.
(2) The increase in general and administrative expense for the year ended December 31, 2025 compared to the year ended December 31, 2024 related primarily to an increase in payroll and benefit costs, including annual incentive and share-based compensation.
We also own certain experiential lodging assets structured using traditional REIT lodging structures as discussed in Item 1 - "Business." It has been our strategy to structure leases and financings to ensure a positive spread between our cost of capital and the rentals or interest paid by our tenants.
Our strategy has been to structure leases and financings to ensure a positive spread between our cost of capital and the rentals or interest paid by our tenants. To avoid initial lease-up risks and produce a predictable income stream, we typically acquire or develop single-tenant properties that are pre-leased under long-term leases. We have also entered into certain joint ventures.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+2 added−1 removed8 unchanged
Biggest changeThe following table presents the principal amounts, weighted average interest rates, and other terms required by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes as of December 31 (including the impact of the interest rate swap agreements described below): Expected Maturities (dollars in millions) 2025 2026 2027 2028 2029 Thereafter Total Estimated Fair Value December 31, 2024: Fixed rate debt $300.0 $629.6 $450.0 $400.0 $500.0 $425.0 $2,704.6 $2,590.3 Average interest rate 4.50 % 4.70 % 4.50 % 4.95 % 3.75 % 3.54 % 4.32 % 5.50 % Variable rate debt $ — $ — $ — $175.0 $ — $ — $175.0 $175.0 Average interest rate (as of December 31, 2024) — % — % — % 5.46 % — % — % 5.46 % 5.46 % 2024 2025 2026 2027 2028 Thereafter Total Estimated Fair Value December 31, 2023: Fixed rate debt $136.6 $300.0 $629.6 $450.0 $400.0 $925.0 $2,841.2 $2,606.8 Average interest rate 4.35 % 4.50 % 4.70 % 4.50 % 4.95 % 3.65 % 4.32 % 6.56 % Variable rate debt $ — $ — $ — $ — $ — $ — $ — $ — Average interest rate (as of December 31, 2023) — % — % — % — % — % — % — % — % The fair value of our debt as of December 31, 2024 and 2023 is estimated by discounting the future cash flows of each instrument using current market rates and current market spreads.
Biggest changeThe following table presents the principal amounts, weighted average interest rates, and other terms required by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes as of December 31 (including the impact of the interest rate swap agreements described below): Expected Maturities (dollars in thousands) 2026 2027 2028 2029 2030 Thereafter Total Estimated Fair Value December 31, 2025: Fixed rate debt $629,597 $450,000 $400,000 $500,000 $550,000 $424,995 $2,954,592 $2,870,031 Average interest rate 4.70 % 4.50 % 4.95 % 3.75 % 4.75 % 3.54 % 4.38 % 4.60 % Variable rate debt $ — $ — $ — $ — $ — $ — $ — $ — Average interest rate (as of December 31, 2025) — % — % — % — % — % — % — % — % 2025 2026 2027 2028 2029 Thereafter Total Estimated Fair Value December 31, 2024: Fixed rate debt $300,000 $629,597 $450,000 $400,000 $500,000 $424,995 $2,704,592 $2,590,303 Average interest rate 4.50 % 4.70 % 4.50 % 4.95 % 3.75 % 3.54 % 4.32 % 5.50 % Variable rate debt $ — $ — $ — $175,000 $ — $ — $175,000 $175,000 Average interest rate (as of December 31, 2024) — % — % — % 5.46 % — % — % 5.46 % 5.46 % The fair value of our debt as of December 31, 2025 and 2024 is estimated by discounting the future cash flows of each instrument using current market rates and current market spreads.
We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of such refinancing may not be as favorable as the terms of current indebtedness. The 55 majority of our borrowings are subject to contractual agreements or mortgages, which limit the amount of indebtedness we may incur.
We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of such refinancing may not be as favorable as the terms of current indebtedness. The 56 majority of our borrowings are subject to contractual agreements or mortgages, which limit the amount of indebtedness we may incur.
The exchange rate of these forward contracts is approximately $1.40 CAD per USD. 56 We entered into a forward contract that became effective December 19, 2024 with a fixed notional value of $90.0 million CAD and $64.3 million USD with a settlement date of December 1, 2026. The exchange rate of this forward contract is approximately $1.40 CAD per USD.
We entered into a forward contract that became effective December 19, 2024 with a fixed notional value of $90.0 million CAD and $64.3 million USD with a settlement date of December 1, 2026. The exchange rate of this forward contract is approximately $1.40 CAD per USD.
See Note 10 to the consolidated financial statements in this Annual Report on Form 10-K for additional information on our derivative financial instruments and hedging activities. 57
See Note 9 to the consolidated financial statements in this Annual Report on Form 10-K for additional information on our derivative financial instruments and hedging activities. 58
As of December 31, 2024, we had a $1.0 billion unsecured revolving credit facility with $175.0 million outsta nding. We also had a $25.0 million bond that bears interest at a floating rate but has been fixed through an interest rate swap agreement as discussed below.
As of December 31, 2025, we had a $1.0 billion unsecured revolving credit facility with no outsta nding balance. We also had a $25.0 million bond that bears interest at a floating rate but has been fixed through an interest rate swap agreement as discussed below.
Net Investment Hedges - Foreign Currency Forward Contracts We entered into two forward contracts that became effective December 19, 2024 with a fixed notional value of $200.0 million CAD and $142.8 million USD with a settlement date of December 1, 2026.
Net Investment Hedges - Foreign Currency Forward Contracts We entered into two forward contracts that became effective December 19, 2024 with a fixed notional value of $200.0 million CAD and $142.8 million USD with a settlement date of December 1, 2026. The exchange rate of these forward contracts is approximately $1.40 CAD per USD.
The net effect of these swaps is to lock in an exchange rate of $1.35 CAD per USD on approximately $8.1 million annual CAD denominated cash flows through December 2026.
The net effect of these swaps is to lock in an exchange rate of $1.246 CAD per USD on approximately $2.2 million annual CAD denominated cash flows through September 2030.
Removed
On December 19, 2024, we terminated our previous CAD to USD forward contracts in conjunction with entering into the new forward agreements described above. We received $10.4 million in connection with the settlement of the CAD to USD forward contracts.
Added
The net effect of these swaps is to lock in an exchange rate of $1.35 CAD per USD on approximately $8.1 million annual CAD denominated cash flows through December 2026. 57 Fair Value Hedge of Foreign Exchange Risk-Cross Currency Swap We entered into a USD-CAD cross-currency swap that became effective September 25, 2025, with a total fixed notional value of $27.9 million CAD and $20.0 million USD.
Added
The cross-currency swap includes an initial and final exchange of the principal balance of the CAD denominated mortgage note receivable with an exchange rate of $1.392 CAD per USD. In addition to the initial and final exchange, we have monthly exchanges on the notional value of $27.9 million CAD.

Other EPR 10-K year-over-year comparisons