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EPR PROPERTIES

For the period ended Sep 30, 2025. Filed Oct 30, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 30, 2025

EPR$59.51-0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-07-31.

0001045450-25-000120

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-30.

0001045450-25-000135

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 121 previous paragraphs and 126 current paragraphs.

76 unchanged; 38 reworded; 11 added; 6 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

•The recognition of higher general and administrative expense, transaction costs and income tax expense for the three and nine months ended September 30, 2025 versus the three and nine months ended September 30, 2024 as well as higher retirement and severance expense for the three months ended September 30, 2025 versus the three months ended September 30, 2025;

Current report

•The recognition of higher equity in income from joint ventures and lower equity in loss from joint ventures for the three and nine months ended September 30, 2025 versus the three and nine months ended September 30, 2024, respectively.

Current report

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

Current report

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

Current report

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

Current report

(2) The increase in general and administrative expense for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 related primarily to an increase in payroll and benefit costs, including annual incentive and share-based compensation.

Current report

The gain on sale of real estate and early ground lease termination for the nine months ended September 30, 2024 related to the sale of two cultural properties, six vacant theatre properties, one leased theatre property and one vacant early childhood education center.

Current report

(6) The increase in equity in income from joint ventures for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and decrease in equity in loss from joint ventures for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 related primarily to the decision to exit our joint ventures in Breaux Bridge, Louisiana and St. Pete Beach, Florida.

Current report

(7) Impairment charges on joint ventures recognized during the three and nine months ended September 30, 2024 related to other-than-temporary impairments on our equity investments in two joint ventures holding two experiential lodging properties located in St. Pete Beach, Florida due to hurricane damage. No impairment charges on joint ventures were recognized during the three and nine months ended September 30, 2025.
Removed paragraphs (6)

Previous report

Subsequent to June 30, 2025, we sold an additional vacant theatre property for net proceeds of approximately $16.0 million and we expect to recognize a gain on this sale of approximately $3.0 million during the three months ending September 30, 2025.

Previous report

Three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024

Previous report

(2) Retirement and severance expense for the six months ended June 30, 2024 related primarily to the retirement of our former Executive Vice President, General Counsel and Secretary. There was no retirement and severance expense for the six months ended June 30, 2025.

Previous report

(6) The increase in interest expense, net, for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 related primarily to an increase in our weighted average interest rate on outstanding debt due to additional borrowings on our unsecured revolving credit facility to pay-off lower rate senior unsecured notes at their maturity.
Reworded paragraphs (38)

Previous wording

As of June 30, 2025, our total assets were approximately $5.6 billion (after accumulated depreciation of approximately $1.6 billion) with properties located in 43 states, Ontario and Quebec, Canada. Our total investments (a non-GAAP financial measure) were approximately $6.9 billion as of June 30, 2025. See "Non-GAAP Financial Measures" for the reconciliation of "Total assets" in the consolidated balance sheet to total investments at June 30, 2025 and December 31, 2024. We group our investments into two reportable segments, Experiential and Education. As of June 30, 2025, our Experiential investments comprised $6.5 billion, or 94%, and our Education investments comprised $0.4 billion, or 6%, of our total investments.

Current wording

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

Previous wording

•58 eat & play properties (including seven theatres located in entertainment districts);

Current wording

•59 eat & play properties (including seven theatres located in entertainment districts);

Previous wording

As of June 30, 2025, our wholly-owned Experiential real estate portfolio consisted of approximately 18.5 million square feet, which includes 0.2 million square feet of properties we intend to sell. The wholly-owned Experiential portfolio, excluding the properties we intend to sell, was 99% leased or operated and included $84.2 million in property under development and $20.2 million in undeveloped land inventory.

Current wording

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

Previous wording

The combined wholly-owned portfolio consisted of 19.6 million square feet, which includes 0.2 million square feet of properties we intend to sell. The wholly-owned portfolio, excluding the vacant properties the Company intends to sell, was 99% leased or operated.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Our total revenue, net income available to common shareholders per diluted share and Funds From Operations As Adjusted ("FFOAA") per diluted share (a non-GAAP financial measure) are detailed below for the three and six months ended June 30, 2025 and 2024 (in millions, except per share information):

Current wording

Our total revenue, net income available to common shareholders per diluted share and Funds From Operations As Adjusted ("FFOAA") per diluted share (a non-GAAP financial measure) are detailed below for the three and nine months ended September 30, 2025 and 2024 (in millions, except per share information):

Previous wording

The major factors impacting our results for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024 were as follows:

Current wording

The major factors impacting our results for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024 were as follows:

Previous wording

•The recognition of lower other income and other expense primarily related to operating properties for the three and six months ended June 30, 2025 versus the three and six months ended June 30, 2024;

Current wording

•The recognition of lower other income and other expense primarily related to having fewer operating properties for the three and nine months ended September 30, 2025 versus the three and nine months ended September 30, 2024;

Previous wording

•The decrease in provision for credit losses, net for the six months ended June 30, 2025 versus the six months ended June 30, 2024;

Current wording

•The increase in provision for credit losses, net for the three and nine months ended September 30, 2025 versus the three and nine months ended September 30, 2024;

Previous wording

•The recognition of impairment charges for the three and six months ended June 30, 2024 versus no such expense recognized for the three and six months ended June 30, 2025; and

Current wording

•The recognition of impairment charges for the nine months ended September 30, 2024 and impairment charges on joint ventures for the three and nine months ended September 30, 2024 versus no such expense recognized for the three and nine months ended September 30, 2025;

Previous wording

•The recognition of higher gain on sale of real estate for the three and six months ended June 30, 2025 versus the three and six months ended June 30, 2024.

Current wording

•The recognition of higher gain on sale of real estate and early ground lease termination for the three and nine months ended September 30, 2025 versus the three and nine months ended September 30, 2024; and

Previous wording

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statements, management has made its best estimates and assumptions that affect the reported assets and liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of real estate, accounting for real estate acquisitions, assessing the collectability of receivables and the credit loss related to mortgage and other notes receivable. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. A summary of critical accounting policies and estimates is included in our 2024 Annual Report. For the six months ended June 30, 2025, there were no changes to critical accounting policies.

Current wording

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statements, management has made its best estimates and assumptions that affect the reported assets and liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of real estate, accounting for real estate acquisitions, assessing the collectability of receivables and the credit loss related to mortgage and other notes receivable. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. A summary of critical accounting policies and estimates is included in our 2024 Annual Report. For the nine months ended September 30, 2025, there were no changes to critical accounting policies.

Previous wording

Our investment spending during the six months ended June 30, 2025 and 2024 totaled $86.3 million and $132.7 million, respectively, and is detailed below (in thousands):

Current wording

Our investment spending during the nine months ended September 30, 2025 and 2024 totaled $140.8 million and $214.6 million, respectively, and is detailed below (in thousands):

Previous wording

The above amounts include $2.4 million and $1.4 million in capitalized interest for the six months ended June 30, 2025 and 2024, respectively, and $175 thousand and $88 thousand in capitalized other general and administrative direct project costs for the six months ended June 30, 2025 and 2024, respectively. Excluded from the table above is approximately $3.1 million and $2.9 million of maintenance capital expenditures for the six months ended June 30, 2025 and 2024, respectively.

Current wording

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

Previous wording

During the six months ended June 30, 2025, we completed the sales of two vacant theatre properties, two operating theatre properties, two leased theatre properties, one vacant early childhood education center and 10 leased early childhood education centers for net proceeds totaling $106.4 million. In connection with these sales, we recognized a net gain on sale totaling $26.2 million.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Gregory E. Zimmerman recently notified the Company of his intention to retire from his position as Executive Vice President and Chief Investment Officer in the first quarter of calendar year 2026. We have hired Ben Fox, who will be joining us in August 2025, as an Executive Vice President and is expected to succeed Mr. Zimmerman as Chief Investment Officer upon Mr. Zimmerman’s retirement from such position. Mr. Fox previously served as Managing Director in the Net Lease Division of Ares Management Corporation (“Ares”), a global alternative investment manager operating in the credit, private equity and real estate markets. Prior to Ares, Mr. Fox served as Executive Vice President, Asset Management and Operations at Realty Income, where he oversaw and managed approximately 7,000 properties across the U.S. and U.K.

Current wording

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

Previous wording

(1) For the three months ended June 30, 2025 compared to the three months ended June 30, 2024, the increase in minimum rent resulted from an increase of $1.9 million related to property acquisitions and developments completed in 2025 and 2024. In addition, there was an increase in minimum rent of $1.5 million related to rental revenue on existing properties. This was partially offset by a decrease in rental revenue of $0.9 million from property dispositions.

Current wording

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

Previous wording

For the six months ended June 30, 2025 compared to the six months ended June 30, 2024, the increase in minimum rent resulted from an increase of $4.4 million related to property acquisitions and developments completed in 2025 and 2024. In addition, there was an increase in minimum rent of $2.1 million related to rental revenue on existing properties. This was partially offset by a decrease in rental revenue of $1.4 million from property dispositions.

Current wording

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

Previous wording

During the three and six months ended June 30, 2025, we renewed two lease agreements on approximately 141 thousand square feet and experienced an increase of approximately 1.3% in rental rates and paid $1.0 million in leasing commissions with respect to one of these lease renewals.

Current wording

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

Previous wording

(2) The increase in percentage rent (i.e., amounts above base rent) for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was due primarily to percentage rent recognized from one of our theatre tenants. The increase to percentage rent for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was due primarily to percentage rent recognized from one of our theatre tenants and one of our early childhood education center tenants.

Current wording

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

Previous wording

(3) The decrease in other income for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 related primarily to a decrease in operating income from three operating theatre properties that were sold during the six months ended June 30, 2025, partially offset by better performance at existing operating properties.

Current wording

(3) The decrease in other income for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 related primarily to a decrease in operating income from three operating theatre properties that were sold during the nine months ended September 30, 2025.

Previous wording

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

Current wording

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

Previous wording

(1) The decrease in other expense for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 related primarily to a decrease in operating expense from three operating theatre properties that were sold during the six months ended June 30, 2025, partially offset by higher expenses at existing operating properties.

Current wording

(1) The decrease in other expense for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 related primarily to a decrease in operating expense from three operating theatre properties that were sold during the nine months ended September 30, 2025.

Previous wording

(3) The change in provision (benefit) for credit losses, net for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was due primarily to a release from an additional $4.0 million in funding commitments on one mortgage note receivable and changes in our estimated current expected credit losses mostly due to macro-economic conditions.

Current wording

(3) The change in provision (benefit) for credit losses, net for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 was due to credit loss expense of $6.2 million recognized to fully reserve one mortgage note receivable and changes in our estimated current expected credit losses mostly due to macro-economic conditions.

Previous wording

(4) Impairment charges recognized during the three and six months ended June 30, 2024 related to one theatre property. No impairment charges were recognized during the three and six months ended June 30, 2025.

Current wording

(4) Impairment charges recognized during the nine months ended September 30, 2024 related to one theatre property. No impairment charges were recognized during the three and nine months ended September 30, 2025.

Previous wording

(5) The gain on sale of real estate for the six months ended June 30, 2025 related to the sale of two vacant theatre properties, two operating theatre properties, two leased theatre properties, one vacant early childhood education center and 10 leased early childhood education centers. The gain on sale of real estate for the six months ended June 30, 2024 related to the sale of two cultural properties, four vacant theatre properties and a leased theatre property.

Current wording

(5) The gain on sale of real estate and early ground lease termination for the nine months ended September 30, 2025 related to the sale of three vacant theatre properties, two operating theatre properties, two leased theatre properties, one vacant early childhood education center, one land parcel and 10 leased early childhood education centers, and exercising an early termination option of a ground lease on an eat & play property.

Previous wording

Cash and cash equivalents were$13.0 million at June 30, 2025. In addition, we had restricted cash of $15.8 millionat June 30, 2025, which related primarily to escrow deposits required for property management, mortgage note and debt agreements or held for potential acquisitions, developments and redevelopments.

Current wording

Cash and cash equivalents were $13.7 million at September 30, 2025. In addition, we had restricted cash of $16.0 million at September 30, 2025, which related primarily to escrow deposits required for property management, mortgage note and debt agreements or held for potential acquisitions, developments and redevelopments.

Previous wording

At June 30, 2025, we had total debt outstanding of$2.8 billion, of which 99% was unsecured.

Current wording

At September 30, 2025, we had total debt outstanding of $2.8 billion, of which 99% was unsecured.

Previous wording

At June 30, 2025, we had$405.0 million outstanding balance under our $1.0 billion unsecured revolving credit facility. Our unsecured revolving credit facility is governed by the terms of the Fourth Amended, Restated and Consolidated Credit Agreement (the "Amended Credit Agreement"), dated as of September 19, 2024. The facility will mature on October 2, 2028. We have two options to extend the maturity date of this credit facility by an additional six months each (for a total of 12 months), subject to paying additional fees and the absence of any default. The Amended Credit Agreement provides for an initial maximum principal amount of borrowing availability of $1.0 billion, which includes a $100.0 million letter-of-credit subfacility and a $300.0 million foreign currency revolving credit subfacility. The credit facility contains an "accordion" feature under which we may increase the total maximum principal amount available by $1.0 billion, to a total of $2.0 billion, subject to lender consent. The unsecured revolving credit facility bears interest at a floating rate of SOFR plus 1.15% (based on our unsecured debt ratings and with a SOFR floor of zero), which was 5.44% at June 30, 2025. Additionally, the facility fee on the revolving credit facility is 0.25%.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

As of June 30, 2025, wehad 14 development projects with commitments to fund an aggregate of approximately $119.1 million, of which approximately $38.6 million is expected to be funded in the remainder of 2025. Development costs are advanced by us in periodic draws. If we determine that construction is not being completed in accordance with the terms of the development agreement, we may discontinue funding construction draws. We have agreed to lease the properties to the operators at pre-determined rates upon completion of construction.

Current wording

As of September 30, 2025, wehad 13 development projects with commitments to fund an aggregate of approximately $70.7 million, of which approximately $22.1 million is expected to be funded in the remainder of 2025. Development costs are advanced by us in periodic draws. If we determine that construction is not being completed in accordance with the terms of the development agreement, we may discontinue funding construction draws. We have agreed to lease the properties to the operators at pre-determined rates upon completion of construction.

Previous wording

We have certain commitments related to our mortgage notes investments that we may be required to fund in the future. We are generally obligated to fund these commitments at the request of the borrower or upon the occurrence of events outside of our direct control. As of June 30, 2025, we had two mortgage notes with commitments totaling approximately $49.8 million, of which $4.3 million is expected to be funded in the remainder of 2025. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.

Current wording

We have certain commitments related to our mortgage notes investments that we may be required to fund in the future. We are generally obligated to fund these commitments at the request of the borrower or upon the occurrence of events outside of our direct control. As of September 30, 2025, we had two mortgage notes with commitments totaling approximately $49.8 million, of which $2.8 million is expected to be funded in the remainder of 2025. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.

Previous wording

The National Association of Real Estate Investment Trusts (“NAREIT”) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. Pursuant to the definition of FFO by the Board of Governors of NAREIT, we calculate FFO as net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses from disposition of real estate and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. We have calculated FFO for all periods presented in accordance with this definition.

Current wording

The National Association of Real Estate Investment Trusts (“NAREIT”) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. Pursuant to the definition of FFO by the Board of Governors of NAREIT, we calculate FFO as net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses from disposition of real estate and early ground lease terminations and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. We have calculated FFO for all periods presented in accordance with this definition.

Previous wording

The following table summarizes our FFO, FFOAA and AFFO including per share amounts for FFO and FFOAA, for the three and six months ended June 30, 2025 and 2024 and reconciles such measures to net income available to common shareholders, the most directly comparable GAAP measure (unaudited, in thousands, except per share information):

Current wording

The following table summarizes our FFO, FFOAA and AFFO including per share amounts for FFO and FFOAA, for the three and nine months ended September 30, 2025 and 2024 and reconciles such measures to net income available to common shareholders, the most directly comparable GAAP measure (unaudited, in thousands, except per share information):

Previous wording

The effect of the conversion of our convertible preferred shares is calculated using the if-converted method and the conversion, which results in the most dilution is included in the computation of per share amounts. The conversion of the 5.75% Series C cumulative convertible preferred shares and the 9.00% Series E cumulative convertible preferred shares would be dilutive to FFO, FFOAA and AFFO per share for thethree and six months ended June 30, 2025 and 2024. Therefore, the additional common shares that would result from the conversion and the corresponding add-back of the preferred dividends declared on those shares are included in the calculation of diluted FFO and FFOAA per share and would be included in a calculation of AFFO per share.

Current wording

The effect of the conversion of our convertible preferred shares is calculated using the if-converted method and the conversion, which results in the most dilution is included in the computation of per share amounts. The conversion of the 5.75% Series C cumulative convertible preferred shares and the 9.00% Series E cumulative convertible preferred shares would be dilutive to FFO, FFOAA and AFFO per share for thethree and nine months ended September 30, 2025 and 2024. Therefore, the additional common shares that would result from the conversion and the corresponding add-back of the preferred dividends declared on those shares are included in the calculation of diluted FFO and FFOAA per share and would be included in a calculation of AFFO per share.

Previous wording

NAREIT developed EBITDAre as a relative non-GAAP financial measure of REITs, independent of a company's capital structure, to provide a uniform basis to measure the enterprise value of a company. Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, we calculate EBITDAre as net income, computed in accordance with GAAP, excluding interest expense (net), income tax (benefit) expense, depreciation and amortization, gains and losses from disposition of real estate, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates.

Current wording

NAREIT developed EBITDAre as a relative non-GAAP financial measure of REITs, independent of a company's capital structure, to provide a uniform basis to measure the enterprise value of a company. Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, we calculate EBITDAre as net income, computed in accordance with GAAP, excluding interest expense (net), income tax (benefit) expense, depreciation and amortization, gains and losses from disposition of real estate and early ground lease terminations, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

During the three months ended September 30, 2025, we renewed three lease agreements on approximately 19 thousand square feet and experienced an increase of approximately 4.0% in rental rates and paid no leasing commissions with respect to these lease renewals.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

•The recognition of retirement and severance expense for the six months ended June 30, 2024 versus no such expense recognized for the six months ended June 30, 2025;