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EPR PROPERTIES

For the period ended May 5, 2026. Filed Mar 26, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 5, 2026 · Filed Mar 26, 2026

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

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting Information:

Time and Date:11:00 a.m. (local time) on Tuesday, May 5, 2026
Place:EPR Properties909 Walnut Street, Suite 200Kansas City, Missouri 64106
Record Date:March 9, 2026
Voting:Only shareholders of record at the close of business on March 9, 2026 are entitled to notice of, and to vote at, the Annual Meeting.
How to Vote:If you are a shareholder of record, you may vote over the Internet, or by telephone or by mail if you received a printed set of proxy materials, or in person at the Annual Meeting. If you are a beneficial owner of our common shares of beneficial interest held in “street name,” you may vote at the Annual Meeting if you obtain a proxy from your bank, broker or other nominee that holds your shares. You may also vote over the Internet, or by telephone or by mail if you received a printed set of proxy materials.
Attending the Annual Meeting:All shareholders as of the close of business on the record date, or their duly appointed proxies, may attend the Annual Meeting. Please note that if you hold your shares in “street name” through a broker, bank or other nominee, you will need to bring a legal proxy from your broker, bank or other nominee (the shareholder of record).
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Annual Meeting Agenda and Voting Recommendations:

Proposal · Board’s VotingRecommendation · Page
No. 1Election of Trustees“FOR” each trustee nominee13
The Company is asking shareholders to elect ten trustee nominees to the Board. The Board believes that the nominees possess the necessary experience, qualifications, attributes and skills to serve as trustees.
No. 2Advisory Vote to Approve NEO Compensation“FOR”34
The Company is asking shareholders to approve, on an advisory basis, the compensation for the named executive officers disclosed in these proxy materials.
No. 3Ratification of Appointment of Independent Registered Public Accounting Firm“FOR”75
The Company and the Audit Committee are asking shareholders to ratify the engagement of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
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Trustee Nominees:

The following table provides summary information about each trustee nominee.

NameAgeTrustee SincePrincipal OccupationCommitteeMemberships
Peter C. Brown(1)672010Chairman of Grassmere Partners, LLC and Retired Chairman, Chief Executive Officer and President of AMC Entertainment Inc.Audit and Nominating/Company Governance
William P. Brown(1)652024Group President, United States and Canada of Marriott International, Inc.Audit and Compensation and Human Capital
John P. Case III(1)622023Retired Partner and Senior Advisor to Ares Net Lease and Retired Chief Executive Officer and President of Realty Income CorporationAudit and Compensation and Human Capital
James B. Connor(1)672019Retired Chairman and Chief Executive Officer of Duke Realty CorporationCompensation and Human Capital and Nominating/Company Governance (Chair)
Virginia E. Shanks(1)(2)652019Retired Executive Vice President and Chief Administrative Officer of Pinnacle Entertainment, Inc.Audit and Compensation and Human Capital
Gregory K. Silvers622015Chairman, Chief Executive Officer and President of EPR Properties—
Robin P. Sterneck(1)682013Retired General Electric Executive, President of Highland Birch Group and Director of Strategic and Business Development of Sterneck Capital Management, LLCCompensation and Human Capital (Chair) and Nominating/Company Governance
John Peter Suarez(1)622025Retired Executive Vice President, Regional Chief Executive Officer, Chief Administrative Officer and Interim Chief Executive Officer of Walmart CanadaAudit and Nominating/Company Governance
Lisa G. Trimberger(1)652022Retired Partner of Deloitte & Touche LLP, Principal and Co-Owner of Mack Capital Investments LLCAudit (Chair) and Nominating/Company Governance
Caixia Y. Ziegler(1)532022Managing Director of Real Assets and Sustainable Investments at The John D. and Catherine T. MacArthur FoundationCompensation and Human Capital and Nominating/Company Governance

(1)Independent Trustee

(2)Lead Independent Trustee

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Corporate Governance Highlights:

All but one of the trustees are independent and meet regularly in executive session.

The Board has elected Virginia E. Shanks to the position of Lead Independent Director.

We have adopted a majority vote standard for the election of trustees.

We impose trustee age limits.

Only independent trustees are Committee members.

The Board has a robust trustee nominee selection process.

The Board has embraced a culture of rotation guiding our Board and committee refreshment, and the Board has appointed two new trustees in the last year.

The Board has industry-leading share ownership guidelines for trustees and executive officers.

The Company has an anti-hedging and anti-pledging policy.

The Company has an executive compensation clawback policy.

Board, Committee and trustee performance evaluations are performed annually.

The Board and Committees are responsible for risk oversight.

The Nominating/Company Governance Committee is responsible for oversight of the Company’s environmental, social and sustainability responsibilities and strategies.

Shareholders are permitted to make amendments to the Bylaws.

The Board is not classified and each trustee is subject to reelection at each annual meeting of theshareholders.

Our trustees attended at least 97% of the meetings of the Board and meetings of the Committees on which they served during the 2025 fiscal year.

Each of our trustees attended the Company’s 2025 Annual Meeting of Shareholders.

Financial Highlights:

The following are financial highlights of 2025:

Total revenue was $718.4 million for 2025 compared to $698.1 million for 2024.

Net income available to common shareholders for 2025 was $250.8 million, or $3.28 per diluted common share, compared to net income available to common shareholders of $121.9 million, or $1.60 per diluted common share, for 2024.

Funds from operations (“FFO”) (a non-GAAP financial measure) for 2025 was $383.8 million, or $4.96 per diluted common share, compared to $360.3 million, or $4.70 per diluted common share, for 2024.(1)

FFO as adjusted (a non-GAAP financial measure) for 2025 was $396.6 million, or $5.12 per diluted common share, compared to $373.9 million, or $4.87 per diluted common share, for 2024, representing a 5.1% increase in per share results.(1)

Adjusted Funds From Operations ("AFFO") (a non-GAAP financial measure) for 2025 was $398.2 million, or $5.14 per diluted common share, compared to $371.4 million, or $4.84 per diluted common share, for 2024, representing a 6.2% increase in per share results.(1)

Investment spending totaled $288.5 million and at December 31, 2025, we had committed an additional approximately $85.0 million for experiential development and redevelopment projects.

Disposition proceeds totaled $168.3 million and we recognized a gain of $39.5 million.

Increased our monthly cash dividend by 3.5% to $0.295 per common share.

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Net debt to gross assets was 39% and net debt to adjusted EBITDAre was 5.0 times at December 31, 2025 (non-GAAP financial measures).(1)

Filed a new universal shelf registration statement and a new shelf registration statement for our Dividend Reinvestment and Direct Share Purchase Plan (“DSP Plan”).

Entered into an amendment to our Fourth Amended, Restated and Consolidated Credit Agreement, dated as of September 19, 2024, to remove the SOFR index adjustment with respect to loans denominated in U.S. dollars.

Fully repaid $300.0 million of senior unsecured notes using borrowings under our $1.0 billion senior unsecured revolving credit facility.

Established an "at-the-market" offering program (the "ATM Program"), which allows us to issue common shares having an aggregate sales price of up to $400.0 million.

(1)Non-GAAP financial measures are included in this proxy statement to provide context regarding the relationship between pay and performance. For more information regarding these non-GAAP financial measures and for a reconciliation of these non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, see “Non-GAAP Financial Measures” on pages 50 through 55 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Executive Compensation Highlights:

Our Compensation and Human Capital Committee, which we refer to in this Proxy Statement as our Compensation Committee, has designed our executive compensation program to attract and retain quality executives by aligning our executives’ interests with those of our shareholders, motivating our executives to achieve superior performance, and rewarding them for such performance, with the overarching goal of maximizing long-term shareholder value. These key principles are reflected in the specific goals of our executive compensation program:

Align our Executives’ Interestswith our Shareholders’ InterestsMotivate and RewardSuperior Performance
• Reward executives for performance on measures designed to preserve or increase shareholder value• Use equity-based incentives to ensure that executives focus on business objectives that preserve and build shareholder value• Create a balanced and competitive compensation program utilizing base salary, annual incentives, long-term equity-based incentive compensation, and other benefits• Emphasize variable performance-based compensation
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To accomplish these goals, our executive compensation program emphasizes performance-based incentive compensation under our annual incentive program and long-term incentive plan payable primarily through equity grants, all of which are considered at-risk. Some of the compensation “best practices” we employ in furtherance of our philosophy include:

What We DoWhat We Don’t Do
üThe majority of total compensation is at-risk and tied to performance (i.e., not guaranteed); fixed salaries comprise a modest portion of each NEO’s overall compensation opportunityüWe enhance executive officer retention with time-based, multi-year vesting schedules for certain equity incentive awardsü To set variable pay, we establish performance goals for management, assess performance against these goals and compare our performance on key metrics against other comparable triple-net lease REITsü Multi-year, long-term incentive equity awards use relative TSR as principal metricsü We have share ownership guidelines for our executives and trusteesü We engage an independent compensation consultant to advise the Compensation Committee, which is comprised solely of independent trusteesü We incentivize executives to elect to receive annual incentive awards in the form of nonvested, restricted common shares instead of cash by valuing the equity award at a premium, further aligning their interests with shareholdersü All of our executive officers are subject to an executive compensation clawback policyû We do not provide our executives and will not provide any new executives with tax gross-ups with respect to payments made in connection with a change of controlû We do not allow hedging or pledging of Company securitiesû We do not encourage unnecessary or excessive risk taking as a result of our compensation policies; annual incentive compensation is not based on a single performance metric and we do not have guaranteed minimum payoutsûWe do not allow for repricing of common share optionsû We do not provide excessive perquisites; our perquisites are market competitive to incent executive retention

Corporate Responsibility Highlights:

We strive to operate in a socially responsible and ethical manner. Our Company’s core values both distinguish us and guide our business activities. We foster honesty and respect among our associates, offer programs aimed at improving the lives of our employees, are committed to using resources in an environmentally conscious way, support the communities in which we work and uphold our corporate responsibilities for the benefit of our shareholders. Our Nominating/Company Governance Committee is specifically tasked under its committee charter with overseeing the Company’s strategy on corporate social responsibility and sustainability. The Committee is responsible for developing and recommending policies and procedures to the Board for approval relating to the Company’s corporate social responsibility and sustainability activities and periodically reviewing relevant developments in the space such as new legislation and regulations. During 2025, we published our fourth annual Corporate Responsibility Report, which is available at https://eprkc.com/corporate-responsibility/.

Environmental Responsibility Highlights:

Triple-Net Properties: We lease most of our properties under long-term triple-net leases, which give our tenants full control over their sustainability practices and associated data. As a result, our direct influence on tenants’ environmental impact and our visibility into their sustainability performance data is limited. Nevertheless, we recognize opportunities to drive positive impacts by partnering and engaging with our tenants on sustainability initiatives, where possible, including incorporating green

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lease provisions, sharing sustainability performance data and supporting compliance with sustainability-related regulations.

Landlord-Controlled Properties: At our landlord-controlled properties and in landlord-controlled areas, we provide recycling programs and monitor benchmarks for landlord-paid utilities and available tenant utility data, where feasible. We pursue cost-effective efficiency measures and evaluate capital improvements and technologies to reduce greenhouse gas (GHG) emissions and enhance building performance and resilience. Recent initiatives at targeted properties include assessing the feasibility of electric vehicle (EV) charging station installations, facilitating efficient roof replacements, retrofitting exterior lighting with LEDs and identifying climate-related risks to guide mitigation strategies.

Climate Preparedness: To bolster our climate preparedness, we conduct periodic, location-specific regulatory analyses to assess asset eligibility and compliance with existing or emerging regulations and reporting requirements. In 2025, we also completed our second Scope 1 and 2 GHG inventory to baseline our Company’s emissions impact. We continue to leverage climate risk analysis tools to identify potential financial impacts of known climate risks and inform investing decisions.

Environmental Due Diligence: We conduct extensive environmental due diligence on potential acquisitions. As part of our underwriting process, we screen for recognized environmental conditions (RECs) and potential climate hazards that may impact our properties. To monitor and manage our risk exposure, we ensure that this process considers and integrates the location-specific findings of our climate risk tools.

Our Corporate Headquarters: We aim to lead by example by equipping our Kansas City headquarters with: energy efficient LED lighting operated on an automatic lighting control system; water refill machines on each floor to discourage the use of single-use plastic; reusable silverware, drinkware and dinnerware; comprehensive recycling infrastructure; and energy-efficient electronics and IT equipment.

Associate Transportation: We encourage our associates to reduce their environmental footprint by walking, using mass transit or taking advantage of the bike storage areas and EV charging spaces at our corporate headquarters.

Social Responsibility Highlights:

Associate Well-Being & Development: Our benefits include competitive base pay, performance-based restricted share awards and a 401(k) with a robust company match. We support our associates’ physical and mental health through industry-leading health care benefits, gender-neutral paid parental leave, unlimited sick leave, flexible paid time off and employee assistance programs. We offer yearly wellness reimbursements, an on-site fitness center and fully stocked kitchens. We provide opportunities for our associates to learn and thrive as professionals, including educational reimbursement, mentorship, executive coaching and ongoing professional development.

EPR Impact: Our Company’s charitable giving program, EPR Impact, is a key cornerstone of our social responsibility efforts. EPR Impact’s annual budget includes a pool of funds to support employee-directed contributions to nonprofit organizations where an employee is personally involved. We match employee contributions annually up to a given amount for contributions from their personal funds to local or national nonprofit organizations. We also offer 16 hours of paid volunteer time, giving employees the chance to volunteer together during work hours and on dedicated days of service. In 2025, our employees collectively volunteered for 313 hours through EPR Impact and donated $331,000 and 525 items to 150 different charities in Kansas City and beyond.

Inclusion and Belonging: Our key human capital objectives are to attract, retain and develop the highest quality talent to ensure that we have the right talent, in the right place, at the right time. We believe diverse teams, both in experience and backgrounds, strengthen our culture and enhance our understanding of the industries in which our customers operate.

Safety: A safe and secure work environment is critical to the success of our business, and we encourage employee input and ongoing education about safety and security issues. Our standards apply to everyone in our corporate office and extend to vendors and consultants. In 2025, we enhanced workplace safety awareness by offering CPR and AED training to our associates and continue to require annual anti-harassment training.

Human Rights: Our Board has adopted a Human Rights Policy aligned with the United Nations Universal Declaration of Human Rights that reflects our commitment to equality and inclusion, a safe

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and healthy workplace, workplace security, and other rights and protections relating to labor and the workplace.

Cybersecurity: Our policies and procedures embrace best practices for cybersecurity. Third-party vendors complement our processes by conducting independent cybersecurity testing and suggesting future enhancements. In 2025, we experienced no known material cybersecurity incidents.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.