EPR PROPERTIES
For the period ended Mar 31, 2026. Filed May 7, 2026.
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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.
Mar 31, 2026 · Filed May 7, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001045450-26-000024
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 126 previous paragraphs and 114 current paragraphs.
54 unchanged; 41 reworded; 18 added; 28 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 11 previous and 10 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 (18)
Current report
•148 theatre properties;
Current report
•26 attraction properties;
Current report
•28 fitness & wellness properties;
Current report
Geopolitical and International Trade Environment
Current report
•The increase in the benefit for credit losses, net for the three months ended March 31, 2026 versus the three months ended March 31, 2025; and
Current report
•The recognition of lower gain on real estate transactions for the three months ended March 31, 2026 versus the three months ended March 31, 2025.
Current report
Subsequent to quarter-end, we completed the acquisition of six U.S. attraction properties as part of our previously announced acquisition of a portfolio of seven attraction properties from Six Flags Entertainment Corporation. These six properties comprise the substantial majority of this $315.0 million portfolio investment, are located throughout the U.S. will be leased to and operated by Enchanted Parks (formerly Innovative Attraction Management) pursuant to a long-term triple-net master lease. La Ronde, the one park located in Canada, will be leased to and operated by La Ronde Operations, Inc. pursuant to a long-term triple-net lease following the closing of the transaction, which is expected to occur in the second quarter of 2026 subject to customary closing conditions.
Current report
Mortgage Note Receivable Conversion
Current report
During the three months ended March 31, 2026, we exercised our purchase option to convert a $70.0 million mortgage note receivable secured by an experiential lodging property in Tennessee into a wholly-owned rental property subject to a long-term triple-net lease. In connection with this conversion, we recognized a gain on real estate transactions of approximately $1.0 million and a benefit for credit losses of approximately $1.3 million.
Current report
During the three months ended March 31, 2026, we entered into a forward sales agreement pursuant to our "at-the-market" offering program ("ATM Program") to sell an aggregate of 797,422 common shares for initial gross proceeds of $47.5 million upon settlement, or an average forward price of $59.52 per share, subject to adjustment. We have the option to settle the outstanding common shares any time before the maturity of the forward sales agreement on March 1, 2027, subject to customary closing conditions, for the initial gross proceeds as adjusted for payment of commissions and applicable dividends as well as daily adjustment based on the overnight bank borrowing rate less a spread. As of March 31, 2026, we have $352.5 million of remaining capacity under our ATM Program.
Current report
(2) Retirement and severance expense for the three months ended March 31, 2026 related to the retirement of our former Executive Vice President and Chief Investment Officer. There was no retirement and severance expense for the three months ended March 31, 2025.
Current report
(4) The increase in depreciation and amortization for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 resulted from acquisitions and developments completed in 2026 and 2025. This was partially offset by property dispositions that occurred during 2025.
Current report
(5) The gain on real estate transactions for the three months ended March 31, 2026 related to the conversion of a $70.0 million mortgage note receivable into a wholly-owned rental property. The gain on real estate transactions for the three months ended March 31, 2025 related to the sale of one vacant theatre property, two operating theatre properties, one vacant early childhood education center and 10 early childhood education centers.
Current report
(6) The increase in interest expense, net for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 resulted from a decrease in capitalized interest and an increase in average borrowings. This was offset by an increase in interest income recognized on short-term investments.
Current report
As discussed above, during thethree months ended March 31, 2026, we entered into a forward sales agreement pursuant to our "at-the-market" offering program ("ATM Program") to sell an aggregate of 797,422 common shares for initial gross proceeds of $47.5 million upon settlement, or an average forward price of $59.52 per share, subject to adjustment. Wehave the option to settle the outstanding common shares any time before the maturity of the forward sales agreement on March 1, 2027, subject to customary closing conditions, for the initial gross proceeds as adjusted for payment of commissions and applicable dividends as well as daily adjustment based on the overnight bank borrowing rate less a spread. As of March 31, 2026, we have $352.5 million of remaining capacity under our ATM Program.
Current report
Net Debt and Proforma Net Debt
Current report
Net Debt to Gross Assets Ratio and Proforma Net Debt to Gross Assets Ratio
Current report
Net Debt to Adjusted EBITDAre Ratio and Proforma Net Debt to Adjusted EBITDAre Ratio
Removed paragraphs (28)
Previous report
•150 theatre properties;
Previous report
•25 attraction properties;
Previous report
•24 fitness & wellness properties;
Previous report
International Trade Environment
Previous report
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 report
•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 report
•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 report
•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 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.
Previous report
Dispositions
Previous report
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 report
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 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.
Previous report
Upon maturity, on April 1, 2025, we fully repaid $300.0 million of senior unsecured notes using borrowings under our $1.0 billion senior unsecured revolving credit facility.
Previous report
As discussed further below, on June 3, 2025, we filed a new universal shelf registration statement and a new shelf registration statement for our Dividend Reinvestment and Direct Share Purchase Plan (“DSP Plan”) with the SEC.
Previous 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.
Previous report
Three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024
Previous report
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 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.
Previous report
(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 report
(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 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.
Previous 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.
Previous 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.
Previous report
Upon maturity, on April 1, 2025, we fully repaid $300.0 million of senior unsecured notes using borrowings under our $1.0 billion senior unsecured revolving credit facility.
Previous report
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 report
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.
Reworded paragraphs (41)
Previous wording
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.
Current wording
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. FFOAA and AFFO are non-GAAP financial measures and are defined and reconciled below in the section titled "Non-GAAP Financial Measures." Our growth strategy focuses on acquiring or developing experiential properties in which we maintain a depth of knowledge and relationships, and which we believe offer sustained performance through most economic cycles.
Previous wording
We believe our management’s knowledge and industry relationships have facilitated opportunities for us to acquire, finance and lease properties. It has been our strategy to structure leases and financings to ensure a positive spread between our cost of capital and the rentals or interest paid by our tenants. We have primarily acquired or developed new properties that are pre-leased to a single tenant or multi-tenant properties with a high occupancy rate. We have also entered into certain joint ventures and provided mortgage note financing. We intend to continue entering into some or all of these types of arrangements in the foreseeable future.
Current wording
We believe our management’s knowledge and industry relationships have facilitated opportunities for us to acquire, finance and lease properties. 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 mitigate initial lease-up risks and support 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. We intend to continue entering into some or all of these types of arrangements in the foreseeable future.
Previous 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.
Current wording
As of March 31, 2026, our total assets were approxima tely $5.7 billion (after accumulated depreciation of approximately $1.8 billion) with properties located in 42 states and Canada. Our total investments (a non-GAAP financial measure) were approximately $7.1 billion as of March 31, 2026. See "Non-GAAP Financial Measures" for the reconciliation of "Total assets" in the consolidated balance sheet to total investments at March 31, 2026 and December 31, 2025. We group our investments into two reportable segments, Experiential and Education. As of March 31, 2026, our Experiential investments comprised $6.7 billion, or 94%, and our Education investments comprised $0.4 billion, or 6%, of our total investments.
Previous wording
•59 eat & play properties (including seven theatres located in entertainment districts);
Current wording
•61 eat & play properties (including seven theatres located in entertainment districts);
Previous 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.
Current wording
As of March 31, 2026, our wholly-owned Experiential real estate portfolio consisted of approximately 19.2 million square feet, was 99% leased or operated and included $23.4 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 and was 99% leased or operated.
Current wording
The combined wholly-owned portfolio consisted of 20.3 million square feet and was 99% leased or operated.
Previous wording
The overall economic uncertainty caused by these or additional changes in the U.S. or international trade policy, along with continued uncertainty surrounding such policies, could also lead to weakened economic conditions, contribute to inflation and increased borrowing costs and could lead to decreased consumer spending. Additionally, tariff increases may impact us by increasing the cost of imported construction materials, which in turn can lead to higher development and renovation expenses. This increase in costs may result in reduced yields on development projects and potentially delay or result in cancelling planned projects. Furthermore, our tenants are similarly experiencing negative pressures from these uncertain economic conditions, which could negatively affect their ability to satisfy their obligations to us.
Current wording
Recent geopolitical events and macroeconomic trends, including evolving global armed conflicts and significant changes in U.S. and international trade policies, have produced heightened uncertainty. This uncertainty could weaken economic conditions, contribute to inflation, increase borrowing costs and decrease consumer spending. Tariff increases and supply chain disruptions may impact our business by increasing the cost of construction materials, which in turn may lead to higher development and renovation expenses. This increase in costs may result in reduced yields on development projects and potentially delay or result in cancelled planned projects. Additionally, our tenants and their customers are similarly experiencing these uncertainties, which could negatively affect their financial resources and ability to satisfy their obligations to us.
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 nine months ended September 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 FFOAA per diluted share are detailed below for the three months ended March 31, 2026 and 2025 (in millions, except per share information):
Previous 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:
Current wording
The major factors impacting our results for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 were as follows:
Previous 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;
Current wording
•The recognition of lower other income and other expense primarily related to having fewer operating properties for the three months ended March 31, 2026 versus the three months ended March 31, 2025;
Previous wording
•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 wording
•The recognition of higher retirement and severance expense for the three months ended March 31, 2026 versus the three months ended March 31, 2025;
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 nine months ended September 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 2025 Annual Report. For the three months ended March 31, 2026, there were no changes to critical accounting policies.
Previous 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):
Current wording
Our investment spending during the three months ended March 31, 2026 and 2025 totaled $51.3 million and $37.7 million, respectively, and is detailed below (in thousands):
Previous 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.
Current wording
The above amounts include $0.4 millionand $1.5 million in capitalized interest and$46 thousandand $39 thousand in other general and administrative direct project costs for the three months ended March 31, 2026 and 2025, respectively. Excluded from the table above is approximately $0.2 million and $1.3 million of maintenance capital expenditures for the three months ended March 31, 2026 and 2025, respectively.
Previous 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.
Current wording
On March 2, 2026, our Executive Vice President and Chief Investment Officer, Greg Zimmerman, retired from his position. The role of Executive Vice President and Chief Investment Officer has been assumed by Ben Fox, who joined us in August of 2025. During thethree months ended March 31, 2026, we recorded retirement and severance expense related to Mr. Zimmerman's retirement totaling $1.4 million, which included cash payments totaling $0.4 million and accelerated vesting of nonvested shares totaling $1.0 million.
Previous 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.
Current wording
(1) For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, the increase in minimum rent resulted from an increase of $6.6 million related to property acquisitions and developments completed in 2026 and 2025. In addition, there was a net increase in minimum rent of $3.8 million related to existing properties. This was partially offset by a decrease in rental revenue of $1.2 million from property dispositions.
Previous wording
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.
Current wording
During the three months ended March 31, 2026, we renewed two lease agreements on a ski property. We had no change in rental rates and paid no leasing commissions with respect to these lease renewals.
Previous 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.
Current wording
(2) The decrease in percentage rent (i.e., amounts above base rent) for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was due primarily to lower percentage rent recognized from one of our early childhood education center tenants.
Previous 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.
Current wording
(3) The decrease in other income for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 related primarily to a decrease in operating income from two operating theatre properties that were sold during the three months ended March 31, 2025.
Previous 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.
Current wording
(4) The decrease in mortgage and other financing income for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 related to $1.8 million of participating interest income recognized during the three months ended March 31, 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 three months ended March 31, 2025. This was partially offset by interest income on new mortgage notes receivable funded in 2025 and from additional investments on existing mortgage note receivables in 2025 and 2026.
Previous 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.
Current wording
(1) The decrease in other expense for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 related primarily to a decrease in operating expense from two operating theatre properties that were sold during the three months ended March 31, 2025.
Previous 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.
Current wording
(3) The change in provision (benefit) for credit losses, net for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was due to a credit loss benefit of $1.3 million recognized in connection with the conversion of a $70.0 million mortgage note receivable to a wholly-owned rental property and changes in our estimated current expected credit losses primarily due to improved property level performance and improved macro-economic conditions.
Previous 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.
Current wording
Cash and cash equivalents were $68.5 million at March 31, 2026. In addition, we had restricted cash of $6.1 million at March 31, 2026, 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 September 30, 2025, we had total debt outstanding of $2.8 billion, of which 99% was unsecured.
Current wording
At March 31, 2026, we had total debt outstanding of $2.9 billion, of which 99% was unsecured.
Previous wording
At September 30, 2025, we had outstanding $2.2 billion in aggregate principal amount of unsecured senior notes (excluding the private placement notes discussed below) ranging in interest rates from 3.60% to 4.95%. The notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the ratio of our debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt that would cause the ratio of secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt that would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of our total unencumbered assets such that they are not less than 150% of our outstanding unsecured debt. Interest payments on our unsecured senior notes are due semiannually.
Current wording
At March 31, 2026, we had outstanding $2.75 billion in aggregate principal amount of unsecured senior notes (excluding the private placement notes discussed below) ranging in interest rates from 3.60% to 4.95%. The notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the ratio of our debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt that would cause the ratio of secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt that would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of our total unencumbered assets such that they are not less than 150% of our outstanding unsecured debt. Interest payments on our unsecured senior notes are due semiannually.
Previous 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%.
Current wording
At March 31, 2026, we had no balance outsta nding under our $1.0 billion unsecured revolving credit facility. Our unsecured revolving credit facility is governed by the terms of our Fourth Amended, Restated and Consolidated Credit Agreement (the "Amended Credit Agreement"). 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 4.68% at March 31, 2026. Additionally, the facility fee on the revolving credit facility is 0.25%.
Previous wording
Our unsecured revolving credit facility and the private placement notes contain financial covenants or restrictions that limit our levels of consolidated debt, secured debt, investments outside certain categories, stock repurchases and dividend distributions and require us to meet certain coverage levels for fixed charges and debt service. Additionally, these debt instruments contain cross-default provisions if we default under other indebtedness exceeding certain amounts. Those cross-default thresholds vary from $50.0 million to $75.0 million, depending upon the debt instrument. We were in compliance with all financial and other covenants under our consolidated debt instruments at September 30, 2025.
Current wording
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. 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 March 31, 2026.
Previous wording
In 2024, two experiential lodging properties located in St. Pete Beach, Florida, in which we hold unconsolidated equity investments through two joint ventures, were severely damaged by two hurricanes and remain closed. We continue to work in good faith with our joint venture partners, the non-recourse debt provider and the insurance companies to identify a path forward in which we expect to result in the removal of the unconsolidated equity investments in these experiential lodging properties and the related non-recourse debt from our portfolio, although there can be no assurances as to the outcome of those discussions.
Current wording
In 2024, two experiential lodging properties located in St. Pete Beach, Florida, in which we hold unconsolidated equity investments, were severely damaged by two hurricanes. 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. 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. There can be no assurance as to the ultimate outcome of our negotiations regarding our exit from these joint ventures.
Previous wording
Our principal investing activities are acquiring, developing and financing Experiential properties. These investing activities have generally been financed with senior unsecured notes and the proceeds from equity offerings. Our unsecured revolving credit facility and cash from operations are also used to finance the acquisition or development of properties, and to provide mortgage financing. We have and expect to continue to issue debt securities in public or private offerings. We have and may in the future assume mortgage debt in connection with property acquisitions or incur new mortgage debt on existing properties. We may also issue equity securities in connection with acquisitions. Continued growth of our real estate investments and mortgage financing portfolios will depend in part on our continued ability to access funds through additional borrowings and securities offerings and, to a lesser extent, our ability to assume debt in connection with property acquisitions. We may also fund investments with the proceeds from asset dispositions.
Current wording
Our principal investing activities are acquiring, developing and financing Experiential properties. These investing activities have generally been financed with proceeds from senior unsecured note and equity offerings. Our unsecured revolving credit facility and cash from operations are also used to finance the acquisition or development of properties, and to provide mortgage financing. We have and expect to continue to issue debt securities in public or private offerings. We have and may in the future assume mortgage debt in connection with property acquisitions or incur new mortgage debt on existing properties. We may also issue equity securities in connection with acquisitions. Continued growth of our real estate investments and mortgage financing portfolios will depend in part on our continued ability to access funds through additional borrowings and securities offerings and, to a lesser extent, our ability to assume debt in connection with property acquisitions. We may also fund investments with the proceeds from asset dispositions.
Previous 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.
Current wording
As of March 31, 2026, wehad 16 development projects with commitments to fund an aggregate of approximately $37.5 million, of which approximately $20.9 million is expected to be funded in the remainder of 2026. 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 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.
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 March 31, 2026, we had two mortgage notes with commitments totaling approximately $46.7 million, all of which is expected to be funded in the remainder of 2026. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.
Previous wording
Long-term liquidity requirements consist primarily of debt maturities. Upon maturity, on April 1, 2025, we fully repaid $300.0 million of senior unsecured notes, using borrowings under our $1.0 billion senior unsecured revolving credit facility. We have $629.6 million of debt maturities due in 2026. We currently believe that we will be able to repay, extend, refinance or otherwise settle our debt maturities as the debt comes due and that we will be able to fund our remaining commitments, as necessary. However, there can be no assurance that additional financing or capital will be available, or that terms will be acceptable or advantageous to us.
Current wording
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. However, there can be no assurance that additional financing or capital will be available, or that terms will be acceptable or advantageous to us.
Previous wording
Our primary use of cash after paying operating expenses, debt service, distributions to shareholders and funding existing commitments is in growing our investment portfolio through acquiring, developing and financing additional properties. We expect to finance these investments with cash on hand, excess cash flow, proceeds from asset dispositions or borrowings under our unsecured revolving credit facility as well as debt and equity financing alternatives. If we borrow the maximum amount available under our unsecured revolving credit facility, there can be no assurance that we will be able to obtain additional or substitute investment financing. We may also assume mortgage debt in connection with property acquisitions. The availability and terms of any such financing or sales will depend upon market and other conditions.
Current wording
Our primary use of cash after paying operating expenses, debt service, distributions to shareholders and funding existing commitments is in growing our investment portfolio through acquiring, developing and financing additional properties. We expect to finance these investments with cash on hand, excess cash flow, proceeds from asset dispositions or borrowings under our unsecured revolving credit facility as well as debt and equity financing alternatives. If we borrow the maximum amount available under our $1.0 billion unsecured revolving credit facility, there can be no assurance that we will be able to obtain additional or substitute investment financing. We may also assume mortgage debt in connection with property acquisitions. The availability and terms of any such financing or sales will depend upon market and other conditions.
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 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.
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 real estate transactions and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. 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 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):
Current wording
The following table summarizes our FFO, FFOAA and AFFO including per share amounts for FFO and FFOAA, for the three months ended March 31, 2026 and 2025 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 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.
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 months ended March 31, 2026 and 2025. Therefore, the additional common shares that would result from the conversion and the corresponding add-back of the preferred dividends declared on those shares are included in the calculation of diluted FFO and FFOAA per share and would be included in a calculation of AFFO per share.
Previous wording
Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced for cash and cash equivalents. By excluding deferred financing costs, net, and reducing debt for cash and cash equivalents on hand, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. We believe this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding our financial condition. Our method of calculating Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
Current wording
Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced for cash and cash equivalents. By excluding deferred financing costs, net, and reducing debt for cash and cash equivalents on hand, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. Proforma Net Debt is presented by subtracting the estimated net proceeds from forward sales agreements under our ATM Program from Net Debt. We believe both of these calculations constitute beneficial supplemental non-GAAP financial disclosures to investors in understanding our financial condition. Our method of calculating Net Debt and Proforma Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
Previous wording
Net Debt to Gross Assets Ratio is a supplemental measure derived from non-GAAP financial measures that we use to evaluate capital structure and the magnitude of debt to gross assets. We believe that investors commonly use versions of this ratio in a similar manner. Our method of calculating the Net Debt to Gross Assets Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
Current wording
Net Debt to Gross Assets Ratio and Proforma Net Debt to Gross Assets Ratio are supplemental measures derived from non-GAAP financial measures that we use to evaluate capital structure and the magnitude of debt to gross assets. We believe that investors commonly use versions of these ratios in similar manners. Our method of calculating the Net Debt to Gross Assets Ratio and Proforma Net Debt to Gross Assets Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
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 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.
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 on real estate transactions, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates.
Previous wording
Net Debt to Adjusted EBITDAre Ratio is a supplemental measure derived from non-GAAP financial measures that we use to evaluate our capital structure and the magnitude of our debt against our operating performance. We believe that investors commonly use versions of this ratio in a similar manner. In addition, financial institutions use versions of this ratio in connection with debt agreements to set pricing and covenant limitations. Our method of calculating the Net Debt to Adjusted EBITDAre Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
Current wording
Net Debt to Adjusted EBITDAre Ratio and Proforma Net Debt to Adjusted EBITDAre Ratio are supplemental measures derived from non-GAAP financial measures that we use to evaluate our capital structure and the magnitude of our debt against our operating performance. We believe that investors commonly use versions of these ratios in similar manners. In addition, financial institutions use versions of these ratios in connection with debt agreements to set pricing and covenant limitations. Our method of calculating the Net Debt to Adjusted EBITDAre Ratio and Proforma Net Debt to Adjusted EBITDAre Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
Showing the first 40 of 41 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Three months ended March 31, 2026 compared to the three months ended March 31, 2025
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
Net Debt to Gross Assets Ratio
Previous report — wording carried elsewhere
Net Debt to Adjusted EBITDAre Ratio