EPR PROPERTIES
For the period ended Jun 30, 2026. Filed Jul 30, 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.
Jun 30, 2026 · Filed Jul 30, 2026
EPR$59.51-0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0001045450-26-000042
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 114 previous paragraphs and 121 current paragraphs.
67 unchanged; 39 reworded; 14 added; 7 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 10 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 (14)
Current report
•35 attraction properties;
Current report
•30 fitness & wellness properties;
Current report
•The increase in interest expense for the three and six months ended June 30, 2026 versus the three and six months ended June 30, 2025.
Current report
During the six months ended June 30, 2026, we completed the acquisition of seven attraction properties from Six Flags Entertainment Corporation for a total of $304.4 million with approximately $11.0 million anticipated to be invested in additional improvements to the properties over the next two years. Enchanted Parks is operating the six U.S. properties under a long-term triple-net master lease, and La Ronde Operations, Inc. is operating the Canadian property under a long-term triple-net lease.
Current report
Mortgage Note Payoff
Current report
During the three and six months ended June 30, 2026, we received $10.8 million in net proceeds representing payment in full on a mortgage note receivable secured by an eat & play property in Oregon. In connection with this loan payoff, we recognized defeasance fee income of $0.5 million, which is included in "Mortgage and other financing income" in the accompanying consolidated statements of income and comprehensive income.
Current report
Debt and Capital Markets Activities
Current report
On July 17, 2026, we entered into a new amended and restated $1.6 billion credit agreement that, among other things, extends the maturity date and reduces the interest rate payable on our $1.0 billion senior unsecured revolving credit facility and establishes a new $600.0 million senior unsecured delayed draw term loan facility due in 2032. See "Liquidity and Capital Resources" below for additional information.
Current report
Three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025
Current report
At June 30, 2026, we had a $360.0 million outsta nding balance under our $1.0 billion senior unsecured revolving credit facility with an interest rate of 4.67% at June 30, 2026.
Current report
On July 17, 2026, we entered into a Fifth Amended, Restated and Consolidated Credit Agreement (the "Amended Credit Agreement"), governing an amended and restated $1.0 billion senior unsecured revolving credit facility and a new $600.0 million senior unsecured delayed draw term loan facility. The Amended Credit Agreement replaced our existing $1.0 billion senior unsecured revolving credit facility.
Current report
The amendments to the revolving credit facility, among other things, (i) extend the maturity date from October 2, 2028 to July 17, 2030, with two six-month extension options, subject to the payment of additional fees and the satisfaction of customary conditions, (ii) generally reduce the interest rate payable on outstanding loans by 5 basis points, (iii) modify the asset value calculations under certain financial covenants to include the expected cash proceeds from the sale of common shares under qualified forward equity contracts and (iv) split the prior revolving facility’s $300.0 million foreign currency sublimit into a separate, stand-alone foreign currency revolving credit facility of the same size.
Current report
The Amended Credit Agreement also established a new senior unsecured delayed draw term loan facility that, among other things, (i) provides for an initial committed amount of $600.0 million that may be drawn upon prior to January 17, 2027, subject to earlier termination, (ii) bears interest based on our credit ratings (SOFR plus 115 basis points at closing), (iii) carries a ticking fee of 0.25% per annum on undrawn commitments beginning on October 16, 2026, and (iv) matures on January 17, 2032.
Current report
In addition, the Amended Credit Agreement includes a $1.0 billion accordion feature on the combined unsecured revolving credit and delayed draw term loan facilities that increases the maximum amount available under the combined facilities from $1.6 billion to $2.6 billion, at our election and subject to lender consent and customary conditions.
Removed paragraphs (7)
Previous report
•26 attraction properties;
Previous report
•28 fitness & wellness properties;
Previous 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.
Previous report
Capital Markets Activities
Previous report
(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 report
(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 report
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%.
Reworded paragraphs (39)
Previous wording
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q of EPR Properties (the “Company”, “EPR”, “we” or “us”). The forward-looking statements included in this discussion and elsewhere in this Quarterly Report on Form 10-Q involve risks and uncertainties, including anticipated financial performance, anticipated liquidity and capital resources, business prospects, industry trends, shareholder returns, performance of leases by tenants, performance on loans to customers and other matters, which reflect management's best judgment based on factors currently known. See “Cautionary Statement Concerning Forward-Looking Statements,” which is incorporated herein by reference. Actual results and experience could differ materially from the anticipated results and other expectations expressed in our forward-looking statements as a result of a number of factors, including but not limited to those discussed in Part II, Item 1A - "Risk Factors" in this Quarterly Report on Form 10-Q and Item 1A - "Risk Factors" in our 2025 Annual Report.
Current wording
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q of EPR Properties (the “Company”, “EPR”, “we” or “us”). The forward-looking statements included in this discussion and elsewhere in this Quarterly Report on Form 10-Q involve risks and uncertainties, including anticipated financial performance, anticipated liquidity and capital resources, business prospects, industry trends, shareholder returns, performance of leases by tenants, performance on loans to customers and other matters, which reflect management's best judgment based on factors currently known. See “Cautionary Statement Concerning Forward-Looking Statements,” which is incorporated herein by reference. Actual results and experience could differ materially from the anticipated results and other expectations expressed in our forward-looking statements as a result of a number of factors, including but not limited to those discussed in Item 1A - "Risk Factors" in our 2025 Annual Report.
Previous 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.
Current wording
As of June 30, 2026, our total assets were approximately $6.1 billion (after accumulated depreciation of approximately $1.8 billion) with properties located in 43 states and Canada. Our total investments (a non-GAAP financial measure) were approximately $7.5 billion as of June 30, 2026. See "Non-GAAP Financial Measures" for the reconciliation of "Total assets" in the consolidated balance sheet to total investments at June 30, 2026 and December 31, 2025. We group our investments into two reportable segments, Experiential and Education. As of June 30, 2026, our Experiential investments comprised $7.1 billion, or 95%, and our Education investments comprised $0.4 billion, or 5%, of our total investments.
Previous 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.
Current wording
As of June 30, 2026, our wholly-owned Experiential real estate portfolio consisted of approximately 19.5 million square feet, was 99% leased or operated and included $10.0 million in property under development and $20.2 million in undeveloped land inventory.
Previous wording
The combined wholly-owned portfolio consisted of 20.3 million square feet and was 99% leased or operated.
Current wording
The combined wholly-owned portfolio consisted of 20.6 million square feet and was 99% leased or operated.
Previous 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.
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. Global trade uncertainty 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 FFOAA per diluted share are detailed below for the three months ended March 31, 2026 and 2025 (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 and six months ended June 30, 2026 and 2025 (in millions, except per share information):
Previous 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:
Current wording
The major factors impacting our results for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025 were as follows:
Previous wording
•The effect of investments and dispositions that occurred in 2026 and 2025;
Current wording
•The effect of investments and dispositions that occurred in 2026 and 2025 as well as contractual increases in rent and interest related to existing investments;
Previous 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;
Current wording
•The recognition of lower other income and other expense primarily related to having fewer operating properties for the three and six months ended June 30, 2026 versus the three and six months ended June 30, 2025;
Previous 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;
Current wording
•The recognition of higher retirement and severance expense for the six months ended June 30, 2026 versus the six months ended June 30, 2025;
Previous wording
•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 wording
•The increase in the benefit for credit losses, net for the six months ended June 30, 2026 versus the six months ended June 30, 2025;
Previous wording
•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 wording
•The recognition of lower gain on real estate transactions for the three and six months ended June 30, 2026 versus the three and six months ended June 30, 2025; 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 2025 Annual Report. For the three months ended March 31, 2026, 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 six months ended June 30, 2026, there were no changes to critical accounting policies.
Previous 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):
Current wording
Our investment spending during the six months ended June 30, 2026 and 2025 totaled $492.2 million and $86.3 million, respectively, and is detailed below (in thousands):
Previous 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.
Current wording
The above amounts include $0.6 million and $2.4 million in capitalized interest and $81 thousand and $175 thousand in other general and administrative direct project costs for the six months ended June 30, 2026 and 2025, respectively. Excluded from the table above is approximately $0.7 million and $3.1 million of maintenance capital expenditures for the six months ended June 30, 2026 and 2025, respectively.
Previous wording
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 wording
During the six months ended June 30, 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.
Previous 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.
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 thesix months ended June 30, 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
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 wording
During the six months ended June 30, 2026, we entered into forward sales agreements pursuant to our "at-the-market" offering program ("ATM Program") to sell an aggregate of 1,189,884 common shares for initial gross proceeds of $70.9 million, or an average forward price of $59.58 per share, subject to adjustment upon settlement. We have the option to settle the outstanding common shares any time before the maturities of the respective forward sales agreements beginning on March 1, 2027 through June 30, 2027, subject to customary closing conditions, for the initial gross proceeds as adjusted for payment of commissions and applicable dividends as well as a daily adjustment based on the overnight bank borrowing rate less a spread. As of June 30, 2026, we have $329.1 million of remaining capacity under our ATM Program and expected net proceeds of unsettled forward sales agreements totaling $69.5 million.
Previous 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.
Current wording
(1) For the three months ended June 30, 2026 compared to the three months ended June 30, 2025, the increase in minimum rent resulted from an increase of $14.8 million related to property acquisitions and developments completed in 2026 and 2025. In addition, there was a net increase in minimum rent of $3.4 million related to existing properties. This was partially offset by a decrease in rental revenue of $0.5 million from property dispositions.
Previous 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.
Current wording
During the six months ended June 30, 2026, we renewed four lease agreements on a ski property and two attraction properties. We had no change in rental rates and paid no leasing commissions with respect to these lease renewals.
Previous 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.
Current wording
(2) The decrease in other income for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 related primarily to a decrease in operating income from two operating theatre properties that were sold during the six months ended June 30, 2025.
Previous 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.
Current wording
(1) The decrease in other expense for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 related primarily to a decrease in operating expense from two operating theatre properties that were sold during the six months ended June 30, 2025.
Previous wording
(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 wording
(2) Retirement and severance expense for the six months ended June 30, 2026 related to the retirement of our former Executive Vice President and Chief Investment Officer. There was no retirement and severance expense for the six months ended June 30, 2025.
Previous 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.
Current wording
(3) The change in provision (benefit) for credit losses, net for the six months ended June 30, 2026 compared to the six months ended June 30, 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 during the six months ended June 30, 2026, and changes in our estimated current expected credit losses primarily due to improved property level performance and improved macro-economic conditions.
Previous wording
(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 wording
(4) The increase in depreciation and amortization for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 resulted from acquisitions and developments completed in 2026 and 2025. This was partially offset by property dispositions that occurred during 2025.
Previous wording
(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 wording
(5) The gain on real estate transactions for the six months ended June 30, 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 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 early childhood education centers.
Previous wording
(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 wording
(6) The increase in interest expense, net for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 resulted from a decrease in capitalized interest and an increase in average borrowings. This was partially offset by an increase in interest income recognized on short-term investments.
Previous 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.
Current wording
Cash and cash equivalents were $16.2 million at June 30, 2026. In addition, we had restricted cash of $4.4 million at June 30, 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
Mortgage Debt, Senior Notes and Unsecured Revolving Credit Facility
Current wording
Mortgage Debt, Senior Notes and Unsecured Revolving Credit Agreement
Previous wording
At March 31, 2026, we had total debt outstanding of $2.9 billion, of which 99% was unsecured.
Current wording
At June 30, 2026, we had total debt outstanding of $3.3 billion, of which 99% was unsecured.
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, 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.
Current wording
At June 30, 2026, 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 June 30, 2026.
Previous 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.
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. One of these properties was sold during the six months ended June 30, 2026 and all proceeds went into the receivership. 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 the remaining experiential lodging property 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. There can be no assurance as to the ultimate outcome of our negotiations regarding our exit from these joint ventures.
Previous wording
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 wording
As discussed above, during the six months ended June 30, 2026, we entered into forward sales agreements pursuant to our "at-the-market" offering program ("ATM Program") to sell an aggregate of 1,189,884 common shares for initial gross proceeds of $70.9 million, or an average forward price of $59.58 per share, subject to adjustment upon settlement. We have the option to settle the outstanding common shares any time before the maturity dates of the respective forward sales agreements beginning on March 1, 2027 through June 30, 2027, subject to customary closing conditions, for the initial gross proceeds as adjusted for payment of commissions and applicable dividends as well as a daily adjustment based on the overnight bank borrowing rate less a spread. As of June 30, 2026, we have $329.1 million of remaining capacity under our ATM Program and expected net proceeds of unsettled forward sales agreements totaling $69.5 million.
Previous 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.
Current wording
As of June 30, 2026, wehad 24 development projects with commitments to fund an aggregate of approximately $46.4 million, of which approximately $18.3 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 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.
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 June 30, 2026, we had two mortgage notes with commitments totaling approximately $46.2 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
We currently anticipate that our cash on hand, cash from operations, funds available under our unsecured revolving credit facility and proceeds from asset dispositions will provide adequate liquidity to meet our financial commitments, including the amounts needed to fund our operations, make recurring debt service payments, allow distributions to our shareholders and avoid corporate level federal income or excise tax in accordance with REIT Internal Revenue Code requirements.
Current wording
We currently anticipate that our cash on hand, cash from operations, funds available under our $1.0 billion senior unsecured revolving credit facility, funds available under our $600.0 million senior unsecured delayed draw term loan facility, proceeds from issuances under our ATM Program and proceeds from asset dispositions will provide adequate liquidity to meet our financial commitments, including the amounts needed to fund our operations, make recurring debt service payments, allow distributions to our shareholders and avoid corporate level federal income or excise tax in accordance with REIT Internal Revenue Code requirements.
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 $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.
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 senior unsecured revolving credit facility and $600.0 million senior unsecured delayed draw term loan 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 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):
Current 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, 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 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.
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 six months ended June 30, 2026 and 2025. Therefore, the additional common shares that would result from the conversion and the corresponding add-back of the preferred dividends declared on those shares are included in the calculation of diluted FFO and FFOAA per share and would be included in a calculation of AFFO per share.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
For the six months ended June 30, 2026 compared to the six months ended June 30, 2025, the increase in minimum rent resulted from an increase of $21.4 million related to property acquisitions and developments completed in 2026 and 2025. In addition, there was a net increase in minimum rent of $7.2 million related to existing properties. This was partially offset by a decrease in rental revenue of $1.7 million from property dispositions.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Three months ended March 31, 2026 compared to the three months ended March 31, 2025