Skip to main content

EPR PROPERTIES

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

View on SEC.gov

About this filing

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

Sep 30, 2026 · Filed Oct 29, 2026

EPR$59.51-0.5%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Item 1. Financial Statements

Consolidated Balance Sheets

(Dollars in thousands except share data)

September 30, 2026December 31, 2025
(unaudited)
Assets
Real estate investments, net of accumulated depreciation of $1,830,912 and $1,714,886 at September 30, 2026 and December 31, 2025, respectively$4,960,604$4,494,259
Land held for development20,16820,168
Property under development52,10554,905
Operating lease right-of-use assets211,134170,755
Mortgage notes and related accrued interest receivable, net of allowance for credit losses of $12,297 and $15,929 at September 30, 2026 and December 31, 2025, respectively639,618679,254
Investment in joint ventures11,24812,316
Cash and cash equivalents52,35490,577
Restricted cash4,9238,071
Accounts receivable107,06697,855
Other assets120,15871,602
Total assets$6,179,378$5,699,762
Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities$95,530$99,392
Operating lease liabilities243,740204,747
Common dividends payable23,75022,463
Preferred dividends payable5,9846,032
Unearned rents and interest122,719108,546
Debt3,350,2412,929,411
Total liabilities3,841,9643,370,591
Equity:
Common Shares, $0.01 par value; 125,000,000 shares authorized at September 30, 2026 and December 31, 2025; and 84,954,551 and 84,239,580 shares issued at September 30, 2026 and December 31, 2025, respectively850842
Preferred Shares, $0.01 par value; 25,000,000 shares authorized:
5,259,618 and 5,392,616 Series C convertible shares issued at September 30, 2026 and December 31, 2025, respectively; liquidation preference of $131,490,4505354
3,445,980 Series E convertible shares issued at September 30, 2026 and December 31, 2025; liquidation preference of $86,149,5003434
6,000,000 Series G shares issued at September 30, 2026 and December 31, 2025; liquidation preference of $150,000,0006060
Additional paid-in capital4,000,8873,978,093
Treasury shares at cost: 8,341,828 and 8,094,942 common shares at September 30, 2026 and December 31, 2025, respectively(308,561)(295,290)
Accumulated other comprehensive (loss) income(860)1,037
Distributions in excess of net income(1,355,049)(1,355,659)
Total equity$2,337,414$2,329,171
Total liabilities and equity$6,179,378$5,699,762

Consolidated Statements of Income and Comprehensive Income

(Dollars in thousands except per share data)

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Rental revenue$175,290$154,838$499,508$451,548
Other income14,23012,13536,06435,989
Mortgage and other financing income14,58215,33345,86147,870
Total revenue204,102182,306581,433535,407
Property operating expense15,70214,47846,42144,310
Other expense12,69011,17334,74335,743
General and administrative expense14,80914,00143,02741,255
Retirement and severance expense—1,0941,4231,094
Transaction costs1874925251,728
Provision (benefit) for credit losses, net8369,117(4,623)9,462
Depreciation and amortization51,08042,409144,667125,578
Total operating expenses95,30492,764266,183259,170
Gain on real estate transactions30,4578,07331,66634,236
Income from operations139,25597,615346,916310,473
Costs associated with loan refinancing or payoff605—605—
Interest expense, net40,31033,238113,34899,505
Equity in (income) loss from joint ventures(2,555)(2,934)1,0611,394
Income before income taxes100,89567,311231,902209,574
Income tax expense7747252,0051,542
Net income100,12166,586229,897208,032
Preferred dividend requirements5,9846,03218,05618,104
Net income available to common shareholders of EPR Properties$94,137$60,554$211,841$189,928
Net income available to common shareholders of EPR Properties per share:
Basic$1.23$0.80$2.77$2.50
Diluted$1.22$0.79$2.75$2.48
Shares used for computation (in thousands):
Basic76,59776,12776,48276,006
Diluted77,23976,66877,03376,496
Other comprehensive income:
Net income$100,121$66,586$229,897$208,032
Foreign currency translation adjustment339(5,459)(9,720)8,705
Unrealized (loss) gain on derivatives, net(428)4,8767,823(5,536)
Comprehensive income attributable to EPR Properties$100,032$66,003$228,000$211,201

Consolidated Statements of Changes in Equity

(Dollars in thousands except per share data)

EPR Properties Shareholders’ Equity
Common Shares · Preferred Shares · Additionalpaid-in capital · Treasuryshares · Accumulatedothercomprehensive income (loss) · Distributionsin excess ofnet income · Total
Shares · Par · Shares · Par
Balance at December 31, 202483,619,740$83614,838,696$148$3,950,528$(285,413)$(3,756)$(1,339,098)$2,323,245
Restricted share units issued to Trustees1,564————————
Issuance of nonvested shares and performance share units532,3266——8,694———8,700
Purchase of common shares for vesting—————(9,833)——(9,833)
Share-based compensation expense————3,867———3,867
Foreign currency translation adjustment——————181—181
Change in unrealized gain on derivatives, net——————8—8
Net income———————65,80365,803
Issuances of common shares6,801———329———329
Conversion of Series C Convertible Preferred shares to common shares43—(100)——————
Share option exercises, net268———12(12)———
Dividend equivalents accrued on performance share units———————497497
Dividends to common shareholders ($0.865 per share)———————(65,753)(65,753)
Dividends to Series C preferred shareholders ($0.359375 per share)———————(1,938)(1,938)
Dividends to Series E preferred shareholders ($0.5625 per share)———————(1,938)(1,938)
Dividends to Series G preferred shareholders ($0.359375 per share)———————(2,156)(2,156)
Balance at March 31, 202584,160,742$84214,838,596$148$3,963,430$(295,258)$(3,567)$(1,344,583)$2,321,012
Restricted share units issued to Trustees42,071————————
Share-based compensation expense————3,912———3,912
Foreign currency translation adjustment——————13,983—13,983
Change in unrealized loss on derivatives, net—————(10,420)—(10,420)
Net income———————75,64375,643
Issuances of common shares6,354———336———336
Dividends to captive REIT preferred shareholders———————(8)(8)
Dividends to common shareholders ($0.885 per share)———————(67,335)(67,335)
Dividends to Series C preferred shareholders ($0.359375 per share)———————(1,938)(1,938)
Dividends to Series E preferred shareholders ($0.5625 per share)———————(1,938)(1,938)
Dividends to Series G preferred shareholders ($0.359375 per share)———————(2,156)(2,156)
Balance at June 30, 202584,209,167$84214,838,596$148$3,967,678$(295,258)$(4)$(1,342,315)$2,331,091
Continued on next page.
EPR Properties Shareholders’ Equity
Common Shares · Preferred Shares · Additionalpaid-in capital · Treasuryshares · Accumulatedothercomprehensive income (loss) · Distributionsin excess ofnet income · Total
Shares · Par · Shares · Par
Continued from previous page.
Balance at June 30, 202584,209,167$84214,838,596$148$3,967,678$(295,258)$(4)$(1,342,315)$2,331,091
Issuance of nonvested shares and performance share units17,602————————
Share-based compensation expense————3,907———3,907
Share-based compensation included in retirement and severance expense————847———847
Foreign currency translation adjustment——————(5,459)—(5,459)
Change in unrealized gain on derivatives, net——————4,876—4,876
Net income———————66,58666,586
Issuances of common shares6,058———343———343
Share option exercises, net208———9(10)——(1)
Dividends to common shareholders ($0.885 per share)———————(67,376)(67,376)
Dividends to Series C preferred shareholders ($0.359375 per share)———————(1,938)(1,938)
Dividends to Series E preferred shareholders ($0.5625 per share)———————(1,938)(1,938)
Dividends to Series G preferred shareholders ($0.359375 per share)———————(2,156)(2,156)
Balance at September 30, 202584,233,035$84214,838,596$148$3,972,784$(295,268)$(587)$(1,349,137)$2,328,782
Continued on next page.
EPR Properties Shareholders’ Equity
Common Shares · Preferred Shares · Additionalpaid-in capital · Treasury shares · Accumulatedothercomprehensive income (loss) · Distributionsin excess ofnet income · Total
Shares · Par · Shares · Par
Continued from previous page.
Balance at December 31, 202584,239,580$84214,838,596$148$3,978,093$(295,290)$1,037$(1,355,659)$2,329,171
Issuance of nonvested shares and performance share units598,8016——7,336———7,342
Purchase of common shares for vesting—————(13,143)——(13,143)
Share-based compensation expense————4,099———4,099
Share-based compensation included in retirement and severance expense————1,041———1,041
Foreign currency translation adjustment——————(4,507)—(4,507)
Change in unrealized gain on derivatives, net——————4,079—4,079
Net income———————62,61062,610
Issuances of common shares5,776———326———326
Dividends to common shareholders ($0.90 per share)———————(68,816)(68,816)
Dividends to Series C preferred shareholders ($0.359375 per share)———————(1,938)(1,938)
Dividends to Series E preferred shareholders ($0.5625 per share)———————(1,938)(1,938)
Dividends to Series G preferred shareholders ($0.359375 per share)———————(2,156)(2,156)
Balance at March 31, 202684,844,157$84814,838,596$148$3,990,895$(308,433)$609$(1,367,897)$2,316,170
Restricted share units issued to Trustees40,7411——————1
Cancellations of nonvested shares————128(128)———
Share-based compensation expense————4,296———4,296
Foreign currency translation adjustment——————(5,552)—(5,552)
Change in unrealized gain on derivatives, net—————4,172—4,172
Net income———————67,16667,166
Issuances of common shares6,573———377———377
Dividends to captive REIT preferred shareholders———————(8)(8)
Dividends to common shareholders ($0.93 per share)———————(71,166)(71,166)
Dividends to Series C preferred shareholders ($0.359375 per share)———————(1,938)(1,938)
Dividends to Series E preferred shareholders ($0.5625 per share)———————(1,938)(1,938)
Dividends to Series G preferred shareholders ($0.359375 per share)———————(2,156)(2,156)
Balance at June 30, 202684,891,471$84914,838,596$148$3,995,696$(308,561)$(771)$(1,377,937)$2,309,424
Continued on next page.
EPR Properties Shareholders’ Equity
Common Shares · Preferred Shares · Additionalpaid-in capital · Treasury shares · Accumulatedothercomprehensive income (loss) · Distributionsin excess ofnet income · Total
Shares · Par · Shares · Par
Continued from previous page.
Balance at June 30, 202684,891,471$84914,838,596$148$3,995,696$(308,561)$(771)$(1,377,937)$2,309,424
Share-based compensation expense————4,929———4,929
Foreign currency translation adjustment——————339—339
Change in unrealized loss on derivatives, net——————(428)—(428)
Net income———————100,121100,121
Issuances of common shares4,376———262———262
Conversion of Series C Convertible Preferred shares to common shares58,7041(132,998)(1)—————
Dividends to common shareholders ($0.93 per share)———————(71,249)(71,249)
Dividends to Series C preferred shareholders ($0.359375 per share)———————(1,890)(1,890)
Dividends to Series E preferred shareholders ($0.5625 per share)———————(1,938)(1,938)
Dividends to Series G preferred shareholders ($0.359375 per share)———————(2,156)(2,156)
Balance at September 30, 202684,954,551$85014,705,598$147$4,000,887$(308,561)$(860)$(1,355,049)$2,337,414

Consolidated Statements of Cash Flows

Nine Months Ended September 30,
20262025
Operating activities:
Net income$229,897$208,032
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on real estate transactions(31,666)(34,236)
Deferred income tax expense (benefit)515(676)
Provision (benefit) for credit losses, net(4,623)9,462
Costs associated with loan refinancing or payoff605—
Equity in loss from joint ventures1,0611,394
Distributions from joint ventures711
Depreciation and amortization144,667125,578
Amortization of deferred financing costs8,4716,428
Amortization of above/below market leases and tenant allowances, net11(243)
Share-based compensation expense to management and Trustees13,32411,686
Share-based compensation expense included in retirement and severance expense1,041847
Change in assets and liabilities:
Operating lease assets and liabilities(1,380)(1,048)
Mortgage notes accrued interest receivable(1,866)(2,245)
Accounts receivable(9,361)(10,272)
Other assets(1,258)(3,559)
Accounts payable and accrued liabilities17,9649,528
Unearned rents and interest8,1102,486
Net cash provided by operating activities375,519323,173
Investing activities:
Acquisition of and investments in real estate and other assets(562,838)(23,914)
Proceeds from sale of real estate68,878125,697
Investment in unconsolidated joint ventures—(1,432)
Settlement of derivative(2,876)—
Investment in mortgage notes receivable(41,908)(48,073)
Proceeds from mortgage notes receivable paydowns14,7619,633
Proceeds from note receivable paydowns3,5131,259
Additions to properties under development(61,269)(69,676)
Net cash used by investing activities(581,739)(6,506)
Financing activities:
Proceeds from long-term debt facilities1,403,000484,000
Principal payments on debt(982,597)(580,000)
Deferred financing fees paid(14,639)(446)
Net proceeds from issuance of common shares664709
Impact of share option exercises, net—(1)
Purchase of common shares for treasury for vesting(13,143)(9,833)
Dividends paid to shareholders(227,750)(217,393)
Net cash provided (used) by financing activities165,535(322,964)
Effect of exchange rate changes on cash(686)290
Net change in cash and cash equivalents and restricted cash(41,371)(6,007)
Cash and cash equivalents and restricted cash at beginning of the period98,64835,699
Cash and cash equivalents and restricted cash at end of the period$57,277$29,692
Supplemental information continued on next page.

Consolidated Statements of Cash Flows

Continued from previous page
Nine Months Ended September 30,
20262025
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents at beginning of the period$90,577$22,062
Restricted cash at beginning of the period8,07113,637
Cash and cash equivalents and restricted cash at beginning of the period$98,648$35,699
Cash and cash equivalents at end of the period$52,354$13,710
Restricted cash at end of the period4,92315,982
Cash and cash equivalents and restricted cash at end of the period$57,277$29,692
Supplemental schedule of non-cash activity:
Transfer of property under development to real estate investments$55,538$98,956
Conversion of mortgage note receivable to real estate investment72,800—
Issuance of nonvested shares and restricted share units at fair value, including nonvested shares issued for payment of bonuses29,22129,719
Remeasurement of right-of-use asset from early ground lease termination—7,439
Remeasurement of lease liability from early ground lease termination—10,901
Operating lease right-of-use assets53,174—
Operating lease liabilities53,174—
Supplemental disclosure of cash flow information:
Cash paid during the period for interest$87,586$88,067
Cash paid during the period for income taxes3,0942,329
Interest cost capitalized7403,154
Change in accrued capital expenditures(7,342)(3,736)

Notes to Consolidated Financial Statements (Unaudited)

  1. Organization

Description of Business

EPR Properties (the Company) was formed on August 22, 1997 as a Maryland real estate investment trust (REIT), and an initial public offering of the Company's common shares of beneficial interest (common shares) was completed on November 18, 1997. Since that time, the Company has been a leading diversified experiential net lease REIT specializing in select enduring experiential properties. The Company's underwriting is centered on key industry and property cash flow criteria, as well as the credit metrics of the Company's tenants and customers. The Company’s properties are located in the United States (U.S.) and Canada.

  1. Summary of Significant Accounting Policies and Recently Issued Accounting Standards

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. In addition, operating results for the nine-month period ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. Amounts as of December 31, 2025 have been derived from the audited Consolidated Financial Statements as of that date and should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (SEC) on February 26, 2026.

The Company consolidates certain entities when it is deemed to be the primary beneficiary in a variable interest entity (VIE) in which it has a controlling financial interest in accordance with the consolidation guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The equity method of accounting is applied to joint ventures and other similar entities in which the Company is not the primary beneficiary as defined in the FASB ASC Topic on Consolidation (Topic 810) but can exercise influence over the entity with respect to its operations and major decisions.

The Company's variable interests in VIEs currently are in the form of equity investments and loans provided by the Company to a VIE. The Company examines specific criteria and uses its judgment when determining if the Company is the primary beneficiary of a VIE. The primary beneficiary generally is defined as the party with the controlling financial interest. Consideration of various factors includes, but is not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. As of September 30, 2026 and December 31, 2025, the Company does not have any investments in consolidated VIEs.

Deferred Financing Costs

Deferred financing costs are amortized over the terms of the related debt obligations, as applicable. Deferred financing costs, net, of$24.8 million and $25.2 million as of September 30, 2026 and December 31, 2025, respectively, are shown as a reduction of "Debt" in the accompanying consolidated balance sheets. The deferred financing costs, net related to the unsecured revolving credit facility of$13.7 million and $7.7 million as of September 30, 2026 and December 31, 2025, respectively, are included in "Other assets" in the accompanying consolidated balance sheets.

Rental Revenue

The Company leases real estate to its tenants under leases classified as operating leases. The Company's leases generally provide for rent escalations throughout the lease terms. Rents that are fixed are recognized on a straight- line basis over the lease term. Base rent escalations that include a variable component are recognized upon the occurrence of the specified event as defined in the Company's lease agreements. Many of the Company's leasing arrangements include options to extend the lease, which are not included in the minimum lease terms unless the option is reasonably certain to be exercised. Straight-line rental revenue is subject to an evaluation for collectability, and the Company records a direct write-off against rental revenue if collectability of these future rents is not probable. The Company recognized straight-line write-offsof $0.6 million and $0.1 million for the nine months ended September 30, 2026 and 2025, respectively. Straight-line rental revenue, net of write-offs, was $13.2 million and $12.1 million for the nine months ended September 30, 2026 and 2025, respectively.

Most of the Company’s lease contracts are triple-net leases, which require the tenants to make payments directly to third parties for lessor costs (such as property taxes and insurance) associated with the properties. In accordance with FASB ASC Topic 842, the Company does not include these lessee payments made to third parties in rental revenue or property operating expenses. In certain situations, the Company pays these lessor costs directly to third parties and the tenants reimburse the Company. In accordance with Topic 842, these payments are presented on a gross basis in rental revenue and property operating expense. During the nine months ended September 30, 2026 and 2025, the Company recognized$2.0 million and $1.3 million, respectively, in tenant reimbursements related to the gross-up of these reimbursed expenses that are included in rental revenue.

Certain of the Company's leases, particularly at its entertainment districts, require the tenants to make payments to the Company for property-related expenses such as common area maintenance. In accordance with Topic 842, the Company has elected to combine these non-lease components with the lease components in rental revenue. For the nine months ended September 30, 2026 and 2025, the amounts due for non-lease components included in rental revenue totaled $15.8 million and $14.3 million, respectively.

In addition, most of the Company's tenants are subject to additional rents (above base rents) if gross revenues of the properties exceed certain thresholds defined in the lease agreements (percentage rents). Percentage rents are recognized at the time when specified triggering events occur as provided by the lease agreement. Rental revenue included percentage rents of$16.7 million and $14.9 million for the nine months ended September 30, 2026 and 2025, respectively.

The Company regularly evaluates the collectability of its receivables on a lease-by-lease basis. The evaluation primarily consists of reviewing past due account balances and considering such factors as the credit quality, projected performance and historical trends of the tenant, as well as the current economic conditions and changes in customer payment terms. When the collectability of lease receivables and future lease payments is no longer probable, the Company records a direct write-off of the receivable to rental revenue and recognizes future rental revenue on a cash basis. In addition to the straight-line write-offs discussed above, during the nine months ended September 30, 2026, the Company wrote off other receivables totaling $0.7 million directly to rental revenue in the accompanying consolidated statements of income and comprehensive income upon the determination that collectability of these receivables and future lease payments from one tenant is no longer probable. There wereno other receivable write-offs recognized during the nine months ended September 30, 2025.

Mortgage Notes and Other Notes Receivable

Mortgage notes and other notes receivable, including related accrued interest receivable, consist of loans originated by the Company and the related accrued and unpaid interest income as of the balance sheet date. Mortgage notes and other notes receivable are initially recorded at the amount advanced to the borrower less an allowance for credit losses. Interest income is recognized using the effective interest method over the estimated life of the note. Interest income includes both the stated interest and the amortization or accretion of premiums or discounts (if any).

The Company made an accounting policy election to not measure an allowance for credit losses for accrued interest receivables related to its mortgage notes and notes receivable. Accordingly, if accrued interest receivable is deemed to be uncollectible, the Company will record any necessary write-offs as a reversal of interest income. There wereno accrued interest write-offs for thenine months ended September 30, 2026 and 2025. As of September 30, 2026, the Company believes that all outstanding accrued interest is collectible.

In the event the Company has a past due mortgage note or note receivable that the Company determines is collateral-dependent, the Company measures expected credit losses based on the fair value of the collateral with the credit allowance being the difference between the outstanding principal balance of the notes and the estimated fair value. As of September 30, 2026, the Company does not have any mortgage notes or notes receivable with past due principal balances. See Note 5 for further discussion of mortgage notes and notes receivable for which the Company elected to apply the collateral-dependent practical expedient.

Mortgage and Other Financing Income

Certain of the Company's borrowers are subject to additional interest based on certain thresholds defined in the mortgage agreements (participating interest). Participating interest income is recognized at the time when specific triggering events occur as provided by the mortgage agreement. Participating interest income for the nine months ended September 30, 2026 and 2025 was $0.4 million and $1.8 million, respectively.

Concentrations of Risk

Topgolf USA (Topgolf), American Multi-Cinema, Inc. (AMC) and Regal Cinemas (Regal), a subsidiary of Cineworld Group, represented a significant portion of the Company's total revenue for the nine months ended September 30, 2026 and 2025. The following is a summary of the Company's total revenue derived from rental or interest payments from Topgolf, AMC and Regal (dollars in thousands):

Nine Months Ended September 30,
20262025
Total Revenue% of Company's Total RevenueTotal Revenue% of Company's Total Revenue
Topgolf$77,31613.3%$75,59314.1%
AMC76,00413.1%72,24113.5%
Regal65,86111.3%64,08212.0%

Impact of Recently Issued Accounting Standards

In November 2024, the FASB issued Accounting Standards Update (ASU) No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires entities to provide enhanced disclosures related to certain income statement costs and expenses in the notes to the financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on the Company's financial statements and related disclosures.

  1. Real Estate Investments

The following table summarizes the carrying amounts of real estate investments as of September 30, 2026 and December 31, 2025 (in thousands):

September 30, 2026December 31, 2025
Buildings and improvements$5,302,712$4,832,134
Furniture, fixtures & equipment132,388122,351
Land1,326,5891,226,207
Leasehold interests29,82728,453
6,791,5166,209,145
Accumulated depreciation(1,830,912)(1,714,886)
Total$4,960,604$4,494,259

Depreciation expense on real estate investmentswas$141.0 million and $122.8 million for the nine months ended September 30, 2026 and 2025, respectively.

  1. Investments and Dispositions

The Company's investment spending during the nine months ended September 30, 2026 totaled $664.5 million and included the acquisition ofseven attraction properties from Six Flags Entertainment Corporation for a total of $304.4 million. Enchanted Parks (formerly Innovative Attraction Management) is operating thesix 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. Investment spending for the nine months ended September 30, 2026 also included $251.4 million for the acquisition oftwo eat & play properties, two additional attraction properties andfour fitness and wellness properties. In addition, investment spending for the nine months ended September 30, 2026 included $41.9 million of mortgage financing secured bytwo fitness and wellness properties andone experiential lodging property, as well as initial spending on a build-to-suit live performance venue. The remaining investment spending for the nine months ended September 30, 2026 related to other experiential build-to-suit development and redevelopment projects.

The aggregate investment spending for the nine months ended September 30, 2026 is as follows (in thousands):

Buildings and improvements$426,500
Furniture, fixtures & equipment9,096
Land77,573
Leasehold interests1,366
Real estate investments$514,535
Total intangible assets and liabilities, net (1)$41,299
Mortgage notes receivable41,908
Property under development66,787
Total investment spending$664,529

(1) Intangible assets and liabilities are included in "Other assets" and "Accounts payable and accrued liabilities," respectively, in the accompanying consolidated balance sheets. The weighted average amortization periods for intangible assets and intangible liabilities are 19.5 years and 15.8 years, respectively.

During the three and nine months ended September 30, 2026, the Company completed the sale ofone private school property for net proceeds of $68.2 million and recognized a gain on real estate transactions totaling $30.5 million. Disposition proceeds for the nine months ended September 30, 2026 totaled $85.4 million and included $16.5 million in repayments of mortgage notes and notes receivable.

  1. Investment in Mortgage Notes and Notes Receivable

The Company measures expected credit losses on its mortgage notes and notes receivable on an individual basis because its financial instruments do not have similar risk characteristics. The Company uses a forward-looking commercial real estate loss forecasting tool to estimate its current expected credit losses (CECL) for each of its mortgage notes and notes receivable on a loan-by-loan basis. As of September 30, 2026, the Company did not anticipate any prepayments. Therefore, the contractual terms of its mortgage notes and notes receivable were used for the calculation of the expected credit losses. The Company updates the CECL model inputs at each reporting period to reflect, if applicable, any newly originated loans, changes to specific loan information on existing loans and current macroeconomic conditions. The CECL allowance is a valuation account that is deducted from the related mortgage note or note receivable.

Certain of the Company’s mortgage notes and notes receivable include commitments to fund future incremental amounts to its borrowers. These future funding commitments are also subject to the CECL model. The CECL allowance related to future funding is recorded as a liability and is included in "Accounts payable and accrued liabilities" in the accompanying consolidated balance sheets.

Investment in mortgage notes, including related accrued interest receivable, was $639.6 million and $679.3 million at September 30, 2026 and December 31, 2025, respectively. Investment in notes receivable, including related accrued interest receivable, was $0.1 million and $2.7 million at September 30, 2026 and December 31, 2025, respectively, and is included in "Other assets" in the accompanying consolidated balance sheets.

During the nine months ended September 30, 2026, the Company exercised its 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, the Company recognized a gain on real estate transactions of approximately $1.0 million and a benefit for credit losses of approximately $1.3 million.

During the nine months ended September 30, 2026, the Company received $10.8 million in net proceeds representing payment in full on a mortgage note receivable that was secured by an eat & play property in Oregon. In connection with this loan payoff, the Company 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. This loan was previously considered collateral-dependent.

During the nine months ended September 30, 2026, the Company extended the maturity date of a mortgage note receivable secured by an attraction property in North Carolina and received a principal payment of $3.5 million in connection with the extension. Additionally, during the three and nine months ended September 30, 2026, the Company received $2.3 million in net proceeds representing payment in full on a note receivable.

At September 30, 2026, one of the Company's mortgage notes receivable is considered collateral-dependent and expected credit losses are based on the fair value of the underlying collateral with the credit allowance being the difference between the outstanding principal balance of the note and the estimated fair value at the reporting date. The Company assessed the fair value of the collateral as of September 30, 2026 and the mortgage note receivable is fully reserved with an allowance for credit loss totaling $6.4 million, which represents the outstanding principal balance of the note as of September 30, 2026. Income from this borrower is recognized on a cash basis. No cash interest payments were received during the nine months ended September 30, 2026 and 2025 from this borrower.

At September 30, 2026, one of the Company's notes receivable is considered collateral-dependent. The Company assessed the fair value of the collateral as of September 30, 2026 on the note receivable. The note receivable is fully reserved with an allowance for credit loss totaling $5.1 million, which represents the outstanding principal balance of the note as of September 30, 2026. At September 30, 2026, the Company's investment in this note receivable was a variable interest investment and the underlying entity is a VIE. The Company is not the primary beneficiary of this VIE because the Company does not individually have the power to direct the activities that are most significant to the entity and, accordingly, this investment is not consolidated. The Company's maximum exposure to loss associated with this VIE is limited to the Company's outstanding note receivable in the amount of $5.1 million, which is fully reserved in the allowance for credit losses at September 30, 2026. The Company's income received from this borrower is recognized on a cash basis. During the nine months ended September 30, 2026 and 2025, the Company received cash basis interest payments of $0.5 million and $0.6 million, respectively, from this borrower. During the nine months ended September 30, 2026 and 2025, the Company received principal payments totaling $0.9 million and $0.8 million, respectively, from this borrower.

The following summarizes the activity within the allowance for credit losses related to mortgage notes, unfunded commitments and notes receivable for the nine months ended September 30, 2026 (in thousands):

Mortgage notes receivableUnfunded commitments - mortgage notes receivableNotes receivableUnfunded commitments - notes receivableTotal
Allowance for credit losses at December 31, 2025$15,929$811$6,063$—$22,803
Provision (benefit) for credit losses, net(3,632)(51)(940)—(4,623)
Charge-offs—————
Recoveries—————
Allowance for credit losses at September 30, 2026$12,297$760$5,123$—$18,180
  1. Accounts Receivable

The following table summarizes the carrying amounts of accounts receivable as of September 30, 2026 and December 31, 2025 (in thousands):

September 30, 2026December 31, 2025
Receivable from tenants$4,309$7,361
Receivable from non-tenants1,6062,939
Straight-line rent receivable101,15187,555
Total$107,066$97,855
  1. Capital Markets and Dividends

During thethree and nine months ended September 30, 2026, the Company declared cash dividends totaling$0.930 and$2.760 per common share, respectively. Additionally, during the three and nine months ended September 30, 2026, the Company declared cash dividends of $0.359375 and $1.078125 per share, respectively, on each of the Company's 5.75% Series C cumulative convertible preferred shares and the Company's 5.75% Series G cumulative redeemable preferred shares, and cash dividends of $0.5625 and $1.6875 per share, respectively, on the Company's 9.00% Series E cumulative convertible preferred shares. During the three months ended September 30, 2026,132,998 of the Company's 5.75% Series C cumulative convertible preferred shares converted into 58,704 common shares.

At-the-Market Program ("ATM Program")

On December 5, 2025, the Company entered into an ATM Program, pursuant to which the Company may issue common shares having an aggregate sales price of up to $400.0 million on the open market or in privately negotiated transactions deemed to be “at-the-market” offerings under SEC rules, including through forward sale agreements. Transactions under the ATM Program, if any, will depend on a variety of factors to be determined by the Company, including market conditions, the trading price of the Company's common shares and the Company's capital needs. The Company intends to use any net proceeds from the sale of common shares pursuant to the ATM Program for general corporate purposes, including funding the Company's pipeline of acquisition and build-to-suit projects, working capital and the repayment of the Company's outstanding indebtedness. As of September 30, 2026, the Company had $262.5 million of capacity remaining under the ATM Program.

The use of forward sale agreements allows the Company to lock in a share price on the sale of shares at the time the forward sale agreement becomes effective, but defer receiving the proceeds from the sale of shares until a later date. If the Company enters into a forward sale agreement, it expects to physically settle each forward sale agreement with the forward purchaser on one or more dates specified by the Company prior to the maturity date of that particular forward sale agreement. The aggregate net cash proceeds at settlement will equal the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. The forward sales price will be equal to the volume-weighted average hedge price per share at which the borrowed common shares were sold by the forward seller, less a per share commission, subject to adjustment. However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case cash proceeds may or may not be received or cash may be owed to the forward purchaser. Until settlement of the forward sale agreements, earnings per share dilution resulting from the forward sale agreements will be determined under the treasury stock method. Share dilution occurs when the average market price of the Company's common shares is higher than the average forward sales price.

The Company did not issue any common shares under its ATM Program during the three and nine months ended September 30, 2026. The following table summarizes activity under the Company's ATM Program in connection with forward sale agreements for the three and nine months ended September 30, 2026 (dollars in thousands except share information):

Period Entered Into Forward Sale AgreementsTotal Forward Shares SoldTotal Forward Shares SettledTotal Forward Shares OutstandingVolume Weighted Average Hedge Share Price (1)Net Proceeds Received (2)Estimated Net Proceeds at September 30, 2026 (3)
Three Months Ended March 31, 2026797,422—797,422$59.52$—$46,048
Three Months Ended June 30, 2026392,462—392,46259.70—22,880
Three Months Ended September 30, 20261,095,951—1,095,95160.79—65,652
Total2,285,835—2,285,835$60.16$—$134,580

(1) Before payment of commissions and subject to a daily adjustment based on the overnight bank borrowing rate less a spread and reduced by expected dividend payments on the Company's common shares during the term of the applicable forward sale agreement.

(2) After payment of commissions.

(3) Represents estimated net proceeds from forward sale agreements that have not settled as if these agreements had been physically settled for cash as of the date presented. Settlement of these shares is subject to customary closing conditions, and actual net proceeds will be net of costs and certain adjustments calculated on the settlement date.

The Company did not initially receive any proceeds from the sale of forward shares under the ATM Program. The Company has the option to settle the outstanding common shares listed above prior to the maturity dates of the respective forward sale agreements beginning on March 1, 2027 through March 6, 2028, by physical delivery of the outstanding common shares in exchange for cash proceeds.

Amended Credit Agreement and Debt Repayment

On July 17, 2026, the Company 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 the Company’s existing $1.0 billion senior unsecured revolving credit facility.

The amendments to the revolving credit facility, among other things, (i) extended the maturity date from October 2, 2028 to July 17, 2030, withtwo six-month extension options, subject to the payment of additional fees and the satisfaction of customary conditions, (ii) generally reduced the interest rate payable on outstanding loans byfive basis points, (iii) modified 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.

The Amended Credit Agreement also established a new $600.0 million senior unsecured delayed draw term loan facility that was fully drawn by the Company as of September 30, 2026. The new term loan bears interest based on the Company’s credit ratings (SOFR plus 115 basis points at closing) and matures on January 17, 2032.

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 the Company’s election and subject to lender consent and customary conditions.

In connection with entering into the Amended Credit Agreement, the Company incurred $8.9 million and $5.3 million in fees related to the revolving credit facility and the new senior unsecured delayed draw term loan facility, respectively. These fees are included in "Other assets" for the revolving credit facility and "Debt" for the delayed draw term loan facility in the accompanying consolidated balance sheet and amortized as part of the effective yield. Additionally, the Company recorded a non-cash write-off of deferred financing costs (net of accumulated amortization) totaling $0.6 million to "Costs associated with loan refinancing or payoff" in the accompanying consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2026.

Upon maturity, on August 24, 2026, the Company repaid in full $179.6 million of Series B senior unsecured notes that were issued in a private placement transaction.

  1. Derivative Instruments

All derivatives are recognized at fair value in the consolidated balance sheets within the line items "Other assets" and "Accounts payable and accrued liabilities", as applicable. The Company has elected not to offset its derivative position for purposes of balance sheet presentation and disclosure. The Company had derivative assets of$4.6 million and $0.3 million at September 30, 2026 and December 31, 2025, respectively. The Company hadno derivative liabilities at September 30, 2026 and derivative liabilities of$6.9 million at December 31, 2025. See Note 9 for disclosures relating to the fair value of the derivative instruments.

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions, including the effect of changes in foreign currency exchange rates on foreign currency transactions and interest rates on its variable rate borrowings. The Company manages this risk by following established risk management policies and procedures including the use of derivatives. The Company’s objective in using derivatives is to add stability to reported earnings and to manage its exposure to foreign exchange and interest rate movements or other identified risks. To accomplish this objective, the Company primarily uses interest rate swaps, cross-currency swaps and foreign currency forwards.

Cash Flow Hedges of Interest Rate Risk

The Company uses interest rate swaps as its interest rate risk management strategy for certain variable rate debt. Interest rate swaps designated as cash flow hedges involve the receipt or payment of variable-rate amounts from a counterparty, which results in the Company recording net interest expense that is fixed over the life of the agreements without exchange of the underlying notional amount.

The change in the fair value of interest rate derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (AOCI) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings within the same income statement line item as the earnings effect of the hedged transaction.

The Company hadone interest rate swap agreement designated as a cash flow hedge of interest rate risk that expired on September 30, 2026. This interest rate swap limited the variable portion of the interest rate (SOFR) on a $25.0 million bond to 2.5325%. Upon its maturity, the Company did not renew, replace or enter into a new interest rate swap agreement to hedge the related variable-rate exposure. As a result, the $25.0 million variable-rate borrowing is no longer hedged and will bear interest at the prevailing variable rate.

Cash Flow Hedges of Foreign Exchange Risk

The Company is exposed to foreign currency exchange risk against its functional currency, USD, on CAD denominated cash flow from itsseven Canadian properties.

On August 17, 2026, the Company de-designated itseight CAD to USD cross-currency swaps in conjunction with entering into new net investment hedge agreements described below and terminated the previous cross-currency swap agreements. The Company received $0.1 million in connection with the settlement of the CAD to USD cross-currency swaps. As these agreements were terminated prior to their maturity, the remaining AOCI balance of approximately $0.1 million was frozen and will be amortized to other income through December 1, 2026, which is the original term of the de-designated swaps.

Net Investment Hedges of Foreign Exchange Risk

The Company is exposed to fluctuations in the USD-CAD exchange rate on its net investments in Canada. As such, the Company uses currency forward agreements and cross-currency swaps to manage its exposure to changes in foreign exchange rates on certain of its foreign net investments.

On August 17, 2026, the Company de-designated its CAD to USD forward contracts in conjunction with entering into new cross-currency swap agreements described below. The Company paid $3.0 million in connection with the settlement of the CAD to USD forward contracts. The corresponding change in value of the forward contracts for the period from inception through de-designation continues to be reported in AOCI until the net investment is sold or liquidated.

On August 17, 2026, the Company entered into five cross-currency swaps designated as net investment hedges. As of September 30, 2026, the terms of these cross-currency swaps were:

Fixed rateNotional Amount (in millions, CAD)Annual Cash Flows (in millions, CAD)CAD per USD exchange rate on monthly settlements (1)Maturity
$1.39 CAD per USD$240.0$19.21.19August 1, 2028
$1.39 CAD per USD120.09.61.21August 1, 2029
Total$360.0$28.8

(1) The cross-currency swaps have a monthly settlement feature. The net effect of the monthly settlement is an excluded component from the designated hedging relationship.

For qualifying foreign currency derivatives designated as net investment hedges, the change in the fair value of the derivatives is reported in AOCI as part of the cumulative translation adjustment. These amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated. Gains and losses on the derivative representing hedge components excluded from the designated hedging relationship are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with the Company's accounting policy election.

Fair Value Hedges of Foreign Exchange Risk

The Company has a CAD denominated mortgage note receivable secured by a fitness & wellness property in Winnipeg, Canada. The Company uses a cross-currency swap designated as a fair value hedge to mitigate foreign currency risk associated with fluctuations in the USD-CAD spot rate associated with the principal remeasurement of this mortgage note. The Company has a cross-currency swap with an interim and final notional exchange of $27.9 million CAD and $20.0 million USD at a spot rate of $1.39 CAD per USD to fund the principal amount of the mortgage note receivable and monthly exchanges as noted below.

As of September 30, 2026, the Company had the following cross-currency swap designated as a fair value hedge:

Interim settlement exchange rateNotional Amount (in millions, CAD)Annual Cash Flow (in millions, CAD)Maturity
$1.25 CAD per USD$27.9$2.2October 1, 2030

The change in fair value of the foreign currency derivative designated and qualifying as a fair value hedge of foreign exchange risk is recorded at fair value each period on the Company's consolidated balance sheets, with the difference resulting from the changes in the spot rate recognized in foreign currency gain (loss). The foreign currency gain (loss) is included in "Other income" or "Other expense," as applicable, on the Company's consolidated statements of income and comprehensive income, which will offset the earnings impact of the foreign currency changes in the underlying transaction being hedged. The initial value of the component excluded from the assessment of effectiveness is recorded in AOCI and reclassified into earnings over the life of the hedging instrument.

Below is a summary of the effect of derivative instruments on the consolidated statements of changes in equity and income for the three and nine months ended September 30, 2026 and 2025.

Effect of Derivative Instruments on the Consolidated Statements of Changes in Equity and Comprehensive Income for the Three and Nine Months Ended September 30, 2026 and 2025 (Dollars in thousands)

Three Months Ended September 30,Nine Months Ended September 30,
Description2026202520262025
Cash Flow Hedges
Interest Rate Swaps
Amount of (Loss) Gain Recognized in AOCI on Derivative$(3)$23$36$151
Amount of (Expense) Income Reclassified from AOCI into Earnings (1)(14)32(39)272
Cross-Currency Swaps
Amount of (Loss) Gain Recognized in AOCI on Derivative(143)540252(660)
Amount of Income Reclassified from AOCI into Earnings (2)11496298434
Net Investment Hedges
Cross-Currency Swaps
Amount of Gain Recognized in AOCI on Derivative4,930—4,930—
Amount of Income Recognized in Earnings (2) (3)427—427—
Currency Forward Agreements
Amount of (Loss) Gain Recognized in AOCI on Derivative(4,559)4,5043,682(4,258)
Fair Value Hedges
Cross-Currency Swaps
Amount of Loss Recognized in AOCI on Derivative (3)(77)(60)(260)(60)
Amount of Income Reclassified from AOCI into Earnings (2)—3—3
Amount of Gain (Loss) Recognized in Earnings (2)(3)49(2)131(2)
Total
Amount of Gain (Loss) Recognized in AOCI on Derivatives$148$5,007$8,640$(4,827)
Amount of Income Reclassified from AOCI into Earnings100131259709
Amount of Gain (Loss) Recognized in Earnings476(2)558(2)
Interest expense, net in accompanying consolidated statements of income and comprehensive income$40,310$33,238$113,348$99,505
Other income in accompanying consolidated statements of income and comprehensive income$14,230$12,135$36,064$35,989

(1) Included in "Interest expense, net" in the accompanying consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2026 and 2025.

(2) Included in "Other income" in the accompanying consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2026 and 2025.

(3) Amounts excluded from the designated hedging relationship.

Credit-risk-related Contingent Features

As of September 30, 2026, the Company hadno derivatives in a liability position, had not posted any collateral related to derivative agreements and was not in breach of any provisions in these agreements.

  1. Fair Value Disclosures

The Company has certain financial instruments that are required to be measured under the FASB’s Fair Value Measurement guidance. The Company currently does not have any non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.

Derivative Financial Instruments

While the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives also use Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. As of September 30, 2026, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives and therefore, classified its derivatives as Level 2 within the fair value reporting hierarchy.

Recurring fair value measurements

The table below presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025, aggregated by the level in the fair value hierarchy within which those measurements are classified and by derivative type.

Assets and Liabilities Measured at Fair Value on a Recurring Basis at

September 30, 2026 and December 31, 2025

DescriptionQuoted Prices in Active Markets for Identical Assets (Level 1)Significant OtherObservableInputs (Level 2)SignificantUnobservableInputs (Level 3)Balance atend of period
Cross-Currency Swaps (1)$—$4,553$—$4,553
Cross-Currency Swaps (1)$—$101$—$101
Cross-Currency Swaps (2)—(252)—(252)
Currency Forward Agreements (2)—(6,677)—(6,677)
Interest Rate Swap Agreements (1)—194—194

(1) Included in "Other assets" in the accompanying consolidated balance sheets.

(2) Included in "Accounts payable and accrued liabilities" in the accompanying consolidated balance sheets.

Non-recurring fair value measurements

The table below presents the Company's assets measured at fair value on a non-recurring basis as of September 30, 2026 and December 31, 2025, aggregated by the level in the fair value hierarchy within which those measurements are classified.

Assets Measured at Fair Value on a Non-Recurring Basis at September 30, 2026 and December 31, 2025

DescriptionQuoted Prices inActive Marketsfor IdenticalAssets (Level 1)SignificantOtherObservableInputs (Level 2)SignificantUnobservableInputs (Level 3)Balance atend of period
2026:
Real estate investments, net (1)$—$—$72,800$72,800
2025:
Mortgage notes and related accrued interest receivable (2)$—$—$—$—

(1) As further discussed in Note 5, during the nine months ended September 30, 2026, the Company exercised its 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. Management estimated the fair value of this property using an independent appraisal, which used a discounted cash flow model. The significant inputs and assumptions used in the real estate appraisal included a discount rate of 8.00% and a terminal capitalization rate of 7.25%. Estimating future cash flows is highly subjective and estimates can differ materially from actual results. These measurements were classified within Level 3 of the fair value hierarchy because many of the assumptions were not observable.

(2) During the year ended December 31, 2025, the Company recorded an allowance for credit loss totaling $6.4 million related toone mortgage note receivable to fully reserve the outstanding principal balance as a result of changes in the borrower's financial status. Management valued the mortgage note receivable based on the fair value of the underlying collateral, which was determined taking into account various factors including implied asset value changes based on current market conditions and review of the financial statements of the borrower and was classified within Level 3 of the fair value hierarchy.

Fair Value of Financial Instruments

The following methods and assumptions were used by the Company to estimate the fair value of each class of financial instruments at September 30, 2026 and December 31, 2025:

Mortgage notes receivable and related accrued interest receivable, net:

The fair value of the Company’s mortgage notes and related accrued interest receivable, net, is estimated by discounting the future cash flows of each instrument using current market rates. At September 30, 2026, the Company had a carrying value of $639.6 million in fixed-rate mortgage notes receivable outstanding, including related accrued interest and allowance for credit losses, with a weighted average interest rate of approximately 9.12%. The fixed-rate mortgage notes bear interest at rates of 7.15% to 12.88%. Discounting the future cash flows for fixed-rate mortgage notes receivable using estimated market rates of 7.00% to 11.50%, management estimates the fair value of the fixed-rate mortgage notes receivable to be approximately $687.4 million with an estimated weighted average market rate of 7.98% at September 30, 2026.

At December 31, 2025, the Company had a carrying value of $679.3 million in fixed-rate mortgage notes receivable outstanding, including related accrued interest and allowance for credit losses, with a weighted average interest rate of approximately 8.97%. The fixed-rate mortgage notes bear interest at rates of 7.15% to 12.69%. Discounting the future cash flows for fixed-rate mortgage notes receivable using estimated market rates of 7.00% to 10.50%, management estimates the fair value of the fixed-rate mortgage notes receivable to be $728.0 million with an estimated weighted average market rate of 7.91% at December 31, 2025.

Derivative instruments:

Derivative instruments are carried at their fair value.

Debt instruments:

The fair value of the Company's debt is estimated by discounting the future cash flows of each instrument using current market rates. At September 30, 2026 and December 31, 2025, the Company had a carrying value of $625.0 million and $25.0 million in variable-rate debt outstanding, respectively, with interest rates of approximately 4.98% and 3.95%, respectively. The carrying value of the variable-rate debt outstanding approximated the fair value at September 30, 2026 and December 31, 2025.

At December 31, 2025, $25.0 million of variable-rate debt outstanding, discussed above, had been effectively converted to a fixed rate by an interest rate swap agreement. See Note 8 for additional information related to the Company's interest rate swap agreement.

At September 30, 2026, the Company had a carrying value of $2.75 billion in fixed-rate long-term debt outstanding with a weighted average interest rate of approximately 4.39%. Discounting the future cash flows for fixed-rate debt using September 30, 2026 market rates of 5.33% to 6.30%, management estimates the fair value of the fixed rate debt to be approximately $2.60 billion with an estimated weighted average market rate of 5.84% at September 30, 2026.

At December 31, 2025, the Company had a carrying value of $2.93 billion in fixed-rate long-term debt outstanding with a weighted average interest rate of approximately 4.40%. Discounting the future cash flows for fixed-rate debt using December 31, 2025 market rates of 3.54% to 5.12%, management estimates the fair value of the fixed rate debt to be approximately $2.85 billion with an estimated weighted average market rate of 4.61% at December 31, 2025.

  1. Earnings Per Share

The following table summarizes the Company’s computation of basic and diluted earnings per share (EPS) for the three and nine months ended September 30, 2026 and 2025 (amounts in thousands except per share information):

Three Months Ended September 30, 2026 · Nine Months Ended September 30, 2026
Income(numerator) · Shares(denominator) · Per ShareAmount · Income(numerator) · Shares(denominator) · Per ShareAmount
Basic EPS:
Net income$100,121$229,897
Less: preferred dividend requirements(5,984)(18,056)
Net income available to common shareholders$94,13776,597$1.23$211,84176,482$2.77
Diluted EPS:
Net income available to common shareholders$94,13776,597$211,84176,482
Effect of dilutive securities:
Share options, performance share units and ATM forward equity offerings—642—551
Net income available to common shareholders$94,13777,239$1.22$211,84177,033$2.75
Three Months Ended September 30, 2025 · Nine Months Ended September 30, 2025
Income(numerator) · Shares(denominator) · Per ShareAmount · Income(numerator) · Shares(denominator) · Per ShareAmount
Basic EPS:
Net income$66,586$208,032
Less: preferred dividend requirements(6,032)(18,104)
Net income available to common shareholders$60,55476,127$0.80$189,92876,006$2.50
Diluted EPS:
Net income available to common shareholders$60,55476,127$189,92876,006
Effect of dilutive securities:
Share options and performance share units—541—490
Net income available to common shareholders$60,55476,668$0.79$189,92876,496$2.48

The effect of the potential common shares from the conversion of the Company’s convertible preferred shares and from the exercise of share options is included in diluted earnings per share if the effect is dilutive. Potential common shares from the performance share units are included in diluted earnings per share upon the satisfaction of certain performance and market conditions. These conditions are evaluated at each reporting period and, if the conditions have been satisfied during the reporting period, the number of contingently issuable shares is included in the computation of diluted earnings per share.

The following shares have been excluded from the calculation of diluted earnings per share because they are anti-dilutive, or in the case of contingently issuable performance share units, are not probable of issuance:

The additional 2.3 million common shares that would result from the conversion of the Company’s 5.75% Series C cumulative convertible preferred shares and the corresponding add-back of the preferred dividends declared on those shares for both the three and nine months ended September 30, 2026 and 2025.

The additional 1.7 million common shares that would result from the conversion of the Company’s 9.00% Series E cumulative convertible preferred shares and the corresponding add-back of the preferred dividends declared on those shares for both the three and nine months ended September 30, 2026 and 2025.

Outstanding options to purchase 7 thousand common shares at per share prices ranging from $69.19 to $76.63 for the three and nine months ended September 30, 2026.

Outstanding options to purchase 11 thousand common shares at per share prices ranging from $56.94 to $76.63 for both the three and nine months ended September 30, 2025.

The effect of 2,242,802 and 2,285,835 common shares related to forward sale agreements under the Company's ATM Program that have not settled for the three and nine months ended September 30, 2026, respectively.

  1. Retirement of Executive Vice President and Chief Investment Officer

On March 2, 2026, the Company's Executive Vice President and Chief Investment Officer, Greg Zimmerman, retired from his position at the Company. The role of Executive Vice President and Chief Investment Officer has been assumed by Ben Fox, who joined the Company in August of 2025. During the nine months ended September 30, 2026, the Company 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.

  1. Equity Incentive Plans

The Company issues equity awards under the 2016 Equity Incentive Plan, which may be in the form of restricted common shares, restricted share units, performance share units or other share-based awards. Under the 2016 Equity Incentive Plan, an aggregate of 5,950,000 common shares may be granted. At September 30, 2026, there were 1,650,862 shares available for issuance under the 2016 Equity Incentive Plan.

Nonvested Shares

A summary of the Company’s nonvested share activity and related information is as follows:

Number of sharesWeighted avg. grant date fair valueWeighted avg. life remaining
Outstanding at December 31, 2025648,878$46.05
Granted336,42254.68
Vested(331,954)45.24
Forfeited(3,008)42.52
Outstanding at September 30, 2026650,338$50.951.11

The holders of nonvested shares have voting rights and receive dividends from the date of grant. The fair value of the nonvested shares that vested was$16.9 million and$11.8 million for the nine months ended September 30, 2026 and 2025, respectively. Expense recognized related to nonvested shares and included in "General and administrative expense" in the accompanying consolidated statements of income and comprehensive income was$6.3 million and $5.8 million for the nine months ended September 30, 2026 and 2025, respectively. Expense related to nonvested shares and included in retirement and severance expense in the accompanying consolidated statements of income and comprehensive income was $0.4 million for both thenine months ended September 30, 2026 and 2025. At September 30, 2026, unamortized share-based compensation expense related to nonvested shares was$15.2 million.

Nonvested Performance Share Units

A summary of the Company's nonvested performance share unit activity and related information is as follows:

Target Number of Performance Share UnitsWeighted avg. grant date fair value (1)Weighted avg. life remaining
Outstanding at December 31, 2025341,692$57.97
Granted119,45956.19
Vested (2)(111,593)63.08
Outstanding at September 30, 2026349,558$55.731.25

(1) The grant date fair value was determined utilizing (i) a Monte Carlo simulation model to generate an estimate of the Company's future share price over the three-year performance period for performance share units based on the Company's Total Shareholder Return (TSR) performance further described below and (ii) the Company's grant date fair value for performance share units based on the Company's estimated Compound Annual Growth Rate (CAGR) in AFFO per share over the three-year performance period.

(2) The achievement of the performance conditions for the performance share units granted during the year ended December 31, 2023 resulted in a performance payout percentage of 250% for both the Company's TSR relative to the TSRs of the Company's peer group companies and the Company's TSR relative to the TSRs of companies in the MSCI US REIT Index. The Company's CAGR in AFFO per share performance condition over the three-year performance period was not achieved and resulted inno pay out. The achievement of the performance conditions and the above payout percentages resulted in the issuance of 209,238 common shares and 53,141 common shares from dividend equivalents. The fair value of the performance share units and dividend equivalents that vested was $15.2 million.

The number of common shares issuable upon settlement of the performance share units granted during the nine months ended September 30, 2026, 2025 and 2024 will be based upon the Company's achievement level relative to performance measures at December 31, 2028, 2027 and 2026, respectively. The performance share units accrue dividend equivalents that are paid as additional common shares based on the Company's achievement levels and upon settlement of the performance share units. The Company's achievement level relative to the performance measures is assigned a specific payout percentage for each of these years, which is multiplied by a target number of performance share units.

TSR vs. Triple-Net Peer GroupTSR vs. MSCI US REIT IndexCAGR in AFFO per share growth
52.2%26.1%21.7%

The performance share units based on relative TSR performance have market conditions and are valued using a Monte Carlo simulation model on the grant date, which resulted in a grant date fair value of approximately $5.4 million and $6.3 million for the nine months ended September 30, 2026 and 2025, respectively. The estimated fair value is amortized to expense over the three-year performance periods, which end on December 31, 2028, 2027 and 2026 for performance share units granted in 2026, 2025 and 2024, respectively. The following assumptions were used in the Monte Carlo simulation for computing the grant date fair value of the performance share units with a market condition for the nine months ended September 30, 2026: risk-free interest rate of 3.6%, volatility factors in the expected market price of the Company's common shares of 22% and an expected life of approximately three years.

The performance share units based on growth in AFFO per share have a performance condition. The probability of achieving the performance condition is assessed at each reporting period. If it is deemed probable that the performance condition will be met, compensation cost will be recognized based on the closing price per share of the Company's common shares on the date of the grant multiplied by the number of awards expected to be earned. If it is deemed that it is not probable that the performance condition will be met, the Company will discontinue the recognition of compensation cost and any compensation cost previously recorded will be reversed. At September 30, 2026, achievement of the performance condition was deemed probable for the performance share units granted during the nine months ended September 30, 2026, 2025 and 2024 with an expected payout percentage of 165%,200% and 51.4%, respectively, which resulted in grant date fair values of approximately $2.2 million, $2.5 million and $0.5 million, respectively.

Expense recognized related to performance share units and included in "General and administrative expense" in the accompanying consolidated statements of income and comprehensive income was $5.3 million and $4.2 million for the nine months ended September 30, 2026 and 2025, respectively. Expense related to performance share units and included in retirement and severance expense in the accompanying consolidated statements of income and comprehensive income was $0.6 million and $0.4 million for the nine months ended September 30, 2026 and 2025, respectively. At September 30, 2026, unamortized share-based compensation expense related to nonvested performance share units was $8.9 million.

Restricted Share Units

A summary of the Company’s restricted share unit activity and related information is as follows:

Number of sharesWeighted avg. grant date fair valueWeighted avg. life remaining
Outstanding at December 31, 202542,071$56.01
Granted40,74156.20
Vested(42,071)56.01
Outstanding at September 30, 202640,741$56.200.67

The holders of restricted share units receive dividend equivalents from the date of grant. Total expense recognized related to shares issued to non-employee Trustees and included in "General and administrative expense" in the accompanying consolidated statements of income and comprehensive income was $1.7 million for both the nine months ended September 30, 2026 and 2025. At September 30, 2026, unamortized share-based compensation expense related to restricted share units was$1.5 million.

  1. Operating Leases

The Company’s real estate investments are leased under operating leases. In addition to its lessor arrangements on its real estate investments, as of September 30, 2026 and December 31, 2025, the Company was a lessee in 54 and 50 operating ground leases, respectively, and lessee in an operating lease of its executive office. The Company's tenants, who are generally subtenants under these ground leases, are responsible for paying the rent under these ground leases. As of September 30, 2026, rental revenue fromone of the Company's tenants, who is also a subtenant under certain ground leases, is being recognized on a cash basis. In addition, two of the Company's ground leases do not currently have subtenants. In the event a tenant fails to pay the ground lease rent or if the property does not have a subtenant, the Company is primarily responsible for the payment, assuming the Company does not sell or re-tenant the property.

The following table summarizes rental revenue, including sublease arrangements and lease costs, for the three and nine months ended September 30, 2026 and 2025 (in thousands):

Three Months Ended September 30, · Nine Months Ended September 30,
Classification2026202520262025
Lease revenue
Operating leasesRental revenue$167,674$148,125$477,841$431,672
Sublease income - operating ground leasesRental revenue7,6166,71321,66719,876
Lease costs
Operating ground lease costProperty operating expense$7,523$6,765$21,382$20,141
Operating office lease costGeneral and administrative expense267224715672
  1. Segment Information

The Company groups its investments intotwo reportable operating segments: Experiential and Education. The Company’s segment structure reflects the financial information and reports used by the Company’s management team, specifically its chief operating decision maker (CODM), to make decisions regarding the Company’s business, including resource allocation and performance assessments. The Company’s CODM is its Chairman, President and Chief Executive Officer. The CODM uses Total Assets and Net Operating Income (NOI) before unallocated items by segment to assess and allocate resources. NOI is calculated as total revenue (consisting of rental revenue, other income and mortgage and other financing income) less property operating expense and other expense.

The financial information summarized below is presented by reportable operating segment (in thousands):

Balance Sheet Data:
As of September 30, 2026
ExperientialEducationCorporate/UnallocatedConsolidated
Total Assets$5,801,369$316,275$61,734$6,179,378
As of December 31, 2025
ExperientialEducationCorporate/UnallocatedConsolidated
Total Assets$5,241,639$363,430$94,693$5,699,762
Operating Data:
Three Months Ended September 30, 2026
Experiential · Education · Corporate/Unallocated · Consolidated
Rental revenue$166,731$8,559$—$175,290
Other income13,839—39114,230
Mortgage and other financing income14,5784—14,582
Total revenue195,1488,563391204,102
Property operating expense15,423—27915,702
Other expense12,690——12,690
Total investment expenses28,113—27928,392
Net operating income - before unallocated items167,0358,563112175,710
Reconciliation to Consolidated Statements of Income and Comprehensive Income:
General and administrative expense(14,809)
Transaction costs(187)
(Provision) benefit for credit losses, net(836)
Depreciation and amortization(51,080)
Gain on real estate transactions30,457
Costs associated with loan refinancing or payoff(605)
Interest expense, net(40,310)
Equity in income from joint ventures2,555
Income tax expense(774)
Net income100,121
Preferred dividend requirements(5,984)
Net income available to common shareholders of EPR Properties$94,137
Three Months Ended September 30, 2025
Experiential · Education · Corporate/Unallocated · Consolidated
Rental revenue$146,129$8,709$—$154,838
Other income12,072—6312,135
Mortgage and other financing income15,3267—15,333
Total revenue173,5278,71663182,306
Property operating expense14,275(12)21514,478
Other expense11,173——11,173
Total investment expenses25,448(12)21525,651
Net operating income - before unallocated items148,0798,728(152)156,655
Reconciliation to Consolidated Statements of Income and Comprehensive Income:
General and administrative expense(14,001)
Retirement and severance expense(1,094)
Transaction costs(492)
(Provision) benefit for credit losses, net(9,117)
Depreciation and amortization(42,409)
Gain on real estate transactions8,073
Interest expense, net(33,238)
Equity in income from joint ventures2,934
Income tax expense(725)
Net income66,586
Preferred dividend requirements(6,032)
Net income available to common shareholders of EPR Properties$60,554
Nine Months Ended September 30, 2026
Experiential · Education · Corporate/Unallocated · Consolidated
Rental revenue$473,924$25,584$—$499,508
Other income35,503—56136,064
Mortgage and other financing income45,84813—45,861
Total revenue555,27525,597561581,433
Property operating expense45,647576946,421
Other expense34,743——34,743
Total investment expenses80,390576981,164
Net operating income - before unallocated items474,88525,592(208)500,269
Reconciliation to Consolidated Statements of Income and Comprehensive Income:
General and administrative expense(43,027)
Retirement and severance expense(1,423)
Transaction costs(525)
(Provision) benefit for credit losses, net4,623
Depreciation and amortization(144,667)
Gain on real estate transactions31,666
Costs associated with loan refinancing or payoff(605)
Interest expense, net(113,348)
Equity in loss from joint ventures(1,061)
Income tax expense(2,005)
Net income229,897
Preferred dividend requirements(18,056)
Net income available to common shareholders of EPR Properties$211,841
Nine Months Ended September 30, 2025
Experiential · Education · Corporate/Unallocated · Consolidated
Rental revenue$423,621$27,927$—$451,548
Other income35,704—28535,989
Mortgage and other financing income47,586284—47,870
Total revenue506,91128,211285535,407
Property operating expense43,6311666344,310
Other expense35,743——35,743
Total investment expenses79,3741666380,053
Net operating income - before unallocated items427,53728,195(378)455,354
Reconciliation to Consolidated Statements of Income and Comprehensive Income:
General and administrative expense(41,255)
Retirement and severance expense(1,094)
Transaction costs(1,728)
(Provision) benefit for credit losses, net(9,462)
Depreciation and amortization(125,578)
Gain on real estate transactions34,236
Interest expense, net(99,505)
Equity in loss from joint ventures(1,394)
Income tax expense(1,542)
Net income208,032
Preferred dividend requirements(18,104)
Net income available to common shareholders of EPR Properties$189,928
  1. Other Commitments and Contingencies

As of September 30, 2026, the Company had 25 development projects with commitments to fund an aggregate of approximately $61.1 million. The Company advances development costs in periodic draws. If the Company determines that construction is not being completed or progressing in accordance with the terms of the development agreement, it can discontinue funding construction draws. The Company has agreed to lease the properties to the operators at pre-determined rates upon completion of construction.

The Company has certain commitments related to its mortgage notes investments that it may be required to fund in the future. The Company is generally obligated to fund these commitments at the request of the borrower or upon the occurrence of specified events outside of its direct control. As of September 30, 2026, the Company hadfour mortgage notes with commitments totaling approximately $134.4 million. If commitments are funded in the future, the Company will charge interest at rates consistent with the existing investments.

ContentsView on SEC.gov

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