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EPR PROPERTIES

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

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About this filing

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

Sep 30, 2026 · Filed Oct 29, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-07-30.

0001045450-26-000042

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

Current report: 10-Q

Period ended 2026-09-30; filed 2026-10-29.

0001045450-26-000051

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

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

Compared 121 previous paragraphs and 124 current paragraphs.

56 unchanged; 51 reworded; 15 added; 13 removed; 1 previous and 2 current paragraphs rearranged.

Tables are not compared: 11 previous and 12 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 (15)

Current report

•The recognition of higher general and administrative expense for the three and nine months ended September 30, 2026 versus the three and nine months ended September 30, 2025;

Current report

•The change in the provision (benefit) for credit losses, net for the three and nine months ended September 30, 2026 versus the three and nine months ended September 30, 2025;

Current report

During the nine months ended September 30, 2026, disposition proceeds totaled $85.4 million and included the sale of one private school property for net proceeds of $68.2 million, for which we recognized a gain of $30.5 million.

Current report

During the three and nine months ended September 30, 2026, we 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, we received $2.3 million in net proceeds representing payment in full on a note receivable.

Current report

Three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025

Current report

(2) The increase in percentage rent (i.e., amounts above base rent) for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was due primarily to higher percentage rent recognized from our attraction and theatre properties. The increase in percentage rent for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was due to higher percentage rent recognized from our attraction and theatre properties and was partially offset by lower percentage rent recognized from one of our education tenants and one of our ski properties.

Current report

At September 30, 2026, we had no outstanding balance under our $1.0 billion senior unsecured revolving credit facility and $600.0 million fully drawn under our senior unsecured delayed draw term loan facility.

Current report

In connection with entering into the Amended Credit Agreement, we 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, we 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.
Removed paragraphs (13)

Previous report

•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 report

•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 report

Three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025

Previous report

(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 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.

Previous report

(1) Includes maintenance capital expenditures and certain second-generation tenant improvements and leasing commissions.
Reworded paragraphs (51)

Previous 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.

Current wording

As of September 30, 2026, our total assets were approximately $6.2 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 $7.6 billion as of September 30, 2026. See "Non-GAAP Financial Measures" for the reconciliation of "Total assets" in the consolidated balance sheet to total investments at September 30, 2026 and December 31, 2025. We group our investments into two reportable segments, Experiential and Education. As of September 30, 2026, our Experiential investments comprised $7.2 billion, or 95%, and our Education investments comprised $0.4 billion, or 5%, of our total investments.

Previous wording

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

Current wording

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

Previous 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.

Current wording

As of September 30, 2026, our wholly-owned Experiential real estate portfolio consisted of approximately 19.7 million square feet, was 99% leased or operated and included $52.1 million in property under development and $20.2 million in undeveloped land inventory.

Previous wording

As of June 30, 2026, our wholly-owned Education real estate portfolio consisted of approximately 1.1 million square feet and was 100% leased.

Current wording

As of September 30, 2026, our Education portfolio consisted of 54 properties (owned or financed) and our wholly-owned Education properties consisted of approximately 1.0 million square feet and were 100% leased.

Previous wording

The combined wholly-owned portfolio consisted of 20.6 million square feet and was 99% leased or operated.

Current wording

The combined wholly-owned portfolio consisted of 20.7 million square feet and was 99% leased or operated.

Current wording

Challenging Economic, Geopolitical and International Trade Environment

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. 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.

Current wording

REITs are generally experiencing heightened risks and uncertainties resulting from current challenging economic conditions, including significant volatility and negative pressure in financial and capital markets, higher cost of capital, lasting impacts of high inflation and other risks and uncertainties associated with the current economic environment. Additionally, 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 further weaken economic conditions, contribute to inflation, increase borrowing costs and decrease consumer spending. 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 and six months ended June 30, 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 nine months ended September 30, 2026 and 2025 (in millions, except per share information):

Previous 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:

Current wording

The major factors impacting our results for the three and nine months ended September 30, 2026, as compared to the three and nine months ended September 30, 2025 were as follows:

Previous wording

•The recognition of lower other income and other expense primarily related to having fewer operating properties for the three and six months ended June 30, 2026 versus the three and six months ended June 30, 2025;

Current wording

•The recognition of higher other income and other expense primarily related to better performance at our four theatre properties that we operate for the three months ended September 30, 2026 versus the three months ended September 30, 2025;

Previous 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

Current wording

•The recognition of higher gain on real estate transactions for the three months ended September 30, 2026 versus the three months ended September 30, 2025 and lower gain on real estate transactions for the nine months ended September 30, 2026 versus the nine months ended September 30, 2025; and

Previous wording

•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 wording

•The increase in interest expense, net for the three and nine months ended September 30, 2026 versus the three and nine months ended September 30, 2025.

Previous wording

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statements, management has made its best estimates and assumptions that affect the reported assets and liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of real estate, accounting for real estate acquisitions, assessing the collectability of receivables and the credit loss related to mortgage and other notes receivable. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. A summary of critical accounting policies and estimates is included in our 2025 Annual Report. For the six months ended June 30, 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 nine months ended September 30, 2026, there were no changes to critical accounting policies.

Previous 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):

Current wording

Our investment spending during the nine months ended September 30, 2026 and 2025 totaled $664.5 million and $140.8 million, respectively, and is detailed below (in thousands):

Previous 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.

Current wording

The above amounts include $0.7 million and $3.2 million in capitalized interest and $129 thousand and $245 thousand in other general and administrative direct project costs for the nine months ended September 30, 2026 and 2025, respectively. Excluded from the table above is approximately $1.7 million and $3.7 million of maintenance capital expenditures for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

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 wording

During the nine months ended September 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.

Previous 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.

Current wording

During the nine months ended September 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

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 wording

During the nine months ended September 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.

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 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.

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 thenine months ended September 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 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.

Current wording

During the nine months ended September 30, 2026, we entered into forward sale agreements pursuant to our "at-the-market" offering program ("ATM Program") to sell an aggregate of 2,285,835 common shares for initial gross proceeds of $137.5 million, or an average forward price of $60.16 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 sale agreements beginning on March 1, 2027 through March 6, 2028, subject to customary closing conditions. As of September 30, 2026, we have $262.5 million of remaining capacity under our ATM Program and expected net proceeds of unsettled forward sale agreements totaling $134.6 million.

Previous wording

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 wording

On July 17, 2026, we entered into a new amended and restated $1.6 billion credit agreement that, among other things, extended the maturity date and reduced the interest rate payable on our $1.0 billion senior unsecured revolving credit facility and established a new $600.0 million senior unsecured delayed draw term loan facility due in 2032. See "Liquidity and Capital Resources" below for additional information.

Previous wording

At June 30, 2026, we had outstanding $179.6 million of Series B senior unsecured notes that were issued in a private placement transaction and are due on August 22, 2026. At June 30, 2026, the interest rate for these Series B private placement notes was 4.56%.

Current wording

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

Previous 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.

Current wording

(1) For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, the increase in minimum rent resulted from an increase of $16.5 million related to property acquisitions and developments completed in 2026 and 2025. In addition, there was a net increase in minimum rent of $0.4 million related to existing properties. This was partially offset by a decrease in rental revenue of $0.3 million from property dispositions and $0.7 million from the write-offs of lease receivables related to one tenant as collection was no longer probable.

Previous wording

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.

Current wording

For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, the increase in minimum rent resulted from an increase of $38.0 million related to property acquisitions and developments completed in 2026 and 2025. In addition, there was a net increase in minimum rent of $7.6 million related to existing properties. This was partially offset by a decrease in rental revenue of $2.1 million from property dispositions and $0.7 million from write-offs of lease receivables related to one tenant as collection was no longer probable.

Previous 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.

Current wording

During the nine months ended September 30, 2026, we renewed five lease agreements related to four properties, consisting of a ski property, two attraction properties and an eat & play property. There were no changes in rental rates, and we paid no leasing commissions with respect to these lease renewals.

Previous 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.

Current wording

(3) The increase in other income for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 related primarily to an increase in operating income from our four theatre properties that we operate.

Previous 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.

Current wording

(1) The increase in other expense for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 related primarily to an increase in operating expenses from our four theatre properties that we operate.

Previous 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.

Current wording

(2) The change in provision (benefit) for credit losses, net for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily due to credit loss expense of $6.4 million recognized during the three months ended September 30, 2025 to fully reserve one mortgage note receivable, credit loss expense recognized on new mortgage notes funded in 2025 compared to 2026 as well as 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 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.

Current wording

(3) The increase in depreciation and amortization for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 resulted primarily 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 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.

Current wording

(4) The gain on real estate transactions for the three months ended September 30, 2026 related to the sale of an education property. The gain on real estate transactions for the three months ended September 30, 2025 related to the sale of one vacant theatre property and one land parcel.

Previous 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.

Current wording

(5) The increase in interest expense, net for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 resulted from a decrease in capitalized interest, an increase in average borrowings and an increase in the weighted average interest rate on our outstanding debt. This was partially offset by an increase in interest income recognized on short-term investments.

Previous 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.

Current wording

Cash and cash equivalents were $52.4 million at September 30, 2026. In addition, we had restricted cash of $4.9 million at September 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 Agreement

Previous wording

At June 30, 2026, we had total debt outstanding of $3.3 billion, of which 99% was unsecured.

Current wording

At September 30, 2026, we had total debt outstan ding of $3.4 billion, of which 99% was unsecured.

Previous wording

At June 30, 2026, we had outstanding $2.75 billion in aggregate principal amount of unsecured senior notes (excluding the private placement notes discussed below) ranging in interest rates from 3.60% to 4.95%. The notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the ratio of our debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt that would cause the ratio of secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt that would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of our total unencumbered assets such that they are not less than 150% of our outstanding unsecured debt. Interest payments on our unsecured senior notes are due semiannually.

Current wording

At September 30, 2026, we had outstanding $2.75 billion in aggregate principal amount of unsecured senior notes ranging in interest rates from 3.60% to 4.95%. The notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the ratio of our debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt that would cause the ratio of secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt that would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of our total unencumbered assets such that they are not less than 150% of our outstanding unsecured debt. Interest payments on our unsecured senior notes are due semiannually.

Previous wording

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 wording

The amendments to the revolving credit facility, among other things, (i) extended 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 reduced the interest rate payable on outstanding loans by five 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.

Previous wording

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 wording

The Amended Credit Agreement also established a new $600.0 million senior unsecured delayed draw term loan facility that bears interest based on our credit ratings (SOFR plus 115 basis points at closing) and matures on January 17, 2032.

Previous 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.

Current wording

The Amended Credit Agreement contains 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, certain of our debt instruments contain cross-default provisions if we default under other indebtedness exceeding certain amounts. Those cross-default thresholds vary from $50.0 million to $75.0 million, depending upon the debt instrument. We were in compliance with all financial and other covenants under our consolidated debt instruments at September 30, 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. 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.

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 nine months ended September 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 that we expect will 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

Our principal investing activities are acquiring, developing and financing Experiential properties. These investing activities have generally been financed with proceeds from senior unsecured note and equity offerings. Our unsecured revolving credit facility and cash from operations are also used to finance the acquisition or development of properties, and to provide mortgage financing. We have and expect to continue to issue debt securities in public or private offerings. We have and may in the future assume mortgage debt in connection with property acquisitions or incur new mortgage debt on existing properties. We may also issue equity securities in connection with acquisitions. Continued growth of our real estate investments and mortgage financing portfolios will depend in part on our continued ability to access funds through additional borrowings and securities offerings and, to a lesser extent, our ability to assume debt in connection with property acquisitions. We may also fund investments with the proceeds from asset dispositions.

Current wording

Our principal investing activities are acquiring, developing and financing Experiential properties. These investing activities have generally been financed with proceeds from senior unsecured note and equity offerings. Our unsecured revolving credit facility and cash from operations are also used to finance the acquisition or development of properties, and to provide mortgage financing. We have issued and expect to continue to issue debt securities in public or private offerings. We have assumed and may in the future assume mortgage debt in connection with property acquisitions or incur new mortgage debt on existing properties. We may also issue equity securities in connection with acquisitions. Continued growth of our real estate investments and mortgage financing portfolios will depend in part on our continued ability to access funds through additional borrowings and securities offerings and, to a lesser extent, our ability to assume debt in connection with property acquisitions. We may also fund investments with the proceeds from asset dispositions.

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Current report — wording carried from elsewhere

The change in provision (benefit) for credit losses, net for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was due to the items impacting the three months ended September 30, 2026, described above, as well as a credit loss benefit of $1.3 million that was recognized in connection with the conversion of a $70.0 million mortgage note receivable to a wholly-owned rental property during the nine months ended September 30, 2026.

Current report — wording carried from elsewhere

Upon maturity, on August 24, 2026, we repaid in full $179.6 million of Series B senior unsecured notes that were issued in a private placement transaction.
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Previous report — wording carried elsewhere

As of June 30, 2026, our Education portfolio consisted of the following property types (owned or financed):