EPR PROPERTIES - Annual Report: 2024 (Form 10-K)

For the Year Ended December 31, 2023

Investment TypeTotal Investment SpendingNew DevelopmentRe-developmentAsset AcquisitionMortgage Notes or Notes ReceivableInvestment in Joint VenturesExperiential:Theatres$5,182 $— $5,182 $— $— $— Eat & Play24,048 20,750 2,192 — 1,106 — Attractions28,384 — 3,669 — 24,715 — Ski5,324 — — — 5,324 — Experiential Lodging16,034 — — — — 16,034 Fitness & Wellness184,370 45,632 3,286 53,144 82,308 — Cultural6,086 — 6,086 — — — Total Experiential269,428 66,382 20,415 53,144 113,453 16,034 Education: Total Education— — — — — — Total Investment Spending$269,428 $66,382 $20,415 $53,144 $113,453 $16,034

The above amounts include $3.5 million and $3.6 million in capitalized interest for the years ended December 31, 2024 and 2023, respectively, and $0.2 million in capitalized other general and administrative direct project costs for both the years ended December 31, 2024 and 2023. Excluded from the table above are $7.3 million and $12.4 million of maintenance capital expenditures and other spending for the years ended December 31, 2024 and 2023, respectively.

Dispositions

During the year ended December 31, 2024, we completed the sales of two leased cultural properties, eight vacant theatre properties, one leased theatre property and two vacant early childhood education centers for net proceeds totaling $74.4 million. In connection with these sales, we recognized a net gain on sale totaling $16.1 million.

Impairment Charges and Credit Loss

During the year ended December 31, 2024, we reassessed the holding period of one vacant theatre property, two theatre properties currently operated through a third-party management agreement and two leased theatre properties. We determined that the sum of the undiscounted cash flows did not exceed the carrying value of the theatre properties and estimated the fair value of the real estate investments of these properties using an independent appraisal and purchase offers. Accordingly, we recognized impairment charges totaling $51.8 million for the year ended December 31, 2024 related to these properties.

During the year ended December 31, 2024, two experiential lodging properties located in St. Pete Beach, Florida, in which we hold unconsolidated equity investments through two joint ventures, were significantly damaged by two weather events. On September 26, 2024, Hurricane Helene made landfall on St. Pete Beach as a Category 3 storm and damaged the experiential lodging properties. On October 9, 2024, further damage was caused by Hurricane Milton. The properties will remain closed as the joint ventures continue to assess and repair damage and we do not anticipate that the properties will re-open until well into 2025. We are working in good faith with our joint venture partners, the non-recourse debt provider and the insurance companies to identify a path forward, which we expect will result in the eventual removal of both experiential properties from our portfolio. Accordingly, we determined that our investment in these joint ventures had no fair value and was not recoverable, and during the year ended December 31, 2024, recognized $12.1 million in other-than-temporary impairment charges on joint ventures related to these equity investments. There can be no assurance as to the ultimate outcome of our negotiations to exit from these joint ventures.

In addition, we made the decision during the fourth quarter of 2024 to exit our unconsolidated equity investment in an operating RV property located in Breaux Bridge, Louisiana, and entered into good faith negotiations with our joint venture partners and the non-recourse debt provider to identify a path forward to remove the experiential lodging property from our portfolio. The RV property has underperformed expectations and would have required ongoing capital infusion to service the non-recourse debt and property operations. We finalized our exit from the investment on February 4, 2025. Accordingly, during the fourth quarter of 2024, we determined that our investment was not recoverable and recognized a $16.1 million impairment charge to fully write-off our carrying value of this equity investment. We also received $1.0 million in exchange for the sale of our remaining subordinated mortgage note receivable on the property. Accordingly, during the fourth quarter of 2024, we recognized $10.3 million as provision for credit loss.

Retirement and Severance Expense

On March 1, 2024, our Executive Vice President, General Counsel and Secretary, Craig Evans, retired. Details of Mr. Evans' retirement are included in the previously disclosed Retirement and Release Agreement entered into between us and Mr. Evans. The role of General Counsel and Secretary was assumed by Paul Turvey upon Mr. Evans' retirement. For the three months ended March 31, 2024, we recorded retirement and severance expense related to Mr. Evans' retirement, as well as the departure of another associate, totaling $1.8 million, which included cash payments totaling $0.2 million and accelerated vesting of nonvested shares totaling $1.6 million.

Capital Markets Activities

On August 22, 2024, we repaid our $136.6 million Series A unsecured private placement notes due 2024, using funds available on our $1.0 billion senior unsecured revolving credit facility.

During the year ended December 31, 2024, we entered into a Fourth Amended, Restated and Consolidated Credit Agreement (the "Amended Credit Agreement"). See discussion below in Liquidity and Capital Resources and Note 9 to the consolidated financial statements in this Annual Report on Form 10-K for additional information.

Results of Operations

Year ended December 31, 2024 compared to year ended December 31, 2023

Analysis of Revenue

The following table summarizes our total revenue (dollars in thousands):


	Year Ended December 31,				Change
	2024		2023
Minimum rent (1)	$	530,664	$	570,549	$	(39,885)
Percentage rent (2)	14,540		12,192		2,348
Straight-line rent (3)	17,327		10,591		6,736
Tenant reimbursements	20,758		21,285		(527)
Other rental revenue	1,878		1,522		356
Total Rental Revenue	$	585,167	$	616,139	$	(30,972)

Other income (4)	57,071		45,947		11,124
Mortgage and other financing income (5)	55,830		43,582		12,248
Total revenue	$	698,068	$	705,668	$	(7,600)

(1) For the year ended December 31, 2024 compared to the year ended December 31, 2023, the decrease in minimum rent resulted from a decrease of $11.5 million related to the comprehensive restructuring agreement with Regal entered into on June 27, 2023, a $33.3 million decrease in deferred rental repayments from cash basis tenants, a $6.9 million decrease from property dispositions, a $3.4 million decrease from lease termination fees recognized during the year ended December 31, 2023 and a $0.2 million decrease from vacant properties. This decrease was partially offset by an increase in rental revenue of $9.4 million related to property acquisitions and developments completed in 2024 and 2023 and an increase in rental revenue on existing properties of $6.0 million.

During the year ended December 31, 2024, we renewed 11 lease agreements on approximately 295 thousand square feet and experienced a decrease of approximately 0.5% in rental rates and paid no leasing commissions with respect to these lease renewals.

(2) The increase in percentage rent (i.e., amounts above base rent) for the year ended December 31, 2024 compared to the year ended December 31, 2023 was due primarily to higher percentage rent recognized from two of our theatre tenants and was offset by lower percentage rent recognized in 2024 related to two cultural properties that were sold early in the year.

(3) The increase in straight-line rent for the year ended December 31, 2024 compared to the year ended December 31, 2023 was due primarily to property acquisitions and developments completed in 2024 and 2023 and straight-line rent receivable for Regal recognized during the year ended December 31, 2024 in connection with reestablishing accrual basis accounting for Regal on August 1, 2023.

(4) The increase in other income for the year ended December 31, 2024 compared to the year ended December 31, 2023 related primarily to an increase in operating income from the addition of five operating theatre properties in the third quarter of 2023 that were previously leased by Regal. One of these properties closed on September 20, 2024 and is currently vacant as we prepare to sell it.

(5) The increase in mortgage and other financing income during the year ended December 31, 2024 compared to the year ended December 31, 2023 related to interest income on new mortgage notes funded in 2024 and 2023 and from additional investments on existing mortgage note receivables.

Analysis of Expenses and Other Line Items

The following table summarizes our expenses and other line items (dollars in thousands):


			Year Ended December 31,								Change
			2024				2023
Property operating expense			$	59,146			$	57,478			$	1,668
Other expense (1)			56,877				44,774				12,103
General and administrative expense (2)			50,096				56,442				(6,346)
Retirement and severance expense			1,836				547				1,289
Transaction costs			798				1,554				(756)
Provision (benefit) for credit losses, net (3)			12,247				878				11,369
Impairment charges (4)			51,764				67,366				(15,602)

Depreciation and amortization			165,733				168,033				(2,300)
Gain (loss) on sale of real estate (5)			16,101				(2,197)				18,298
Costs associated with loan refinancing or payoff			337				—				337
Interest expense, net (6)			130,810				124,858				5,952
Equity in loss from joint ventures (7)			8,809				6,768				2,041
Impairment charges on joint ventures (8)			28,217				—				28,217

Income tax expense			1,433				1,727				(294)




Impairment of operating lease right-of-use assets	—				—				1,968
Sale participation income (included in other income)	—				—				(9,134)
Gain on insurance recovery (included in other income)	—				—				(552)
Deferred income tax benefit	(1,539)				(344)				(169)
FFOAA available to common shareholders of EPR Properties	$	373,929			$	397,194			$	355,157

FFOAA available to common shareholders of EPR Properties	$	373,929			$	397,194			$	355,157
Add: Preferred dividends for Series C preferred shares	7,752				7,752				7,752
Add: Preferred dividends for Series E preferred shares	7,752				7,752				7,756
Diluted FFOAA available to common shareholders of EPR Properties	$	389,433			$	412,698			$	370,665


	Year ended December 31,
	2024		2023		2022
AFFO:
FFOAA available to common shareholders of EPR Properties	$	373,929	$	397,194	$	355,157
Non-real estate depreciation and amortization	704		814		831
Deferred financing fees amortization	8,844		8,637		8,360
Share-based compensation expense to management and trustees	14,066		17,512		16,666
Amortization of above/below-market leases, net and tenant allowances	(333)		(535)		(355)
Maintenance capital expenditures (1)	(7,299)		(12,399)		(4,545)
Straight-lined rental revenue	(17,327)		(10,591)		(6,993)
Straight-lined ground sublease expense	97		1,099		1,692
Non-cash portion of mortgage and other financing income	(1,984)		(1,088)		(473)
Allocated share of joint venture non-cash items	712		—		—
AFFO available to common shareholders of EPR Properties	$	371,409	$	400,643	$	370,340
FFO per common share:
Basic	$	4.76	$	5.24	$	4.64
Diluted	4.70		5.15		4.60
FFOAA per common share:
Basic	$	4.94	$	5.28	$	4.74
Diluted	4.87		5.18		4.69
Shares used for computation (in thousands):
Basic	75,636		75,260		74,967
Diluted	75,999		75,715		75,043

Weighted average shares outstanding-diluted EPS	75,999		75,715		75,043
Effect of dilutive Series C preferred shares	2,314		2,283		2,250
Transaction costs	423		401
Provision (benefit) for credit losses, net	9,876		1,285

Adjusted EBITDAre (annualized) (1)	$	542,020	$	517,760

Net Debt to Adjusted EBITDAre Ratio	5.3		5.3



(1) Adjusted EBITDAre for the quarter is multiplied by four to calculate an annual amount but does not include the annualization of investments put in service, acquired or disposed of during the quarter, as well as the potential earnings on property under development, the annualization of percent rent and participating interest and adjustments for other items.

Total Investments

Total investments is a non-GAAP financial measure defined as the sum of the carrying values of real estate investments (before accumulated depreciation), land held for development, property under development, mortgage notes receivable and related accrued interest receivable, net, investment in joint ventures, intangible assets, gross (before accumulated amortization and included in other assets) and notes receivable and related accrued interest receivable, net (included in other assets). Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company's funds have been invested. Our method of calculating total investments may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. A reconciliation of total assets (computed in accordance with GAAP) to total investments is included in the following table (unaudited, in thousands):


	December 31, 2024		December 31, 2023
Total assets	$	5,616,507	$	5,700,885
Operating lease right-of-use assets	(173,364)		(186,628)
Cash and cash equivalents	(22,062)		(78,079)
Restricted cash	(13,637)		(2,902)
Accounts receivable	(84,589)		(63,655)
Add: accumulated depreciation on real estate investments	1,562,645		1,435,683
Add: accumulated amortization on intangible assets (1)	31,876		30,589
Prepaid expenses and other current assets (1)	(39,464)		(22,718)
Total investments	$	6,877,912	$	6,813,175

Total Investments:
Real estate investments, net of accumulated depreciation	$	4,435,358	$	4,537,359
Add back accumulated depreciation on real estate investments	1,562,645		1,435,683
Land held for development	20,168		20,168
Property under development	112,263		131,265
Mortgage notes and related accrued interest receivable	665,796		569,768
Investment in joint ventures	14,019		49,754
Intangible assets, gross (1)	64,317		65,299
Notes receivable and related accrued interest receivable, net (1)	3,346		3,879
Total investments	$	6,877,912	$	6,813,175


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

	December 31, 2024		December 31, 2023
Intangible assets, gross	$	64,317	$	65,299
Less: accumulated amortization on intangible assets	(31,876)		(30,589)
Notes receivable and related accrued interest receivable, net	3,346		3,879
Prepaid expenses and other current assets	39,464		22,718
Total other assets	$	75,251	$	61,307

Impact of Recently Issued Accounting Standards

See Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information on the impact of recently issued accounting standards on our business.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks, primarily relating to potential losses due to changes in interest rates and foreign currency exchange rates. We seek to mitigate the effects of fluctuations in interest rates by matching the term of new investments with new long-term fixed rate borrowings whenever possible. As of December 31, 2024, we had a $1.0 billion unsecured revolving credit facility with $175.0 million outstanding. We also had a $25.0 million bond that bears interest at a floating rate but has been fixed through an interest rate swap agreement as discussed below.

We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of such refinancing may not be as favorable as the terms of current indebtedness. The

majority of our borrowings are subject to contractual agreements or mortgages, which limit the amount of indebtedness we may incur. Accordingly, if we are unable to raise additional equity or borrow money due to these limitations or otherwise, our ability to make additional real estate investments may be limited.

The following table presents the principal amounts, weighted average interest rates, and other terms required by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes as of December 31 (including the impact of the interest rate swap agreements described below):

Expected Maturities (dollars in millions)


	2025			2026			2027			2028			2029			Thereafter			Total			Estimated Fair Value
December 31, 2024:
Fixed rate debt	$300.0			$629.6			$450.0			$400.0			$500.0			$425.0			$2,704.6			$2,590.3
Average interest rate	4.50		%	4.70		%	4.50		%	4.95		%	3.75		%	3.54		%	4.32		%	5.50		%
Variable rate debt	$	—		$	—		$	—		$175.0			$	—		$	—		$175.0			$175.0
Average interest rate (as of December 31, 2024)	—		%	—		%	—		%	5.46		%	—		%	—		%	5.46		%	5.46		%
	2024			2025			2026			2027			2028			Thereafter			Total			Estimated Fair Value
December 31, 2023:
Fixed rate debt	$136.6			$300.0			$629.6			$450.0			$400.0			$925.0			$2,841.2			$2,606.8
Average interest rate	4.35		%	4.50		%	4.70		%	4.50		%	4.95		%	3.65		%	4.32		%	6.56		%
Variable rate debt	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Average interest rate (as of December 31, 2023)	—		%	—		%	—		%	—		%	—		%	—		%	—		%	—		%

The fair value of our debt as of December 31, 2024 and 2023 is estimated by discounting the future cash flows of each instrument using current market rates and current market spreads.

Cash Flow Hedges of Interest Rate Risk

In order to hedge our interest rate risk, we entered into an interest rate swap agreement on our variable rate secured bonds with a notional amount of $25.0 million. The interest rate cap agreement limits the variable portion of the interest rate (SOFR) on this bond to 2.5325% until September 30, 2026.

We are exposed to foreign currency risk against our functional currency, the U.S. dollar ("USD"), on our six Canadian properties and the rents received from tenants of the properties are payable in the Canadian dollar ("CAD"). In order to hedge our CAD denominated cash flows and our net investment in our six Canadian properties, we entered into cross-currency swaps designated as cash flow hedges and foreign currency forwards designated as net investment hedges as further described below.

Cash Flow Hedges of Foreign Exchange Risk-Cross Currency Swaps

We entered into six USD-CAD cross-currency swaps that became effective October 1, 2024 with a total fixed original notional value of $170.0 million CAD and $125.0 million USD. The net effect of these swaps is to lock in an exchange rate of $1.35 CAD per USD on approximately $15.3 million annual CAD denominated cash flows through December 2026.

We entered into two USD-CAD cross-currency swaps that became effective December 1, 2024 with a total fixed original notional value of $90.0 million CAD and $66.2 million USD. The net effect of these swaps is to lock in an exchange rate of $1.35 CAD per USD on approximately $8.1 million annual CAD denominated cash flows through December 2026.

Net Investment Hedges - Foreign Currency Forward Contracts

We entered into two forward contracts that became effective December 19, 2024 with a fixed notional value of $200.0 million CAD and $142.8 million USD with a settlement date of December 1, 2026. The exchange rate of these forward contracts is approximately $1.40 CAD per USD.

We entered into a forward contract that became effective December 19, 2024 with a fixed notional value of $90.0 million CAD and $64.3 million USD with a settlement date of December 1, 2026. The exchange rate of this forward contract is approximately $1.40 CAD per USD.

On December 19, 2024, we terminated our previous CAD to USD forward contracts in conjunction with entering into the new forward agreements described above. We received $10.4 million in connection with the settlement of the CAD to USD forward contracts.

For foreign currency derivatives designated as net investment hedges, the change in the fair value of the derivatives, including any cash settlements, is reported in AOCI as part of the cumulative translation adjustment. Amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated.

See Note 10 to the consolidated financial statements in this Annual Report on Form 10-K for additional information on our derivative financial instruments and hedging activities.

Item 8. Financial Statements and Supplementary Data

EPR Properties

Contents


Report of Independent Registered Public Accounting Firm			59

Audited Financial Statements

Consolidated Balance Sheets			62
Consolidated Statements of Income and Comprehensive Income			63
Consolidated Statements of Changes in Equity			64
Consolidated Statements of Cash Flows			66
Notes to Consolidated Financial Statements			68

Financial Statement Schedules

Schedule III - Real Estate and Accumulated Depreciation			105

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders

EPR Properties:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of EPR Properties and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of indicators real estate investments may not be recoverable

As discussed in Notes 2 and 3 to the consolidated financial statements, the real estate investments, net balance as of December 31, 2024 was $4,435,358 thousand. The Company reviews a real estate investment for impairment whenever events or changes in circumstances indicate that the carrying value of the real estate investment may not be recoverable.

We identified the evaluation of indicators real estate investments may not be recoverable as a critical audit matter. There is a high degree of subjective judgement in evaluating the events or changes in circumstances that may indicate the carrying value of real estate investments may not be recoverable. In particular, the judgments regarding the expected period the Company will hold the real estate investments on the determination of the recoverability of the real estate investments required a higher degree of auditor judgment.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control related to the critical audit matter. This control related to the Company’s process to identify and evaluate events or changes in circumstances that may indicate the carrying amount of real estate investments may not be recoverable, which includes determining the period the Company will hold the real estate investments. We inquired of Company officials and inspected documents such as meeting minutes of the Board of Trustees to evaluate the likelihood that a real estate investment would be sold prior to the estimated holding period.

Impairment of real estate investments

As discussed in Notes 2, 5, and 11 to the consolidated financial statements, the real estate investments, net balance as of December 31, 2024 was $4,435,358 thousand. The Company reviews a property for impairment whenever events or changes in circumstances indicate that the carrying value of the property may not be recoverable. The Company recognized impairment charges of $51,764 thousand on real estate investments, which are the amounts that the carrying value of the assets exceeded the estimated fair value.

We identified the assessment of the fair values of real estate investments based on recent independent appraisals used to determine the impairment charges as a critical audit matter. There is a high degree of subjective auditor judgment in evaluating the relevance of land value per acre used to determine the fair value of these assets.

control related to the determination of land value per acre. We involved valuation professionals with specialized skills and knowledge, who assisted in comparing the Company’s estimated assumptions of land value per acre to a range of independently developed estimates based on publicly available industry data.

/s/

We have served as the Company’s auditor since 2002.



February 27, 2025

EPR PROPERTIES

Consolidated Balance Sheets

(Dollars in thousands except share data)


	December 31,
	2024	2023
Assets
Real estate investments, net of accumulated depreciation of $ and $ at December 31, 2024 and 2023, respectively	$	$
Land held for development
Property under development
Operating lease right-of-use assets
Mortgage notes and related accrued interest receivable, net of allowance for credit losses of $ and $ at December 31, 2024 and 2023, respectively
Investment in joint ventures
Cash and cash equivalents
Restricted cash
Accounts receivable
Other assets
Total assets	$	$
Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities	$	$
Operating lease liabilities
Common dividends payable
Preferred dividends payable
Unearned rents and interest
Debt
Total liabilities
Equity:
Common Shares, $ par value; shares authorized at December 31, 2024 and 2023; and and shares issued at December 31, 2024 and 2023, respectively
Preferred Shares, $ par value; shares authorized:
and Series C convertible shares issued at December 31, 2024 and 2023, respectively; liquidation preference of $
Series E convertible shares issued at December 31, 2024 and 2023; liquidation preference of $
Series G shares issued at December 31, 2024 and 2023; liquidation preference of $
Additional paid-in-capital
Treasury shares at cost: and common shares at December 31, 2024 and 2023, respectively	()	()
Accumulated other comprehensive income	()
Distributions in excess of net income	()	()
Total equity	$	$
Total liabilities and equity	$	$

See accompanying notes to consolidated financial statements.

EPR PROPERTIES

Consolidated Statements of Income and Comprehensive Income

(Dollars in thousands except per share data)

) ) ))))))) ) ) ))))))

Year Ended December 31,

2024

2023

2022

Rental revenue

Other income

Mortgage and other financing income

Total revenue

Property operating expense

Other expense

General and administrative expense

Retirement and severance expense

Transaction costs

Provision (benefit) for credit losses, net

Impairment charges

Depreciation and amortization

Total operating expenses

Gain (loss) on sale of real estate

()

Income from operations

Costs associated with loan refinancing or payoff

Interest expense, net

Equity in loss from joint ventures

Impairment charges on joint ventures

Income before income taxes

Income tax expense

Net income

Preferred dividend requirements

Net income available to common shareholders of EPR Properties

Net income available to common shareholders of EPR Properties per share:

Basic

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See accompanying notes to consolidated financial statements.


EPR PROPERTIES Consolidated Statements of Cash Flows (Dollars in thousands)
	Year Ended December 31,
	2024	2023	2022
Operating activities:
Net income	$	$	$
Adjustments to reconcile net income to net cash provided by operating activities:
Impairment charges
Impairment charges on joint ventures
(Gain) loss on sale of real estate	()		()
Gain on insurance recovery			()
Deferred income tax benefit	()	()	()
Provision (benefit) for credit losses, net
Costs associated with loan refinancing or payoff
Equity in loss from joint ventures
Distributions from joint ventures
Depreciation and amortization
Amortization of deferred financing costs
Amortization of above/below market leases and tenant allowances, net	()	()	()
Share-based compensation expense to management and Trustees
Share-based compensation expense included in retirement and severance expense
Change in assets and liabilities:
Operating lease assets and liabilities	()	()
Mortgage notes accrued interest receivable	()	()	()
Accounts receivable	()	()
Other assets	()	()	()
Accounts payable and accrued liabilities
Unearned rents and interest	()		()
Net cash provided by operating activities
Investing activities:
Acquisition of and investments in real estate and other assets	()	()	()
Proceeds from sale of real estate
Investment in unconsolidated joint ventures	()	()	()
Distributions from joint venture related to refinancing
Settlement of derivative			()
Investment in mortgage notes receivable	()	()	()
Proceeds from mortgage notes receivable paydowns
Investment in notes receivable		()
Proceeds from note receivable paydowns
Proceeds from insurance recovery, net
Additions to properties under development	()	()	()
Net cash used by investing activities	()	()	()
Financing activities:
Proceeds from long-term debt facilities
Principal payments on debt	()
Deferred financing fees paid		()	()
Costs associated with loan refinancing or payoff (cash portion)	()
Net proceeds from issuance of common shares
Impact of stock option exercises, net			()
Issuances of captive REIT preferred shares
Purchase of common shares for treasury for vesting	()	()	()
Dividends paid to shareholders	()	()	()
Net cash used by financing activities	()	()	()
Effect of exchange rate changes on cash	()		()
Net change in cash and cash equivalents and restricted cash	()	()	()
Cash and cash equivalents and restricted cash at beginning of the year
Cash and cash equivalents and restricted cash at end of the year	$	$	$
Supplemental information continued on next page.


EPR PROPERTIES Consolidated Statements of Cash Flows (Dollars in thousands) Continued from previous page.
	Year Ended December 31,
	2024		2023	2022

Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents at beginning of the year	$		$	$
Restricted cash at beginning of the year
Cash and cash equivalents and restricted cash at beginning of the year	$		$	$

Cash and cash equivalents at end of the year	$		$	$
Restricted cash at end of the year
Cash and cash equivalents and restricted cash at end of the year	$		$	$

Supplemental schedule of non-cash activity:
Transfer of property under development to real estate investments	$		$	$
Transfer of mortgage note receivable to property under development	$		$	$
Transfer of real estate investments to mortgage note	$		$	$
Issuance of nonvested shares and restricted share units at fair value, including nonvested shares issued for payment of bonuses	$		$	$
Operating lease right-of-use asset and related operating lease liability recorded for new ground lease	$		$	$

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$		$	$
Cash paid during the period for income taxes	$		$	$
Interest cost capitalized	$		$	$
Change in accrued capital expenditures	$	()	$	$

See accompanying notes to consolidated financial statements.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

Variable Interest Entities

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.

years to years for buildings, to years for furniture, fixtures and equipment and years to years for site improvements. Tenant improvements, including allowances, are depreciated over the shorter of the lease term or the estimated useful life and leasehold interests are depreciated over the useful life of the underlying ground lease.

Management reviews the Company's real estate investments, including operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable, which is based on an estimate of undiscounted future cash flows expected to result from its use and eventual disposition. If impairment exists due to the inability to recover the carrying value of the property, an impairment loss is recorded to the extent that the carrying value of the property exceeds its estimated fair value.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

million and $ million, respectively$ $

Above-market lease, net of accumulated amortization of $ million and $ million, respectively

Tradenames, net of accumulated amortization of $ thousand and $ thousand, respectively (1)

Contract value, net of accumulated amortization of $ million and $ million, respectively

Goodwill Total intangible assets, net$ $ Liabilities:

Below-market lease, net of accumulated amortization of $ million and $ million, respectively

$ $

million in t

Aggregate intangible amortization included in expense was $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively. The net amount amortized as an increase to rental revenue for capitalized above and below-market lease intangibles was $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

$ $ $ $()2026 ()2027 ()2028 ()2029 ()Thereafter ()Total$ $ $ $ $()Weighted average amortization period (years)

(1) Excludes $ million in tradenames with indefinite lives.

million and $ million as of December 31, 2024 and 2023, respectively, are shown as a reduction of "Debt" in the accompanying consolidated balance sheets. The deferred financing costs related to the unsecured revolving credit facility of $ million an million as of December 31, 2024 and 2023, respectively, are included in "Other assets" in the accompanying consolidated balance sheets.

reportable operating segments: Experiential and Education. The Experiential segment includes the following property types: theatres, eat & play (including theatres located in entertainment districts), attractions, ski, experiential lodging, gaming, cultural and fitness & wellness. The Education segment includes the following property types: early childhood education centers and private schools. The Company’s business is focused on Experiential real estate. The economic characteristics of Experiential properties are similar across type, geographic location and industries in which our tenants and borrowers operate. 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.

While the Company does not plan to seek additional opportunities in the Education segment, information provided to the CODM is separated and decisions are made based on these operating segments. The CODM uses segment assets as reported on the balance sheet as Total Assets and Net Operating Income (NOI) before unallocated items 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. Revenue from both segments is derived substantially from investments structured as long-term triple-net leases or mortgages. Corporate items are not allocated to segments. See Note 18 for financial information related to these reportable segments.

million, $ million and $ million for the

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

million, $ million and $ million, for the years ended December 31, 2024, 2023 and 2022, 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 Topic 842, the Company does not include these lessee payments 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 years ended December 31, 2024, 2023 and 2022, the Company recognized $ million, $ million and $ million, respectively, in tenant reimbursements related to the gross-up of these reimbursed expenses, which 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 years ended December 31, 2024, 2023 and 2022, the amounts due for non-lease components included in rental revenue totaled $ million, $ million and $ 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 specific triggering events occur as provided by the lease agreement. Rental revenue included percentage rents of $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively. Furthermore, due to the impact of the COVID-19 pandemic, certain of the Company's tenants paid a portion of base rent in 2022 based on a percentage of gross revenue. This variable rent totaled $ million for the year ended December 31, 2022.

Rental revenue included lease termination fees of approximately $ million for the year ended December 31, 2023, relating to the early terminations of leases by tenants. lease termination fees were received for the years ended December 31, 2024 and 2022.

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 of the Company's tenants, projected performance of the tenant, historical trends of the tenant, current economic conditions and changes in customer payment terms. When the collectability of lease receivables or future lease payments are 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.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

million of accrued interest and fees receivable against interest income related to mortgage note receivable and notes receivable. such amounts were written-off for the years ended December 31, 2024 and 2023. As of December 31, 2024, 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 December 31, 2024, the Company does not have any mortgage notes or notes receivable with past due principal balances. See Note 7 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

thousand and $ thousand, respectively. There was participating interest income for the year ended December 31, 2022

% of its taxable income to its shareholders each year and meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. The Company intends to continue to qualify as a REIT and distribute substantially all of its taxable income to its shareholders.

The Company is subject to income tax in certain instances in both the U.S. and in certain foreign jurisdictions, as more fully described herein. The Company’s income tax expense includes deferred income tax expense or benefit, which represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. The Company evaluates the realizability of its deferred income tax assets and assesses the need for a valuation allowance for each jurisdiction for which it is subject to income tax. The realization of the deferred tax assets depends upon all positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets.

The Company owns certain real estate assets that are subject to income tax in Canada. At December 31, 2024, the net deferred tax assets related to the Company's Canadian operations totaled $ million resulting from the temporary differences between income for financial reporting purposes and taxable income relating primarily to depreciation, capital improvements and straight-line rents. At December 31, 2024, it is more likely than not the Company will not generate sufficient taxable income to realize any of these net deferred tax assets.

The Company has certain taxable REIT subsidiaries (TRSs), as permitted under the Internal Revenue Code, through which it conducts certain business activities and are subject to federal and state income taxes on their net taxable income. The Company uses such TRS entities exclusively to hold the operational aspect of the traditional REIT

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

Experiential lodging properties that are facilitated by management agreements with eligible independent contractors. The real estate for these investments are held by the REIT either directly or through an investment in a joint venture and leased to the respective operations entity under a triple-net lease. Management has determined which of the real estate assets meets the requirements to be classified as qualified lodging facilities as required in a traditional REIT lodging structure and recognizes revenue on these structures accordingly for REIT testing purposes.

The Company also uses one such TRS entity to hold the operational aspect of theatre assets, which are operated by third party property managers. The real estate for these assets is held by the REIT directly and leased to the respective operating TRS entity under a triple-net lease.

At December 31, 2024, the net deferred tax assets related to the Company's TRSs totaled $ million, resulting from the temporary differences between income for financial reporting purposes and taxable income relate primarily to net operating loss carryovers and pre-opening cost amortization. At December 31, 2024, it is more likely than not that the Company will not generate sufficient taxable income to realize any of these net deferred tax assets.

As of December 31, 2024 and 2023, the Canadian operations and the Company's TRSs had deferred tax assets included in "Other assets" in the accompanying consolidated balance sheets totaling approximately $ million and $ million, respectively, and deferred tax liabilities included in "Accounts payable and accrued liabilities" in the accompanying consolidated balance sheets totaling approximately $ million and $ million, respectively. At December 31, 2024 and 2023, the Company had valuation allowances offsetting the net deferred tax assets included in the accompanying consolidated balance sheets totaling $ million and $ million, respectively.

$ Net operating losses Start-up costs Other Total deferred tax assets$ $ Fixed assets$()$ Capital improvements()()Straight-line receivable()()Other()()Total deferred tax liabilities$()$()Valuation allowance()()Net deferred tax (liability) asset $()$

Additionally, during the years ended December 31, 2024, 2023 and 2022, the Company recognized current income and withholding tax expense of $ million, $ million and $ million, respectively, primarily related to certain state income taxes and foreign withholding tax.

$ $()Current state income tax expense ()()()Current foreign income tax()()()Current foreign withholding tax()()()Deferred TRS income tax (expense) benefit Deferred foreign withholding tax Deferred income tax benefit Income tax expense$()$()$()

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

%, % and %, respectively. The differences between the income tax expense calculated at the statutory U.S. federal income tax rates and the actual income tax expense recorded is mostly attributable to the dividends paid deduction available for REITs.

Furthermore, the Company qualified as a REIT and distributed the necessary amount of taxable income such that current U.S. federal income taxes were due for the years ended December 31, 2024, 2023 and 2022. Accordingly, provision for current U.S. federal income taxes was recorded for any of those years. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain provisions, it will be subject to federal and state income taxes at regular corporate rates (including any applicable alternative minimum tax for years prior to January 1, 2021) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed taxable income. Tax years 2021 through 2023 remain generally open to examination for U.S. federal income tax and state tax purposes and from 2019 through 2023 for Canadian income tax purposes.

The Company’s policy is to recognize interest and penalties as general and administrative expense. The Company did not recognize any interest and penalties in 2024, 2023 or 2022. The Company did not have any accrued interest and penalties at December 31, 2024, 2023 and 2022. Additionally, the Company did not have any unrecorded tax benefits as of December 31, 2024, 2023 and 2022.

During the year ended December 31, 2024, the Company made a $ million payment to the City of Kansas City, Missouri under protest related to an assessment of tax years ending December 31, 2018 through 2022. The City has denied the Company’s necessary deduction for dividends paid for each of these years resulting in assessment of additional tax, penalties and interest. The Company filed a lawsuit and demanded a refund of the $ million payment during the year ended December 31, 2024 on grounds that the dividend is deductible and/or that the standard apportionment unfairly represents EPR’s economic presence in the City. Subsequent to the filing of the lawsuit, the City granted EPR a variance to the standard apportionment on a prospective basis. If applied retrospectively, the apportionment variance alone would reduce the purported deficiency by %. Although there can be no assurances, based on an agreement reached with the City regarding the treatment of future taxes and the Company's position in the lawsuit, the Company believes that it is more likely than not that the payment will be refunded.

%$ %$ %AMC % % %Regal % % %

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

to ).

Nonvested Performance Share Units Issued to Associates

and share option expense for these options is recognized on a straight-line basis over the vesting period.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

3. Real Estate Investments

$ Furniture, fixtures & equipment Land Leasehold interests Accumulated depreciation()()Total$ $

Depreciation expense on real estate investments was $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

million and $ million, respectively, and is detailed below (in thousands):

For the Year Ended December 31, 2024

Investment Type

Total Investment Spending

New Development

Re-development

Asset Acquisition

Mortgage Notes or Notes Receivable

Investment in Joint Ventures

Experiential:

Theatres

Eat & Play

Attractions

Ski

Experiential Lodging

Fitness & Wellness

Cultural

Total Experiential

Education:

Total Education

Total Investment Spending

For the Year Ended December 31, 2023

Investment TypeTotal Investment SpendingNew DevelopmentRe-developmentAsset AcquisitionMortgage Notes or Notes ReceivableInvestment in Joint VenturesExperiential:Theatres$ $ $ $ $ $ Eat & Play Attractions Ski Experiential Lodging Fitness & Wellness Cultural Total Experiential Education: Total Education Total Investment Spending$ $ $ $ $ $

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

leased cultural properties, vacant theatre properties, leased theatre property and vacant early childhood education centers for net proceeds totaling $ million and recognized a net gain on sale totaling $ million.

During the year ended December 31, 2023, the Company completed the sale of vacant theatre properties, leased theatre properties, vacant eat & play property, vacant early childhood education centers and land parcels for net proceeds totaling $ million and recognized a net loss on sale of $ million. Additionally, during the year ended December 31, 2023, the Company, as lessee, terminated ground lease that held theatre property.

During the year ended December 31, 2022, the Company completed the sale of vacant theatre properties and a land parcel for net proceeds of $ million and recognized a combined gain on sale of $ million.

vacant theatre property, theatre properties currently operated through a third-party management agreement and leased theatre properties. The Company determined that the sum of the undiscounted cash flows did not exceed the carrying value of the theatre properties and estimated the fair value of the real estate investments using independent appraisals and purchase offers. During the year ended December 31, 2024, the Company reduced the carrying value of the real estate investments, net to $ million and recognized an impairment charge of $ million on real estate investments, which is the amount that the carrying values of the assets exceeded the estimated fair values.

During the year ended December 31, 2024, the Company also recognized $ million of other-than-temporary impairment charges related to its equity investments in unconsolidated real estate joint ventures that own experiential lodging properties located in St. Pete Beach, Florida and unconsolidated real estate joint ventures that own an experiential lodging property in Breaux Bridge, Louisiana. See Note 8 for further details on these impairments.

During the year ended December 31, 2023, the Company reassessed the holding period of theatre properties surrendered by Regal as part of its bankruptcy resolution and not included in the Company's new master lease with Regal, other theatre properties that were part of a workout with a smaller theatre tenant and early childhood education center properties subject to lease terminations (one of which was triggered by a casualty event). The Company determined that the estimated cash flows for of the Regal surrendered properties, of the other theatre properties and both of the early childhood education center properties were not sufficient to recover the carrying values and estimated the fair value of the real estate investments of these properties using independent appraisals. During the year ended December 31, 2023, the Company reduced the carrying value of the real estate investments, net to $ million and recognized impairment charges of $ million on real estate investments, which is the amount that the carrying values of the assets exceeded the estimated fair values.

During the year ended December 31, 2022, the Company reassessed the holding period of early education properties subject to lease terminations, a vacant property that received an offer to purchase and of the Regal theatre properties subject to a motion to reject leases. of these properties has an operating ground lease arrangement with right-of-use asset. The Company determined that the estimated cash flows were not sufficient to recover the carrying values. During the year ended December 31, 2022, the Company determined the estimated fair value of the real estate investments and right-of-use assets of these properties using independent appraisals and the purchase offer. The Company reduced the carrying value of the real estate investments, net to $ million and the operating lease right-of-use asset to $ million. The Company recognized impairment charges of $ million on

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

million impairment on the right-of-use asset, which is the amount that the carrying values of the assets exceeded the estimated fair values.

million in other-than-temporary impairments related to its equity investments in joint ventures in theatre projects located in China. See Note 8 for further details on these impairments.

$ Receivable from non-tenants (1) Straight-line rent receivable Total$ $

(1) Receivable from non-tenants includes a payment of $ million made to the City of Kansas City, Missouri under protest related to an assessment of tax years ending December 31, 2018 through 2022. The City has denied the Company’s necessary deduction for dividends paid for each of these years resulting in assessment of additional tax, penalties and interest. The Company filed a lawsuit and demanded a refund of the $ million payment during the year ended December 31, 2024. Although there can be no assurances, based on an agreement reached with the City regarding the treatment of future taxes and the Company's position in the lawsuit, the Company believes that it is more likely than not that the payment will be refunded.

As of December 31, 2024, as a result of the COVID-19 pandemic, the Company continues to recognize revenue on a cash basis for AMC and two other tenants, one of which has deferred rent from this period that is not booked as a receivable of approximately $ million. The Company has collected all deferred receivables from accrual basis tenants that were deferred due to the COVID-19 pandemic. During the years ended December 31, 2024 and 2023, the Company collected $ million and $ million, respectively, in deferred rent and interest from cash basis customers and from customers for which the deferred payments were not previously recognized as revenue.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

%Interest only$ $ $ $ Eat & play property Eugene, Oregon %Interest only Fitness & wellness property Merriam, Kansas %Interest only Fitness & wellness property Omaha, Nebraska %Interest only Fitness & wellness property Omaha, Nebraska %Interest only Experiential lodging property Nashville, Tennessee %Interest only Ski property Girdwood, Alaska %Interest only Fitness & wellness properties Colorado and California %Interest only Eat & play property Austin, Texas %Principal & Interest-fully amortizing Eat & play property Dallas, Texas %Interest only Experiential lodging property Breaux Bridge, Louisiana (1) %Interest only Fitness & wellness property Glenwood Springs, Colorado %Interest only Ski property West Dover and Wilmington, Vermont %Interest only Four ski properties Ohio and Pennsylvania %Interest only Ski property Chesterland, Ohio %Interest only Ski property Hunter, New York %Interest only Eat & play property Midvale, Utah %Interest only Eat & play property West Chester, Ohio %Interest only Fitness & wellness property Fort Collins, Colorado %Interest only Early childhood education center Lake Mary, Florida %Interest only Early childhood education center Lithia, Florida %Interest only Attraction property Frankenmuth, Michigan %Interest only Fitness & wellness properties Massachusetts and New York %Interest only Total$ $ $ $

(1) During the fourth quarter of 2024, the Company made the decision to exit its unconsolidated equity investment in an operating RV property located in Breaux Bridge, Louisiana. The Company had previously provided an

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

million subordinated mortgage note receivable to the joint venture. On February 4, 2025, the Company received $ million in exchange for the sale of its remaining subordinated mortgage note receivable. Accordingly, during the fourth quarter of 2024, the Company recognized $ million as a provision for credit loss. See Note 8 for further details on this mortgage note receivable.

Investment in notes receivable, including related accrued interest receivable, was $ million and $ million at December 31, 2024 and 2023, respectively, and is included in "Other assets" in the accompanying consolidated balance sheets.

At December 31, 2024, of the Company's mortgage notes receivable and of the Company's notes receivable are considered collateral-dependent. 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 notes and the estimated fair value at the reporting date. The Company assessed the fair value of the collateral as of December 31, 2024 on the mortgage notes receivable and the notes receivable. mortgage note receivable has a carrying amount at December 31, 2024 of approximately $ million net of an allowance for credit loss totaling $ million. mortgage note receivable has a carrying amount at December 31, 2024 of approximately $ million net of an allowance for credit loss totaling $ million. This mortgage note receivable became collateral dependent during the three months ended December 31, 2024 and is a subordinated loan due from an unconsolidated real estate joint venture. See Note 8 for more details. The notes receivable remain fully reserved with an allowance for credit loss totaling $ million and $ million, respectively, which represents the outstanding principal balances of the notes as of December 31, 2024. Income from these borrowers is recognized on a cash basis. During the years ended December 31, 2024 and 2023, the Company received cash basis interest payments of $ million for each period from the mortgage note receivable borrower and $ million for each period from one of the note receivable borrowers. During the years ended December 31, 2024 and 2023, the Company received principal payments totaling $ million and $ million, respectively, from one of the note receivable borrowers.

At December 31, 2024, the Company's investment in of the notes 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 $ million, which is fully reserved in the allowance for credit losses at December 31, 2024.

$ $ $ $ Provision (benefit) for credit losses, net () Charge-offs() () ()Recoveries Allowance for credit losses at December 31, 2023$ $ $ $ $ Provision (benefit) for credit losses, net ()() Charge-offs Recoveries Allowance for credit losses at December 31, 2024$ $ $ $ $

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

%(1)$ $ $()$()Experiential lodgingWarrens, WI %(2) ()()Experiential lodgingBreaux Bridge, LA %(3) ()()Experiential lodgingHarrisville, PA %(4) ()()TheatresChinavarious(5) $ $ $()$()

(1) The Company has equity investments in unconsolidated real estate joint ventures, one that holds the investment in the real estate of the experiential lodging properties and the other that holds the lodging operations, which are facilitated by a management agreement. The joint venture that holds the real property has a secured non-recourse mortgage loan of $ million at December 31, 2024. The maturity date of this mortgage loan is May 18, 2025. The note can be extended for additional -year periods from the original maturity date upon the satisfaction of certain conditions. The mortgage loan bears interest at SOFR plus %, with monthly interest payments required. The Company received distributions of $ million from its investments in these joint ventures during the year ended December 31, 2023. No distributions were received during the year ended December 31, 2024.

On September 26, 2024, Hurricane Helene made landfall on St. Pete Beach as a Category 3 storm and damaged the joint ventures' experiential lodging properties. On October 9, 2024, further damage was caused by Hurricane Milton. The properties will remain closed as the joint ventures continue to assess and repair damage and the Company does not anticipate that the properties will re-open until well into 2025. The Company is working in good faith with its joint venture partners, the non-recourse debt provider and the insurance companies to identify a path forward which the Company expects to result in the eventual removal of both experiential properties from the Company's portfolio. Accordingly, the Company determined that its investment in these joint ventures had no fair value and was not recoverable, and during the third quarter of 2024, recognized $ million in other-than-temporary impairment charges on joint ventures related to these equity investments. There can be no assurance as to the ultimate outcome of the Company's negotiations regarding its exit from these joint ventures.

(2) The Company has equity investments in unconsolidated real estate joint ventures, one that holds the investment in the real estate of the experiential lodging property and the other that holds the lodging operations, which are facilitated by a management agreement. The joint venture that holds the real property has a secured non-recourse mortgage loan of $ million at December 31, 2024. The maturity date of this mortgage loan is September 15, 2031. The loan bears interest at an annual fixed rate of % with monthly interest payments required.

(3) During the fourth quarter of 2024, the Company made the decision to exit this unconsolidated equity investment in an operating RV property located in Breaux Bridge, Louisiana and entered into good faith negotiations with its joint venture partners and the non-recourse debt provider to identify a path forward to remove the experiential lodging property from the Company's portfolio. The RV property underperformed expectations and would have required ongoing capital infusion to service the non-recourse debt and property operations. The Company finalized its exit from this investment on February 4, 2025. Accordingly, during the fourth quarter of 2024, upon the Company's determination that the investment was not recoverable, the Company recognized a $ million impairment charge to fully write-off its carrying value of this equity investment. The Company also received

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

million in exchange for the sale of its remaining subordinated mortgage note receivable on the property. Accordingly, during the fourth quarter of 2024, the Company recognized $ million as a provision for credit loss.

(4) The Company has a % equity investment in unconsolidated real estate joint ventures, that through subsequent joint ventures (described below), hold the investments in the real estate of the experiential lodging property and the lodging operations, which are facilitated by a management agreement. The Company's investment in these unconsolidated real estate joint ventures were considered to be variable interest investments and the Company's investment in the joint venture that holds the lodging operations is a VIE. The Company is not the primary beneficiary of the VIE because the Company does not individually have the power to direct the activities that are most important to the joint venture and, accordingly, this investment is not consolidated. Other than the guarantee described below, the Company's maximum exposure to loss is limited to its initial investment, which was nominal.

The Company's investments in the unconsolidated real estate joint ventures have a % equity interest in the consolidated joint venture that holds the investments in the real estate of the experiential lodging property and a % equity interest in the consolidated joint venture that holds the lodging operations, which are facilitated by a management agreement. The weighted average combined equity interest for both partnerships is %. The consolidated joint venture that holds the real estate property has a secured non-recourse senior mortgage loan commitment of up to $ million at December 31, 2024 in order to fund renovations, with $ million outstanding at December 31, 2024. The maturity date of this mortgage loan is November 1, 2029. The mortgage loan bears interest at an annual fixed rate of % with monthly interest payments required. The Company has guaranteed $ million in principal on the secured mortgage loan, and, upon completion of construction and achieving a specified debt service coverage ratio, the principal guarantee will be reduced to $ million. The guarantee will be removed completely upon achievement of specified debt service coverage for three consecutive calculation periods. Additionally, the Company has guaranteed the completion of the renovations in the amount of approximately $ million, with $ million remaining to fund at December 31, 2024.

theatre projects located in China, with ownership interests ranging from % to %. During the year ended December 31, 2022, the Company recognized $ million in other-than-temporary impairment charges related to these equity investments. The Company determined that these investments had no fair value based primarily on discounted cash flow projections.

%, paid in full on August 22, 2024 (1)$ $

Senior unsecured notes payable, %, due April 1, 2025 (2)

Senior unsecured notes payable, %, due August 22, 2026 (3)

Senior unsecured notes payable, %, due December 15, 2026 (2)

Senior unsecured notes payable, %, due June 1, 2027 (2)

Senior unsecured notes payable, %, due April 15, 2028 (2)

Unsecured revolving variable rate credit facility, SOFR + %, due October 2, 2028 (4)

Senior unsecured notes payable, %, due August 15, 2029 (2)

Senior unsecured notes payable, %, due November 15, 2031 (2)

Bonds payable, variable rate, fixed at % through September 30, 2026, due August 1, 2047 (5)

Less: deferred financing costs, net()()Total$ $

(1) On August 22, 2024, the Company repaid its $ million Series A unsecured private placement notes due 2024, using funds available under its $ billion senior unsecured revolving credit facility.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

%; (ii) a limitation on incurrence of any secured debt that would cause the ratio of the Company’s secured debt to adjusted total assets to exceed %; (iii) a limitation on incurrence of any debt that would cause the Company’s debt service coverage ratio to be less than times; and (iv) the maintenance at all times of the Company's total unencumbered assets such that they are not less than % of the Company’s outstanding unsecured debt.

(3) The amended Note Purchase Agreement, which governs the private placement notes, contains certain financial and other covenants that generally conform to the Company's unsecured revolving credit facility.

(4) At December 31, 2024, the Company had $ million balance outstanding under its $ billion unsecured revolving credit facility. On September 19, 2024, the Company entered into the Fourth Amended, Restated and Consolidated Credit Agreement (the Amended Credit Agreement) providing for a new amended and restated senior unsecured revolving credit facility. The Amended Credit Agreement amended, restated and replaced the Company's prior senior unsecured revolving credit facility provided under the Third Amended, Restated and Consolidated Credit Agreement. The amendments to the prior facility, among other things: (i) extended the maturity date of the revolving credit facility; (ii) generally reduced the interest rate payable on outstanding loans; (iii) eliminated the tangible net worth covenant; (iv) modified the secured debt to total assets financial covenant to permit increased secured debt if the Company so elects; and (v) modified and simplified the capitalization rates used to value assets under the facility.

The Amended Credit Agreement provides for an initial maximum principal amount of $ billion, which includes a $ million letter-of-credit subfacility and a $ million foreign currency revolving credit subfacility. The new credit facility contains an "accordion" feature under which the Company may increase the total maximum principal amount available by $ billion, to a total of $ billion, subject to lender consent. The new credit facility matures on October 2, 2028. The Company has options to extend the maturity date of the new credit facility by an additional each (for a total of months), subject to applicable fees and the absence of any default. The unsecured revolving credit facility bears interest at a floating rate of SOFR plus % (based on our unsecured debt ratings and with a SOFR floor of ), which was % at December 31, 2024. Additionally, the facility fee on the revolving credit facility is %.

In connection with entering into the Amended Credit Agreement, the Company incurred $ million in fees that were capitalized in deferred financing costs and amortized as part of the effective yield. These fees are included in "Other assets" in the accompanying consolidated balance sheet as of December 31, 2024. During the year ended December 31, 2024, the Company also recorded a non-cash write-off of deferred financing costs (net of accumulated amortization), totaling $ million to "Costs associated with loan refinancing or payoff" in connection with entering into the Amended Credit Agreement.

The facility contains financial covenants or restrictions that limit the Company's level of consolidated debt, secured debt, investment levels outside certain categories and dividend distribution and require the Company to meet certain coverage levels for fixed charges and debt service.

% at December 31, 2024. See Note

Certain of the Company’s debt agreements contain customary restrictive covenants related to financial and operating performance and certain cross-default provisions. The Company was in compliance with all financial covenants under the Company's consolidated debt instruments at December 31, 2024.

As discussed above in Note 8, the Company's unconsolidated joint ventures holding its equity investments in two experiential lodging properties located in St. Pete Beach, Florida, were severely damaged by two hurricanes in 2024. The Company is working in good faith with its joint venture partners, the non-recourse debt provider and the insurance companies to identify a path forward in which the Company expects to result in the eventual removal of

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

2026 2027 2028 2029 Thereafter Less: deferred financing costs, net()Total$

The Company capitalizes a portion of interest costs as a component of property under development.

$ $ Amortization of deferred financing costs Credit facility and letter of credit fees Interest cost capitalized()()()Interest income()()()Interest expense, net$ $ $

10.

million and $ million at December 31, 2024 and 2023, respectively. The Company had derivative liabilities of $ million and $ million at December 31, 2024 and 2023, respectively. The Company has neither posted nor received collateral with its derivative counterparties as of December 31, 2024 and 2023. See Note 11 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 SOFR based 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.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

%$ USD SOFRSeptember 30, 2026

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.

Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. As of December 31, 2024, the Company estimates that during the year ended December 31, 2025, $ thousand of gains will be reclassified from AOCI to interest expense.

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 its Canadian properties. The Company uses cross-currency swaps to mitigate its exposure to fluctuations in the USD-CAD exchange rate on cash inflows associated with these properties, which should hedge a significant portion of the Company's expected CAD denominated cash flows. As of December 31, 2024, the Company had the following cross-currency swaps:

Fixed rate

Notional Amount (in millions, CAD)

Annual Cash Flow (in millions, CAD)

Maturity

$ CAD per USD

December 1, 2026

$ CAD per USD

December 1, 2026

The change in the fair value of foreign currency derivatives designated and that qualify as cash flow hedges of foreign exchange risk is recorded in AOCI and 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. As of December 31, 2024, the Company estimates that during the year ended December 31, 2025, $ million of gains will be reclassified from AOCI to other income.

Net Investment Hedges

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 to manage its exposure to changes in foreign exchange rates on certain of its foreign net investments. As of December 31, 2024, the Company had the following foreign currency forwards designated as net investment hedges:

Fixed rate

Notional Amount (in millions, CAD)

Maturity

$ CAD per USD

December 1, 2026

$ CAD per USD

December 1, 2026

Total

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

million in connection with the settlement of the CAD to USD forward contracts, which continues to be reported in AOCI until the net investment is sold or liquidated.

For qualifying foreign currency derivatives designated as net investment hedges, the change in the fair value of the derivatives are reported in AOCI as part of the cumulative translation adjustment. 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 assessment of effectiveness 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. The earnings recognition of excluded components are presented in other income.

$()$ Amount of Income Reclassified from AOCI into Earnings (1) Cross Currency SwapsAmount of Gain (Loss) Recognized in AOCI on Derivative () Amount of Income Reclassified from AOCI into Earnings (2) Net Investment HedgesCross Currency SwapsAmount of Gain Recognized in AOCI on Derivative Amount of Income Recognized in Earnings (2) (3) Currency Forward AgreementsAmount of Gain (Loss) Recognized in AOCI on Derivative () TotalAmount of Gain (Loss) Recognized in AOCI on Derivative$ $()$ Amount of Income Reclassified from AOCI into Earnings Amount of Income Recognized in Earnings Interest expense, net in accompanying consolidated statements of income and comprehensive income$ $ $ Other income in accompanying consolidated statements of income and comprehensive income $ $ $

(1) Included in “Interest expense, net” in accompanying consolidated statements of income and comprehensive income.

(2) Included in "Other income" in the accompanying consolidated statements of income and comprehensive income.

Credit-risk-related Contingent Features

The Company has an agreement with its interest rate derivative counterparty that contains a provision where if the Company defaults on any of its obligations for borrowed money or credit in an amount exceeding $ million and such default is not waived or cured within a specified period of time, including default where repayment of the

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

million. If the Company breached any of the contractual provisions of these derivative contracts, it would be required to settle its obligations under the agreements at their termination value, which after considering the right of offset, was at December 31, 2024. As of December 31, 2024, the Company had not posted any collateral related to these agreements and was not in breach of any provisions in these agreements.

11.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

$ $ $ Currency Forward Agreements (2)$ $()$ $()Interest Rate Swap Agreements (1)$ $ $ $ 2023:Cross Currency Swaps (1)$ $ $ $ Currency Forward Agreements (2)$ $()$ $()Interest Rate Swap Agreements (1)$ $ $ $

(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.

$ $ $ Investment in joint ventures (2) 2023:Real estate investments, net (3)$ $ $ $

(1) As further discussed in Note 5, during the year ended December 31, 2024, the Company recorded impairment charges of $ million related to real estate investments, net, on theatre properties. Management estimated the fair value of these investments taking into account various factors, including purchase offers, independent appraisals, shortened hold periods and market conditions. The Company determined, based on the inputs, that its valuation of four of these properties with purchase offers were classified as Level 2 of the fair value hierarchy and were measured at fair value. One property was measured at fair value using an independent appraisal, which used a discounted cash flow model. The significant inputs and assumptions used in the real estate appraisal included land valued at approximately $ thousand per acre less demolition costs of approximately $ per square foot of building. These measurements were classified within Level 3 of the fair value hierarchy because many of the assumptions were not observable.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

million related to its investment in unconsolidated real estate joint ventures that own experiential lodging properties located in St. Pete Beach, Florida and unconsolidated real estate joint ventures that own an experiential lodging property located in Breaux Bridge, Louisiana. Management estimated the fair value of these investments, taking into account various factors including implied asset value changes based on discounted cash flow projections and current market conditions. The Company determined, based on the inputs, that its valuation of investment in joint ventures were classified within Level 3 of the fair value hierarchy as many of the assumptions were not observable.

million related to real estate investments, net, on properties. Management estimated the fair values of these investments taking into account various factors including independent appraisals, shortened hold periods and market conditions. The significant inputs and assumptions used in the real estate appraisals included market rents ranging from $ per square foot to $ per square foot, discount rates ranging from % to % and terminal capitalization rates ranging from % to %. 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.

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 December 31, 2024 and 2023:

Mortgage notes receivable and related accrued interest receivable:

The fair value of the Company’s mortgage notes and related accrued interest receivable is estimated by discounting the future cash flows of each instrument using current market rates. At December 31, 2024, the Company had a carrying value of $ million in fixed rate mortgage notes receivable outstanding, including related accrued interest, with a weighted average interest rate of approximately %. The fixed rate mortgage notes bear interest at rates of % to %. Discounting the future cash flows for fixed rate mortgage notes receivable using rates of % to %, management estimates the fair value of the fixed rate mortgage notes receivable to be $ million with an estimated weighted average market rate of % at December 31, 2024.

At December 31, 2023, the Company had a carrying value of $ million in fixed rate mortgage notes receivable outstanding, including related accrued interest, with a weighted average interest rate of approximately %. The fixed rate mortgage notes bear interest at rates of % to %. Discounting the future cash flows for fixed rate mortgage notes receivable using rates of % to %, management estimates the fair value of the fixed rate mortgage notes receivable to be $ million with an estimated weighted average market rate of % at December 31, 2023.

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 December 31, 2024, the Company had a carrying value of $ million in variable rate debt outstanding with an interest rate of approximately %. The carrying value of the variable rate debt outstanding approximates the fair value at December 31, 2024.

At December 31, 2023, the Company had a carrying value of $ million in variable rate debt outstanding with an interest rate of approximately %. The carrying value of the variable rate debt outstanding approximates the fair value at December 31, 2023.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

million of variable rate debt outstanding, discussed above, had been effectively converted to a fixed rate by an interest rate swap agreement. See Note 10 for additional information related to the Company's interest rate swap agreement.

At December 31, 2024, the Company had a carrying value of $ billion in fixed rate long-term debt outstanding with an average weighted interest rate of approximately %. Discounting the future cash flows for fixed rate debt using December 31, 2024 market rates of % to %, management estimates the fair value of the fixed rate debt to be approximately $ billion with an estimated weighted average market rate of % at December 31, 2024.

At December 31, 2023, the Company had a carrying value of $ billion in fixed rate long-term debt outstanding with an average weighted interest rate of approximately %. Discounting the future cash flows for fixed rate debt using December 31, 2023 market rates of % to %, management estimates the fair value of the fixed rate debt to be approximately $ billion with an estimated weighted average market rate of % at December 31, 2023.

12.

years. The securities covered by this registration statement include common shares, preferred shares, debt securities, depository shares, warrants and units. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

Additionally, on June 3, 2022, the Company filed a shelf registration statement with the SEC, which is effective for a term of years, for its Dividend Reinvestment and Direct Share Purchase Plan (DSP Plan), which permits the issuance of up to common shares.

Common Shares

The Company's Board declared cash dividends totaling $ and $ per common share for the years ended December 31, 2024 and 2023, respectively.

$ Return of capital Long-term capital gain

Totals

$ $

(1) Amounts qualify in their entirety as 199A distributions.

During the years ended December 31, 2024 and 2023, the Company issued an aggregate of and common shares under its DSP Plan for net proceeds of $ million and $ million, respectively.

Series C Convertible Preferred Shares

The Company has million outstanding % Series C cumulative convertible preferred shares (Series C preferred shares). The Company will pay cumulative dividends on the Series C preferred shares from the date of original issuance in the amount of $ per share each year, which is equivalent to % of the $ liquidation preference per share. Dividends on the Series C preferred shares are payable quarterly in arrears. The Company does not have the right to redeem the Series C preferred shares except in limited circumstances to preserve the

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

common shares per Series C preferred share, which is equivalent to a conversion price of $ per common share. This conversion ratio may increase over time upon certain specified triggering events including if the Company’s common dividends per share exceed a quarterly threshold of $.

Upon the occurrence of certain fundamental changes, the Company will under certain circumstances increase the conversion rate by a number of additional common shares or, in lieu thereof, may in certain circumstances elect to adjust the conversion rate upon the Series C preferred shares becoming convertible into shares of the public acquiring or surviving company.

The Company may, at its option, cause the Series C preferred shares to be automatically converted into that number of common shares that are issuable at the then prevailing conversion rate. The Company may exercise its conversion right only if, at certain times, the closing price of the Company’s common shares equals or exceeds % of the then prevailing conversion price of the Series C preferred shares.

Owners of the Series C preferred shares generally have no voting rights, except under certain dividend defaults. Upon conversion, the Company may choose to deliver the conversion value to the owners in cash, common shares, or a combination of cash and common shares.

The Company's Board declared cash dividends totaling $ per Series C preferred share for each of the years ended December 31, 2024 and 2023. There were non-cash distributions associated with conversion adjustments of $ and $ per Series C preferred share for the years ended December 31, 2024 and 2023, respectively. The conversion adjustment provision entitles the shareholders of the Series C preferred shares, upon certain quarterly common share dividend thresholds being met, to receive additional common shares of the Company upon a conversion of the preferred shares into common shares. The increase in common shares to be received upon a conversion is a deemed distribution for federal income tax purposes.

$ Return of capital Long-term capital gain

Totals

$ $

(1) Amounts qualify in their entirety as 199A distributions.


	Non-cash Distributions per Share
	2024	2023
Taxable ordinary income (2)	$	$
Return of capital
Long-term capital gain

Totals	$	$

(2) For the years ended December 31, 2024 and 2023, no amounts qualify as 199A distributions.

Series E Convertible Preferred Shares

The Company has million outstanding % Series E cumulative convertible preferred shares (Series E preferred shares). The Company will pay cumulative dividends on the Series E preferred shares from the date of original issuance in the amount of $ per share each year, which is equivalent to % of the $ liquidation preference per share. Dividends on the Series E preferred shares are payable quarterly in arrears. The Company does

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

common shares per Series E preferred share, which is equivalent to a conversion price of $ per common share. This conversion ratio may increase over time upon certain specified triggering events including if the Company’s common dividends per share exceeds a quarterly threshold of $.

Upon the occurrence of certain fundamental changes, the Company will under certain circumstances increase the conversion rate by a number of additional common shares or, in lieu thereof, may in certain circumstances elect to adjust the conversion rate upon the Series E preferred shares becoming convertible into shares of the public acquiring or surviving company.

The Company may, at its option, cause the Series E preferred shares to be automatically converted into that number of common shares that are issuable at the then prevailing conversion rate. The Company may exercise its conversion right only if, at certain times, the closing price of the Company’s common shares equals or exceeds % of the then prevailing conversion price of the Series E preferred shares.

Owners of the Series E preferred shares generally have no voting rights, except under certain dividend defaults. Upon conversion, the Company may choose to deliver the conversion value to the owners in cash, common shares, or a combination of cash and common shares.

The Company's Board declared cash dividends totaling $ per Series E preferred share for each of the years ended December 31, 2024 and 2023. There were no non-cash distributions associated with conversion adjustments per Series E preferred share for both years ended December 31, 2024 and 2023. The conversion adjustment provision entitles the shareholders of the Series E preferred shares, upon certain quarterly common share dividend thresholds being met, to receive additional common shares of the Company upon a conversion of the preferred shares into common shares. The increase in common shares to be received upon a conversion is a deemed distribution for federal income tax purposes.

$ Return of capital Long-term capital gain

Totals

$ $

(1) Amounts qualify in their entirety as 199A distributions.

Series G Preferred Shares

The Company has million outstanding % Series G cumulative redeemable preferred shares (Series G preferred shares). The Company will pay cumulative dividends on the Series G preferred shares from the date of original issuance in the amount of $ per share each year, which is equivalent to % of the $ liquidation preference per share. Dividends on the Series G preferred shares are payable quarterly in arrears. The Company may, at its option, redeem the Series G preferred shares in whole at any time or in part from time to time by paying $ per share, plus any accrued and unpaid dividends up to, but not including the date of redemption. The Series G preferred shares have no stated maturity and will not be subject to any sinking fund or mandatory redemption. The Series G preferred shares are not convertible into any of the Company's securities, except under certain circumstances in connection with a change of control. Owners of the Series G preferred shares generally have no voting rights except under certain dividend defaults.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

per Series G preferred share for each of the years ended December 31, 2024 and 2023. For tax purposes, the amounts characterized as ordinary income, return of capital and long-term capital gain for cash distributions paid per Series G preferred share for the years ended December 31, 2024 and 2023 are as follows:


	Cash Distributions per Share
	2024	2023
Taxable ordinary income (1)	$	$
Return of capital
Long-term capital gain
Totals	$	$

(1) Amounts qualify in their entirety as 199A distributions.

13.

Less: preferred dividend requirements()Net income available to common shareholders$ $ Diluted EPS:Net income available to common shareholders$ Effect of dilutive securities:Share options and performance share units— Net income available to common shareholders$ $

Year Ended December 31, 2023

Income
(numerator)

Shares
(denominator)

Per Share
Amount

Basic EPS:

Net income

Less: preferred dividend requirements

()

Net income available to common shareholders

Diluted EPS:

Net income available to common shareholders

Effect of dilutive securities:

Share options and performance share units

—

Net income available to common shareholders

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

The effect of the potential common shares from the conversion of the Company’s convertible preferred shares and from the exercise of share options are 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 are 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 million common shares that would result from the conversion of the Company’s % Series C cumulative convertible preferred shares and the corresponding add-back of the preferred dividends declared on those shares for each of the years ended December 31, 2024, 2023 and 2022.

•The additional million common shares that would result from the conversion of the Company’s % Series E cumulative convertible preferred shares and the corresponding add-back of the preferred dividends declared on those shares for each of the years ended December 31, 2024, 2023 and 2022.

•Outstanding options to purchase thousand, thousand and thousand common shares at per share prices ranging from $ to $ for the years ended December 31, 2024, 2023 and 2022, respectively.

•The effect of thousand contingently issuable performance share units granted during 2024 for the year ended December 31, 2024.

•The effect of thousand contingently issuable performance share units granted during 2022 and thousand contingently issuable performance share units granted during 2020 for the year ended December 31, 2022.

14.

million, which included cash payments totaling $ million and accelerated vesting of nonvested shares totaling $ million.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

15.

common shares, options to purchase common shares and restricted share units, subject to adjustment in the event of certain capital events, may be granted. Additionally, the 2020 Long Term Incentive Plan (2020 LTIP) is a sub-plan under the Company's 2016 Equity Incentive Plan. Under the 2020 LTIP, the Company awards performance share units and restricted shares to the Company's executive officers. At December 31, 2024, there were shares available for grant under the 2016 Equity Incentive Plan.

Nonvested Shares

$ Granted Vested()

Outstanding at December 31, 2024

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 $ million, $ million, and $ million for the years ended December 31, 2024, 2023 and 2022, 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 $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively. Expense related to nonvested shares and included in "Retirement and severance expense" in the accompanying consolidated statements of income and comprehensive income was $ million and $ million for the years ended December 31, 2024 and 2023, respectively. At December 31, 2024, unamortized share-based compensation expense related to nonvested shares was $ million and will be recognized in future periods as follows (in thousands):


			Amount
Year:
2025			$
2026
2027
Total			$

Nonvested Performance Share Units

$ Granted Vested (2)()

Outstanding at December 31, 2024

(1) The grant date fair value was determined utilizing (i) a Monte Carlo simulation model to generate an estimate of the Company's future stock 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 Compounded 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, 2021 resulted in a performance payout percentage of % for both the Company's TSR relative to

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

% for the Company's CAGR in AFFO per share over the three-year performance period. The achievement of the performance conditions and the above payout percentages resulted in the issuance of common shares and common shares from dividend equivalents. The fair value of the performance share units and dividend equivalents that vested was $ million.

The number of common shares issuable upon settlement of the performance share units granted during the years ended December 31, 2024, 2023 and 2022 will be based upon the Company's achievement level relative to the following performance measures over a three-year performance period ending December 31, 2026, 2025 and 2024, respectively. The Company's achievement level relative to the performance measures is assigned a specific payout percentage which is multiplied by the target number of performance share units.


Granted during the years ended December 31,	TSR vs. Triple-Net Peer Group		TSR vs. MSCI US REIT Index		CAGR in AFFO per share growth
2022		%		%		%
2023		%		%		%
2024		%		%		%

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 $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively. The estimated fair value is amortized to expense over the vesting period, which ends on December 31, 2026, 2025 and 2024 for performance share units granted in 2024, 2023 and 2022, 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 years ended December 31, 2024, 2023 and 2022, respectively: risk-free interest rate of %, % and %, volatility factors in the expected market price of the Company's common shares of %, % and % and an expected life of approximately .

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 December 31, 2024, achievement of the performance condition was deemed probable for the performance share units granted during the year ended December 31, 2022 with an expected payout percentage of %, which resulted in a grant date fair value of approximately $ million. Achievement of the performance condition for the performance share units granted during the years ended December 31, 2024 and 2023 was deemed not probable at December 31, 2024.

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 $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, 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 $ million for the year ended December 31, 2024.

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

million and will be recognized in future periods as follows (in thousands):


			Amount
Year:
2025			$
2026

Total			$

The performance share units accrue dividend equivalents, that are paid only if common shares are issued upon settlement of the performance share units. During the years ended December 31, 2024 and 2023, the Company accrued dividend equivalents expected to be paid on earned awards of $ million and $ million, respectively. During the year ended December 31, 2024, the Company paid dividend equivalents of $ million related to the issuance of the performance share units granted during the year ended December 31, 2021. dividend equivalents were paid for the year ended December 31, 2023 as the performance conditions for the performance share units granted during the year ended December 31, 2020 were not achieved.

Restricted Share Units

$ Granted Vested()

Outstanding at December 31, 2024

The holders of restricted share units receive dividend equivalents from the date of grant. Total expense recognized related to shares issued to non-associate Trustees and included in "General and administrative expense" in the accompanying consolidated statements of income and comprehensive income was $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively. At December 31, 2024, unamortized share-based compensation expense related to restricted share units was $ thousand, which will be recognized in 2025.

Share Options

Share options have exercise prices equal to the fair market value of a common share at the date of grant and have a term of years. The Company generally issues new common shares upon option exercise.

$ — $ $ Exercised() — Outstanding at December 31, 2022 $ — $ $ Forfeited/Expired() — Outstanding at December 31, 2023 $ — $ $

million.

Operating office leaseWeighted-average discount rateOperating ground leases % %Operating office lease % %

17.

development projects with commitments to fund an aggregate of approximately $ million. The Company advances development costs in periodic draws. If the Company determines that construction is not being completed 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 and notes receivable 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 events outside of its direct control. As of December 31, 2024, the Company had mortgage notes with commitments totaling approximately $ million. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.

surety bonds outstanding totaling $ million.

102

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

18.

reportable segments: Experiential and Education.

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

$ $ $ As of December 31, 2023ExperientialEducationCorporate/UnallocatedConsolidatedTotal Assets$ $ $ $

Operating Data:

For the Year Ended December 31, 2024

Experiential

Education

Corporate/Unallocated

Consolidated

Rental revenue

Other income

Mortgage and other financing income

Total revenue

Property operating expense

Other expense

Total investment expenses

Net operating income (loss) - before unallocated items

()

Reconciliation to Consolidated Statements of Income and Comprehensive Income:

General and administrative expense

()

Retirement and severance expense

()

Transaction costs

()

(Provision) benefit for credit losses, net

()

Impairment charges

()

Depreciation and amortization

()

Gain on sale of real estate

Costs associated with loan refinancing or payoff

()

Interest expense, net

()

Equity in loss from joint ventures

()

Impairment charges on joint ventures

()

Income tax expense

()

Net income

Preferred dividend requirements

()

Net income available to common shareholders of EPR Properties

103

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

$ $ $ Other income Mortgage and other financing income Total revenue Property operating expense Other expense Total investment expenses Net operating income - before unallocated items Reconciliation to Consolidated Statements of Income and Comprehensive Income:General and administrative expense()Severance expense()Transaction costs()(Provision) benefit for credit losses, net()Impairment charges()Depreciation and amortization()Loss on sale of real estate()Interest expense, net()Equity in loss from joint ventures()Income tax expense()Net income Preferred dividend requirements()Net income available to common shareholders of EPR Properties$

For the Year Ended December 31, 2022

Experiential

Education

Corporate/Unallocated

Consolidated

Rental revenue

Other income

Mortgage and other financing income

Total revenue

Property operating expense

()

Other expense

()

Total investment expenses

()

Net operating income - before unallocated items

Reconciliation to Consolidated Statements of Income and Comprehensive Income:

General and administrative expense

()

Transaction costs

()

(Provision) benefit for credit losses, net

()

Impairment charges

()

Depreciation and amortization

()

Gain on sale of real estate

Interest expense, net

()

Equity in loss from joint ventures

()

Impairment charges on joint ventures

()

Income tax expense

()

Net income

Preferred dividend requirements

()

Net income available to common shareholders of EPR Properties

104

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

EPR Properties

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2024

(Dollars in thousands)

$ $ $ $ $ $ $()11/97 years ()11/97 years ()11/97 years ()11/97 years ()11/97 years ()11/97 years () ()02/98 years ()03/98 years ()04/98 years ()06/98 years ()08/98 years ()08/98 years ()11/98 years ()12/98 years ()12/98 years ()12/99 years ()06/99 years ()03/02 years ()03/02 years ()03/02 years ()03/02 years ()03/02 years ()06/02 years ()06/02 years ()06/02 years ()08/02 years ()10/02 years ()12/02 years ()03/03 years ()06/03 years ()11/03 years ()03/04 years ()03/04 years ()03/04 years ()07/04 years ()07/04 years ()11/04 years ()12/04 years ()12/04 years

105

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

()02/05 years ()03/05 years ()06/05 years ()06/05 years ()09/05 years ()12/05 years () ()12/05 years ()12/05 years ()12/05 years ()03/06 years ()03/06 years ()04/06 years ()07/06 years ()08/06 years ()12/06 years ()12/06 years ()05/07 years ()08/07 years ()11/07 years ()10/08 years ()12/09 years ()12/09 years ()12/09 years ()12/09 years ()12/09 years ()12/09 years ()12/09 years ()12/09 years ()12/09 years ()12/09 years ()12/09 years () ()12/09 years ()12/09 years ()12/09 years ()12/09 years ()06/10 years ()06/10 years ()06/10 years ()06/10 years ()06/10 years ()06/10 years ()06/10 years ()06/10 years ()06/10 years ()06/10 years ()06/10 years

106

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

() 03/11 years ()03/11 years () 03/11 years ()03/11 years ()04/11 years () ()03/12n/a ()06/12 years ()09/12 years ()09/12 years ()11/12 years ()02/13 years ()08/13 years ()09/13 years ()10/13 years () ()10/13 years ()08/13 years ()04/14 years ()04/14 years ()04/14 years ()04/14 years ()04/14 years ()04/14 years () ()12/14 years ()02/15 years ()02/15 years ()05/15 years ()05/15 years ()07/15 years ()06/16 years ()06/16 years ()06/16 years ()06/16 years ()06/16 years ()07/16 years ()10/16 years ()11/16 years ()02/17 years ()05/17 years ()05/17 years () ()08/17 years ()08/17 years ()08/17 years ()01/18 years ()03/18 years ()06/18 years () ()12/18 years

107

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

()01/19 years () ()03/19 years ()03/19 years ()03/19 years ()06/19 years ()06/19 years ()06/19 years ()06/19 years () 06/19 years ()06/19 years () 06/19n/a ()06/19 years ()06/19 years ()06/19 years ()06/19 years ()06/19 years ()06/19 years ()06/19 years ()06/19 years ()06/19 years () ()10/19 years ()10/19 years ()10/19 years ()12/19 years ()03/20 years ()03/20 years ()06/99 years ()10/03 years ()03/04 years ()03/04 years ()03/04 years ()03/04 years ()03/05 years ()07/11 years ()02/12 years ()02/12 years ()02/12 years ()03/12 years ()09/12 years () ()12/12 years () ()05/13 years ()06/13 years ()07/13 years ()10/13 years ()12/13 years

108

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

() ()02/14 years () ()02/14 years ()05/14 years ()06/14 years ()06/14 years ()06/14 years () ()08/14 years () ()09/14 years ()11/14 years () ()12/14 years ()04/15 years () ()09/15 years () ()10/15 years () ()11/15 years ()01/16 years ()02/16 years () ()04/16 years ()05/16 years ()08/16 years ()12/16 years ()12/16 years () ()08/17 years () ()08/17 years ()02/18 years () ()07/18 years ()12/18 years () ()12/18 years ()06/18 years ()09/18 years ()06/19 years ()06/20 years ()03/21 years ()12/21 years ()02/22 years ()11/05 years ()09/13 years ()04/17 years ()07/10 years ()05/15 years ()02/17 years ()03/17 years ()04/17 years

109

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

()04/17 years ()04/17 years ()04/17 years ()04/17 years ()04/17 years ()04/17 years ()04/17 years () ()04/17 years ()04/17 years ()04/17 years ()04/17 years ()04/17 years ()08/17 years ()10/17 years ()06/22 years ()06/22 years ()03/24 years ()04/20 years ()03/17 years ()09/17 years ()01/18 years ()06/18 years ()02/22 years ()08/22 years ()02/23 years ()12/23 years ()07/10 years ()12/18 years ()03/13 years ()06/13 years ()08/13 years ()01/14 years ()03/14 years ()07/14 years ()07/14 years ()11/14 years ()07/15 years

110

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

()07/15 years ()08/15 years ()08/15 years ()09/15 years ()12/15 years ()04/16 years () ()06/16 years ()08/16 years ()08/16 years ()11/16 years () ()11/16 years () ()11/16 years ()12/16 years ()12/16 years ()12/16 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years () ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()02/17 years ()02/17 years ()02/17 years ()03/17 years ()06/17 years ()01/18 years ()02/18 years ()02/18 years ()09/18 years ()09/18 years

111

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

()06/19 years ()08/19 years ()02/14 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years ()01/17 years n/an/a n/an/a — — — — — — — n/an/a n/an/a()— — — — — — — n/an/a$ $ $ $ $ $ $ $()

112

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

EPR Properties

Schedule III - Real Estate and Accumulated Depreciation (continued)

Reconciliation

(Dollars in thousands)

December 31, 2024

Acquisition and development of real estate investments during the year Disposition of real estate investments during the year()Impairment of real estate investments during the year()Balance at close of year$ Accumulated Depreciation:Reconciliation:Balance at beginning of the year$ Depreciation during the year Disposition of real estate investments during the year()Impairment of real estate investments during the year()Balance at close of year$

See accompanying report of independent registered public accounting firm.

113

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Evaluation of disclosure controls and procedures

As of December 31, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the effectiveness of controls

Our disclosure controls were designed to provide reasonable assurance that the controls and procedures would meet their objectives. Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable assurance of achieving the designed control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Because of the inherent limitations in a cost-effective, maturing control system, misstatements due to error or fraud may occur and not be detected.

Change in internal controls

There have not been any changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control–Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2024. KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued a report on the effectiveness of our internal control over financial reporting, which is included in Item 8.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements, errors or fraud. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of or compliance with the policies or procedures may deteriorate.

114

EPR PROPERTIES

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

Item 9B. Other Information

During the three months ended December 31, 2024, "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K, was adopted or terminated by any trustee or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The Company’s definitive Proxy Statement for its Annual Meeting of Shareholders to be held on May 6, 2025 (the “Proxy Statement”), will contain under the captions “Election of Trustees”, “Company Governance”, “Executive Officers” and "Delinquent Section 16(a) Reports" the information required by Item 10 of this Annual Report on Form 10-K, which information is incorporated herein by this reference.

Code of Conduct

We have adopted a Code of Business Conduct and Ethics that applies to our Chief Executive Officer, Chief Financial Officer, and all other officers, associates and trustees. The Code of Business Conduct and Ethics may be viewed on our website at www.eprkc.com. Changes to and waivers granted with respect to the Code of Business Conduct and Ethics required to be disclosed pursuant to applicable rules and regulations will be posted on our website.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale and other disposition of our securities by trustees, officers and associates that is designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE listing standards, as well as procedures designed to further the foregoing purposes. In addition, the Insider Trading Policy requires the Company to comply with applicable laws and regulations relating to trading in its securities. A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.

Item 11. Executive Compensation

The Proxy Statement will contain under the captions “Election of Trustees”, “Executive Compensation”, “Compensation Committee Report”, and "Grant Practices Regarding Equity", the information required by Item 11 of this Annual Report on Form 10-K, which information is incorporated herein by this reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The Proxy Statement will contain under the captions “Share Ownership” and “Equity Compensation Plan Information” the information required by Item 12 of this Annual Report on Form 10-K, which information is incorporated herein by this reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The Proxy Statement will contain under the captions “Transactions Between the Company and Trustees, Officers or their Affiliates,” “Election of Trustees” and “Additional Information Concerning the Board of Trustees” the information required by Item 13 of this Annual Report on Form 10-K, which information is incorporated herein by this reference.

Item 14. Principal Accounting Fees and Services

The Proxy Statement will contain under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” the information required by Item 14 of this Annual Report on Form 10-K, which information is incorporated herein by this reference.

PART IV

115

Item 15. Exhibits and Financial Statement Schedules

(1) Financial Statements: See Part II, Item 8 hereof

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

Notes to Consolidated Financial Statements

The report of EPR Properties' independent registered public accounting firm (PCAOB ID: ) with respect to the above-referenced financial statements and their report on internal control over financial reporting are included in Item 8 of this Form 10-K. Their consent appears as Exhibit 23 of this Form 10-K.

(2)Financial Statement Schedules: See Part II, Item 8 hereof

Schedule III – Real Estate and Accumulated Depreciation

(3)Exhibits

The Company has incorporated by reference certain exhibits as specified below pursuant to Rule 12b-32 under the Exchange Act.


Exhibit No.			Description

3.1			Composite of Amended and Restated Declaration of Trust of the Company (inclusive of all amendments through May 26, 2023), which is attached as Exhibit 3.1 to the Company's Form 10-Q (Commission File No. 001-13561) filed on August 3, 2023, is hereby incorporated by reference as Exhibit 3.1

3.2			Articles Supplementary designating the powers, preferences and rights of the 5.750% Series C Cumulative Convertible Preferred Shares, which is attached as Exhibit 3.2 to the Company's Form 8-K (Commission File No. 001-13561) filed on December 21, 2006, is hereby incorporated by reference as Exhibit 3.2

3.3			Articles Supplementary designating powers, preferences and rights of the 9.000% Series E Cumulative Convertible Preferred Shares, which is attached as Exhibit 3.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on April 2, 2008, is hereby incorporated by reference as Exhibit 3.3

3.4			Articles Supplementary designating the powers, preferences and rights of the 5.750% Series G Cumulative Redeemable Preferred Shares, which is attached as Exhibit 3.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on November 30, 2017, is hereby incorporated by reference as Exhibit 3.4

3.5			Amended and Restated Bylaws of the Company (inclusive of all amendments through May 30, 2019), which is attached as Exhibit 3.2 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 30, 2019, is hereby incorporated by reference as Exhibit 3.5

4.1			Form of share certificate for common shares of beneficial interest of the Company, which is attached as Exhibit 4.3 to the Company's Registration Statement on Form S-3ASR (Registration No. 333-35281), filed on June 3, 2013, is hereby incorporated by reference as Exhibit 4.1

4.2			Form of 5.750% Series C Cumulative Convertible Preferred Shares Certificate, which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on December 21, 2006, is hereby incorporated by reference as Exhibit 4.2

4.3			Form of 9.000% Series E Cumulative Convertible Preferred Shares, which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on April 2, 2008, is hereby incorporated by reference as Exhibit 4.3

4.4			Form of 5.750% Series G Cumulative Redeemable Preferred Shares Certificate, which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on November 30, 2017, is hereby incorporated by reference as Exhibit 4.4

116


4.5			Indenture, dated March 16, 2015, by and among the Company, certain of its subsidiaries, and UMB Bank, n.a., as trustee (including the form of 4.500% Senior Notes due 2025 included as Exhibit A thereto), which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on March 16, 2015, is hereby incorporated by reference as Exhibit 4.5

4.6			Indenture, dated December 14, 2016, by and among the Company, certain of its subsidiaries, and UMB Bank, n.a., as trustee (including the form of 4.750% Senior Notes due 2026 included as Exhibit A thereto), which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on December 14, 2016, is hereby incorporated by reference as Exhibit 4.6

4.7			Indenture, dated May 23, 2017, by and among the Company, certain of its subsidiaries, and UMB Bank, n.a., as trustee (including the form of 4.500% Senior Notes due 2027 included as Exhibit A thereto), which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 23, 2017, is hereby incorporated by reference as Exhibit 4.7

4.8			Indenture, dated April 16, 2018, by and between the Company and UMB Bank, n.a., as trustee (including the form of 4.950% Senior Notes due 2028 included as Exhibit A thereto), which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on April 16, 2018, is hereby incorporated by reference as Exhibit 4.8

4.9			Indenture, dated August 15, 2019, between the Company and UMB Bank, n.a., as trustee (including the form of 3.750% Senior Note due 2029 included as Exhibit A thereto), which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on August 15, 2019, is hereby incorporated by reference as Exhibit 4.9

4.10			Indenture, dated October 27, 2021, between the Company and UMB Bank, n.a., as trustee (including the form of 3.600% Senior Note due 2031 included as Exhibit A thereto), which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on October 27, 2021, is hereby incorporated by reference as Exhibit 4.10

4.11.1			Note Purchase Agreement, dated August 1, 2016, by and among the Company and the purchasers named therein, which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on August 3, 2016, is hereby incorporated by reference as Exhibit 4.11.1

4.11.2			First Amendment to Note Purchase Agreement, dated September 27, 2017, by and among the Company and the purchasers named therein, which is attached as Exhibit 10.2 to the Company's Form 8-K (Commission File No. 001-13561) filed on September 27, 2017, is hereby incorporated as Exhibit 4.11.2

4.11.3			Second Amendment to Note Purchase Agreement, dated June 29, 2020, by and among the Company and the purchasers named therein, which is attached as Exhibit 10.2 to the Company's Form 10-Q (Commission File No. 001-13561) filed on August 6, 2020, is hereby incorporated by reference as Exhibit 4.11.3

4.11.4			Third Amendment to Note Purchase Agreement, dated December 24, 2020, by and among the Company and the purchasers named therein, which is attached as Exhibit 4.11.4 to the Company's Form 10-K (Commission File No. 001-13561) filed on February 25, 2021, is hereby incorporated by reference as Exhibit 4.11.4

4.11.5			Fourth Amendment to Note Purchase Agreement, dated January 14, 2022, by and among the Company and the purchasers named therein, which is attached as Exhibit 4.11.5 to the Company's Form 10-K (Commission File No. 001-13561) filed on February 23, 2022, is hereby incorporated by reference as Exhibit 4.11.5

4.12			Description of Securities Registered under Section 12 of the Exchange Act, which is attached as Exhibit 4.12 to the Company's Form 10-K (Commission File No. 001-13561) filed on February 29, 2024, is hereby incorporated by reference as Exhibit 4.12

10.1.1			Third Amended, Restated and Consolidated Credit Agreement, dated as of October 6, 2021, by and among the Company, as borrower, KeyBank National Association, as administrative agent, and the other agents and lenders party thereto, which is attached as Exhibit 10.1.1 to the Company's Form 10-Q (Commission File No. 001-13561) filed on October 6, 2021, is hereby incorporated by reference as Exhibit 10.1.1

10.1.2			Amendment No. 1 to Third Amended, Restated and Consolidated Credit Agreement, dated February 17, 2023, by and among the Company, as borrower, KeyBank National Association, as administrative agent, and the other agents and lenders party thereto, which is attached as Exhibit 10.1.2 to the Company's Form 10-K (Commission File No. 001-13561) filed on February 23, 2023, is hereby incorporated by reference as Exhibit 10.1.2

117


10.1.3			Amendment No. 2 to Third Amended, Restated and Consolidated Credit Agreement, dated July 3, 2024, by and among the Company, as borrower, KeyBank National Association, as administrative agent, and the other agents and lenders party thereto, which is attached as Exhibit 10.1 to the Company's Form 10-Q (Commission File No. 001-13561) filed on August 1, 2024, is hereby incorporated by reference as Exhibit 10.1.3

10.2*			Form of Indemnification Agreement entered into between the Company and each of its trustees and officers, is attached hereto as Exhibit 10.2

10.3*			Deferred Compensation Plan for Non-Employee Trustees, which is attached as Exhibit 10.10 to Amendment No. 2, filed on November 5, 1997, to the Company's Registration Statement on Form S-11 (Registration No. 333-35281), is hereby incorporated by reference as Exhibit 10.3

10.4*			2007 Equity Incentive Plan, as amended, which is attached as Exhibit 10.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 15, 2013, is hereby incorporated by reference as Exhibit 10.4

10.5*			Form of 2007 Equity Incentive Plan Nonqualified Share Option Agreement for Employee Trustees, which is attached as Exhibit 10.2 to the Company's Registration Statement on Form S-8 (Registration No. 333-142831) filed on May 11, 2007, is hereby incorporated by reference as Exhibit 10.5

10.6*			Form of 2007 Equity Incentive Plan Nonqualified Share Option Agreement for Non-Employee Trustees, which is attached as Exhibit 10.3 to the Company's Registration Statement on Form S-8 (Registration No. 333-142831) filed on May 11, 2007, is hereby incorporated by reference as Exhibit 10.6

10.7*			Form of 2007 Equity Incentive Plan Restricted Shares Agreement for Employees, which is attached as Exhibit 10.4 to the Company's Registration Statement on Form S-8 (Registration No. 333-142831) filed on May 11, 2007, is hereby incorporated by reference as Exhibit 10.7

10.8*			Form of 2007 Equity Incentive Plan Restricted Shares Agreement for Non-Employee Trustees, which is attached as Exhibit 10.3 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 20, 2009, is hereby incorporated by reference as Exhibit 10.8

10.9*			EPR Properties 2016 Equity Incentive Plan (as amended and restated effective May 28, 2021), which is attached as Exhibit 10.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on June 1, 2021, is hereby incorporated by reference as Exhibit 10.9

10.10*			Form of 2016 Equity Incentive Plan Incentive and Nonqualified Share Option Award Agreement for Employees, which is attached as Exhibit 10.2 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.10

10.11*			Form of 2016 Equity Incentive Plan Restricted Shares Award Agreement for Employees, which is attached as Exhibit 10.3 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.11

10.12*			Form of 2016 Equity Incentive Plan Restricted Share Unit Award Agreement for Non-Employee Trustees, which is attached as Exhibit 10.4 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.12

10.13*			Annual Performance-Based Incentive Plan, which is attached as Exhibit 10.1 to the Company's 8-K (Commission File No. 001-13561) filed on June 2, 2017, is hereby incorporated by reference as Exhibit 10.13

10.14*			EPR Properties Employee Severance Plan (as amended June 1, 2018), which is attached as Exhibit 10.1 to the Company's Form 10-Q (Commission File No. 001-13561) filed on July 31, 2018, is hereby incorporated by reference as Exhibit 10.14

10.15*			EPR Properties Employee Severance and Retirement Vesting Plan (effective July 31, 2020), which is attached as Exhibit 10.15 to the Company's Form 10-K (Commission File No. 001-13561) filed on February 25, 2020, is hereby incorporated by reference as Exhibit 10.15

10.16*			2020 Long Term Incentive Plan, which is attached as Exhibit 10.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on February 26, 2020, is hereby incorporated by reference as Exhibit 10.16

10.17*			Form of Performance Shares Awards Agreement under the 2020 Long Term Incentive Plan, which is attached as Exhibit 10.2 to the Company's Form 8-K (Commission File No. 001-13561) filed on February 26, 2020, is hereby incorporated by reference as Exhibit 10.17

118


10.18*			Form of Restricted Shares Award Agreement under the 2020 Long Term Incentive Plan, which is attached as Exhibit 10.3 to the Company's Form 8-K (Commission File No. 001-13561) filed on February 26, 2020, is hereby incorporated by reference as Exhibit 10.18

10.19*			Retirement and Release Agreement, dated as of February 26, 2023, by and between the Company and Craig L. Evans, which is attached as Exhibit 10.1 to the Company's Form 10-Q (Commission File No. 001-13561) filed on May 2, 2024, is hereby incorporated by reference as Exhibit 10.19

10.2 0			Fourth Amended, Restated and Consolidated Credit Agreement, dated as of September 19, 2024, by and among the Company, as borrower, KeyBank National Association, as administrative agent, and the other agents and lenders party thereto, which is attached as Exhibit 10.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on September 23, 2024, is hereby incorporated by reference as Exhibit 10.20

19			Insider Trading Policy is attached hereto as Exhibit 19

21			The list of the Company's Subsidiaries is attached hereto as Exhibit 21

23			Consent of KPMG LLP is attached hereto as Exhibit 23

24			Power of Attorney (included in signature page)

31.1			Certification of Gregory K. Silvers pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is attached hereto as Exhibit 31.1

31.2			Certification of Mark A. Peterson pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is attached hereto as Exhibit 31.2

32.1			Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 32.1

32.2			Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 32.2

97.1			Policy relating to the Recovery of Erroneously Awarded Compensation is attached hereto as Exhibit 97.1

101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH			Inline XBRL Taxonomy Extension Schema

101.CAL			Inline XBRL Extension Calculation Linkbase

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase

104			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Management contracts or compensatory plans

PLEASE NOTE: Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed or incorporated by reference the agreements referenced above as exhibits to this Annual Report on Form 10-K. The agreements have been filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Company or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Company or its business or operations on the date hereof.

119

Item 16. Form 10-K Summary

None.

120

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EPR Properties

Dated:

February 27, 2025

/s/ Gregory K. Silvers

Gregory K. Silvers, Chairman, President and Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

Know all persons by these presents, that each person whose signature appears below constitutes and appoints Gregory K. Silvers, Mark A. Peterson and Paul R. Turvey, and each of them, as his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature and Title						Date

/s/ Gregory K. Silvers						February 27, 2025
Gregory K. Silvers, Chairman, President, Chief Executive Officer (Principal Executive Officer) and Trustee

/s/ Mark A. Peterson						February 27, 2025
Mark A. Peterson, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

/s/ Tonya L. Mater						February 27, 2025
Tonya L. Mater, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

/s/ Peter C. Brown						February 27, 2025
Peter C. Brown, Trustee

/s/ William P. Brown						February 27, 2025
William P. Brown, Trustee

/s/ John P. Case						February 27, 2025
John P. Case, Trustee

/s/ James B. Connor						February 27, 2025
James B. Connor, Trustee

/s/ Virginia E. Shanks						February 27, 2025
Virginia E. Shanks, Trustee

/s/ Robin P. Sterneck						February 27, 2025
Robin P. Sterneck, Trustee

/s/ Lisa G. Trimberger						February 27, 2025
Lisa G. Trimberger, Trustee

/s/ Caixia Ziegler						February 27, 2025
Caixia Ziegler, Trustee

121

EPR PROPERTIES - Annual Report: 2024 (Form 10-K)

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