EPR

EPR Properties Form 8-K Summary

Business Context and Reporting Period

Company: EPR Properties
Filing Date: November 13, 2025
Event: Completion of a public offering of senior notes.

Key Financial Metrics and Debt Structure

This filing details a new debt issuance rather than operational financial results (revenue, profit, or cash flow).

• New Debt Issuance: $550 million aggregate principal amount of 4.750% Senior Notes due 2030.
• Interest Rate: 4.750% per annum, payable semi-annually in arrears.
• First Interest Payment: May 15, 2026.
• Maturity Date: November 15, 2030.
• Security Status: Senior unsecured obligations; rank equally with existing senior indebtedness (including notes due 2026, 2027, 2028, 2029, and 2031).
• Subordination: Effectively subordinated to secured indebtedness and structurally subordinated to subsidiary liabilities.

Material Changes and Covenants

The issuance of the 2030 Notes represents a material increase in the Company's unsecured debt obligations. The Indenture imposes specific negative covenants on the Company and its restricted subsidiaries, including:

• Limits on incurring additional indebtedness.
• Limits on consolidating, merging, or transferring substantially all assets.
• Asset Coverage Requirement: Must maintain total unencumbered assets of at least 150% of unsecured debt.

Redemption Terms and Risks

Redemption Options:

• The Company may redeem notes prior to maturity at a price equal to the greater of the make-whole price (present value of remaining payments discounted at the Treasury Rate plus 20 basis points) or 100% of principal plus accrued interest.
• Redemption on or after October 15, 2030, is permitted at 100% of principal plus accrued interest.

Events of Default:

• Bankruptcy, insolvency, or reorganization events trigger immediate payment of principal and accrued interest.
• Other continuing events of default allow the Trustee or holders of 25% of outstanding notes to declare the debt due immediately.

Guarantees: No subsidiaries initially guarantee the notes, though certain domestic subsidiaries may be obligated to do so under specific circumstances defined in the Indenture.

Investor Verification Checklist

• Verify the total unsecured debt load post-issuance to ensure compliance with the 150% unencumbered asset coverage covenant.
• Review the full Indenture (Exhibit 4.1) for specific definitions of "restricted subsidiaries" and conditions triggering subsidiary guarantees.
• Confirm the impact of the new 4.750% interest rate on the Company's overall weighted average cost of debt compared to existing notes.
• Assess the Company's liquidity position to ensure it can meet the first interest payment of $13.125 million due May 15, 2026.