8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2025

EPR Properties

(Exact name of registrant as specified in its charter)

Maryland

001-13561

43-1790877

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

(Address of principal executive office)(Zip Code)

(816) 472-1700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common shares, par value $0.01 per share	EPR	New York Stock Exchange
5.75% Series C cumulative convertible preferred shares, par value $0.01 per share	EPR PrC	New York Stock Exchange
9.00% Series E cumulative convertible preferred shares, par value $0.01 per share	EPR PrE	New York Stock Exchange
5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share	EPR PrG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Agreement.

On November 13, 2025, EPR Properties (the “Company”) completed the public offering of $550 million aggregate principal amount of the Company’s 4.750% Senior Notes due 2030 (the “2030 Notes”). The 2030 Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s shelf registration statement on Form S-3ASR (File No. 333-287744), as supplemented by the prospectus supplement dated November 3, 2025, previously filed with the Securities and Exchange Commission under the Securities Act.

The 2030 Notes were issued pursuant to an indenture, dated as of November 13, 2025 (the “Indenture”), between the Company and UMB Bank, n.a., as trustee (the “Trustee”).

The 2030 Notes are senior unsecured obligations of the Company. The 2030 Notes rank equal in right of payment with all of the Company’s existing and future senior indebtedness, including the Company’s unsecured revolving credit facility, 4.560% Senior Notes due 2026, 4.750% Senior Notes due 2026, 4.500% Senior Notes due 2027, 4.950% Senior Notes due 2028, 3.750% Senior Notes due 2029 and 3.600% Senior Notes due 2031, and rank senior in right of payment to any of the Company’s existing and future indebtedness that is subordinated to the 2030 Notes. The 2030 Notes are effectively subordinated to all of the Company’s existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The 2030 Notes are structurally subordinated to all liabilities of any of the Company’s subsidiaries. None of the Company’s subsidiaries will initially guarantee the 2030 Notes. However, certain of the Company’s domestic subsidiaries will be obligated to guarantee the 2030 Notes under certain circumstances as further described in the Indenture.

The 2030 Notes accrue interest at a rate of 4.750% per year from November 13, 2025, payable semi-annually in arrears, until maturity or earlier redemption. The Company will pay interest on the 2030 Notes on May 15 and November 15 of each year, beginning May 15, 2026, to holders of record on the preceding May 1 and November 1, as the case may be. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. The 2030 Notes will mature on November 15, 2030 (the “Maturity Date”), unless earlier redeemed by the Company at its option.

The Company may redeem some or all of the 2030 Notes at a redemption price equal to the greater of (i)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis at the Treasury Rate (as defined in the Indenture) plus 20 basis points less (b) interest accrued to the date of redemption and (ii) 100% of the principal amount of the 2030 Notes to be

redeemed plus, in either case, accrued and unpaid interest to, but excluding, the redemption date. If the 2030 Notes are redeemed on or after October 15, 2030 (one month prior to the Maturity Date), the Company may redeem some or all of the 2030 Notes at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, up to, but excluding, the redemption date.

The Company and its restricted subsidiaries are subject to certain negative covenants under the Indenture. The provisions of the Indenture limit the Company’s and its restricted subsidiaries’ ability to, among other things, (i) incur additional indebtedness and (ii) consolidate, merge or transfer substantially all of their assets. The Company and its restricted subsidiaries must also maintain total unencumbered assets of at least 150% of their unsecured debt.

The Indenture also contains customary events of default. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal of and accrued and unpaid interest, if any, on all outstanding 2030 Notes will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs and is continuing, the Trustee or holders of not less than 25% in principal amount of the then outstanding 2030 Notes may declare all of the Notes due and payable immediately.

The foregoing descriptions of the Indenture and the 2030 Notes do not purport to be complete and are subject to, and qualified in their entirety by, reference to the Indenture and form of Note, which are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included under Item 1.01 hereof is incorporated by reference in this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

4.1		Indenture, dated November 13, 2025, between EPR Properties and UMB Bank, n.a., as trustee.

4.2		Form of 4.750% Senior Note due 2030 (included as Exhibit A to Exhibit 4.1 above).

5.1		Opinion of Stinson LLP as to the legality of the 2030 Notes.

8.1		Opinion of Stinson LLP regarding certain U.S. Federal Income Tax Matters in connection with the issuance of the 2030 Notes.

23.1		Consent of Stinson LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1).

23.2		Consent of Stinson LLP to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


EPR PROPERTIES

By:		/s/ Mark A. Peterson
Name:		Mark A. Peterson
Title:		Executive Vice President, Treasurer and Chief Financial Officer

Date: November 13, 2025

EPR Properties filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation