EPR

MKT CAP $4.2BP/E 17.5DIV YIELD 6.60%FCF YIELD -3.58%REV TTM $742.6M +4.5%NET INCOME $263.3M +46.5%NET DEBT $3.3B52W 48.71 – 64.32SEC XBRL · TTM TO Invalid Date

How EPR rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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See "Cautionary Statement Concerning Forward-Looking Statements." Risks That May Impact Our Financial Condition or Performance Global economic and geopolitical uncertainty, disruptions in the financial markets, inflation, and the challenging economic environment may impair our ability to refinance existing obligations or obtain new financing for acquisition or development of properties.
There continues to be a high level of global economic and geopolitical challenges and uncertainty, including uncertainty regarding interest rates, inflationary pressures, tariffs and trade policies, geopolitical conflicts and political changes in the U.S. and abroad, all of which have contributed to volatility in the global financial markets and contributed to negative performance of the real estate sector.
We cannot predict the degree to which the effects of any future pandemic, epidemic or outbreak of any highly infectious disease may adversely affect our business, financial condition and results of operations.
Inflation, both real and anticipated as well as any resulting governmental policies, could adversely affect the economy and the costs of labor, goods and services to our tenants or borrowers.
To the extent any of these leases contain fixed expense reimbursement provisions or limitations, we may be subject to increases in costs resulting from inflation that are not fully passed through to tenants, which could adversely impact our financial condition and our results of operations.
Actual and perceived changes in U.S. trade policies, including changes to existing trade agreements and heightened global trade tensions, and retaliatory responses from other countries may have a material adverse effect on our business, results of operations and financial condition.
Our business, results of operations and financial condition may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments.
During 2025, the U.S. government imposed, and is continuing to consider imposing, tariffs and trade restrictions on certain goods produced outside of the U.S., including an indication that a tariff on foreign-made films may be imposed.
In response to these actions, certain foreign jurisdictions have imposed, or are considering imposing, tariffs and retaliatory restrictions on goods produced in the United States.
These actions are unprecedented, have caused substantial uncertainty and volatility in financial markets and resulted in retaliatory countermeasures on U.S. goods by its trading partners.
Construction of our development projects requires access to steel and other materials.
Any imposition of or increase in tariffs on imports of steel or other materials, as well as corresponding price increases for such materials available domestically, could increase our development project construction costs and our costs to maintain our existing properties.
To the extent that we are unable to pass all or any such cost increases on to our customers, such cost increases could adversely affect our returns on investment.
Higher materials costs could also diminish our ability to develop new projects at acceptable returns and limit our ability to pursue growth opportunities.
Tariffs or other trade restrictions, increasing trade tensions, or other changes in similar governmental policies could increase our operating costs, reduce discretionary consumer spending, cause disruptions or shortages in global supply chains and negatively impact the U.S., regional or local economies in which we, our tenants or borrowers and their customers operate, any of which could adversely impact our business, results of operations and financial condition.
In addition, some of our properties, including those held in joint ventures, are subject to mortgages that contain customary covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to discontinue or reduce insurance coverage.
Federal Reserve raised the benchmark interest rate significantly in 2022 and again in 2023.
Although the benchmark interest rate was decreased in the second half of 2024 and again in 2025, there can be no assurances that the rate will not increase in the future.
In addition, because a majority of our income comes from leasing real property, our income, funds available to pay indebtedness and funds available for distribution to our shareholders will decrease if a significant number of our tenants cannot pay their rent or if we are not able to maintain our levels of occupancy on favorable terms.
We may sell or divest different properties or assets after an evaluation of our portfolio of businesses or as a result of a customer exercising a purchase or note pay-off option.
In addition, certain of our customer agreements provide customers with purchase or note pay-off options.
Divestitures have inherent risks, including possible delays in closing transactions, potential difficulties in obtaining regulatory approvals, receiving lower-than-expected sales proceeds for the divested assets, potential impairment charges and potential post-closing claims for indemnification.
In addition, if we fail to renew these leases, there can be no assurances that we will be able to locate substitute tenants for such properties or enter into leases with these substitute tenants on economically favorable terms, which may impact our financial results by lowering income or requiring us to record an impairment loss.
The Writers Guild of America and the Screen Actors Guild strikes in 2023 significantly impacted the production and supply of motion pictures.
Studios or motion picture distributors may, as a result of consolidation or otherwise, modify their traditional studio release models, such as reducing the number of wide release titles or reducing theatrical release windows.
For the year ended December 31, 2025 , total reven ues of approximately $102.3 million or 14.2% were from Topgolf, approximately $97.4 million or 13.6% were from AMC and approximately $82.8 million or 11.5% were from R egal.
If for any reason Topgolf, AMC and/or Regal failed to perform under their lease or mortgage obligations for a significant period of time, or under any modified lease or mortgage obligations, we could be required to reduce or suspend our shareholder dividends and may not have sufficient funds to support operations or service our debt until substitute customers are obtained.
We utilize a third party manager for a limited number of theatres formerly operated by our tenants and may engage additional third-party managers in the future if customer defaults or bankruptcies result in our taking back properties.
Additionally, we utilize a third party manager for the Kartrite Resort and Indoor Waterpark and two experiential lodging properties.
As of December 31, 2025 , we had total debt outstanding of approximately $2.9 billion .
In a rising or elevated interest rate environment, the cost of our existing variable rate debt and any new debt will likely increase or remain higher compared to historical periods.
There can be no assurance that we will be able to refinance such debt on favorable terms or at all, especially in light of elevated interest rates and other negative economic conditions.
The future production and availability of motion pictures may be negatively affected by changes in traditional motion picture release models by studios or motion pictures distributors, as a result of consolidation or otherwise, such as reducing the number of wide release titles or reducing theatrical release windows.
Furthermore, our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis.
In the event that we recognize a significant gain from cash settlement of a forward sale agreement under our ATM Program, the U.S. federal income tax treatment of the cash that we receive in such instance is unclear and could impact our ability to meet the REIT qualification requirements.
We may enter into forward sale agreements from time to time in connection with our ATM Program and, subject to certain conditions, we have the right to elect physical, cash or net share settlement under these agreements at any time and from time to time, in part or in full.
In the event that we elect to settle a forward sale agreement for cash and the settlement price is below the forward sale price, we would be entitled to receive a cash payment from the applicable forward purchaser(s).
Under Section 1032 of the Internal Revenue Code, generally, no gains and losses are recognized by a corporation in dealing in its own shares, including pursuant to a “securities futures contract,” as defined in the Internal Revenue Code by reference to the Exchange Act.
Although we believe that any amount received by us in exchange for our common shares would qualify for the exemption under Section 1032 of the Internal Revenue Code, because it is not entirely clear whether a forward sale agreement qualifies as a “securities futures contract,” the U.S. federal income tax treatment of any cash settlement payment we receive is uncertain.
In the event that we recognize a significant gain from the cash settlement of a forward sale agreement, we might not be able to satisfy the gross income requirements applicable to REITs under the Internal Revenue Code.

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Gone since FY2024

See "Cautionary Statement Concerning Forward-Looking Statements." Risks That May Impact Our Financial Condition or Performance Global economic uncertainty, disruptions in the financial markets, inflation, and the challenging economic environment may impair our ability to refinance existing obligations or obtain new financing for acquisition or development of properties.
There continues to be a high level of global economic challenges and uncertainty, including uncertainty regarding interest rates, inflationary pressures, geopolitical conflicts and political changes in the U.S. and abroad, all of which have contributed to volatility in the global financial markets and contributed to negative performance of the real estate sector.
Our business has been more acutely affected by these risks.
Although we intend to continue making future investments, we expect that our levels of investment spending will be reduced in the near term due to elevated costs of capital, and near-term investments will be funded primarily from cash on hand, excess cash flow, disposition proceeds and borrowing availability under our unsecured revolving credit facility, subject to maintaining our leverage levels consistent with past practice.
As a result, we intend to be more selective in making future investments and acquisitions until such time as economic conditions and our cost of capital improve.
We cannot predict the degree to which the effects of any future pandemic, epidemic or outbreak of any highly infectious disease may adversely affect our business, financial conditions and results of operations.
Inflation, both real or anticipated as well as any resulting governmental policies, could adversely affect the economy and the costs of labor, goods and services to our tenants or borrowers.
To the extent any of these leases contain fixed expense reimbursement provisions or limitations, we may be subject to increases in costs resulting from inflation that are not fully passed through to tenants, which could adversely impact our financial condition and our results of our operations.
In addition, some of our properties, including those held in joint ventures, are subject to mortgages that contain customary covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to discontinue insurance coverage.
We are also currently experiencing elevated costs of capital, which negatively impacts our ability to make investments in the near term.
Federal Reserve raised the benchmark interest rate significantly since 2022.
Although the benchmark interest rate was decreased in the second half of 2024, there can be no assurances that the rate will not increase in the future.
In addition, because a majority of our income comes from leasing real property, our income, funds available to pay indebtedness and funds available for distribution to our shareholders or share repurchases will decrease if a significant number of our tenants cannot pay their rent or if we are not able to maintain our levels of occupancy on favorable terms.
At the time of its bankruptcy filing, Regal leased 57 theatres from us pursuant to two master leases and 28 single property leases.
As a result of the resolution of this bankruptcy in 2023, we entered into a new master lease with Regal for 41 properties, took back 16 properties and agreed to hold a significant amount of deferred rent owed by Regal in abeyance with a remaining portion discharged in bankruptcy.
We may sell or divest different properties or assets after an evaluation of our portfolio of businesses.
Divestitures have inherent risks, including possible delays in closing transactions, potential difficulties in obtaining regulatory approvals, receiving lower-than-expected sales proceeds for the divested assets, and potential post-closing claims for indemnification.
In addition, if we fail to renew these leases, there can be no assurances that we will be able to locate substitute tenants for such properties or enter into leases with these substitute tenants on economically favorable terms.
The Writers Guild of America strike of 2023 halted motion picture production and may delay or otherwise affect the supply of certain motion pictures.
The Screen Actors Guild strike of 2023 also had a similar effect on the production and supply of motion pictures.
For the year ended December 31, 2024, total revenues of approximately $100.8 million or 14.4% were from Topgolf, approximately $94.4 million or 13.5% were from AMC and approximately $76.4 million or 10.9% were from Regal.
If for any reason AMC, Topgolf and/or Regal failed to perform under their lease or mortgage obligations for a significant period of time, or under any modified lease or mortgage obligations, we could be required to reduce or suspend our shareholder dividends or share repurchases and may not have sufficient funds to support operations or service our debt until substitute customers are obtained.
This practice has been most frequent with our experiential lodging properties.
However, we also manage a limited number of theatres formerly operated by our tenants and may manage a greater number in the future if customer defaults or bankruptcies result in our taking back properties.
As of December 31, 2024, we had total debt outstanding of approximately $2.9 billion.
In a rising interest rate environment, the cost of our existing variable rate debt and any new debt will likely increase.
There can be no assurance that we will be able to refinance such debt on favorable terms or at all, especially in light of higher interest rates and other negative economic conditions.
Furthermore, our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis.
Even if we remain qualified for taxation as a REIT under the Internal Revenue Code, we may face other tax liabilities that reduce our funds available for payment of dividends to our shareholders or the repurchase of shares.
Any of these taxes would decrease cash available for distribution to our shareholders or the repurchase of shares under our share repurchase program.
For our TRS arrangements to comply as intended with the REIT qualification and taxation rules under the Internal Revenue Code, a number of requirements must be satisfied, including: • our TRSs may not directly or indirectly operate or manage a lodging facility, other than through an eligible independent contractor, as defined by the Internal Revenue Code; • the leases to our TRSs must be respected as true leases for federal income tax purposes and not as service contracts, partnerships, joint ventures, financings or other types of arrangements; • the leased properties must constitute qualified lodging facilities (including customary amenities and facilities) under the Internal Revenue Code; • our leased properties must be managed and operated on behalf of the TRSs by independent contractors who are less than 35% affiliated with us and who are actively engaged (or have affiliates so engaged) in the trade or business of managing and operating qualified lodging facilities for persons unrelated to us; and • the rental and other terms of the leases must be arm's length.
We may depend on distributions from our direct and indirect subsidiaries to service our debt, pay dividends to our shareholders and repurchase shares.
The creditors of these subsidiaries, and our direct creditors, are entitled to amounts payable to them before we pay any dividends to our shareholders or repurchase shares.
In addition, our creditors, whether secured or unsecured, are entitled to amounts payable to them before we may pay any dividends to our shareholders or repurchase shares under our share repurchase program.
Thus, our ability to service our debt obligations, pay dividends to holders of our common and preferred shares and repurchase shares depends on our subsidiaries' ability first to satisfy their obligations to their creditors and then to pay distributions to us and our ability to satisfy our obligations to our direct creditors.
We had 55 f ull-time associates as of December 31, 2024 and, therefore, the impact we may feel from the loss of an associate may be greater than the impact such a loss would have on a larger organization.
Any or all of the foregoing could have a material adverse effect on our financial condition, results of operations, cash flow and ability to make distributions with respect to, and the market price of, our common stock.
If our revenues decline, we generally would expect to have less cash available to pay our indebtedness, distribute to our shareholders and effect share repurchases.
The factors that affect the value of our real estate include, among other things: • international, national, regional and local economic conditions; • consequences of any armed conflict involving, or terrorist attack against, the United States or Canada; • the threat of domestic terrorism or pandemic or other illness outbreaks (such as COVID-19 or variants thereof), which could cause consumers to avoid congregate settings; • our ability or the ability of our tenants or managers to secure adequate insurance; • natural disasters, such as earthquakes, hurricanes, wildfires and floods, which could exceed the aggregate limits of insurance coverage; • impacts of climate change; • local conditions such as an oversupply of space or lodging properties or a reduction in demand for real estate in the area; • competition from other available space or, in the case of our experiential lodging properties, competition from other lodging properties or alternative lodging options in our markets; • whether tenants and users such as customers of our tenants consider a property attractive; • the financial condition of our tenants, borrowers and managers, including the extent of bankruptcies or defaults; • higher levels of inflation; • whether we are able to pass some or all of any increased operating costs through to tenants or other customers; • how well we manage our properties or how well the managers of properties manage those properties; • in the case of our experiential lodging properties, dependence on demand from business and leisure travelers, which may fluctuate and be seasonal; • fluctuations in interest rates; • changes in real estate taxes and other expenses; • changes in market rental rates; • the timing and costs associated with property improvements and rentals; • changes in taxation or zoning laws; • government regulation; • availability of financing on acceptable terms or at all and the costs of such financing; • potential liability under environmental or other laws or regulations; and • general competitive factors.
Our entertainment districts in Colorado, New York, California, and Ontario, Canada, and similar properties we may seek to acquire or develop in the future, involve risks not typically encountered in the purchase and lease-back of real estate properties that are operated by a single tenant.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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