[8-K] EPR PROPERTIES Reports Material Event

Rhea-AI Filing Summary

EPR Properties entered into an underwriting agreement to issue and sell $550,000,000 aggregate principal amount of 4.750% Senior Notes due 2030. J.P. Morgan Securities, BofA Securities, Barclays Capital and RBC Capital Markets are acting as representatives of the underwriters. The company filed a preliminary prospectus supplement dated November 3, 2025 in connection with the offering.

The agreement includes customary representations, warranties, covenants, and indemnification and contribution provisions typical for transactions of this type. The notes will mature in 2030, and the coupon is fixed at 4.750%.

Insights

Capital markets analyst

EPR signs underwriting for $550,000,000 4.750% notes due 2030.

EPR Properties secured an underwriting agreement for $550,000,000 of senior notes carrying a fixed 4.750% coupon, maturing in 2030. Named banks—J.P. Morgan, BofA, Barclays, and RBC—serve as representatives for the underwriters, indicating a standard syndicated placement structure.

The filing references a preliminary prospectus supplement dated November 3, 2025 and notes customary covenants and indemnities. As a senior unsecured issuance, pricing and terms reflect market conditions on the announcement date and the issuer’s credit profile.

Key items are the size, coupon, and maturity. Subsequent disclosures may detail final settlement logistics and any use-of-proceeds language.

false 0001045450 0001045450 2025-11-03 2025-11-03 0001045450 us-gaap:CommonStockMember 2025-11-03 2025-11-03 0001045450 us-gaap:SeriesCPreferredStockMember 2025-11-03 2025-11-03 0001045450 us-gaap:SeriesEPreferredStockMember 2025-11-03 2025-11-03 0001045450 us-gaap:SeriesGPreferredStockMember 2025-11-03 2025-11-03

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 3, 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 3, 2025, EPR Properties (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc. and RBC Capital Markets, LLC, for themselves and as representatives of the several underwriters named therein, in connection with the Company’s issuance and sale of $550,000,000 aggregate principal amount of 4.750% Senior Notes due 2030. The Company has filed a preliminary prospectus supplement in connection with the offering, dated November 3, 2025, and filed with the Securities and Exchange Commission on November 3, 2025.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated November 3, 2025, by and among EPR Properties and J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc. and RBC Capital Markets, LLC, for themselves and as representatives of the several underwriters named therein.
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 4, 2025

FAQ

What did EPR (EPR) announce in this 8-K?

EPR entered into an underwriting agreement to issue and sell $550,000,000 of 4.750% Senior Notes due 2030.

What are the key terms of EPR’s new notes?

The notes have a 4.750% coupon and mature in 2030.

Who are the underwriters for EPR’s note offering?

Representatives include J.P. Morgan Securities, BofA Securities, Barclays Capital, and RBC Capital Markets.

Did EPR file a prospectus for the offering?

Yes. A preliminary prospectus supplement dated November 3, 2025 was filed in connection with the offering.

What provisions does the underwriting agreement include?

It includes customary representations, warranties, covenants, and indemnification and contribution obligations.