UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December 5~~February 25, ~~2025~~2026

EPR Properties

(Exact name of registrant as specified in its charter)

Maryland

~~001-13561~~

~~43-1790877~~

001-13561

43-1790877

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

(State or other jurisdiction ofincorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

909 Walnut Street, Suite 200

909 Walnut Street,

Suite 200

Kansas City,

Missouri

64106

(Address of principal executive offices) (Zip Code)

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

~~Tradingsymbol(s)~~

~~Name of each exchangeon which registered~~

Trading symbol(s)

Name of each exchange on which registered

Common shares, par value $0.01 per share

~~EPR~~

~~New York Stock Exchange~~

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~~

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~~

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~~

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. ☐ o

Item 8 2.~~01.~~02 ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On ~~December~~February 525, ~~2025~~2026, EPR Properties (the “"Company”") ~~entered~~announced ~~into~~its aresults ~~Distribution Agreement (the “Distribution Agreement”) with each~~ of ~~J.P.~~operations Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, and ~~Truist~~financial ~~Securities,~~condition ~~Inc.,~~for ~~acting in their capacity as Agents (each an “Agent” and collectively,~~ the ~~“Agents”)~~fourth orquarter ~~Forward Sellers (each a “Forward Seller”~~ and ~~collectively,~~year ~~the~~ended ~~“Forward Sellers”)~~December 31, ~~and each of JPMorgan Chase Bank, National Association, Bank of America, N~~2025.~~A.,~~ ~~Barclays~~The ~~Bank~~public ~~PLC,~~announcement ~~Citibank,~~was ~~N.A.,~~made ~~Citizens~~by ~~JMP~~means ~~Securities, LLC, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., Royal Bank~~ of ~~Canada~~a ~~and~~press ~~Truist Bank~~release, ~~acting in their capacity as Forward Purchasers (as described below), relating to~~ the ~~offer~~text ~~and sale~~ of ~~the~~which ~~Company’s~~is ~~common~~set ~~beneficial~~forth ~~interest,~~in ~~par~~Exhibit ~~value $0~~99.011 ~~per~~hereto ~~share,~~and ~~from~~is ~~time~~hereby toincorporated ~~time,~~by ~~having~~reference ~~an aggregate offering price of up to $400,000,000 (the “Shares”)~~herein.

The Company is not obligated to sell any Shares under the Distribution Agreement. Pursuant to the terms of the Distribution Agreement, the Company may issue and sell the Shares, from time to time, through the Agents, acting as the Company’s sales agents, or directly to the Agents, acting as principal. If the Company sells Shares to an Agent as principal, it will enter into a separate terms agreement with that Agent. Sales of the Shares, if any, may be made in negotiated transactions or transactions that are deemed to beItem “at the market offerings” as defined in Rule 415 of the Securities Act of 1933, as amended, including, sales made by means of ordinary brokers’ transactions, including directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange, in block transactions or by any other method permitted by law, at prices related to the prevailing market prices or at negotiated prices7.01 ~~Subject~~Regulation toFD the terms and conditions of the Distribution Agreement, Agents are not required to sell any specific number or dollar amount of the Shares, but each Agent will use its commercially reasonable efforts, consistent with normal trading and sales practices, to sell Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions specified by the CompanyDisclosure. ~~The Company will pay each Agent a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of the Shares sold by such Agent.~~

~~The~~In ~~Distribution~~addition, ~~Agreement~~on ~~provides that~~February 25, ~~in addition to the issuance and sale of the Shares to or through the Agents~~2026, the Company ~~may~~made ~~also~~available ~~enter~~on ~~into~~its ~~forward~~website ~~sale~~an ~~agreements~~investor ~~under~~slide ~~the~~presentation ~~separate master forward confirmations~~ and ~~related~~ supplemental ~~confirmations~~operating ~~between the Company~~ and afinancial ~~Forward~~data ~~Purchaser~~for orthe ~~its~~fourth ~~affiliate.~~quarter ~~The Company refers to these entities, when acting in this capacity, individually as a “Forward Purchaser”~~ and ~~collectively~~year asended ~~“Forward Purchasers.” In connection with any forward sale agreement~~December 31, ~~the relevant Forward Purchaser (or its affiliate) will attempt to borrow from third parties and~~2025, ~~through its affiliated Forward Seller, sell a number of common shares equal to~~ the ~~number~~text of ~~common~~which ~~shares~~are ~~underlying~~set ~~the~~forth ~~particular~~in ~~forward~~Exhibits ~~sale agreement~~99.2 ~~The~~and ~~Company will not initially receive any proceeds from the sale of borrowed common shares by a Forward Seller~~99.3 The Company expects to fully physically settle each particular forward sale agreement (by delivery of its common shares) with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of that particular forward sale agreementhereto, in which case the Company will expect to receive aggregate net cash proceeds at settlement equal to the number of common shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. Howeverrespectively, subject to certain exceptions, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and ~~the~~are ~~Company~~hereby ~~will~~incorporated ~~instead~~by ~~receive~~reference ~~or pay cash (in the case of cash settlement) or receive or deliver its common shares (in the case of net share settlement)~~herein.

InThe ~~connection~~information ~~with~~set ~~each~~forth ~~forward~~in ~~sale,~~Items 2.02 ~~the~~and ~~Company~~7.01 ~~will~~of ~~pay~~this ~~the~~Current ~~relevant~~Report ~~Forward~~on ~~Seller~~Form 8-K, inincluding ~~the~~Exhibits ~~form~~99.1, of99.2 aand ~~reduced~~99.3, ~~initial~~is ~~forward~~being ~~sale~~“furnished” ~~price~~and ~~under~~shall not be deemed “filed” for the ~~related~~purposes ~~forward~~of ~~sale~~or ~~agreement~~otherwise ~~with~~subject ~~the~~to ~~related~~liabilities ~~Forward~~under ~~Purchaser,~~Section 18 aof ~~commission~~the atSecurities aExchange ~~mutually~~Act ~~agreed~~of ~~rate~~1934, ~~that~~as ~~will~~amended, and shall not ~~exceed,~~be ~~but~~deemed ~~may~~to be ~~lower~~incorporated ~~than,~~by ~~2.0%~~reference into the filings of the ~~gross~~Company ~~sales~~under ~~price~~the Securities Act of ~~all~~1933, ~~borrowed~~as ~~common~~amended, ~~shares~~or ~~sold~~the bySecurities itExchange asAct aof ~~Forward~~1934, ~~Seller.~~as amended.

~~The~~Item 9.01 ~~Company~~Financial ~~intends~~Statements to use the net proceeds from any sale of Shares or upon settlement of any forward sale agreement for general corporate purposes, including, without limitation, funding its ongoing pipeline of acquisition and ~~build-to-suit projects, working capital and the reduction, from time to time, of its outstanding indebtedness, including borrowings under its unsecured revolving credit facility~~Exhibits.

The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-287744), which became effective upon filing with the Securities and Exchange Commission on June 3, 2025, and a prospectus supplement, dated December 5, 2025, as the same may be amended or supplemented. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the Shares.



Exhibit No.						Description

99.1						Press Release dated February 25, 2026 issued by EPR Properties announcing its results of operations and financial condition for the fourth quarter and year ended December 31, 2025.

99.2						Investor slide presentation for the fourth quarter and year ended December 31, 2025, made available by EPR Properties on February 25, 2026.

99.3						Supplemental Operating and Financial Data for the fourth quarter and year ended December 31, 2025, made available by EPR Properties on February 25, 2026.

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

The foregoing description of the Distribution Agreement (including the Master Forward Confirmations separately entered into with each Forward Purchaser or its affiliates, the form of which is included as Exhibit C thereto) does not purport to be complete and is qualified in its entirety by the full text of the Distribution Agreement, which is attached as Exhibit 1.1 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

ExhibitNo.		Description
1.1		Distribution Agreement, dated December 5, 2025, by and among EPR Properties and the Agents, the Forward Sellers and the Forward Purchasers.
5.1		Opinion of Stinson LLP regarding legality of the Shares.
23.1		Consent of Stinson LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1).
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~~registrant has duly caused this ~~Report~~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~~FinancialOfficer

Date: ~~December~~February 525, ~~2025~~ 2026

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