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EPR Properties Announces $400M At-The-Market Offering And Forward Sale Program Through Major Investment Banks

BenzingaDecember 05, 2025 at 10:36 PMFull Content
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Gist

EPR Properties is launching a $400M at-the-market offering and forward sale program through major investment banks to raise capital, with shares sold via brokers or forward agreements.

LLM Summary

EPR Properties has entered into a distribution agreement with major investment banks to offer up to $400 million in common shares through at-the-market sales and forward sale agreements. The shares will be sold via brokers or through forward contracts, with proceeds expected upon physical settlement. The company may also settle some agreements via cash or net share settlement, depending on its election.

Full Article Content

We have entered into a distribution agreement (the "Distribution Agreement") with J.P. 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 Securities, Inc. (when acting in their capacity as sales agents, collectively the "Sales Agents" and each, individually, a "Sales Agent," or when acting in their capacity as agents for the Forward Purchasers (as defined below), as applicable, collectively the "Forward Sellers" and each, individually, a "Forward Seller"), and JPMorgan Chase Bank, National Association, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Citizens JMP Securities, LLC, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., Royal Bank of Canada and Truist Bank (or any of their respective affiliates), as forward purchasers (when acting in their capacity as forward purchasers, collectively the "Forward Purchasers" and each, individually, a "Forward Purchaser"), relating to the offer and sale of our common shares of beneficial interest, par value $0.01 per share, with an aggregate gross offering price of up to $400,000,000 from time to time, pursuant to this prospectus supplement and the accompanying prospectus. Our common shares are listed on the New York Stock Exchange (the "NYSE") under the symbol "EPR." The last reported sale price of our common shares on the NYSE on December 4, 2025 was $51.91 per share.

Sales of our common shares, if any, pursuant to this prospectus supplement and the accompanying prospectus will be made by means of ordinary brokers' transactions on the NYSE that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") or in negotiated transactions, which may include block trades, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Sales Agents are not required to sell any specific number or dollar amount of our common shares, but each Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulation to sell shares designated by us in accordance with the Distribution Agreement. We will pay each Sales Agent a commission of up to 2.0% of the gross sales price of our common shares sold by such Sales Agent pursuant to this prospectus supplement.

We may also sell our common shares to any of the Sales Agents, acting as principal, at a price per share to be agreed upon at the time of sale. If we sell shares to a Sales Agent as principal, we will enter into a separate terms agreement with that Sales Agent.

The Distribution Agreement provides that, in addition to the issuance and sale of our common shares by us to or through the Sales Agents, we may also enter into one or more forward sale agreements under the master forward confirmation and a related supplemental confirmation between us and a Forward Purchaser. In connection with any forward sale agreement, the relevant Forward Purchaser (or its affiliate) will attempt to borrow from third parties and, through its affiliated Forward Seller, sell a number of our common shares equal to the number of our common shares underlying the particular forward sale agreement. In connection with any forward sale agreement, the relevant Forward Seller will receive, in the form of a reduced initial forward sale price under the related forward sale agreement, a commission of up to 2.0% of the gross sales prices of all borrowed common shares sold during the applicable forward hedge selling period by it as Forward Seller.

We will not initially receive any proceeds from the sale of any borrowed common shares by the Forward Sellers. We expect to fully physically settle each particular forward sale agreement (by delivery of our common shares) with the relevant Forward Purchaser on one or more dates specified by us on or prior to the maturity date of that particular forward sale agreement, in which case we 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. However, subject to certain exceptions, we may also elect to cash settle or net share settle a particular forward sale agreement, in which case we 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 we may owe cash (in the case of cash settlement) or common shares (in the case of net share settlement) to the relevant Forward Purchaser. See "Plan of Distribution (Conflicts of Interest)" for further information.

Our common shares are subject to ownership and transfer limitations that are intended to assist us in complying with the requirements to continue to qualify as a real estate investment trust ("REIT") and under applicable gaming laws. See "Description of Shares of Beneficial Interest" in the accompanying prospectus.

Metadata

Author:
Benzinga Newsdesk
Tickers:
EPR
Updated At:
December 05, 2025 at 6:36 PM
Benzinga Channels:
News, Offerings
Teaser:
We have entered into a distribution agreement (the "Distribution Agreement") with J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC,
Benzinga Stocks:
EPR (NYSE)
Benzinga Article ID:
49244115