As filed with the Securities and Exchange Commission on June 3, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EPR PROPERTIES
(Exact name of registrant as specified in its charter)
Maryland | 43-1790877 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
909 Walnut Street, Suite 200 Kansas City, Missouri |
64106 | |
(Address of Principal Executive Offices) | (Zip Code) |
EPR Properties 2016 Equity Incentive Plan
(Full title of the plan)
Paul R. Turvey
Senior Vice President, General Counsel and Secretary
EPR Properties
909 Walnut Street, Suite 200
Kansas City, Missouri 64106
(Name and address of agent for service)
(816) 472-1700
(Telephone number, including area code, of agent for service)
Copies to:
B. Scott Gootee
Stinson LLP
1201 Walnut, Suite 2900
Kansas City, Missouri 64106
(816) 842-8600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by EPR Properties (the “Registrant”) for the purpose of registering an additional 2,000,000 shares of the Registrant’s common shares of beneficial interest reserved for issuance under the EPR Properties 2016 Equity Incentive Plan (as amended and restated on May 6, 2025), as approved by the Registrant’s shareholders at the Registrant’s 2025 annual meeting of shareholders.
Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statements on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on June 3, 2016 (File No. 333-211815) and June 9, 2021 (File No. 333-256932).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below have been filed by the Registrant under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are incorporated herein by reference (other than portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such Items):
1. The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 (including information specifically incorporated by reference into its Annual Report on Form 10-K for the year ended December 31, 2024 from its definitive proxy statement on Schedule 14A filed with the Commission on March 27, 2025);
2. The Registrant’s Quarterly Report on Form 10-Q for the first quarter ended March 31, 2025;
3. The Registrant’s Current Reports on Form 8-K filed on January 27, 2025 and May 6, 2025; and
4. The description of the Registrant’s common shares included in its Registration Statement on Form 8-A filed with the Commission on November 4, 1997, as updated by the Description of Securities Registered under Section 12 of the Exchange Act, which is attached as Exhibit 4.12 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, including any amendments and reports filed for the purpose of updating such description.
In addition, all documents filed by the Registrant under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information that is deemed to have been “furnished” and not “filed” with the Commission) after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents (other than portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such Items).
Any statement contained in a document incorporated or deemed to be incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
* | Each document marked with an asterisk is filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on this 3rd day of June, 2025.
EPR Properties, | ||
a Maryland real estate investment trust | ||
By: | /s/ Paul R. Turvey | |
Name: | Paul R. Turvey | |
Title: | Senior Vice President, General Counsel and Secretary |
Each person whose signature appears below constitutes and appoints Gregory K. Silvers, Mark A. Peterson and Paul R. Turvey, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to any other documents filed with the Securities and Exchange Commission and to file the same, with all exhibits to the Registration Statement and other documents in connection with the Registration Statement, with the Securities and Exchange Commission or any other regulatory authority, grants to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and ratifies and confirms all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue of this power of attorney.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
By: | /s/ Gregory K. Silvers Gregory K. Silvers |
Chairman of the Board of Trustees, President, Chief Executive Officer (Principal Executive Officer) and Trustee | June 3, 2025 | |||
By: | /s/ Mark A. Peterson Mark A. Peterson |
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
June 3, 2025 | |||
By: | /s/ Tonya L. Mater Tonya L. Mater |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | June 3, 2025 | |||
By: | /s/ Peter C. Brown Peter C. Brown |
Trustee | June 3, 2025 | |||
By: | /s/ William P. Brown William P. Brown |
Trustee | June 3, 2025 | |||
By: | /s/ John P. Case III John P. Case III |
Trustee | June 3, 2025 | |||
By: | /s/ James B. Connor James B. Connor |
Trustee | June 3, 2025 | |||
By: | /s/ Virginia E. Shanks Virginia E. Shanks |
Trustee | June 3, 2025 | |||
By: | /s/ Robin P. Sterneck Robin P. Sterneck |
Trustee | June 3, 2025 | |||
By: | /s/ John Peter Suarez John Peter Suarez |
Trustee | June 3, 2025 | |||
By: | /s/ Lisa G. Trimberger Lisa G. Trimberger |
Trustee | June 3, 2025 | |||
By: | /s/ Caixia Y. Ziegler Caixia Y. Ziegler |
Trustee | June 3, 2025 |