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What changed in Gaming & Leisure Properties, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Gaming & Leisure Properties, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+388 added−562 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in Gaming & Leisure Properties, Inc.'s 2025 10-K

388 paragraphs added · 562 removed · 236 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

82 edited+70 added−146 removed174 unchanged
Biggest changeOn the opening date of the gaming facility and on each anniversary thereafter for each of the following three lease years rent increased by 1.5% annually (on a prorated basis for the remainder of the lease year in which the gaming facility opened) for each of the following three lease years and commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (i) if the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (ii) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year (the "Morgantown Lease").
Biggest change(2) If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%.
The Company’s Nominating and Corporate Governance Committee oversees Company matters relating to ESG, including oversight of the Company’s policies and strategies relating to human capital management, corporate culture, and diversity, equity, and inclusion, which are discussed thoughtfully by the Committee and reported to our Board of Directors.
The Company’s Nominating and Corporate Governance Committee oversees Company matters relating to ESG, including oversight of the Company’s policies and strategies relating to human capital management, corporate culture, and diversity, equity, and inclusion, which are discussed thoughtfully by the Nominating and Corporate Governance Committee and reported to our Board of Directors.
In that case, the amount of the penalty tax will be at least $50,000 per failure, and, in the case of certain asset test failures, will be determined as the amount of net income generated by the nonqualifying assets in question multiplied by the highest corporate tax rate (currently 21%) if that amount exceeds $50,000 per failure. • If we fail to distribute during each calendar year at least the sum of (i) 85% of our ordinary income for such year, (ii) 95% of our capital gain net income for such year and (iii) any undistributed net taxable income from prior periods, we will be subject to a nondeductible 4% excise tax on the excess of the required distribution over the sum of (a) the amounts that we actually distributed and (b) the amounts we retained and upon which we paid income tax at the corporate level. • We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record-keeping requirements intended to monitor our compliance with rules relating to the composition of a REIT's shareholders. • A 100% tax may be imposed on transactions between us and a TRS that do not reflect arm's-length terms. 16 Table of Contents • If we acquire appreciated assets from a corporation that is not a REIT (i.e., a corporation taxable under subchapter C of the Code) in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax basis of the assets in the hands of the subchapter C corporation, we may be subject to tax on such appreciation at the highest corporate income tax rate then applicable if we subsequently recognize gain on a disposition of any such assets during the five-year period following their acquisition from the subchapter C corporation. • The earnings of our TRS will generally be subject to U.S. federal, state and corporate income tax, and we will be required to include, any dividends received from the TRS in our distribution tests.
In that case, the amount of the penalty tax will be at least $50,000 per failure, and, in the case of certain asset test failures, will be determined as the amount of net income generated by the nonqualifying assets in question multiplied by the highest corporate tax rate (currently 21%) if that amount exceeds $50,000 per failure. • If we fail to distribute during each calendar year at least the sum of (i) 85% of our ordinary income for such year, (ii) 95% of our capital gain net income for such year and (iii) any undistributed net taxable income from prior periods, we will be subject to a nondeductible 4% excise tax on the excess of the required distribution over the sum of (a) the amounts that we actually distributed and (b) the amounts we retained and upon which we paid income tax at the corporate level. • We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record-keeping requirements intended to monitor our compliance with rules relating to the composition of a REIT's shareholders. • A 100% tax may be imposed on transactions between us and a TRS that do not reflect arm's-length terms. 17 Table of Contents • If we acquire appreciated assets from a corporation that is not a REIT (i.e., a corporation taxable under subchapter C of the Code) in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax basis of the assets in the hands of the subchapter C corporation, we may be subject to tax on such appreciation at the highest corporate income tax rate then applicable if we subsequently recognize gain on a disposition of any such assets during the five-year period following their acquisition from the subchapter C corporation. • The earnings of our TRS will generally be subject to U.S. federal, state and corporate income tax, and we will be required to include, any dividends received from the TRS in our distribution tests.
However, rental payments from a TRS will qualify as rents from real property even 18 Table of Contents if we own more than 10% of the total value or combined voting power of the TRS if (i) at least 90% of the property is leased to unrelated tenants and the rent paid by the TRS is substantially comparable to the rent paid by the unrelated tenants for comparable space or (ii) the property leased is a "qualified lodging facility," as defined in Section 856(d)(9)(D) of the Code, or a "qualified health care property," as defined in Section 856(e)(6)(D)(i) of the Code, and certain other conditions are satisfied. • Rent attributable to personal property leased in connection with a lease of real property will not qualify as "rents from real property" if such rent exceeds 15% of the total rent received under the lease. • The REIT generally must not operate or manage the property or furnish or render services to tenants, except through an "independent contractor" who is adequately compensated and from whom the REIT derives no income, or through a TRS.
However, rental payments from a TRS will qualify as rents from real property even 19 Table of Contents if we own more than 10% of the total value or combined voting power of the TRS if (i) at least 90% of the property is leased to unrelated tenants and the rent paid by the TRS is substantially comparable to the rent paid by the unrelated tenants for comparable space or (ii) the property leased is a "qualified lodging facility," as defined in Section 856(d)(9)(D) of the Code, or a "qualified health care property," as defined in Section 856(e)(6)(D)(i) of the Code, and certain other conditions are satisfied. • Rent attributable to personal property leased in connection with a lease of real property will not qualify as "rents from real property" if such rent exceeds 15% of the total rent received under the lease. • The REIT generally must not operate or manage the property or furnish or render services to tenants, except through an "independent contractor" who is adequately compensated and from whom the REIT derives no income, or through a TRS.
We value diverse representation, backgrounds and viewpoints and believe that they serve to strengthen our business proposition for the long-term horizon. Within our hiring and recruitment processes, we adhere to equal employment policies, and we are committed to actively considering diversity in the expansion of our Board of Directors or the filling of any vacancy.
We value diverse representation, backgrounds and viewpoints and believe that they serve our business proposition for the long-term horizon. Within our hiring and recruitment processes, we adhere to equal employment policies, and we are committed to actively considering diversity in the expansion of our Board of Directors or the filling of any vacancy.
Certain of the properties we own utilize or have utilized above or underground storage tanks to store oil and certain fuels for use at the properties. Other properties were built during the time that asbestos-containing building materials were routinely installed in residential and commercial structures.
Certain of the properties we own utilize or have utilized above or underground storage tanks to store oil and certain fuels for use at the properties. Other properties were built during a time that asbestos-containing building materials were routinely installed in residential and commercial structures.
For this purpose, real estate assets include interests in real property (such as land, buildings, leasehold interest in real property and, for taxable years that began on or after January 1, 2016, personal property leased with real property if the rents attributable to the personal property would be rents from real property under the income tests discussed above), interests in mortgages on real property or 19 Table of Contents on interests in real property, shares in other qualifying REITs, and stock or debt instruments held for less than one year purchased with the proceeds from an offering of shares of our stock or certain debt and, for tax years that began on or after January 1, 2016, debt instruments issued by publicly offered REITs.
For this purpose, real estate assets include interests in real property (such as land, buildings, leasehold interest in real property and, for taxable years that began on or after January 1, 2016, personal property leased with real property if the rents attributable to the personal property would be rents from real property under the income tests discussed above), interests in mortgages on real property or 20 Table of Contents on interests in real property, shares in other qualifying REITs, and stock or debt instruments held for less than one year purchased with the proceeds from an offering of shares of our stock or certain debt and, for tax years that began on or after January 1, 2016, debt instruments issued by publicly offered REITs.
The Company's leases with percentage rent provide for a floor on such percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing lease with such tenant).
Percentage Rent Floors The Company's leases with percentage rent provide for a floor on such percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing lease with such tenant).
A publicly traded partnership is generally treated as a corporation for U.S. federal income tax purposes, but will not be so treated if, for each taxable year beginning after December 31, 1987 in which it was classified as a publicly traded partnership, at least 90% of the partnership’s gross income consisted of specified passive income, including real property rents (which includes rents that would be qualifying income for purposes of the 75% gross 22 Table of Contents income test, with certain modifications that make it easier for the rents to qualify for the 90% passive income exception), gains from the sale or other disposition of real property, interest, and dividends (the “90% passive income exception”).
A publicly traded partnership is generally treated as a corporation for U.S. federal income tax purposes, but will not be so treated if, for each taxable year beginning after December 31, 1987 in which it was classified as a publicly traded partnership, at least 90% of the partnership’s gross income consisted of specified passive income, including real property rents (which includes rents that would be qualifying income for purposes of the 75% gross income test, with certain modifications that make it easier for the rents to qualify for the 90% passive income exception), gains from the sale or other disposition of real property, interest, and dividends (the “90% passive income exception”).
The gaming industry is characterized by an increasingly high degree of competition among a large number of participants, including traditional casino properties, video lottery, sweepstakes and poker machines not located in casinos, Native American casinos, emerging varieties of internet gaming, sports betting and other forms of gaming in the U.S.
The gaming industry is characterized by an increasingly high degree of competition among a large number of participants, including traditional casino properties, video lottery, sweepstakes and poker machines not located in casinos, Native American casinos, emerging varieties of internet gaming, sports betting and other forms of gaming and prediction markets in the U.S.
Although it is uncertain how these rules will be implemented, it is possible that they could result in partnerships in which we directly or indirectly invest being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of those partnerships could be required to bear the economic burden of those taxes, interest and penalties even though we, as a REIT, may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment.
Although it is uncertain how these rules will be implemented, it is possible that they could result in partnerships in which we directly or indirectly invest being required to pay additional taxes, interest and 25 Table of Contents penalties as a result of an audit adjustment, and we, as a direct or indirect partner of those partnerships could be required to bear the economic burden of those taxes, interest and penalties even though we, as a REIT, may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment.
Basis in OP Interest Our adjusted tax basis in a partnership in which we have an interest (including the OP) generally (1) will be equal to the amount of cash and the basis of any other property contributed to such partnership by us, (2) will be increased by (a) our allocable share of such partnership’s income and (b) our allocable share of any indebtedness of such partnership, and (3) will be reduced, but not below zero, by our allocable share of (a) such partnership’s loss and (b) the amount of cash and the tax basis of any property distributed to us and by constructive distributions resulting from a reduction in our share of indebtedness of such partnership.
Basis in OP Interest Our adjusted tax basis in a partnership in which we have an interest (including the OP) generally (1) will be equal to the amount of cash and the basis of any other property contributed to such partnership by us, (2) will be increased by (a) our allocable share of such partnership’s income and (b) our allocable share of any indebtedness of such partnership, and (3) will be 24 Table of Contents reduced, but not below zero, by our allocable share of (a) such partnership’s loss and (b) the amount of cash and the tax basis of any property distributed to us and by constructive distributions resulting from a reduction in our share of indebtedness of such partnership.
These regulations impact our business insomuch as the gaming and racing regulatory agencies in certain jurisdictions in which we own real estate and our gaming tenants operate require GLPI and its affiliates to maintain a finding of suitability or license as a property owner, key business entity, buyer-lessor of gaming facility assets, principal affiliate, business entity, qualifier, vendor, operator or supplier because of its ownership of the real estate associated with those gaming and racing facilities.
These regulations impact our business because gaming and racing regulatory agencies in certain jurisdictions where we own real estate and our gaming tenants operate require GLPI and its affiliates to maintain a finding of suitability or license as a property owner, key business entity, buyer-lessor of gaming facility assets, principal affiliate, business entity, qualifier, vendor, operator or supplier because of its ownership of the real estate associated with those gaming and racing facilities.
Morgan in the Syndicated and Leveraged Finance group within the firm's investment banking division. 15 Table of Contents Tax Considerations We intend to continue to be organized and to operate in a manner that will permit us to qualify as a REIT.
Morgan in the Syndicated and Leveraged Finance group within the firm's investment banking division. 16 Table of Contents Tax Considerations We intend to continue to be organized and to operate in a manner that will permit us to qualify as a REIT.
Although we intend to satisfy the annual distribution requirements to continue to qualify as a REIT for the year ending December 31, 2025 and thereafter, economic, market, legal, tax or other considerations could limit our ability to meet those requirements.
Although we intend to satisfy the annual distribution requirements to continue to qualify as a REIT for the year ending December 31, 2026 and thereafter, economic, market, legal, tax or other considerations could limit our ability to meet those requirements.
Charles and Belterra Casino Resort from Pinnacle to Boyd (as amended, the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company’s Amended Pinnacle Master Lease.
Charles and Belterra Casino Resort from Pinnacle to Boyd (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net lease with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company's Amended Pinnacle Master Lease.
Our adoption of our Vendor Code of Conduct was designed to ensure that we engage individuals and businesses that are committed to the health and well-being of their employees as well. Diversity, Equity, and Inclusion GLPI is focused on cultivating a diverse and inclusive culture where our employees can freely bring diverse perspectives and varied experiences to the workplace.
Our adoption of our Vendor Code of Conduct was designed to ensure that we engage individuals and businesses that are committed to the health and well-being of their employees as well. GLPI is focused on cultivating a diverse and inclusive culture where our employees can freely bring diverse perspectives and varied experiences to the workplace.
In applying the requirements described herein, all of our "qualified REIT subsidiaries" will be ignored, and all assets, liabilities 17 Table of Contents and items of income, deduction and credit of such subsidiaries will be treated as our assets, liabilities and items of income, deduction and credit.
In applying the requirements described herein, all of our "qualified REIT subsidiaries" will be ignored, and all assets, liabilities 18 Table of Contents and items of income, deduction and credit of such subsidiaries will be treated as our assets, liabilities and items of income, deduction and credit.
In furtherance of our commitment to environmental sustainability, we routinely engage nationally recognized and certified environmental engineers 27 Table of Contents to perform Phase I Environmental Site Assessments as part of our acquisition process and require future tenants to ensure compliance with all environmental laws, including any necessary testing, remediation and/or monitoring.
In furtherance of our commitment to environmental sustainability, we routinely engage nationally recognized and certified environmental engineers to perform Phase I Environmental Site Assessments as part of our acquisition process and require future tenants to ensure compliance with all environmental laws, including any necessary testing, remediation and/or monitoring.
The Company originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease").
("Pinnacle") and leased these assets back to Pinnacle, under a triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease").
These facilities, including our corporate headquarters building, are geographically diversified across 20 states and we own over 5,400 acres and lease approximately 1,000 acres. As of December 31, 2024, our properties were 100% occupied. GLPI expects to continue growing its portfolio by pursuing opportunities to acquire or develop additional gaming facilities to lease to gaming operators under prudent terms.
These facilities, including our corporate headquarters building, are geographically diversified across 20 states and we own over 5,600 acres and lease approximately 1,000 acres. As of December 31, 2025, our properties were 100% occupied. GLPI expects to continue growing its portfolio by pursuing opportunities to acquire or develop additional gaming facilities to lease to gaming operators under prudent terms.
In addition, gaming laws require gaming industry participants to: • ensure that unsuitable individuals and organizations have no role in asset ownership and/or the operations of gaming assets, and in those jurisdictions that require landowner licensure, ownership of the real property; 25 Table of Contents • ensure transparency through periodic reporting around certain events, including levels of ownership and control, and licensure for those deemed necessary by the regulators; • establish procedures designed to prevent cheating and fraudulent practices; • establish and maintain responsible accounting practices and procedures; • maintain effective controls over their financial practices, including establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues; • maintain systems for reliable record keeping; • ensure that contracts and financial transactions are commercially reasonable, reflect fair market value and are arms-length transactions; and • establish programs to promote responsible gaming.
In addition, gaming laws require gaming industry participants to: • ensure that unsuitable individuals and organizations have no role in asset ownership, the operations of gaming assets, providing goods or services to organizations involved in gaming, and in those jurisdictions that require landowner licensure, ownership of the real property; • ensure transparency through periodic reporting around certain events, including levels of ownership and control, and licensure for those deemed necessary by the regulators; • establish procedures designed to prevent cheating and fraudulent practices; • establish and maintain responsible accounting practices and procedures; • maintain effective controls over their financial practices, including establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues; • maintain systems for reliable record keeping; • ensure that contracts and financial transactions are commercially reasonable, reflect fair market value and are arms-length transactions; and • establish programs to promote responsible gaming.
Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25% then rent will remain unchanged for such lease year.
Beginning in the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI is less than 0.25% then rent will remain unchanged for such lease year.
If our allocable share of the loss (or portion thereof) of any partnership in which we have an interest would reduce the adjusted tax basis of our partnership interest in such partnership below zero, the recognition of such loss will be deferred until 23 Table of Contents such time as the recognition of such loss (or portion thereof) would not reduce our adjusted tax basis below zero.
If our allocable share of the loss (or portion thereof) of any partnership in which we have an interest would reduce the adjusted tax basis of our partnership interest in such partnership below zero, the recognition of such loss will be deferred until such time as the recognition of such loss (or portion thereof) would not reduce our adjusted tax basis below zero.
On October 15, 2018, the Company completed its previously announced transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger").
On October 15, 2018, the Company completed transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger").
We believe that aligning, sharing and committing to similar sustainability 28 Table of Contents goals will continue to allow our Company and our tenant stakeholders to make a greater collective impact, while fostering long-term, successful relationships in the communities in which we own real estate and conduct business.
We believe that aligning, sharing and committing to similar sustainability goals will continue to allow our Company and our tenant stakeholders to make a greater collective impact, while fostering long-term, successful relationships in the communities in which we own real estate and conduct business.
We abide by our Inclusive Workplace Policy and require all employees, including our Board of Directors, to complete training on diversity and inclusion, alongside other trainings for various GLPI policies, including our Code of Business Conduct. As of December 31, 2024, 47% of our employees identify as female.
We abide by our Inclusive Workplace Policy and require all employees, including our Board of Directors, to complete training on diversity and inclusion, alongside other trainings for various GLPI policies, including our Code of Business Conduct. As of December 31, 2025, 50% of our employees identify as female.
These facilities, including our corporate headquarters building, are geographically diversified across 20 states and we own over 5,400 acres and lease approximately 1,000 acres. As of December 31, 2024, the Company's properties were 100% occupied.
These facilities, including our corporate headquarters building, are geographically diversified across 20 states and we own over 5,600 acres and lease approximately 1,000 acres. As of December 31, 2025, the Company's properties were 100% occupied.
Simultaneous with the acquisition, an affiliate of GLPI and American Racing entered into a triple-net lease agreement for an initial 30 year term followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months (exercisable by the tenant) (the "Tioga Downs Lease").
Simultaneous with the acquisition, GLPI and American Racing entered into a triple-net lease agreement for an initial 30-year term, with no purchase option, followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months (the "Tioga Downs Lease").
Prior to her time at PENN, Ms. Burke was the Executive Vice President/Director of Financial Reporting and Control for MBNA America Bank, N.A. She joined MBNA in 1994 and held positions of ascending responsibility in the finance department during her tenure. Ms. Burke is a CPA. Matthew R. Demchyk. Mr.
Prior to her time at PENN, Ms. Burke was the Executive Vice President/Director of Financial Reporting and Control for MBNA America Bank, N.A. She joined MBNA in 1994 and held positions of ascending responsibility in the finance department during her tenure. Ms. Burke is a CPA. Steven L. Ladany. Mr.
Simultaneous with the acquisition, GLPI Capital and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25-year term with two ten-year renewal periods (exercisable by the tenant) (the "Strategic Gaming Leases").
Simultaneous with the acquisition, GLP Capital and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25-year term with no purchase option and two ten-year renewal periods (exercisable by the tenant) (the "Strategic Gaming Leases").
We are presently licensed by gaming and racing regulatory agencies in the following jurisdictions: Colorado, Delaware, Illinois, Indiana, Louisiana, Maryland, Massachusetts, Mississippi, Missouri, New Jersey, New York, Ohio, Rhode Island, South Dakota and Pennsylvania. Our business and those operated by our tenants are subject to various federal, state and local laws and regulations including gaming regulations.
We are presently licensed or approved by gaming and racing regulatory agencies in the following jurisdictions: Colorado, Delaware, Illinois, Indiana, Louisiana, Maryland, Massachusetts, Mississippi, Missouri, New Jersey, New York, Ohio, Rhode Island, South Dakota, Pennsylvania, and Virginia. 26 Table of Contents Our business and those operated by our tenants are subject to various federal, state and local laws and regulations including gaming regulations.
Such distributions are taxable to our shareholders in the year in which paid, even though the distributions relate to our prior taxable year for purposes of the 90% distribution requirement. 21 Table of Contents We believe that we have satisfied the annual distribution requirements for the year ended December 31, 2024.
Such distributions are taxable to our shareholders in the year in which paid, even though the distributions relate to our prior taxable year for purposes of the 90% distribution requirement. We believe that we have satisfied the annual distribution requirements for the year ended December 31, 2025.
We are evaluating climate-related risks and opportunities to include in our near and long-term environmental strategies. We published our inaugural Sustainability Report in 2024. The growth of our business often involves the acquisition of real estate assets from third parties.
We are evaluating climate-related risks and opportunities to include in our near and long-term environmental strategies. The growth of our business often involves the acquisition of real estate assets from third parties.
On December 29, 2021, the Company completed its acquisition of the real property assets of Live! Casino & Hotel Maryland and entered into a single asset triple net lease for Live! Casino & Hotel Maryland (the "Maryland Live! Lease"). On March 1, 2022, the Company completed its acquisition of the real estate assets of Live!
Cordish Leases On December 29, 2021, the Company completed its acquisition of the real property assets of Live! Casino & Hotel Maryland and entered into a single asset lease for the property (the "Maryland Live! Lease"). On March 1, 2022, the Company completed its acquisition of the real estate assets of Live! Casino & Hotel Philadelphia and Live!
All of our tenant leases contain a limited number of renewal options which may be exercised at our tenants' option. 12 Table of Contents Property Features The following table summarizes certain features of our properties as of December 31, 2024.
All of our tenant leases contain a limited number of renewal options which may be exercised at our tenants' option. 13 Table of Contents Property Features The following table summarizes our properties as of December 31, 2025.
In 2023, we completed portfolio-wide inspections of all real estate owned by the Company, which also included a comprehensive ESG and climate assessment component. Human Capital Management As of December 31, 2024, we had 19 full-time employees.
We completed portfolio-wide inspections of all real estate owned by the Company, which also included a comprehensive ESG and climate assessment component. Human Capital Management As of December 31, 2025, we had 20 full-time employees.
Treasury. 24 Table of Contents Shareholders are urged to consult with their own tax advisors with respect to the impact that the Tax Cuts and Jobs Act, the BBA, and other legislation may have on their investment and the status of legislative, regulatory or administrative developments and proposals and their potential effect on their investment in our shares. Supplemental U.S.
Shareholders are urged to consult with their own tax advisors with respect to the impact that the Tax Cuts and Jobs Act, the BBA, and other legislation may have on their investment and the status of legislative, regulatory or administrative developments and proposals and their potential effect on their investment in our shares.
As of December 31, 2024, GLPI's portfolio consisted of interests in 68 gaming and related facilities, including the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 6 gaming and related facilities operated by Caesars Entertainment (NASDAQ: CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE: BYD) ("Boyd"), the real property associated with 15 gaming and related facilities operated by Bally's (including Casino Queen) and 1 facility under development with Bally's in Chicago, Illinois, the real property associated with 3 gaming and related facilities operated by Cordish, 1 gaming facility managed by a subsidiary of Hard Rock International ("Hard Rock"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing.
As of December 31, 2025, GLPI's portfolio consisted of interests in 69 gaming and related facilities, including the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 6 gaming and related facilities operated by Caesars Entertainment (NASDAQ: CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE: BYD) ("Boyd"), the real property associated with 15 gaming and related facilities operated by Bally's Corporation (NYSE: BALY) ("Bally's") and 1 facility under development namely Bally's Chicago, the real property associated with 3 gaming and related facilities operated by The Cordish Companies ("Cordish"), 1 gaming facility managed by a subsidiary of Hard Rock International ("Hard Rock"), 4 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing & Entertainment, LLC ("American Racing").
Annual Distribution Requirements In order to qualify to be taxed as a REIT, we are required to distribute dividends, other than capital gain dividends, to our shareholders in an amount at least equal to: (i) the sum of 20 Table of Contents (a) 90% of our REIT taxable income, computed without regard to our net capital gains and the deduction for dividends paid; and (b) 90% of our after tax net income, if any, from foreclosure property (as described below); minus (ii) the excess of the sum of specified items of non-cash income over 5% of our REIT taxable income, computed without regard to our net capital gain and the deduction for dividends paid.
We believe that we have been and will continue to be in compliance with the asset tests described above. 21 Table of Contents Annual Distribution Requirements In order to qualify to be taxed as a REIT, we are required to distribute dividends, other than capital gain dividends, to our shareholders in an amount at least equal to: (i) the sum of (a) 90% of our REIT taxable income, computed without regard to our net capital gains and the deduction for dividends paid; and (b) 90% of our after tax net income, if any, from foreclosure property (as described below); minus (ii) the excess of the sum of specified items of non-cash income over 5% of our REIT taxable income, computed without regard to our net capital gain and the deduction for dividends paid.
Demchyk 43 Senior Vice President, Chief Investment Officer Steven L. Ladany 44 Senior Vice President, Chief Development Officer Peter M. Carlino. Mr. Carlino has been the Company's Chairman and Chief Executive Officer since the Company's inception in November 2013. Mr. Carlino was the founder of PENN and served as its Chief Executive Officer from 1994 through October 2013. Mr.
Ladany 45 Senior Vice President, Chief Development Officer Peter M. Carlino. Mr. Carlino has been the Company's Chairman and Chief Executive Officer since the Company's inception in November 2013. Mr. Carlino was the founder of PENN and served as its Chief Executive Officer from 1994 through October 2013. Mr.
Charles St. Charles, MO Boyd/Boyd Master Lease 13 Table of Contents Tropicana Atlantic City Atlantic City, NJ Caesars/Amended Caesars Master Lease Isle Casino Hotel Bettendorf Bettendorf, IA Caesars/Amended Caesars Master Lease Trop Casino Greenville Greenville, MS Caesars/Amended Caesars Master Lease Tropicana Laughlin Laughlin, NV Caesars/Amended Caesars Master Lease Isle Casino Hotel Waterloo Waterloo, IA Caesars/Amended Caesars Master Lease Horseshoe St.
Charles, MO Boyd/Boyd Master Lease Tropicana Atlantic City Atlantic City, NJ Caesars/Amended Caesars Master Lease Isle Casino Hotel Bettendorf Bettendorf, IA Caesars/Amended Caesars Master Lease Trop Casino Greenville Greenville, MS Caesars/Amended Caesars Master Lease Tropicana Laughlin Laughlin, NV Caesars/Amended Caesars Master Lease Isle Casino Hotel Waterloo Waterloo, IA Caesars/Amended Caesars Master Lease Horseshoe St. Louis St. Louis, MO Caesars/Horseshoe St.
GLPI retained ownership of the land and concurrently entered into a ground lease for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options).
GLPI retained ownership of the land and concurrently entered into a ground lease with Bally's for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options) (as amended, the "Tropicana Las Vegas Lease").
Casino & Hotel Philadelphia and Live! Casino Pittsburgh for $689 million and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (as amended from time to time, the "Pennsylvania Live! Master Lease"). The Pennsylvania Live! Master Lease and the Maryland Live!
Casino Pittsburgh and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (as amended from time to time, the "Pennsylvania Live! Master Lease").
New laws or regulations, or material changes to existing law and/or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results. Insurance We maintain comprehensive general liability, commercial property, fiduciary, directors and officers liability, and business interruption insurance covering our business.
New laws or regulations, or material changes to existing law and/or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results. Insurance We maintain a comprehensive program of primary, excess and umbrella liability insurance along with commercial property, fiduciary, directors and officers liability, and business interruption insurance covering our business.
Rockford Lease and Rockford Loan On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, Illinois from an affiliate of 815 Entertainment, LLC ("815 Entertainment") for $100.0 million. The casino opened in August 2024 and is managed by a subsidiary of Hard Rock.
Rockford Lease On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that opened in late August 2024 and is managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment LLC ("815 Entertainment").
The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN for $250.0 million, exclusive of transaction fees and taxes, and added this property to the Amended Pinnacle Master Lease. The Amended Pinnacle Master Lease was assumed by PENN at the consummation of the PENN-Pinnacle Merger.
The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN and added this property to the Amended Pinnacle Master Lease. The Amended Pinnacle Master Lease was assumed by PENN at the consummation of the PENN-Pinnacle Merger.
See Note 18 in the Notes to the Consolidated Financial Statements for further information. 14 Table of Contents Information about our Executive Officers Name Age Position Peter M. Carlino 78 Chairman of the Board and Chief Executive Officer Brandon J. Moore 50 President, Chief Operating Officer, and Secretary Desiree A. Burke 59 Chief Financial Officer and Treasurer Matthew R.
See Note 18 in the Notes to the Consolidated Financial Statements for further information. 15 Table of Contents Information about our Executive Officers Name Age Position Peter M. Carlino 79 Chairman of the Board and Chief Executive Officer Brandon J. Moore 51 President, Chief Operating Officer, and Secretary Desiree A. Burke 60 Chief Financial Officer and Treasurer Steven L.
Louis Lease Hard Rock Hotel & Casino Biloxi Biloxi, MS Bally's Master Lease Bally's Black Hawk Black Hawk, CO Bally's Master Lease Bally's Dover Casino Resort Dover, DE Bally's Master Lease Bally's Evansville Evansville, IN Bally's Master Lease Bally's Quad Cities Casino & Hotel Rock Island, IL Bally's Master Lease Bally's Tiverton Hotel & Casino Tiverton, RI Bally's Master Lease Tropicana Las Vegas Las Vegas, NV Bally's/ Tropicana Las Vegas Lease Bally's Chicago Chicago, IL Bally's Chicago Lease Bally's Kansas City Kansas City, MO Bally's Master Lease II Bally's Shreveport Shreveport, LA Bally's Master Lease II Live!
Louis Lease Hard Rock Hotel & Casino Biloxi Biloxi, MS Bally's Master Lease 14 Table of Contents Bally's Black Hawk Black Hawk, CO Bally's Master Lease Bally's Dover Casino Resort Dover, DE Bally's Master Lease Bally's Evansville Evansville, IN Bally's Master Lease Bally's Quad Cities Casino & Hotel Rock Island, IL Bally's Master Lease Bally's Tiverton Hotel & Casino Tiverton, RI Bally's Master Lease Tropicana Las Vegas Las Vegas, NV Bally's/ Tropicana Las Vegas Lease Bally's Chicago Chicago, IL Bally's Chicago Lease Bally's Kansas City Kansas City, MO Bally's Master Lease II Bally's Shreveport Casino & Hotel Shreveport, LA Bally's Master Lease II Draft Kings at Casino Queen East St.
Every employee receives an annual grant of GLPI equity that vests over a three-year period. This program was proposed and instituted by our Chairman and CEO as a way to attract and retain talent across all levels of the organization and to ensure that every employee has a stake in the Company’s continued growth and success.
This program was proposed and instituted by our Chairman and CEO as a way to attract and retain talent across all levels of the organization and to ensure that every employee has a stake in the Company’s continued growth and success.
In addition, at our election, a distribution for a taxable year may be declared before we timely file our tax return for the year, provided we pay such distribution with or before our first regular dividend payment after such declaration, and such payment is made during the 12-month period following the close of such taxable year.
Such distributions are treated as both paid by us and received by our shareholders on December 31 of the year in which they are declared. 22 Table of Contents In addition, at our election, a distribution for a taxable year may be declared before we timely file our tax return for the year, provided we pay such distribution with or before our first regular dividend payment after such declaration, and such payment is made during the 12-month period following the close of such taxable year.
On September 26, 2022, Bally’s acquired both the Company’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $145 million, which resulted in a pre-tax gain of $67.4 million, $52.8 million after-tax.
On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $145 million.
In regards to our properties subject to triple-net leases, those lease agreements require our tenants to procure and maintain their own comprehensive general liability, commercial property and business interruption coverage, including all insurance mandated by law, as well as insurance coverage to protect our insurable interests as owner and lessor of such real estate.
With respect to our properties, which are all subject to triple-net leases, those lease agreements require our tenants to procure and maintain their own comprehensive primary, excess and umbrella liability programs along with, commercial property, which includes coverage for losses resulting from catastrophic events, and business interruption coverage, including all insurance mandated by law, as well as insurance coverage to protect our insurable interests as owner and lessor of such real estate.
Commencing on the first anniversary and on each anniversary thereafter, if the CPI increase is at least 0.5% for any lease year, the rent shall increase by the greater of 1% of the rent in effect for the preceding lease year and the CPI increase, capped at 2%.
(2) If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%.
The OP intends to be classified as a partnership under these Treasury regulations. We have not requested and do not intend to request a ruling from the IRS that the OP will be classified as partnerships for U.S. federal income tax purposes.
We have not requested and do not intend to request a ruling from the IRS that the OP will be classified as partnerships for U.S. federal income tax purposes. 23 Table of Contents To be a partnership for U.S. federal income tax purposes, the OP generally must not be a “publicly traded partnership”.
On February 7, 2025, Bally's Corporation (NYSE: BALY) ("Bally's") completed its merger transactions with Standard General L.P. ("Standard General") and its affiliates, and pursuant to the terms of the merger agreement, Casino Queen is now a subsidiary of Bally's.
On February 7, 2025, Bally's completed its merger transactions with Standard General L.P. and its affiliates, and pursuant to the terms of a definitive merger agreement, among other changes resulting from the merger, The Queen Casino & Entertainment ("Casino Queen") became a subsidiary of Bally's.
We also may be liable under certain of these laws for damage that occurred prior to our ownership of a property or at a site where we or our tenants sent wastes for disposal. 26 Table of Contents For most triple-net leases to which we are a party, environmental liabilities arising from the business operations are retained by our tenants, and the tenants are required to indemnify GLPI (and its subsidiaries, directors, officers, employees, agents and certain other related parties) against any claims, losses, orders or fines arising from or relating to such environmental liabilities.
For most triple-net leases to which we are a party, environmental liabilities arising from the business operations are retained by our tenants, and the tenants are required to indemnify GLPI (and its subsidiaries, directors, officers, employees, agents and certain other related parties) against any claims, losses, orders or fines arising from or relating to such environmental liabilities.
Master Lease Deadwood Mountain Grand Deadwood, SD Strategic Gaming Mgmt. Master Lease Baldini's Casino Sparks, NV Strategic Gaming Mgmt. Master Lease Competition We compete for additional real property investments with other REITs, including a publicly traded gaming focused REIT, VICI Properties Inc., investment companies, private equity and hedge fund investors, sovereign funds, lenders, gaming companies and other investors.
Master Lease Hard Rock Casino Rockford Rockford, IL 815 Entertainment/Rockford Lease Tioga Downs Casino Resort Nichols, NY American Racing, LLC/Tioga Lease Silverado Franklin Hotel & Casino Deadwood, SD Strategic Gaming Leases Deadwood Mountain Grand Deadwood, SD Strategic Gaming Leases Baldini's Casino Sparks, NV Strategic Gaming Leases Sunland Park Racetrack and Casino Sunland Park, NM Strategic Gaming Leases Competition We compete for additional real property investments with other REITs, including a publicly traded gaming focused REIT, VICI Properties Inc., investment companies, private equity and hedge fund investors, sovereign funds, lenders, gaming companies and other investors.
The Company also raised over $100,000 for Reading Hospital Foundation's Street Medicine which provides healthcare services for individuals in the Reading, Pennsylvania area who are experiencing homelessness and require medical care. We also partnered with One Tree Planted, a non-profit organization, focused on reforestation.
The Company also raised over $150,000 for Reading Hospital Foundation's Street Medicine which provides healthcare services for individuals in the Reading, Pennsylvania area who are experiencing homelessness and require medical care.
Corporate Responsibility We believe that corporate responsibility, including environmental and community stewardship, is an integral component of being a responsible corporate citizen. With this in mind, we continue to integrate and implement environmental, social and governance (ESG) practices, strategies and initiatives into our overall business strategies intended to contribute to long-term value creation for our shareholders, employees and other stakeholders.
With this in mind, we continue to integrate and implement environmental, social and 27 Table of Contents governance (ESG) practices, strategies and initiatives into our overall business strategies intended to contribute to long-term value creation for our shareholders, employees and other stakeholders.
Strategic Gaming Leases On May 16, 2024, the Company acquired the real estate assets of Silverado Franklin Hotel & Gaming Complex ("Silverado"), the Deadwood Mountain Grand ("DMG") casino, and Baldini's Casino ("Baldini's") from Strategic for $105 million, plus an additional $5 million that was funded at closing for reimbursement for capital improvements.
Strategic Gaming Leases On May 16, 2024, the Company acquired the real estate assets of Silverado Franklin Hotel & Gaming Complex ("Silverado"), the Deadwood Mountain Grand ("DMG") casino, and Baldini's Casino ("Baldini's") from Strategic.
A percentage rent floor on the Amended Pinnacle Master Lease was triggered on the Bossier City Boomtown property due to PENN's acquisition of Margaritaville Resort Casino.
A percentage rent floor on the Amended Pinnacle Master Lease was triggered on the Bossier City Boomtown property due to PENN's acquisition of Margaritaville Resort Casino. Additionally, a percentage rent floor on the Amended Penn Master Lease was triggered on the Hollywood Casino at Penn National Race Course in connection with PENN opening a facility in York, Pennsylvania.
Tenant Engagement Since the formalization of our Tenant Partnership Program, we have continued to engage with our tenants, at least annually, but more frequently as deemed necessary, to address and discuss sustainability and social matters such as environmental data collection, sustainability strategies and community engagement opportunities.
Tenant Engagement Since the formalization of our Tenant Partnership Program, we have continued to engage with our tenants, at least annually, but more frequently as deemed necessary, to address and discuss various matters involving the properties we own which are operated by our tenants. We continue to foster these relationships and identify community engagement partnership opportunities.
On September 29, 2020, the Company acquired the real estate of Horseshoe St. Louis in satisfaction of the CZR loan, subject to the Horseshoe St. Louis Lease, the initial term of which expires on October 31, 2033, with 4 separate renewal options of five years each, exercisable at the tenant's option. The Horseshoe St.
The Company has a single property lease with Caesars for the real estate assets of Horseshoe St. Louis (the "Horseshoe St. Louis Lease") which became effective on September 29, 2020, with no purchase option, whose initial term expires on October 31, 2033, with four separate renewal options of five years each, exercisable at the tenant's option.
Consequently, fostering a strong channel of communication with our tenants is an important component in the evolution of the environmental sustainability of our properties and establishing long-term, successful relationships is critical to the success of our business. Through our formalized Tenant Partnership Program, we discussed the importance of collecting and sharing utility data.
Consequently, fostering a strong channel of communication with our tenants is an important component in the evolution of the environmental sustainability of our properties and establishing long-term, successful relationships is critical to the success of our business. We also implemented certain green lease provisions, which include data collection obligations in many of our leases.
We are passionate about developing our talent. We provide tuition reimbursement, professional development reimbursement, and performance appraisals. We are committed to continuing to develop strategies focused on employee growth, development and well-being. Senior management holds employee meetings and social events at a regular cadence to create an open forum for learning and to foster feedback.
We are passionate about developing our talent. We provide tuition reimbursement, professional development reimbursement, and performance appraisals. We are committed to continuing to develop strategies focused on employee growth, development and well-being.
The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years, followed by six 5-year renewal options exercisable by the tenant.
On October 1, 2020, the Company acquired the land under PENN's gaming facility under construction in Morgantown, Pennsylvania. The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years with no purchase option, followed by six 5-year renewal options exercisable by the tenant (the "Morgantown Lease").
The changes created by these rules are sweeping and, in some respects, dependent on the promulgation of future regulations or other guidance by the U.S.
The changes created by these rules are sweeping and, in some respects, dependent on the promulgation of future regulations or other guidance by the U.S. Treasury. On July 4, 2025, President Trump signed into law the legislation known as the One Big Beautiful Bill Act (“the OBBBA”).
Costs In addition to rent, as triple-net lessees, all of the Company's tenants are required to pay the following executory costs: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes and other impositions levied on or with respect to the leased properties (other than taxes on the income of the lessor), and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.
Long-Term, Triple-Net Lease Structure Our real estate properties are leased under long-term triple-net leases guaranteed by our tenants, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, taxes levied on or with respect to the leased properties (other than taxes on our income) and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.
To be a partnership for U.S. federal income tax purposes, the OP generally must not be a “publicly traded partnership”. A publicly traded partnership is a partnership whose interests are traded on an established securities market or are readily tradable on a secondary market (or a substantial equivalent).
A publicly traded partnership is a partnership whose interests are traded on an established securities market or are readily tradable on a secondary market (or a substantial equivalent).
Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year, then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25%, rent will remain unchanged for such lease year.
If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year. (3) Increases by 1.75% beginning with the first anniversary and increases to 2% beginning in year fifteen of the lease through the remainder of the initial lease term.
Louis, IL Bally's/Amended Casino Queen Master Lease The Queen Baton Rouge Baton Rouge, LA Bally's/Amended Casino Queen Master Lease Casino Queen Marquette Marquette, IA Bally's/Amended Casino Queen Master Lease Belle of Baton Rouge Baton Rouge, LA Bally's/Amended Casino Queen Master Lease Belterra Park Gaming & Entertainment Center Cincinnati, OH Boyd/Belterra Park Lease Belterra Casino Resort Florence, IN Boyd/Boyd Master Lease Ameristar Kansas City Kansas City, MO Boyd/Boyd Master Lease Ameristar St.
Louis, MO PENN/Amended Pinnacle Master Lease Ameristar Vicksburg Vicksburg, MS PENN/Amended Pinnacle Master Lease Hollywood Casino Morgantown Morgantown, PA PENN/Morgantown Lease Belterra Park Gaming & Entertainment Center Cincinnati, OH Boyd/Belterra Park Lease Belterra Casino Resort Florence, IN Boyd/Boyd Master Lease Ameristar Kansas City Kansas City, MO Boyd/Boyd Master Lease Ameristar St. Charles St.
Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases that became effective on January 1, 2023, the terms of which expire on October 31, 2033, with no purchase options, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.
Both of these leases are triple-net leases, the terms of which expire on October 31, 2033, with no purchase options, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions. In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc.
In addition, percentage rent revenues that apply to certain of our leases are dependent on the ability of our gaming tenants to compete with other gaming operators.
In addition, percentage rent revenues that apply to certain of our leases are dependent on the ability of our gaming tenants to compete with other gaming operators. These revenues comprised 4.8%, 5.0% and 5.2% of the Company's total cash rental income for the years ended December 31, 2025, 2024 and 2023, respectively.
Tioga Downs Lease On February 6, 2024, the Company acquired the real estate assets of Tioga Downs in Nichols, NY from American Racing for $175.0 million.
Simultaneously with the land acquisition, GLPI entered into a ground lease with 815 Entertainment for a 99-year term (the "Rockford Lease"). Tioga Downs Lease On February 6, 2024, the Company acquired the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") in Nichols, New York from American Racing.
The initial aggregate annual cash rent is $9.2 million and is subject to a fixed 2.0% annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year 11 of the lease, at the greater of 2% or CPI capped at 2.5%.
(2) The default adjusted revenue to rent coverage declines to 1.25 if the tenant's adjusted revenues total $75 million or more. Annual rent escalates at 2% beginning in year three of the lease and in year 11 escalates based on the greater of 2% or CPI, capped at 2.5%.
GLPI's primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. Triple-net leases are leases in which the lessee pays rent to the lessor, as well as all taxes, insurance, utilities and maintenance expenses that arise from the use of the property.
GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. The Company also extends loans that produce fixed or variable returns which may convert into leased rent upon project completion or stabilization.
If the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year. In late August 2024, the Tropicana Las Vegas Lease was reconsidered due to a change in rent terms which resulted in the lease being accounted for as a sales type lease.
If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.
The Boyd Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is adjusted every two years to an amount equal to 4% of the average annual net revenues of all facilities under the Boyd Master Lease during the preceding two years in excess of a contractual baseline.
The percentage rent component is recalculated periodically, every five years for the Amended PENN Master Lease and every two years for the other leases, based on 4% of the average annual net revenues of the applicable facilities in excess of a contractually defined baseline, subject to certain floors.
The Bally's Master Lease has an initial term of 15 years, with no purchase option, followed by four 5 year renewal options (exercisable by the tenant) on the same terms and conditions.
Caesars Leases On October 1, 2018, the Company entered into a master lease with Caesars, which expires on September 30, 2038, with no purchase option, with four separate renewal options of 5 years each, exercisable at the tenant's option, on the same terms and conditions (as amended, the "Amended and Restated Caesars Master Lease").

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeLikewise, our financial position may be materially weakened if PENN failed to renew or extend any master lease as such lease expires and we are unable to lease or re-lease our properties on economically favorable terms. 29 Table of Contents Any event that has a material adverse effect on PENN’s business, financial position or results of operations, including a corporate change in control event or a material change in the composition of PENN's board of directors could have a material adverse effect on our business, financial position or results of operations.
Biggest changeLikewise, our financial position may be materially weakened if PENN failed to renew or extend any master lease as such lease expires and we are unable to lease or re-lease our properties on economically favorable terms.
While we have certain arrangements in place with Caesars in connection with certain limited pre-closing liabilities, if any issues arise post-closing (other than as provided for in the Third Amended and Restated Caesars Master Lease), we may not be entitled to sufficient, or any, indemnification or recourse from Tropicana or Caesars, which could have a materially adverse impact on our business and results of operations.
While we have certain arrangements in place with Caesars in connection with certain limited pre-closing liabilities, if any issues arise post-closing (other than as provided for in the Amended and Restated Caesars Master Lease), we may not be entitled to sufficient, or any, indemnification or recourse from Tropicana or Caesars, which could have a materially adverse impact on our business and results of operations.
Our charter and bylaws, among other things (i) permit the Board of Directors, without further action of the shareholders, to issue and fix the terms of preferred stock, which may have rights senior to those of the common stock; (ii) establish certain advance notice procedures for shareholder proposals, and require all director candidates to be recommended by the Nominating and Corporate Governance Committee of the Board of Directors following the affirmative determination by the Nominating and Corporate Governance Committee that such nominee is likely to meet the applicable suitability requirements of any federal, state or local regulatory body having jurisdiction over us; (iii) provide that a director may only be removed by shareholders for cause and upon the vote of 75% of the shares entitled to vote; (iv) require 40 Table of Contents shareholders or shareholder groups to own 3% or more of our outstanding common stock in order to recommend a person for direct nomination for election to the Board of Directors and inclusion in our proxy materials; (v) require shareholders to have beneficially owned at least 1% of our outstanding common stock in order to recommend a person for nomination for election to the Board of Directors, or to present a shareholder proposal, for action at a shareholders' meeting; and (vi) provide for super majority approval requirements for amending or repealing certain provisions in our charter and in order to approve an amendment or repeal of any provision of our bylaws that has not been proposed by our Board of Directors.
Our charter and bylaws, among other things (i) permit the Board of Directors, without further action of the shareholders, to issue and fix the terms of preferred stock, which may have rights senior to those of the common stock; (ii) establish certain advance notice procedures for shareholder proposals, and require all director candidates to be recommended by the Nominating and Corporate Governance Committee of the Board of Directors following the affirmative determination by the Nominating and Corporate Governance Committee that such nominee is likely to meet the applicable suitability requirements of any federal, state or local regulatory body having jurisdiction over us; (iii) provide that a director may only be removed by shareholders for cause and upon the vote of 75% of the shares entitled to vote; (iv) require shareholders or shareholder groups to own 3% or more of our outstanding common stock in order to recommend a person for direct nomination for election to the Board of Directors and inclusion in our proxy materials; (v) require shareholders to have beneficially owned at least 1% of our outstanding common stock in order to recommend a person for nomination for election to the Board of Directors, or to present a shareholder proposal, for action at a shareholders' meeting; and (vi) provide for super majority approval requirements for amending or repealing certain provisions in our charter and in order to approve an amendment or repeal of any provision of our bylaws that has not been proposed by our Board of Directors.
Our indebtedness may have adverse effects on our business, including the following: • it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, acquisitions, debt service requirements and general corporate or other purposes; • a material portion of our cash flows will be dedicated to the payment of principal and interest on our indebtedness, including indebtedness we may incur in the future, and will not be available for other purposes, including to make acquisitions; • it could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and place us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged; 38 Table of Contents • it could make us more vulnerable to downturns in general economic or industry conditions or in our business, or prevent us from carrying out activities that are important to our growth; • it could increase our interest expense if interest rates in general increase because our indebtedness under the Amended Credit Facility bears interest at floating rates; • it could limit our ability to take advantage of strategic business opportunities; • it could make it more difficult for us to satisfy our obligations with respect to our indebtedness.
Our indebtedness may have adverse effects on our business, including the following: • it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, acquisitions, debt service requirements and general corporate or other purposes; • a material portion of our cash flows will be dedicated to the payment of principal and interest on our indebtedness, including indebtedness we may incur in the future, and will not be available for other purposes, including to make acquisitions; • it could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and place us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged; • it could make us more vulnerable to downturns in general economic or industry conditions or in our business, or prevent us from carrying out activities that are important to our growth; • it could increase our interest expense if interest rates in general increase because our indebtedness under the Amended Credit Facility bears interest at floating rates; • it could limit our ability to take advantage of strategic business opportunities; • it could make it more difficult for us to satisfy our obligations with respect to our indebtedness.
Because these master leases are triple-net leases, we depend on PENN to operate the properties that we own in a manner that generate revenues sufficient to allow PENN to meet its obligations to us, including payment of rent and all insurance, taxes, utilities and maintenance and repair expenses, and to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with its business.
Because these master leases are triple-net leases, we depend on PENN to operate the properties that we own in a manner that generates revenues sufficient to allow PENN to meet its obligations to us, including payment of rent and all insurance, taxes, utilities and maintenance and repair expenses, and to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with its business.
Increased competition may make it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives. If we cannot identify and purchase a sufficient number of investment properties at favorable prices or if we are unable to finance acquisitions on commercially favorable terms, our business, financial position or results of operations could be materially adversely affected.
Increased competition may make it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives. If we cannot identify and acquire a sufficient number of investment properties at favorable prices or if we are unable to finance acquisitions on commercially favorable terms, our business, financial position or results of operations could be materially adversely affected.
To assist GLPI in complying with applicable gaming laws, our charter also provides that capital stock of GLPI that is owned or controlled by an unsuitable person or an affiliate of an unsuitable person will be transferred to a trust for the benefit of a designated charitable beneficiary, and that any such unsuitable person or affiliate will not be entitled to any dividends on the shares or be entitled to vote the shares or receive any proceeds from the subsequent sale of the shares in excess of the lesser of the price paid by the unsuitable person or affiliate for the shares or the amount realized from the sale, in each case less a discount in a percentage (up to 100%) to be determined by our Board of Directors in its sole and absolute discretion.
To assist GLPI in complying with applicable gaming laws, our charter also provides that capital stock of GLPI that is owned or controlled by an unsuitable person or an affiliate of an unsuitable person will be transferred to a trust for the benefit of a designated charitable beneficiary, and that any such unsuitable person or affiliate will not be entitled to any dividends on the shares or be entitled to vote the shares or receive any proceeds from the subsequent sale of the shares in excess of the lesser of the price paid by the unsuitable person or affiliate for the shares or the amount realized from the sale, in each case less a discount in a percentage (up 39 Table of Contents to 100%) to be determined by our Board of Directors in its sole and absolute discretion.
Some jurisdictions may also limit the number of gaming licenses or gaming facilities in which a person may hold an ownership or a controlling interest.
Some jurisdictions may also limit the number of gaming licenses or gaming facilities in which a person or entity may hold an ownership or a controlling interest.
The failure of a developer to complete construction, these cost overruns or other related impacts, and the lack of availability of replacement financing, could materially and adversely effect us. Development funding efforts also expose us to the risk of environmental contamination at the proposed construction site for a particular project.
The failure of a developer to complete construction, these cost overruns or other related impacts, and the lack of availability of replacement financing, could materially and adversely affect us. Development funding efforts also expose us to the risk of environmental contamination at the proposed construction site for a particular project.
Furthermore, competition from alternative wagering products, such as internet lotteries, sweepstakes, social gaming products, 30 Table of Contents daily fantasy sports and other internet wagering gaming services, online sports wagering or games of skill, which allow their customers a wagering alternative to the casino-style, such as remote home gaming or in non-casino settings, could divert customers from our properties and thus adversely affect our tenants and, indirectly, our business.
Furthermore, competition from alternative wagering products, such as internet lotteries, sweepstakes, social gaming products, daily fantasy sports and other internet wagering gaming services, online sports wagering or games of skill, which allow their customers a wagering alternative to the casino-style, such as remote home gaming or in non-casino settings, could divert customers from our properties and thus adversely affect our tenants and, indirectly, our business.
Carlino, age 78, has more than 30 years of experience in the acquisition and development of gaming facilities and other real estate projects, including service as the Chairman of the Board and as Chief Executive Officer for PENN and the Company, collectively, for more than 30 years.
Carlino, age 79, has more than 30 years of experience in the acquisition and development of gaming facilities and other real estate projects, including service as the Chairman of the Board and as Chief Executive Officer for PENN and the Company, collectively, for more than 30 years.
The more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts or estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our stock, even taking into account the lower 37% maximum rate for ordinary income and the 20% deduction for ordinary REIT dividends received in taxable years beginning after December 31, 2017 and before January 1, 2026.
The more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts or estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our stock, even taking into account the lower 37% maximum rate for ordinary income and the 20% deduction for ordinary REIT dividends received in taxable years beginning after December 31, 2017.
Although we do not operate or manage most of our properties, we may be held primarily or jointly and 33 Table of Contents severally liable for costs relating to the investigation and clean-up of any property from which there has been a release or threatened release of a regulated material as well as other affected properties, regardless of whether we knew of or caused the release.
Although we do not operate or manage most of our properties, we may be held primarily or jointly and severally liable for costs relating to the investigation and clean-up of any property from which there has been a release or threatened release of a regulated material as well as other affected properties, regardless of whether we knew of or caused the release.
However, for taxable years that begin after December 31, 2017, and before January 1, 2026: (i) the U.S. federal income tax brackets generally applicable to ordinary income of individuals, trusts and estates have been modified (with the rates generally reduced) and (ii) shareholders that are individuals, trusts or estates are generally entitled to a deduction equal to 20% of the aggregate amount of ordinary income dividends received from a REIT (not including dividends that are eligible for the reduced rates applicable to "qualified dividend income" or treated as capital gain dividends), subject to certain limitations.
However, for taxable years that begin after December 31, 2017: (i) the U.S. federal income tax brackets generally applicable to ordinary income of individuals, trusts and estates have been modified (with the rates generally reduced) and (ii) shareholders that are individuals, trusts or estates are generally entitled to a deduction equal to 20% of the aggregate amount of ordinary income dividends received from a REIT (not including dividends that are eligible for the reduced rates applicable to "qualified dividend income" or treated as capital gain dividends), subject to certain limitations.
The presence of contamination or the failure to remediate contamination may adversely affect our ability to sell or lease the real estate or to borrow using the real estate as collateral. We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.
The presence of contamination or the failure to remediate contamination may adversely affect our ability to sell or lease the real estate or to borrow using the real estate as collateral. 34 Table of Contents We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.
Our inability to generate sufficient cash flow to satisfy our debt service requirements or to refinance our obligations on commercially reasonable terms may have an adverse effect, which could be material to our business, financial position or results of operations. We may have future capital needs and may not be able to obtain additional debt financing on acceptable terms.
Our inability to generate sufficient cash flow to satisfy our debt service requirements or to refinance our obligations on commercially reasonable terms may have an adverse effect, which could be material to our business, financial position or results of operations. 40 Table of Contents We may have future capital needs and may not be able to obtain additional debt financing on acceptable terms.
Although we require our operators and tenants to undertake to indemnify us for certain environmental liabilities, including environmental liabilities they cause, the amount of such liabilities could exceed the financial ability of the tenant or operator to indemnify us.
Although we require our tenants to undertake to indemnify us for certain environmental liabilities, including environmental liabilities they cause, the amount of such liabilities could exceed the financial ability of the tenant or operator to indemnify us.
The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to outstanding obligations, if any, under our $2.09 billion revolving credit facility (the "Initial Revolving Credit Facility") and our Term Loan Credit Facility. These debt instruments are indexed to a Secured Overnight Financing Rate ("SOFR").
The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to outstanding obligations, if any, under our $2.09 billion revolving credit facility (the "Initial Revolving Credit Facility") and our Term Loan 41 Table of Contents Credit Facility. These debt instruments are indexed to a Secured Overnight Financing Rate ("SOFR").
Our charter provides for restrictions on ownership and transfer of our shares of stock, including restrictions on such ownership or transfer that would cause the rents received or 35 Table of Contents accrued by us from our tenants, to be treated as non-qualifying rent for purposes of the REIT gross income requirements.
Our charter provides for restrictions on ownership and transfer of our shares of stock, including restrictions on such ownership or transfer that would cause the rents received or accrued by us from our tenants, to be treated as non-qualifying rent for purposes of the REIT gross income requirements.
Our success depends on our ability to attract, motivate and retain key personnel and plan for future executive transitions. 34 Table of Contents The loss of any of our key personnel, particularly our Chairman and Chief Executive Officer, Peter M. Carlino, could harm our business and prospects and could impede the achievement of our strategic objectives. Mr.
Our success depends on our ability to attract, motivate and retain key personnel and plan for future executive transitions. The loss of any of our key personnel, particularly our Chairman and Chief Executive Officer, Peter M. Carlino, could harm our business and prospects and could impede the achievement of our strategic objectives. Mr.
If we foreclose on the property and take ownership, we may incur a significant loss on disposing of the property or, 32 Table of Contents in the alternative, we may not be able to lease the property at all or on terms reasonably acceptable to us if we determine to continue to own the property.
If we foreclose on the property and take ownership, we may incur a significant loss on disposing of the property or, in the alternative, we may not be able to lease the property at all or on terms reasonably acceptable to us if we determine to continue to own the property.
In the event that any current lease or any future lease agreement we enter into is terminated or expires and a new tenant is found, any delays in the new tenant receiving regulatory approvals from the applicable state 31 Table of Contents government agencies, or the inability to receive such approvals, may prolong the period during which we are unable to collect the applicable rent.
In the event that any current lease or any future lease agreement we enter into is terminated or expires and a new tenant is found, any delays in the new tenant receiving regulatory approvals from the applicable state government agencies, or the inability to receive such approvals, may prolong the period during which we are unable to collect the applicable rent.
In addition to reducing corporate and individual income tax rates, the Tax Cuts and Jobs Act eliminates or restricts various deductions that, along with other provisions, may change the way that we calculate our REIT taxable income and our TRS’s taxable income.
In addition to reducing corporate and individual income tax rates, the Tax Cuts 37 Table of Contents and Jobs Act eliminates or restricts various deductions that, along with other provisions, may change the way that we calculate our REIT taxable income and our TRS’s taxable income.
Our total variable rate debt approximated 12% of our total debt at December 31, 2024. Covenants in our debt agreements may limit our operational flexibility, and a covenant breach or default could materially adversely affect our business, financial position or results of operations.
Our total variable rate debt approximated 13% of our total debt at December 31, 2025. Covenants in our debt agreements may limit our operational flexibility, and a covenant breach or default could materially adversely affect our business, financial position or results of operations.
GLPI's charter, with certain exceptions, authorizes the Board of Directors to take such actions as are necessary and 37 Table of Contents desirable to preserve GLPI's qualification as a REIT.
GLPI's charter, with certain exceptions, authorizes the Board of Directors to take such actions as are necessary and desirable to preserve GLPI's qualification as a REIT.
The Ione Loan exposes us to several additional risks related to our ability to realize repayment of amounts lent in the event of a default by Ione, including risks that: • The limited waiver by Ione and its development subsidiary of sovereign immunity granted under the loan documents may not be deemed enforceable, which could preclude us from exercising remedies or enforcing our rights under the loan documents; • It may be difficult to find a federal or state court willing or able to exert jurisdiction over any lawsuit we might file to try to obtain a judgment against the tribe and its development subsidiary; • We are not permitted to exercise customary foreclosure remedies on the fee simple ownership of the land or buildings that are intended to be constructed with proceeds of the Ione Loan, or replace the tribe or its operating subsidiary as the operator of the casino once it opens; and The assets of the tribe and its economic development subsidiaries may be insufficient to result in payment in full to us of the amounts lent to the tribe under the Ione Loan.
The Ione Loan and loans extended under our agreements with the Dry Creek exposes us to several additional risks related to our ability to realize repayment of amounts lent in the event of a default by these parties, including risks that: • The limited waiver by Ione and Dry Creek and its development subsidiary of sovereign immunity granted under the loan documents may not be deemed enforceable, which could preclude us from exercising remedies or enforcing our rights under the loan documents; • It may be difficult to find a federal or state court willing or able to exert jurisdiction over any lawsuit we might file to try to obtain a judgment against the tribe and its development subsidiary; • We are not permitted to exercise customary foreclosure remedies on the fee simple ownership of the land or buildings that are intended to be constructed with proceeds of the Ione Loan or financing provided to Dry Creek, or replace the tribe or its operating subsidiary as the operator of the casino once it opens; and 33 Table of Contents • The assets of the tribe and its economic development subsidiaries may be insufficient to result in payment in full to us of the amounts lent to the tribe under the Ione Loan or financings provided to Dry Creek.
ITEM 1A. RISK FACTORS Risk Factors Relating to Our Business The majority of our revenues are dependent on PENN and its subsidiaries until we further diversify our portfolio. Any event that has a material adverse effect on PENN’s business, financial position or results of operations may have a material adverse effect on our business, financial position or results of operations.
ITEM 1A. RISK FACTORS Risk Factors Relating to Our Business The majority of our revenues are dependent on PENN and its subsidiaries. Any event that has a material adverse effect on PENN’s business, financial position or results of operations may have a material adverse effect on our business, financial position or results of operations.
Therefore, our success is to some degree dependent on the gaming industry, which could be adversely affected by economic conditions in general, changes in consumer trends and preferences and other factors over which our tenants have no control.
Therefore, our success is dependent on the strength of the gaming industry, which could be adversely affected by economic conditions in general, changes in consumer trends and preferences and other factors over which our tenants have no control.
Specific factors that may have a significant effect on the market price for our common stock include, among others, the following: • changes in stock market analyst recommendations or earnings estimates regarding our common stock or other comparable REITs; • actual or anticipated fluctuations in our revenue stream or future prospects; • strategic actions taken by us or our competitors, such as acquisitions; • our failure to close pending acquisitions; • our failure to achieve the perceived benefits of our acquisitions, including financial results, as rapidly as or to the extent anticipated by financial or industry analysts; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business and operations or the gaming industry; • changes in tax or accounting standards, policies, guidance, interpretations or principles; • changes in the interest rate environment and/or the impact of rising inflation; • adverse conditions in the financial markets or general U.S. or international economic conditions, including those resulting from war, incidents of terrorism and responses to such events; and • sales of our common stock by members of our management team or other significant shareholders. 41 Table of Contents Risk Factors Relating to Our Acquisition of Pinnacle and Tropicana's Gaming Properties Our recourse against Tropicana, including for any breaches under the Amended Real Estate Purchase Agreement or the Tropicana Merger Agreement, is limited.
Specific factors that may have a significant effect on the market price for our common stock include, among others, the following: 42 Table of Contents • changes in stock market analyst recommendations or earnings estimates regarding our common stock or other comparable REITs; • actual or anticipated fluctuations in our revenue stream or future prospects; • strategic actions taken by us or our competitors, such as acquisitions; • our failure to close pending acquisitions; • our failure to achieve the perceived benefits of our acquisitions, including financial results, as rapidly as or to the extent anticipated by financial or industry analysts; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business and operations or the gaming industry; • changes in tax or accounting standards, policies, guidance, interpretations or principles; • changes in the interest rate environment and/or the impact of rising inflation; • adverse conditions in the financial markets or general U.S. or international economic conditions, including those resulting from war, incidents of terrorism and responses to such events; and • sales of our common stock by members of our management team or other significant shareholders.
Any claims against such bankrupt tenant for unpaid future rent would be subject to statutory limitations that would likely result in our receipt of rental revenues that are substantially less than the contractually specified rent we are owed under the lease or leases.
Any claims against such bankrupt tenant for unpaid future rent would be subject to statutory limitations that would likely result in our receipt of rental revenues that are substantially less than the contractually specified rent we are owed under the lease or leases. In addition, any claim we have for unpaid past rent may not be paid in full.
As of December 31, 2024, we had approximately $7.7 billion in long-term indebtedness, net of unamortized debt issuance costs, bond premiums and original issuance discounts, consisting of: • $6,875.0 million of outstanding senior unsecured notes; • $600.0 million of term loans, • $332.5 million of borrowings under our revolving credit facility, and • approximately $0.3 million of finance lease liabilities related to certain assets.
As of December 31, 2025, we had approximately $7.2 billion in long-term indebtedness, net of unamortized debt issuance costs, bond premiums and original issuance discounts, consisting of: • $6,350.0 million of outstanding senior unsecured notes; • $600.0 million of term loans, • $331.6 million of borrowings under our revolving credit facility, and • approximately $0.1 million of finance lease liabilities related to certain assets.
Additionally, sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our common stock, make it more difficult for our shareholders to sell their GLPI common stock at a time and price that they deem appropriate and impair our future ability to raise capital through an offering of our equity securities. 39 Table of Contents Adverse changes in our credit rating may affect our borrowing capacity and borrowing terms.
Additionally, sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our common stock, make it more difficult for our shareholders to sell their GLPI common stock at a time and price that they deem appropriate and impair our future ability to raise capital through an offering of our equity securities.
As we are subject to risks inherent in substantial investments in a single industry, a decrease in the gaming business may have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio, particularly because a component of the rent under our leases is based, over time, on the revenue of the gaming facilities operated by our tenants.
A decrease in the gaming business may have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio, particularly because a component of the rent under our leases is based, over time, on the revenue of the gaming facilities operated by our tenants.
If we cannot obtain additional capital, our growth may be limited. As described above, in order to qualify and maintain our qualification as a REIT each year, we are required to distribute at least 90% of our REIT taxable income, excluding net capital gains, to our shareholders.
As described above, in order to qualify and maintain our qualification as a REIT each year, we are required to distribute at least 90% of our REIT taxable income, excluding net capital gains, to our shareholders.
In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by securities of one or more TRSs.
In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% (25% for 38 Table of Contents years beginning after December 31, 2025) of the value of our total assets can be represented by securities of one or more TRSs.
We might not be able to exercise customary enforcement rights as the lender under the Ione Loan.
We might not be able to exercise customary enforcement rights as the lender under our tribal loans.
Our credit rating may affect the amount of capital we can access, as well as the terms of any financing we obtain. Because we rely in part on debt financing to fund growth, the absence of an investment grade credit rating or any credit rating downgrade may have a negative effect on our future growth.
Because we rely in part on debt financing to fund growth, the absence of an investment grade credit rating or any credit rating downgrade may have a negative effect on our future growth. If we cannot obtain additional capital, our growth may be limited.
We cannot guarantee that we will be able to sell or re-lease such properties or that lease termination fees, if any, received in exchange for such releases will be sufficient to make up for the rental revenues lost as a result of such lease amendments.
We cannot guarantee that we will be able to sell or re-lease such properties or that lease termination fees, if any, received in exchange for such releases will be sufficient to make up for the rental revenues lost as a result of such lease amendments. 30 Table of Contents Our pursuit of investments in, and acquisitions or development of, additional properties may be unsuccessful or fail to meet our expectations.
Currently, there are proposals that would legalize several forms of internet gaming and other alternative wagering products in a number of states. Further, several states have already approved intrastate internet gaming and sports betting.
Currently, there are proposals that would legalize several forms of internet gaming and other alternative wagering products in a number of states. Further, several states have already approved intrastate internet gaming and sports betting. In addition, prediction markets currently operate as federally regulated exchanges and, therefore, may operate in states that otherwise prohibit internet gaming.
A component of the rent under our leases is based, over time, on the revenues of the gaming facilities operated by PENN and Boyd on our properties; consequently, a casualty that leads to the loss of use of a casino facility subject to our leases for an extended period may negatively impact our revenues.
A component of the rent under our leases is based, over time, on the revenues of the gaming facilities operated by PENN and Boyd on our properties; consequently, a casualty that leads to the loss of use of a casino facility subject to our leases for an extended period may negatively impact our revenues. 31 Table of Contents The Company cannot predict the impact that changing climate conditions will have on the Company’s business, financial condition, results of operations or cash flows.
Moreover, tenants who are considering filing for bankruptcy protection may request amendments of their master leases to remove certain of the properties they lease from us under such master leases.
We may also be unable to re-lease a terminated or rejected space or to re-lease it on comparable or more favorable terms. Moreover, tenants who are considering filing for bankruptcy protection may request amendments of their master leases to remove certain of the properties they lease from us under such master leases.
These alternatives could increase our costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our stock.
These alternatives could increase our costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our stock. Restrictions on our indebtedness, including restrictions on our ability to incur additional indebtedness or make certain distributions, could preclude us from meeting the 90% distribution requirement.
If we were to fail to qualify to be taxed as a REIT in any taxable year, we would be subject to U.S. federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and dividends paid to our shareholders would not be deductible by us in computing our taxable income.
Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. 36 Table of Contents If we were to fail to qualify to be taxed as a REIT in any taxable year, we would be subject to U.S. federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and dividends paid to our shareholders would not be deductible by us in computing our taxable income.
Our outstanding debt is periodically rated by nationally recognized credit rating agencies. The credit ratings are based upon our operating performance, liquidity and leverage ratios, overall financial position, and other factors viewed by the credit rating agencies as relevant to both our industry and the economic outlook.
The credit ratings are based upon our operating performance, liquidity and leverage ratios, overall financial position, and other factors viewed by the credit rating agencies as relevant to both our industry and the economic outlook. Our credit rating may affect the amount of capital we can access, as well as the terms of any financing we obtain.
Expansion of internet gaming and sports betting in other jurisdictions may compete with our traditional operations, which could have an adverse impact on our business and result of operations. Certain of our tenants operate and manage facilities that are located in areas that experience extreme weather conditions and are more sensitive to the adverse effects of climate change.
Certain of our tenants operate and manage facilities that are located in areas that experience extreme weather conditions and are more sensitive to the adverse effects of climate change.
Changes to U.S. federal income tax laws could materially and adversely affect us and our shareholders. The Tax Cuts and Jobs Act made significant changes to the federal income taxation of individuals and corporations under the Code, generally effective for taxable years beginning after December 31, 2017.
The Tax Cuts and Jobs Act made significant changes to the federal income taxation of individuals and corporations under the Code, generally effective for taxable years beginning after December 31, 2017 many of which were extended by the OBBBA Act signed into law on July 4, 2025.
We intend to continue to originate loans or provide direct funding for construction of gaming properties.
Virginia Casino & Hotel, in Petersburg, Virginia, being developed by The Cordish Companies and Bruce Smith Enterprise, none of which has been advanced as of December 31, 2025. We intend to continue to originate loans or provide direct funding for construction of gaming properties.
Removed
In addition, any claim we have for unpaid past rent, if any, may not be paid in full. We may also be unable to re-lease a terminated or rejected space or to re-lease it on comparable or more favorable terms.
Added
Any event that has a material adverse effect on PENN’s business, financial position or results of operations, including a corporate change in control event or a material change in the composition of PENN's board of directors could have a material adverse effect on our business, financial position or results of operations.
Removed
Our pursuit of investments in, and acquisitions or development of, additional properties may be unsuccessful or fail to meet our expectations.
Added
Prediction markets and the expansion of internet gaming and sports betting in other jurisdictions may compete with our traditional operations, which could have an adverse impact on our business and result of operations.
Removed
The Company cannot predict the impact that changing climate conditions will have on the Company’s business, financial condition, results of operations or cash flows.
Added
As of December 31, 2025, we have agreed to provide significant financing for casino development projects, including: • Up to $940 million of construction hard costs for Bally’s Chicago, $201.6 million of which has been advanced as of December 31, 2025.
Removed
As of December 31, 2024, we have agreed to provide significant financing for casino development projects, including: • Up to $940 million of construction hard costs for Bally’s Chicago, none of which had been advanced as of December 31, 2024; • Up to $225 million for the relocation of PENN’s riverboat casino in Aurora, Illinois, none of which had been advanced as of December 31, 2024; • At PENN’s election, up to $350 million for the relocation of Hollywood Casino Joliet, the construction of a hotel at Hollywood Casino Columbus and/or the construction of a second hotel tower at the M Resort Spa Casino, none of which has been requested by PENN as of December 31, 2024; • $150 million for the development of the Hard Rock Casino in Rockford, IL, all of which had been advanced as of December 31, 2024; • $110 million in connection with the Ione Loan, of which $15.1 million had been advanced as of December 31, 2024; • $111 million for the development of a landside casino at The Belle, of which $35.1 million had been advanced as of December 31, 2024; • $16.5 million for the development of a landside casino at the Queen Casino Marquette, none of which had been advanced as of December 31, 2024; • Up to $150 million of construction hard costs for PENN's Ameristar Casino Council Bluffs, none of which had been advanced as of December 31, 2024.
Added
The permanent casino and entertainment destination remains under construction. • Up to $225 million for the relocation of PENN’s riverboat casino in Aurora, Illinois, none of which has been advanced as of December 31, 2025.
Removed
Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals.
Added
The new facility is expected to open in the first half of 2026. • Development funding of up to $175 million of which $48.5 million has been advanced as of December 31, 2025, for a potential transaction at the former Tropicana Las Vegas site with Bally's. • $110 million related to the Ione Loan, $56.6 million of which has been advanced as of December 31, 2025.
Removed
Restrictions on our indebtedness, including restrictions on our ability to incur additional indebtedness or make certain distributions, could preclude us from meeting the 90% distribution 36 Table of Contents requirement.
Added
The facility is anticipated to open in February 2026. • $16.5 million for the landside development project at Queen Casino Marquette, $9.6 million of which has been advanced as of December 31, 2025. 32 Table of Contents • For the relocation of PENN's Ameristar Casino Council Bluffs, an amount not to exceed the greater of (i) the construction hard costs associated with the project and (ii) $150 million, none of which has been advanced as of December 31, 2025. • A $225.3 million commitment to serve as the lead real estate financing partner for a new, integrated resort, Caesars Republic Sonoma County, that will be developed on the site of the current River Rock Casino.
Added
As of December 31, 2025, the Company had funded all of its $45.3 million term loan B commitment. The remaining $180 million delayed draw term loan has not been funded as of December 31, 2025. • A $467 million commitment to fund the land and hard cost development of the future Live!
Added
Our long-term, triple-net leases include rent escalations over specified periods that in some instances are fixed or capped and will generally continue to apply regardless of the amount of cash flows generated by the properties subject to such lease agreements.
Added
The annual rent escalations under our lease agreements will generally continue to apply regardless of the amount of cash flows generated by the subject properties.
Added
Accordingly, if the cash flows generated by such properties decrease, do not increase at the same rate as the rent escalations, or do not increase as anticipated, including in connection with any capital improvement projects, the rents payable under such lease agreements will over time comprise a higher percentage of the cash flows generated by the applicable tenant and/or guarantor, which could make it more difficult for them to meet their respective obligations to us under the lease agreements (and related guarantees, as applicable).
Added
We face certain risks related to our properties that are subject to ground and use lease arrangements.
Added
In certain instances, we may be the lessee under long-term ground lease arrangements, which are then subleased to our tenants, or make investments into properties that are subject to long-term ground lease arrangements, some of which may involve local municipalities, states and other governmental bodies as the applicable lessor.
Added
Unless extended, upon expiration of 35 Table of Contents such leases, we will no longer have rights with respect to these properties or portions of the properties, as the case may be, which could impact our tenant’s ability to operate the property, which could, in turn, adversely affect our business, financial condition and results of operations.
Added
In addition, although payments under such leases are the responsibility of our tenants, these payments may be contractually increased over time, which could adversely affect our tenants’ and, therefore, our business, financial condition and results of operations. Further, we may rely on our tenants at such properties to maintain compliance with the terms of any such ground or use lease.
Added
Uncertainty regarding and changes in U.S. trade policies and tariffs may increase costs and adversely affect our tenants’, and, therefore, our financial condition.
Added
In recent years, the U.S. government has indicated its intent to alter its approach to international trade policy and renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken related actions.
Added
For example, the U.S. government has imposed, and may in the future further increase, tariffs on certain foreign goods, including from China, such as steel and aluminum. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods.
Added
Changes in trade policy, including the imposition of new tariffs or the expansion of existing tariffs on imported goods, may increase the cost of construction materials, equipment, furnishings, technology, and other goods used in the development, renovation, maintenance, and operation of our properties, and may delay the completion of construction due to supply-chain disruptions.
Added
Such changes could, for example, have a material impact on the cost and projected timeline of Bally’s Chicago, on which construction began in late August 2024 and is projected to continue until at least late 2026. Under certain of our lease arrangements, our tenants are responsible for funding capital expenditures and maintenance obligations.
Added
Increased costs resulting from tariffs or trade restrictions could adversely affect our tenants’ operating margins, reduce cash flow available for rent payments, or cause tenants to defer, reduce, or renegotiate capital investment plans, which could negatively affect the long-term competitiveness and value of our properties.
Added
In some circumstances, increased costs or delays could also give rise to disputes regarding the allocation of responsibility for capital expenditures or maintenance under our leases. In addition, tariffs and related trade measures may contribute to broader inflationary pressures, which could increase interest rates, raise our cost of capital, and adversely affect the valuation of our real estate assets.
Added
Inflationary impacts on consumers may reduce discretionary spending on gaming, hospitality, and entertainment, which could further pressure our tenants’ revenues and financial condition. Trade restrictions or retaliatory measures could also affect international travel and tourism, which could further impact our tenants’ financial condition, results of operations, and cash flows.
Added
Changes to U.S. federal income tax laws could materially and adversely affect us and our shareholders.
Added
Adverse changes in our credit rating may affect our borrowing capacity and borrowing terms. Our outstanding debt is periodically rated by nationally recognized credit rating agencies.
Added
Risk Factors Relating to Our Acquisition of Pinnacle and Tropicana's Gaming Properties Our recourse against Tropicana, including for any breaches under the Amended Real Estate Purchase Agreement or the Tropicana Merger Agreement, is limited.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−1 removed7 unchanged
Biggest changeRisks from cybersecurity threats have not materially affected the Company to date and are not reasonably likely to materially affect the Company, including the Company's business strategy, results of operations or financial condition.
Biggest changeRisks from cybersecurity threats have not materially affected the Company to date and are not reasonably likely to materially affect the Company, including the Company's business strategy, results of operations or financial condition. Other than widespread threats generally affecting businesses, the Company has not experienced threats to or breaches of its data or systems, including malware and computer virus attacks.
The Company engages third party vendors to periodically test, monitor and maintain the performance and effectiveness of the Company’s cyber risk program. In addition, in 2023 the Company participated in a comprehensive third-party cyber risk review as part of its annual insurance renewal process and consideration of cyber risk coverage.
The Company engages third party vendors to periodically test, monitor and maintain the performance and effectiveness of the Company’s cyber risk program. In addition, in 2025 the Company participated in a comprehensive third-party cyber risk review as part of its annual insurance renewal process and consideration of cyber risk coverage.
The Company's Vice President of Information Technology has two decades of experience in the Information Technology industry, with a strong emphasis on cybersecurity whose professional experience is distinguished by a Bachelor's degree in Network Operation and Security and enriched by practical, hands on experience in the field.
The Company's Vice 43 Table of Contents President of Information Technology has two decades of experience in the Information Technology industry, with a strong emphasis on cybersecurity whose professional experience is distinguished by a Bachelor's degree in Network Operation and Security and enriched by practical, hands on experience in the field.
Removed
Other than widespread threats generally affecting businesses, the Company has not experienced threats to or breaches of its data or systems, including malware and computer 42 Table of Contents virus attacks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES Rental Properties As of December 31, 2024, the Company had 68 rental properties, consisting of the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 6 gaming and related facilities operated by Caesars, the real property associated with 4 gaming and related facilities operated by Boyd, the real property associated with 3 gaming and related facilities operated by the Cordish Companies, 15 gaming and related facilities operated by Bally's (including Casino Queen) and 1 facility under development for Bally's in Chicago, Illinois, 1 gaming facility managed by a subsidiary of Hard Rock, 3 gaming and related facilities operated by Strategic and 1 gaming and related facility operated by American Racing.
Biggest changePROPERTIES Rental Properties As of December 31, 2025, the Company had 69 rental properties, consisting of the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 6 gaming and related facilities operated by Caesars, the real property associated with 4 gaming and related facilities operated by Boyd, the real property associated with 3 gaming and related facilities operated by the Cordish Companies, 15 gaming and related facilities operated by Bally's (including Casino Queen) and 1 facility under development for Bally's in Chicago, Illinois, 1 gaming facility managed by a subsidiary of Hard Rock, 4 gaming and related facilities operated by Strategic and 1 gaming and related facility operated by American Racing.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFurther, no assurance can be given that the amount or scope of existing insurance coverage carried by the Company or its tenants will be sufficient to cover losses arising from such matters. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 43 Table of Contents PART II
Biggest changeFurther, no assurance can be given that the amount or scope of existing insurance coverage carried by the Company or its tenants will be sufficient to cover losses arising from such matters. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 44 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is quoted on the NASDAQ Global Select Market under the symbol "GLPI." As of February 13, 2025, there were approximately 676 holders of record of our common stock.
Biggest changeITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is quoted on the NASDAQ Global Select Market under the symbol "GLPI." As of February 11, 2026, there were approximately 660 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeMaster Lease 50,729 — — — 50,729 — 1,241 8,935 60,905 Casino Queen Master Lease 31,662 — — — 31,662 150 — — 31,812 Tropicana Las Vegas Lease — 12,188 — — 12,188 — — 2 12,190 Rockford Lease — 8,053 — — 8,053 — — 2,014 10,067 Rockford Loan — — — 10,055 10,055 — — — 10,055 Tioga Downs Lease 13,106 — — — 13,106 — 5 2,346 15,457 Strategic Gaming Leases 5,774 — — — 5,774 — 247 690 6,711 Ione Loan — — — 437 437 — — — 437 Bally's Chicago Lease — 6,111 — — 6,111 (6,111) — — — Total $ 1,149,743 $ 181,189 $ 70,346 $ 10,492 $ 1,411,770 $ 56,102 $ 34,708 $ 28,966 $ 1,531,546 (2) Includes $0.3 million of tenant improvement allowance amortization for the year ended December 31, 2024 59 Table of Contents Year Ended December 31, 2023 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight line rent Ground rent in revenue Accretion on financing leases Total income from real estate Amended PENN Master Lease $ 208,889 $ 43,035 $ 29,977 $ — $ 281,901 $ (7,610) $ 2,304 $ — $ 276,595 PENN 2023 Master Lease 232,750 — (312) — 232,438 25,388 — — 257,826 Amended Pinnacle Master Lease 239,532 71,256 28,655 — 339,443 7,432 8,255 — 355,130 PENN Morgantown Lease — 3,092 — — 3,092 — — — 3,092 Caesars Master Lease 63,493 23,729 — — 87,222 9,378 1,449 — 98,049 Horseshoe St.
Biggest changeMaster Lease 50,729 — — — 50,729 — 1,241 8,935 60,905 Casino Queen Master Lease 31,662 — — — 31,662 150 — — 31,812 Tropicana Las Vegas Lease — 12,188 — — 12,188 — — 2 12,190 Rockford Lease — 8,053 — — 8,053 — — 2,014 10,067 Rockford Loan — — — 10,055 10,055 — — — 10,055 Tioga Downs Lease 13,106 — — — 13,106 — 5 2,346 15,457 Strategic Gaming Leases 5,774 — — — 5,774 — 247 690 6,711 Ione Loan — — — 437 437 — — — 437 Bally's Chicago Lease — 6,111 — — 6,111 (6,111) — — — Total $ 1,149,743 $ 181,189 $ 70,346 $ 10,492 $ 1,411,770 $ 56,102 $ 34,708 $ 28,966 $ 1,531,546 (1) Includes $0.3 million of tenant improvement allowance amortization for the year ended December 31, 2024.
Net cash used in investing activities during the year ended December 31, 2024 consisted primarily of $844.3 million for the acquisition of the real estate assets of Bally's Kansas City and Shreveport properties which were added to the Bally's Master Lease II, for the acquisition of real estate for the Bally's Chicago development project, the Belle landside development project and the real estate assets contained within the Tioga Downs Lease and Strategic Gaming Leases which were accounted for as Investment in leases, financing receivables.
Net cash used in investing activities during the year ended December 31, 2024 consisted primarily of $844.3 million for the acquisition of the real estate assets of Bally's Kansas City and Shreveport properties which were added to the Bally's Master Lease II, the acquisition of real estate for Bally's Chicago, the Belle landside development project and the real estate assets contained within the Tioga Downs Lease and Strategic Gaming Leases which were accounted for as Investment in leases, financing receivables.
The interest rates payable on the loans borrowed under the Second Amended Credit Agreement are, at GLP Capital's option, equal to either a SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725% to 1.40% per annum for SOFR loans and 0.0% to 0.4% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Second Amended Credit Agreement.
The interest rates payable on the loans borrowed under the Amended Credit Agreement are, at GLP Capital's option, equal to either a SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725% to 1.40% per annum for SOFR loans and 0.0% to 0.4% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Amended Credit Agreement.
Subject to customary conditions, including pro forma compliance with financial covenants, GLP Capital can obtain additional term loan commitments and incur incremental term loans or revolving commitments, and outstanding bridge revolving loans shall not exceed $3.5 billion outstanding under the Second Amended Credit Agreement. There is currently no commitment in respect of such incremental loans and commitments.
Subject to customary conditions, including pro forma compliance with financial covenants, GLP Capital can obtain additional term loan commitments and incur incremental term loans or revolving commitments, and outstanding bridge revolving loans shall not exceed $3.5 billion outstanding under the Amended Credit Agreement. There is currently no commitment in respect of such incremental loans and commitments.
Results of Operations The following are the most important factors and trends that contribute or may contribute to our operating performance: • We have announced or closed numerous transactions in recent years and expect to continue to grow our portfolio by pursuing opportunities to acquire additional gaming facilities (either existing facilities or new development facilities) to lease to gaming operators under prudent terms. • Several wholly-owned subsidiaries of PENN lease a substantial number of our properties and account for a significant portion of our revenue. • The risks related to economic conditions, including stress in the banking sector, high inflation levels and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and certain annual rent escalators we receive from our tenants as outlined in the long-term triple-net leases with these tenants. • The ability to refinance our significant levels of debt at attractive terms and obtain favorable funding in connection with future business opportunities. • The fact that the rules and regulations of U.S. federal income taxation are constantly under review by legislators, the IRS and the U.S.
Results of Operations The following are the most important factors and trends that contribute or may contribute to our operating performance: • We have announced or closed numerous transactions in recent years and expect to continue to grow our portfolio by pursuing opportunities to acquire additional gaming facilities (either existing facilities or new development facilities) to lease to gaming operators under prudent terms. 50 Table of Contents • Several wholly-owned subsidiaries of PENN lease a substantial number of our properties and account for a significant portion of our revenue. • The risks related to economic conditions, including stress in the banking sector, high inflation levels and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and certain annual rent escalators we receive from our tenants as outlined in the long-term triple-net leases with these tenants. • The ability to refinance our significant levels of debt at attractive terms and obtain favorable funding in connection with future business opportunities. • The fact that the rules and regulations of U.S. federal income taxation are constantly under review by legislators, the IRS and the U.S.
In addition, GLP Capital will pay a facility fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Second Amended Credit Agreement from time to time. The current facility fee rate is 0.25%.
In addition, GLP Capital will pay a facility fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Amended Credit Agreement from time to time. The current facility fee rate is 0.25%.
The loans under the Term Loan Credit Facility may be used solely to finance a portion of the purchase price of the acquisition of one or more specified properties of Bally’s in one or a series of related transactions (the “Acquisition”) and to pay fees, costs and expenses incurred in connection therewith.
The loans under the Term Loan Credit Facility may be used solely to finance a portion of the purchase price of the acquisition of one or more specified properties of Bally’s in one or a series of related transactions and to pay fees, costs and expenses incurred in connection therewith.
The Second Amended Credit Agreement includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio.
The Amended Credit Agreement includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio.
GLP Capital may prepay all or any portion of the loans under the Second Amended Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow loans that it has repaid.
GLP Capital may prepay all or any portion of the loans under the Amended Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow loans that it has repaid.
The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Second Amended Credit Agreement, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.
The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Amended Credit Agreement, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.
The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from dispositions of property, net of tax and real estate depreciation.
The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from dispositions of property and real estate depreciation.
Amended Bridge Revolving Facilities are intended to be used solely to fund cash distributions to third-party contributors in connection with their contribution of one or more properties to GLP.
Amended Bridge Revolving Facilities are intended to be used solely to fund cash distributions to third-party contributors in connection with their contribution of one or more properties to GLP Capital.
The Second Amended Credit Agreement also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Amended PENN Master Lease (subject to certain replacement rights).
The Amended Credit Agreement also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Amended PENN Master Lease (subject to certain replacement rights).
GLP’s ability to borrow under any Amended Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP’s financial covenants, as well as the receipt by the Agent of a satisfactory conditional guarantee of the loans under the applicable Amended Bridge Revolving Facility by the applicable contributor or its affiliate, subject to the prior enforcement of all remedies against GLP Capital, GLPI and other applicable sources other than such guarantor.
GLP Capital’s ability to borrow under any Amended Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP Capital’s financial covenants, as well as the receipt by the Agent of a satisfactory conditional guarantee of the loans under the applicable Amended Bridge Revolving Facility by the applicable contributor or its affiliate, subject to the prior enforcement of all remedies against GLP Capital, GLPI and other applicable sources other than such guarantor.
In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a 66 Table of Contents calendar year is less than a minimum amount specified under U.S. federal income tax laws. We intend to make distributions to our shareholders to comply with the REIT requirements of the Code.
In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum amount specified under U.S. federal income tax laws. We intend to make distributions to 61 Table of Contents our shareholders to comply with the REIT requirements of the Code.
We have identified the accounting for leases, investment in leases, financing receivables, net, allowance for credit losses, income taxes, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.
We have identified the accounting for leases, investment in leases, financing receivables, net, allowance for credit losses, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.
We have elected to use an econometric default and loss rate model to estimate the Allowance for credit losses, or CECL allowance. This model requires us to calculate and input lease and property-specific credit and performance metrics which in conjunction with forward-looking economic forecasts, project estimated credit losses over the life of the lease or loan.
We have elected to use an econometric default and loss rate model to estimate the Allowance for credit losses, or CECL allowance. This model requires us to calculate and input lease and property-specific credit and performance metrics 49 Table of Contents which in conjunction with forward-looking economic forecasts, project estimated credit losses over the life of the lease or loan.
Department of the Treasury. Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI's investors or GLPI. 55 Table of Contents • Our leases contain variable rent that resets on varying schedules depending on the lease.
Department of the Treasury. Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI's investors or GLPI. • Our leases contain variable rent that resets on varying schedules depending on the lease.
See "Risk Factors-Risks Related to Our Capital Structure" of this Annual Report on Form 10-K for a discussion of the risk related to our capital structure. 67 Table of Contents
See "Risk Factors-Risks Related to Our Capital Structure" of this Annual Report on Form 10-K for a discussion of the risk related to our capital structure. 62 Table of Contents
GLPI is required to maintain its status as a REIT and is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status. GLPI is also permitted to make other dividends and distributions, subject to pro forma compliance with the financial covenants and the absence of defaults.
GLPI is required to maintain its status as a REIT and is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status. GLPI is also 60 Table of Contents permitted to make other dividends and distributions, subject to pro forma compliance with the financial covenants and the absence of defaults.
Finally, we define Adjusted EBITDA as net income excluding, as applicable to the particular period, interest, net; income tax expense; real estate depreciation; other depreciation; (gains) or losses from dispositions of property; stock based compensation expense; straight-line rent and deferred rent adjustments; amortization of land rights; accretion on Investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; property transfer tax recoveries; losses on debt extinguishment; and provision (benefit) for credit losses, net.
Finally, we define Adjusted EBITDA as net income excluding, as applicable to the particular period, interest, net; income tax expense; real estate depreciation; other depreciation; (gains) or losses from dispositions of property; stock based compensation expense; straight-line rent and deferred rent adjustments; amortization of land rights; accretion on Investment in leases; non-cash adjustments to financing lease liabilities; losses on debt extinguishment; severance charges and provision (benefit) for credit losses, net.
Readers are directed to Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for these disclosures.
Readers are directed to Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for these disclosures.
The occurrence and continuance of an event of default under the Second Amended Credit Agreement will enable the lenders under the Second Amended Credit Agreement to accelerate the loans and terminate the commitments thereunder. At December 31, 2024, the Company was in compliance with all required financial covenants under the Second Amended Credit Agreement.
The occurrence and continuance of an event of default under the Amended Credit Agreement will enable the lenders under the Amended Credit Agreement to accelerate the loans and terminate the commitments thereunder. At December 31, 2025, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.
Term Loan Credit Agreement On September 2, 2022, GLP Capital entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (“Term Loan Agent”), and the other agents and lenders party thereto from time to time, providing for a $600 million delayed draw credit facility with a maturity date of September 2, 2027 (the “Term Loan Credit Facility”).
Term Loan Credit Agreement On September 2, 2022, GLP Capital entered into a term loan credit agreement (the "Term Loan Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent (the "Term Loan Agent"), and the other agents and lenders party thereto from time to time, providing for a $600 million delayed draw credit facility with a maturity date of September 2, 2027 (the "Term Loan Credit Facility").
The Term Loan Credit Facility is guaranteed by GLPI. 64 Table of Contents The availability of loans under the Term Loan Credit Facility is subject to customary conditions, including pro forma compliance with financial covenants, and the receipt by Term Loan Agent of a conditional guarantee of the Term Loan Credit Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s.
The availability of loans under the Term Loan Credit Facility is subject to customary conditions, including pro forma compliance with financial covenants, and the receipt by Term Loan Agent of a conditional guarantee of the Term Loan Credit Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s.
We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease portfolio. We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Consolidated Statements of Income for the relevant period.
We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease and loan portfolios. We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Consolidated Statements of Income for the relevant period.
The current commitment fee rate is 0.25%. The weighted average interest rate under the Term Loan Credit Facility at December 31, 2024 was 5.68%. Amortization and Prepayments The Term Loan Credit Facility is not subject to interim amortization. GLP Capital is not required to repay any loans under the Term Loan Credit Facility prior to maturity.
The current commitment fee rate is 0.25%. The weighted average interest rate under the Term Loan Credit Facility at December 31, 2025 was 5.02%. Amortization and Prepayments The Term Loan Credit Facility is not subject to interim amortization. GLP Capital is not required to repay any loans under the Term Loan Credit Facility prior to maturity.
At December 31, 2024, the Company was in compliance with all required financial covenants under its Senior Notes.
At December 31, 2025, the Company was in compliance with all required financial covenants under its Senior Notes.
The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date.
The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed after their respective par call date (90-180 days prior to their maturity), the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date.
At December 31, 2024, the Company was in compliance with all required financial covenants under the Term Loan Credit Facility. Senior Unsecured Notes At December 31, 2024, the Company had $6,875.0 million of outstanding senior unsecured notes (the "Senior Notes").
At December 31, 2025, the Company was in compliance with all required financial covenants under the Term Loan Credit Facility. Senior Unsecured Notes At December 31, 2025, the Company had $6,350.0 million of outstanding senior unsecured notes (the "Senior Notes").
We expect the majority of our future growth to come from acquisitions of gaming and other properties to lease to third parties.
We expect the majority of our future growth to come from funding commitments to our tenants and acquisitions of gaming and other properties to lease to third parties.
We define AFFO as FFO excluding, as applicable to the particular period, stock based compensation expense; the amortization of debt issuance costs; bond premiums and original issuance discounts; other depreciation; amortization of land rights; accretion on investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; property transfer tax recoveries; straight-line rent and deferred rent adjustments; losses on debt extinguishment; capitalized interest; and provision (benefit) for credit losses, net, reduced by capital maintenance expenditures.
We define AFFO as FFO excluding, as applicable to the particular period, stock based compensation expense; the amortization of debt issuance costs; bond premiums and original issuance discounts; other depreciation; amortization of land rights; accretion on investment in leases; non-cash adjustments to financing lease liabilities; straight-line 51 Table of Contents rent and deferred rent adjustments; losses on debt extinguishment; severance charges, capitalized interest; and provision (benefit) for credit losses, net, reduced by capital maintenance expenditures.
Management will monitor the credit risk related to its instruments subject to CECL by obtaining the applicable rent and interest coverage on a periodic basis. The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant.
Management monitors the credit risk related to its instruments subject to CECL by obtaining the applicable rent coverage on a quarterly basis. The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant.
Additionally, at December 31, 2024, the Company was contingently obligated under letters of credit issued pursuant to the Second Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,757.2 million of available borrowing capacity under the Second Amended Credit Agreement as of December 31, 2024.
Additionally, at December 31, 2025, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,758.0 million of available borrowing capacity under the Amended Credit Agreement as of December 31, 2025.
The major factors affecting our results for the year ended December 31, 2024, as compared to the year ended December 31, 2023, were as follows: • Total income from real estate was $1,531.5 million and $1,440.4 million for the years ended December 31, 2024 and 2023, respectively.
The major factors affecting our results for the year ended December 31, 2025, as compared to the year ended December 31, 2024, were as follows: • Total income from real estate was $1,594.8 million and $1,531.5 million for the years ended December 31, 2025 and 2024, respectively.
GLP Capital may prepay all or any portion of the loans under the Term Loan Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders, and may reborrow loans that it has repaid. Unused commitments under the Term Loan Credit Facility automatically terminated on August 31, 2023.
GLP Capital may prepay all or any portion of the loans under the Term Loan Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders, and may reborrow loans that it has repaid.
Provision for credit losses, net For the year ended December 31, 2024, the Company recorded a $37.3 million provision for credit losses as compared to a $6.5 million provision in the corresponding period in the prior year.
Provision for credit losses, net For the year ended December 31, 2025, the Company recorded a $8.7 million provision for credit losses as compared to a $37.3 million provision in the corresponding period in the prior year.
Outlook Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Second Amended Credit Agreement of $2.09 billion and our ability to raise equity proceeds, will be adequate to meet our anticipated debt service requirements, capital expenditures, working capital needs and dividend requirements.
Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Amended Credit Agreement and our ability to raise equity proceeds (including the Company's 2025 ATM Program), will be adequate to meet our anticipated debt service requirements, capital expenditures, working capital needs and dividend requirements.
The Company's percentage rent which is subject to adjustment was 5.0% of total cash rent in 2024 compared to 5.3% in 2023.
The Company's percentage rent which is subject to adjustment was 4.8% of total cash rent in 2025 compared to 5.0% in 2024.
If we consummate significant acquisitions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our 2022 ATM Program and future ATM Programs that we would expect to enter into once the 2022 ATM Program is fully utilized), issuance of additional OP Units, and/or debt offerings.
If we consummate significant acquisitions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our 2025 ATM Program), issuance of additional OP Units, and/or debt offerings.
Loans under the Amended Bridge Revolving Facility will not be treated pro rata with loans under the existing revolving credit facility. At December 31, 2024, $332.5 million was outstanding under the Second Amended Credit Agreement.
Loans under the Amended Bridge Revolving Facility will not be treated pro rata with loans under the existing revolving credit facility. At December 31, 2025, $331.6 million was outstanding under the Amended Credit Agreement.
This was offset by repayments of long term debt of $463.6 million, dividend payments of $830.7 million, non-controlling interest distributions of $24.6 million, financing costs of $24.7 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million.
These items were partially offset by the repayment of long term debt of $463.6 million, dividend payments of $830.7 million, non-controlling interest 57 Table of Contents distributions of $24.6 million, financing costs of $24.7 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million.
Certain Covenants and Events of Default The Second Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and make other restricted payments.
The weighted average interest rate under the Amended Credit Agreement at December 31, 2025 was 5.02%. 59 Table of Contents Certain Covenants and Events of Default The Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and make other restricted payments.
Investors are also cautioned that FFO, AFFO and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to 56 Table of Contents the fact that not all real estate companies use the same definitions.
Investors are also cautioned that FFO, AFFO and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP.
(2) Amounts exclude the non-cash interest expense gross up related to certain ground leases. Net income, FFO, AFFO, and Adjusted EBITDA were $807.6 million, $1,062.1 million, $1,060.9 million and $1,374.3 million, respectively, for the year ended December 31, 2024.
(2) Amounts exclude the non-cash interest expense gross up related to certain ground leases. Net income, FFO, AFFO, and Adjusted EBITDA were $850.4 million, $1,114.2 million, $1,120.1 million and $1,466.9 million, respectively, for the year ended December 31, 2025.
Finally, the Company had higher ground rent income of $0.3 million. • Total operating expenses increased by $29.2 million for the year ended December 31, 2024, as compared to the prior year.
Finally, the Company had higher ground rent income of $3.9 million. • Total operating expenses decreased by $7.6 million for the year ended December 31, 2025, as compared to the prior year.
Additionally, in accordance with Accounting Standards Codification ("ASC 842"), we record revenue for the ground lease rent paid by our tenants with an offsetting expense in land rights and ground lease expense within the Consolidated Statement of Income as we have concluded that as the lessee we are the primary obligor under the ground leases.
In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in land rights and ground lease expense within the consolidated statement of income as the Company has concluded that as the lessee it is the primary obligor under the ground leases.
Net cash provided by financing activities for the year ended December 31, 2023 was driven by the repayment of long term debt of $585.1 million, dividend payments of $834.0 62 Table of Contents million, non-controlling interest distributions of $24.1 million, financing costs of $4.0 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $13.4 million.
Net cash used by financing activities for the year ended December 31, 2025 was driven by repayments of long term debt of $1,826.0 million, dividend payments of $871.9 million, non-controlling interest distributions of $25.8 million, financing costs of $15.4 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.8 million.
The Company also recognized favorable straight-line and deferred rent adjustments of $16.2 million compared to the corresponding period in the prior year, as well as higher accretion of $5.9 million on its Investment in leases, financing receivables.
The Company also recognized unfavorable straight-line and deferred rent adjustments of $33.6 million compared to the corresponding period in the prior year, as well as lower accretion of $0.6 million on its Investment in leases.
In addition, the Company intends to redeem its 5.250% Notes which are due in June 2025. Our future operating performance and our ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.
Our future operating performance and our ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.
The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the years ended December 31, 2024 and 2023 is as follows: Year Ended December 31, 2024 2023 (in thousands) Net income $ 807,648 $ 755,370 (Gains) or losses from dispositions of property, net of tax (3,790) (22) Real estate depreciation 258,219 260,440 Funds from operations $ 1,062,077 $ 1,015,788 Straight-line rent and deferred rent adjustments (56,102) (39,881) Other depreciation 1,933 2,430 Amortization of land rights 13,270 13,554 Amortization of debt issuance costs, bond premiums and original issuance discounts (1) 11,229 9,857 Accretion on investment in leases, financing receivables (28,966) (23,056) Non-cash adjustment to financing lease liabilities 473 469 Stock based compensation 24,262 22,873 Losses on debt extinguishment — 556 Property transfer tax recovery — (2,187) Provision for credit losses, net 37,254 6,461 Capitalized interest (4,395) — Capital maintenance expenditures (134) (67) Adjusted funds from operations $ 1,060,901 $ 1,006,797 Interest, net (2) 317,945 308,090 Income tax expense 2,129 1,997 Capital maintenance expenditures 134 67 Amortization of debt issuance costs, bond premiums and original issuance discounts (1) (11,229) (9,857) Capitalized interest 4,395 — Adjusted EBITDA $ 1,374,275 $ 1,307,094 (1) Such amortization is a non-cash component included in interest, net.
The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the years ended December 31, 2025 and 2024 is as follows: Year Ended December 31, 2025 2024 (in thousands) Net income $ 850,356 $ 807,648 (Gains) or losses from dispositions of property (125) (3,790) Real estate depreciation 263,920 258,219 Funds from operations $ 1,114,151 $ 1,062,077 Straight-line rent and deferred rent adjustments (22,468) (56,102) Other depreciation 1,944 1,933 Amortization of land rights 17,079 13,270 Amortization of debt issuance costs, bond premiums and original issuance discounts (1) 13,267 11,229 Accretion on investment in leases (28,356) (28,966) Non-cash adjustment to financing lease liabilities 431 473 Stock based compensation 21,181 24,262 Losses on debt extinguishment 3,783 — Provision for credit losses, net 8,664 37,254 Severance charges 6,320 — Capitalized interest (15,788) (4,395) Capital maintenance expenditures (157) (134) Adjusted funds from operations $ 1,120,051 $ 1,060,901 Interest, net (2) 341,964 317,945 Income tax expense 2,229 2,129 Capital maintenance expenditures 157 134 Amortization of debt issuance costs, bond premiums and original issuance discounts (1) (13,267) (11,229) Capitalized interest 15,788 4,395 Adjusted EBITDA $ 1,466,922 $ 1,374,275 (1) Such amortization is a non-cash component included in interest, net.
However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our consolidated financial condition. 52 Table of Contents Leases As a REIT, the majority of our revenues are derived from rent received from our tenants under long-term triple-net leases.
However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our consolidated financial condition.
The consolidated results of operations for the years ended December 31, 2024 and 2023 are summarized below: Year Ended December 31, 2024 2023 (in thousands) Total revenues $ 1,531,546 $ 1,440,392 Total operating expenses 400,861 371,688 Income from operations 1,130,685 1,068,704 Total other expenses (320,908) (311,337) Income before income taxes 809,777 757,367 Income tax expense 2,129 1,997 Net income 807,648 755,370 Net income attributable to non-controlling interest in the Operating Partnership (23,028) (21,087) Net income attributable to common shareholders $ 784,620 $ 734,283 The Company has omitted the discussion comparing its operating results for the year ended December 31, 2023 to its operating results for the year ended December 31, 2022 from its Annual Report on Form 10-K for the year ended December 31, 2024.
The consolidated results of operations for the years ended December 31, 2025 and 2024 are summarized below: Year Ended December 31, 2025 2024 (in thousands) Total revenues $ 1,594,752 $ 1,531,546 Total operating expenses 393,299 400,861 Income from operations 1,201,453 1,130,685 Total other expenses (348,868) (320,908) Income before income taxes 852,585 809,777 Income tax expense 2,229 2,129 Net income 850,356 807,648 Net income attributable to non-controlling interest in the Operating Partnership (25,245) (23,028) Net income attributable to common shareholders $ 825,111 $ 784,620 The Company has omitted the discussion comparing its operating results for the year ended December 31, 2024 to its operating results for the year ended December 31, 2023 from its Annual Report on Form 10-K for the year ended December 31, 2025.
The increase in net cash provided by operating activities of $63.4 million for the year ended December 31, 2024 as compared to the prior year was primarily due to an increase in cash receipts from customers of $68.7 million along with an increase in interest income of $22.5 million, partially offset by increases in cash paid for interest of $20.1 million, cash paid for operating expenses of $4.4 million, cash paid to employees of $1.8 million and cash paid for taxes of $1.7 million.
The increase in net cash provided by operating activities of $56.6 million for the year ended December 31, 2025 as compared to the prior year was primarily due to an increase in cash receipts from customers of $93.6 million along with an increase in interest income of $4.5 million, an increase in cash received on terminated interest rate swaps of $1.0 million and a decrease in cash paid for taxes of $1.3 million, partially offset by increases in cash paid for interest of $27.0 million, cash paid for operating expenses of $13.1 million, and cash paid to employees of $3.4 million.
The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash income by $49.0 million. Current year results also benefited by $19.8 million from escalations on our leases.
The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash income by $73.6 million. Current year results also benefited by $17.7 million from escalations on our leases and higher percentage rent of $2.3 million.
Capital project expenditures are for fixed asset additions that expand an existing facility or create a new facility. The cost of properties developed by the Company include costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy.
The cost of properties developed by the Company include costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy.
This compared to net income, FFO, AFFO, and Adjusted EBITDA, of $755.4 million, $1,015.8 million, $1,006.8 million and $1,307.1 million, respectively, for the year ended December 31, 2023. The increase in net income was primarily driven by a $91.2 million increase in income from real estate as explained below.
This compared to net income, FFO, AFFO, and Adjusted EBITDA, of $807.6 million, $1,062.1 million, $1,060.9 million and $1,374.3 million, respectively, for the year ended December 31, 2024. The increase in net income was primarily driven by a $63.2 million increase in income from real estate, as 52 Table of Contents explained below.
The Second Amended Credit Agreement is not subject to amortization except with respect to any Amended Bridge Revolving Facility. GLP Capital is not required to repay any loans under the Second Amended Credit Agreement prior to maturity except as set forth above with respect to the Amended Bridge Revolving Facility.
The Amended Credit Agreement is not subject to amortization. GLP Capital is not required to repay any loans under the Amended Credit Agreement prior to maturity.
The cost of properties developed by GLPI includes costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. We consider the period of future benefit of the asset to determine the appropriate useful lives.
We record the acquisition of real estate at fair value, including acquisition and closing costs. The cost of properties developed by GLPI includes costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy.
Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair. During the years ended December 31, 2024 and 2023 we spent approximately $0.1 million and $0.1 million respectively, for capital maintenance expenditures.
Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair.
Total income from real estate increased by $91.2 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash income by $49.0 million. Current year results also benefited by $19.8 million from escalations on our leases.
Total income from real estate increased by $63.2 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The reason for the increase was primarily due to our recent acquisitions and development activity which in the aggregate increased cash income by $73.6 million.
We continually monitor events and circumstances that could indicate that the carrying amount of our real estate investments may not be recoverable or realized.
If we use a shorter or longer estimated useful life, it could have a material impact on our results of operations. We continually monitor events and circumstances that could indicate that the carrying amount of our real estate investments may not be recoverable or realized.
These items were partially offset by $1,077.8 million of proceeds from the issuance of long-term debt and $469.2 million of net proceeds from the issuance of common stock. Capital Expenditures Capital expenditures are accounted for as either capital project or capital maintenance (replacement) expenditures.
These items were partially offset by $1,292.2 million of proceeds from the issuance of long-term debt and $402.8 million of net proceeds from the issuance of common stock.
In connection with the UPREIT Transaction with Cordish, GLP Capital issued 7,366,683 newly-issued OP Units to affiliates of Cordish. OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions.
OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions.
Pursuant to the Second Amended Credit Agreement, revolving commitments were increased from $1.75 billion to $2.09 billion and the maturity date of revolving loans and commitments were extended to December 2, 2028. 63 Table of Contents The amendment also provides GLP with the right to elect to re-allocate up to $1.04 billion in existing revolving commitments under the Second Amended Credit Agreement to one or more new revolving credit facilities (“Amended Bridge Revolving Facility” and, collectively, the "Amended Bridge Revolving Facilities").
In addition, the Amended Credit Agreement provides GLP Capital with the right to elect to re-allocate up to $1.04 billion in existing revolving commitments under the Amended Credit Agreement to one or more new revolving credit facilities (“Amended Bridge Revolving Facility” and, collectively, the "Amended Bridge Revolving Facilities").
We have concluded that certain of our leases are required to be accounted for as an Investment in leases - financing receivable on our Consolidated Balance Sheets in accordance with ASC 310, since control of the underlying assets was not considered to have transferred to the Company under GAAP.
We have concluded that certain lease arrangements are required to be accounted for as financing receivables under ASC 310 because control of the underlying assets is not considered to have transferred to the Company under GAAP.
Financing activities provided net cash of $311.8 million and $86.4 million during the years ended December 31, 2024 and December 31, 2023, respectively.
Net cash provided by operating activities was $1,129.4 million and $1,072.8 million during the years ended December 31, 2025 and 2024, respectively.
Real Estate Investments Real estate investments primarily represent land and buildings leased to the Company's tenants. Real estate investments that we received in connection with the Spin-Off were contributed to us at PENN's historical carrying amount. We record the acquisition of real estate at fair value, including acquisition and closing costs.
Changes in our assumptions could result in non-cash provisions or recoveries in future periods that could materially impact our results of operations. Real Estate Investments Real estate investments primarily represent land and buildings leased to the Company's tenants. Real estate investments that we received in connection with the Spin-Off were contributed to us at PENN's historical carrying amount.
Other income (expenses) Other income (expenses) for the years ended December 31, 2024 and 2023 were as follows (in thousands): Year Ended December 31, Percentage 2024 2023 Variance Variance Interest expense $ (366,897) $ (323,388) $ (43,509) 13.5 % Interest income 45,989 12,607 33,382 264.8 % Losses on debt extinguishment — (556) 556 (100.0) % Total other expenses $ (320,908) $ (311,337) $ (9,571) 3.1 % Interest expense For the year ended December 31, 2024, the Company's interest expense increased by $43.5 million as compared to the corresponding period in the prior year.
Other income (expenses) Other income (expenses) for the years ended December 31, 2025 and 2024 were as follows (in thousands): Year Ended December 31, Percentage 2025 2024 Variance Variance Interest expense $ (373,881) $ (366,897) $ (6,984) 1.9 % Interest income 28,796 45,989 (17,193) (37.4) % Losses on debt extinguishment (3,783) — (3,783) N/A Total other expenses $ (348,868) $ (320,908) $ (27,960) 8.7 % Interest expense For the year ended December 31, 2025, the Company's interest expense increased by $7.0 million as compared to the corresponding period in the prior year.
The Company also recognized favorable straight-line and deferred rent adjustments of $16.2 million compared to the corresponding period in the prior year, as well as higher accretion of $5.9 million on its Investment in leases, financing receivables.
Current year results also benefited by $17.7 million from escalations on our leases and higher percentage rent of $2.3 million. The Company also recognized unfavorable straight-line and deferred rent adjustments of $33.6 million compared to the corresponding period in the prior year, as well as lower accretion of $0.6 million on its Investment in leases.
Land rights and ground lease expense decreased by $0.4 million, or 0.9%, for the year ended December 31, 2024, as compared to the corresponding period in the prior year due to the acquisition of certain land that was previously subject to ground leases. 60 Table of Contents General and administrative expense General and administrative expenses include items such as compensation costs (including stock-based compensation awards), professional services and costs associated with development activities.
General and administrative expense General and administrative expenses include items such as compensation costs (including stock-based compensation awards), professional services and costs associated with development activities. General and administrative expenses increased by $3.9 million, or 6.6%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
Treasury Bills totaling $341.0 million and the proceeds from a tax refund related to a previous acquisition of $1.8 million.
Treasury Bills totaling $341.0 million and the proceeds from a tax refund related to a previous acquisition of $1.8 million. Financing activities used net cash of $1,059.0 million and provided net cash of $311.8 million during the years ended December 31, 2025 and December 31, 2024, respectively.
Operating Expenses Operating expenses for the years ended December 31, 2024 and 2023 were as follows (in thousands): Year Ended December 31, Percentage 2024 2023 Variance Variance Land rights and ground lease expense $ 47,674 $ 48,116 $ (442) (0.9) % General and administrative 59,571 56,450 3,121 5.5 % Gains from disposition of properties (3,790) (22) (3,768) 17,127.3 % Property transfer tax recovery — (2,187) 2,187 (100.0) % Depreciation 260,152 262,870 (2,718) (1.0) % Provision for credit losses, net 37,254 6,461 30,793 476.6 % Total operating expenses $ 400,861 $ 371,688 $ 29,173 7.8 % Land rights and ground lease expense Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases.
Operating Expenses Operating expenses for the years ended December 31, 2025 and 2024 were as follows (in thousands): Year Ended December 31, Percentage 2025 2024 Variance Variance Land rights and ground lease expense $ 55,408 $ 47,674 $ 7,734 16.2 % General and administrative 63,488 59,571 3,917 6.6 % Gains from disposition of properties (125) (3,790) 3,665 (96.7) % Depreciation 265,864 260,152 5,712 2.2 % Provision for credit losses, net 8,664 37,254 (28,590) (76.7) % Total operating expenses $ 393,299 $ 400,861 $ (7,562) (1.9) % 55 Table of Contents Land rights and ground lease expense Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases.
The increase was due to higher borrowing levels that partially funded our recent acquisitions, partially offset by an increase in interest income due to higher average interest earning balances in the current year. • Net income increased by $52.3 million for the year ended December 31, 2024, as compared to the prior year, primarily due to the variances explained above.
The increase was due to higher borrowing levels that partially funded our recent acquisitions. See Note 10 for additional information. Interest income Interest income for the year ended December 31, 2025 decreased by $17.2 million due to lower average interest earning balances in the current year.
Finally, the Company had higher ground rent income of $0.3 million. 58 Table of Contents Details of the Company's income from real estate for the year ended December 31, 2024 and December 31, 2023 were as follows (in thousands): Year Ended December 31, 2024 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent and deferred rent adjustments (2) Ground rent in revenue Accretion on financing leases Total income from real estate Amended PENN Master Lease $ 213,067 $ 43,035 $ 26,110 $ — $ 282,212 $ 19,807 $ 2,281 $ — $ 304,300 PENN 2023 Master Lease 236,242 — (482) — 235,760 21,897 — — 257,657 Amended Pinnacle Master Lease 244,322 71,256 31,209 — 346,787 7,432 8,281 — 362,500 PENN Morgantown Lease — 3,138 — — 3,138 — — — 3,138 Caesars Master Lease 64,367 23,729 — — 88,096 8,505 1,320 — 97,921 Horseshoe St.
Finally, the Company had higher ground rent income of $3.9 million. 53 Table of Contents Details of the Company's income from real estate for the year ended December 31, 2025 and December 31, 2024 were as follows (in thousands): Year Ended December 31, 2025 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent and deferred rent adjustments (1) Ground rent in revenue Accretion on leases Total income from real estate Amended PENN Master Lease $ 217,329 $ 43,035 $ 26,029 $ — $ 286,393 $ 19,807 $ 2,685 $ — $ 308,885 PENN 2023 Master Lease 245,871 — (79) — 245,792 18,780 — — 264,572 Amended Pinnacle Master Lease 245,930 71,256 32,486 — 349,672 7,432 8,703 — 365,807 PENN Morgantown Lease — 3,185 — — 3,185 — — — 3,185 Caesars Master Lease 65,493 23,729 — — 89,222 7,378 1,320 — 97,920 Horseshoe St.
Our tenants are responsible for capital maintenance expenditures at our leased properties. However, during the years ended December 31, 2024 and 2023, we incurred $39.6 million and $47.4 million, respectively, on capital project expenditures primarily related to landside development projects at Hollywood Casino Baton Rouge and the Belle of Baron Rouge.
During the years ended December 31, 2025 and 2024, we spent approximately $304.4 million and $39.6 million, respectively, on capital project expenditures primarily related to development projects at Bally's Chicago, Casino Queen Marquette and Bally's Baton Rouge.
Depreciation expense Depreciation expense decreased by $2.7 million, or 1.0%, to $260.2 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to the certain assets being fully depreciated.
Depreciation expense Depreciation expense increased by $5.7 million, or 2.2%, to $265.9 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to its recent acquisitions.
The increases in FFO for the year ended December 31, 2024 were due to the items described above, excluding gains from dispositions of property and real estate depreciation. The increases in AFFO and Adjusted EBITDA were due to the items described above, less the adjustments mentioned in the tables above.
The Company had lower operating expenses of $7.6 million and higher other expenses of $28.0 million that are also discussed below. The increases in FFO for the year ended December 31, 2025 were due to the items described above, excluding gains from dispositions of property and real estate depreciation.
The operating results of the Company's real estate investments are reviewed in the aggregate using the Company's consolidated financial statements by the Chief Executive Officer, who is the chief operating decision maker (as such term is defined in ASC 280 - Segment Reporting). 51 Table of Contents Executive Summary Financial Highlights We reported total revenues and income from operations of $1,531.5 million and $1,130.7 million, respectively, for the year ended December 31, 2024, compared to $1,440.4 million and $1,068.7 million, respectively, for the year ended December 31, 2023.
As such, the Company has one operating segment and one reportable segment. The operating results of the Company's real estate investments are reviewed in the aggregate using the Company's consolidated financial statements by the Chief Executive Officer, who is the chief operating decision maker (as such term is defined in ASC 280 - Segment Reporting).
In cases whereby control has not transferred to the Company, we do not recognize the underlying asset but instead recognize a financial asset in accordance with ASC 310 "Receivables". The accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales type under ASC 842.
When control is deemed not to have transferred, we do not recognize the underlying real estate asset as a real estate investment. Instead, we recognize a financial asset presented as Investment in leases – financing receivable on our Consolidated Balance Sheets, and account for the arrangement in accordance with ASC 310, Receivables.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+1 added−0 removed4 unchanged
Biggest changeNotional amounts are used to calculate the contractual payments to be exchanged by maturity date and the weighted-average interest rates are based on implied forward SOFR rates at December 31, 2024. 1/01/25- 12/31/25 1/01/26- 12/31/26 1/01/27- 12/31/27 1/01/28- 12/31/28 1/01/29- 12/31/29 Thereafter Total Fair Value at 12/31/2024 (in thousands) Long-term debt: Fixed rate $ 850,000 $ 975,000 $ — $ 500,000 $ 750,000 $ 3,800,000 $ 6,875,000 $ 6,665,565 Average interest rate 5.25 % 5.38 % — % 5.75 % 5.30 % 4.71 % Variable rate $ — $ — $ 600,000 $ 332,455 $ — $ — $ 932,455 $ 932,455 Average interest rate (1) — % — % 5.25 % 5.25 % — % — % (1) Estimated rate, reflective of forward SOFR plus the spread over SOFR applicable to the Company's variable-rate borrowing based on the terms of its Credit Agreement.
Biggest changeNotional amounts are used to calculate the contractual payments to be exchanged by maturity date and the weighted-average interest rates are based on implied forward SOFR rates at December 31, 2025. 1/01/26- 12/31/26 1/01/27- 12/31/27 1/01/28- 12/31/28 1/01/29- 12/31/29 1/01/30- 12/31/30 Thereafter Total Fair Value at 12/31/2025 (in thousands) Long-term debt: Fixed rate $ — $ — $ 500,000 $ 750,000 $ 700,000 $ 4,400,000 $ 6,350,000 $ 6,295,709 Average interest rate (1) — % — % 5.75 % 5.30 % 4.00 % 5.06 % Variable rate $ 3,324 $ 603,325 $ 324,975 $ — $ — $ — $ 931,624 $ 931,624 Average interest rate (2) 4.43 % 4.49 % 4.76 % — % — % — % (1) In connection with the issuance of our November 2037 Notes, the Company terminated certain interest rate hedges, resulting in a realized gain of approximately $1.0 million that is being amortized as a reduction to interest expense over a 10-year period.
However, the provisions of the Code applicable to REITs substantially limit GLPI’s ability to hedge its assets and liabilities. The table below provides information at December 31, 2024 about our financial instruments that are sensitive to changes in interest rates.
However, the provisions of the Code applicable to REITs substantially limit GLPI’s ability to hedge its assets and liabilities. The table below provides information at December 31, 2025 about our financial instruments that are sensitive to changes in interest rates.
Rate above includes the facility fee on the commitments under the Credit Agreement, which is due regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Credit Agreement from time to time. The current facility fee rate is 0.25%. 68 Table of Contents
Rate above includes the facility fee on the commitments under the Amended Credit Agreement, which is due regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Amended Credit Agreement from time to time. The current facility fee rate is 0.25%. 63 Table of Contents
GLPI’s primary market risk exposure is interest rate risk with respect to its indebtedness of $7,807.7 million at December 31, 2024. Furthermore, $6,875.0 million of our obligations are the senior unsecured notes that have fixed interest rates with maturity dates ranging from June 1, 2025 to September 15, 2054.
GLPI’s primary market risk exposure is interest rate risk with respect to its indebtedness of $7,281.8 million at December 31, 2025. Furthermore, $6,350.0 million of our obligations are the senior unsecured notes that have fixed interest rates with maturity dates ranging from June 2028 to September 2054.
Added
The table above reflects the contractual stated coupon rates; the impact of the terminated hedge is not reflected in the table. (2) Estimated rate, reflective of forward SOFR plus the spread over SOFR applicable to the Company's variable-rate borrowing based on the terms of its Amended Credit Agreement.

Other GLPI 10-K year-over-year comparisons