What changed in Vici Properties's 10-K — 2023 vs 2024

Key 2023 Highlights Operating Results • Collected 100% of rent in cash. • Total revenues increased 38.9% year-over-year to $3.6 billion. • Net income attributable to common stockholders increased 124.9% year-over-year to $2.5 billion, and net income attributable to common stockholders per diluted share increased 94.8% to $2.47, primarily due to the impact of our CECL allowance in the prior year and the timing of our transaction activity. • AFFO increased 29.1% year-over-year to $2.2 billion and AFFO per diluted share increased 11.8% to $2.15.

Significant Achievements • Invested over $4.1 billion to acquire 51 properties and added $291.5 million in annualized rent to our portfolio. ◦ Made first international property investments through the acquisition of eight gaming assets in Canada. ◦ Acquired 39 other experiential properties, representing our inaugural investments in the sports and family entertainment categories. • Originated six debt investments totaling $698.2 million of commitments. ◦ Made first international loan investments in connection with our partnership with Cabot, in Saint Lucia and Scotland. ◦ Funded new and existing loan commitments totaling $959.1 million. • Announced an increase in our quarterly cash dividend to $0.415 per share (or $1.66 per share on an annualized basis) in the third quarter of 2023, representing a 6.4% increase compared to our previous quarterly dividend. • Completed a 30,302,500 share forward equity offering with an aggregate offering value of $1.0 billion, which was settled in each of April, July and October 2023 for aggregate net proceeds of $960.5 million. • Sold 21,365,397 forward shares under our ATM program during the year with an aggregate offering value of $643.0 million and settled 29,788,250 forward shares outstanding under our ATM program for aggregate net proceeds of $945.7 million. 40 Table of Contents SUMMARY OF SIGNIFICANT ACTIVITIES Acquisition and Leasing Activity The following table summarizes our acquisition and leasing activity (each as defined in the column titled “Transaction”) for the year ended December 31, 2023: ($ in millions) Transaction Date Guarantor Lease Agreement Purchase Price Initial Annual Rent Number of Properties Chelsea Piers Sale-Leaseback Transaction (1) December 18, 2023 Chelsea Piers Chelsea Piers Lease $ 342.9 $ 24.0 1 Bowlero Sale-Leaseback Transaction October 19, 2023 Bowlero Bowlero Master Lease 432.9 31.6 38 Century Canadian Portfolio Sale-Leaseback Transaction September 6, 2023 Century Century Master Lease 162.5 (2) 12.7 (3) 4 Rocky Gap Casino Acquisition July 5, 2023 Century Century Master Lease 203.9 15.5 1 Gold Strike Severance Lease February 15, 2023 CNB CNE Gold Strike Lease — 40.0 (4) 1 MGM Grand/Mandalay Bay JV Interest Acquisition January 9, 2023 MGM MGM Grand/Mandalay Bay Lease 2,758.9 (5) 151.6 (6) 2 PURE Canadian Gaming Sale-Leaseback Transaction January 6, 2023 PURE Canadian Gaming PURE Master Lease 200.8 (7) 16.1 (8) 4 Total $ 4,101.9 $ 291.5 ____________________ (1) Investment represents acquisition of the existing leasehold interest associated with Chelsea Piers from Chelsea Piers L.P. in a sale-leaseback transaction.

The $71.5 million outstanding Chelsea Piers loan was repaid in full and terminated in connection with the closing of the acquisition. (2) Amount represents USD equivalent to C$221.7 million investment based on the exchange rate at the time of closing. (3) Amount represents USD equivalent to C$17.3 million rent based on the exchange rate at the time of closing.

(4) Simultaneous with the entrance into the CNE Gold Strike Lease, we entered into an amendment to the MGM Master Lease in order to account for MGM’s divestiture of the operations of Gold Strike and to reduce the annual base rent by $40.0 million.

(5) Amount includes the assumption of BREIT’s $1,497.0 million pro rata share of an aggregate $3.0 billion of property-level debt, which matures in 2032 and bears interest at a fixed rate of 3.558% per annum through March 2030. (6) Amount represents our pro-rata share of the MGM Grand/Mandalay Bay Lease which had total annual rent of $303.8 million upon closing.

(7) Amount represents USD equivalent to C$271.9 million investment based on the exchange rate at the time of closing. (8) Amount represents USD equivalent to C$21.8 million rent based on the exchange rate at the time of closing.

Real Estate Debt Investment Activity The following table summarizes our real estate debt investment activity (each as defined in the column titled “Real Estate Debt Investment”) for the year ended December 31, 2023: ($ in millions) Real Estate Debt Investment Date Investment Type Commitment Collateral Cabot Highlands Loan (1) December 19, 2023 Senior Secured Loan $ 10.9 Luxury golf resort development in the Scottish Highlands Kalahari Virginia Loan December 7, 2023 Mezzanine Loan 212.2 907-key indoor waterpark resort in Thornburg, VA under development Cabot Saint Lucia November 3, 2023 Senior Secured Loan 100.0 Luxury golf resort development in Saint Lucia, Virgin Islands Canyon Ranch Lenox and Tucson Loan (2) August 22, 2023 Senior Secured Loan 140.1 Canyon Ranch Tucson and Canyon Ranch Lenox wellness resorts Canyon Ranch Preferred Equity July 26, 2023 Preferred Equity Investment 150.0 Equity interests in controlling entity of Canyon Ranch Hard Rock Ottawa Notes (2) March 28, 2023 Senior Secured Notes 85.0 Hard Rock Ottawa Hotel & Casino Total $ 698.2 ____________________ (1) Amount represents USD equivalent to £9.0 million based on the exchange rate at the time of closing. 41 Table of Contents (2) In connection with the Canyon Ranch Lenox and Tucson Loan and Canyon Ranch Preferred Equity Investment, we entered into (i) a call right agreement for Canyon Ranch Tucson and Canyon Ranch Lenox, and (ii) a right of first financing agreement to serve as the real estate capital financing partner for Canyon Ranch with respect to the acquisition, build-out and redevelopment of future wellness resorts.

On January 12, 2023, we completed a primary offering of 30,302,500 shares of common stock (inclusive of 3,952,500 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) at a public offering price of $33.00 per share for an aggregate offering value of $1.0 billion, resulting in net proceeds, after deduction of the underwriting discount and expenses, of $964.4 million.

The shares are subject to forward sale agreements (the “January 2023 Forward Sale Agreements”), which required settlement by January 16, 2024. We did not initially receive any proceeds from the sale of the shares of common stock in the offering, which were sold to the underwriters by the forward purchasers or their respective affiliates.

In April, July, August and October 2023, we physically settled the January 2023 Forward Sale Agreements (as defined in Note 11 - Stockholders Equity ) in exchange for total net proceeds of approximately $960.5 million. • At-The-Market Offering Programs.

During the year ended December 31, 2023, we sold an aggregate of 21,365,397 shares under the ATM Program (as defined in Note 11 - Stockholders Equity ), all of which were subject to forward sale agreements, for estimated aggregate net value of $634.6 million based on the initial forward sale price with respect to each forward sale agreement.

We did not initially receive any proceeds from the sale of the shares of common stock under the ATM Program, which were sold to the underwriters by the forward purchasers or their respective affiliates.

In October 2023, we physically settled all the then outstanding forward shares issued under the ATM Program in exchange for total net proceeds of approximately $249.1 million. • Entry into Forward-Starting Interest Rate Swap Agreements.

During the year ended December 31, 2023, we entered into seven forward-starting interest rate swap agreements with an aggregate notional amount of $500.0 million intended to reduce the variability in the forecasted interest expense related to the fixed-rate debt we expect to refinance.

KEY TRENDS THAT MAY AFFECT OUR BUSINESS Tenant and Industry Performance Our tenants and the guarantors of their respective obligations, as applicable, under our lease agreements are leading gaming and experiential operators across the United States, Canada and abroad. Rental payments under our lease agreements comprise, and are expected to continue to comprise, a substantial majority of our revenues.

Accordingly, we are dependent on, among other things, our tenants’ and, as applicable, their respective guarantors’, financial performance, the performance of the gaming and other experiential industries and the health of the economies in the areas where our properties are located for the foreseeable future, and an event that has a material adverse effect on any of our tenant’s business, financial condition, liquidity, results of operations or prospects could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

In addition, the financial performance of our tenants and their respective guarantors also has a direct impact on our financial results in a given reporting period due to the impact of ASC 326 “Credit Losses” (“ASC 326”), which requires us to estimate and record non-cash expected credit losses related to our investments, including changes on a quarterly basis, that are recorded in our Statement of Operations and impact our reported net income.

The change in non-cash allowance for credit losses for a given period is dependent upon, among other things, our tenants’ and guarantors’ financial performance. For more information regarding ASC 326, refer to Note 5 - Allowance for Credit Losses included in this Annual Report on Form 10-K.

Business Strategy Our business prospects and future growth will be significantly influenced by the success of our business strategy, and the timing, availability and terms of financing of any acquisitions and investments that we may complete, as well as broader macroeconomic and other conditions that affect our tenants’ operating and financial performance, including those described herein.

Further, the pricing of any acquisitions or other investments we may consummate and the terms of any leases that we may enter into will significantly impact our future results.

Competition to enter into transactions with attractive properties and desirable tenants is intense, and we can provide no assurance that any future acquisitions, investments or leases will be on terms as favorable to us as those relating to recent or historical transactions. 42 Table of Contents Impact of the Macroeconomic Environment We anticipate that we will finance our future growth with a combination of debt and equity, although no assurance can be given that we will be able to issue equity and/or debt in such amounts on favorable terms, or at all, or that we would not determine to incur more debt on a relative basis at the relevant time due to market conditions or otherwise.

M acroeconomic volatility has introduced significant uncertainty and heightened risk for businesses, including us and our tenants, including the impact of heightened interest rates, inflation, threat of recession and increased cost of capital.

Our tenants also face additional challenges, including potential changes in consumer confidence levels, behavior and spending and increased operational expenses, such as with respect to labor or energy costs.

As a triple-net lessor, increased operational expenses at our leased properties are borne by our tenants and do not directly impact their rent obligations (other than with respect to underlying inflation as applied to the CPI-based escalators described below) or other obligations under our lease agreements.

However, the current macroeconomic environment, including heightened interest rates and market volatility, impacts our business in certain respects, such as by increasing interest expense with respect to any borrowings under our Revolving Credit Facility and future refinancing of upcoming debt maturities, volatility of our share price with respect to sales of common stock, and, with respect to potential transactions, evaluating asset and property values in discussions with potential counterparties and obtaining transaction financing on attractive terms, all of which could increase our cost of capital and negatively impact our growth prospects.

With respect to our lease agreements, which generally provide for annual rent escalation based on a specified percentage increase and/or increases in CPI, we expect that currently elevated inflation levels will result in additional rent increases over time under our CPI-based lease provisions (subject to any applicable caps or periods in which such provisions do not apply).

However, these rent increases may not match increasing inflation during periods when inflation rates are greater than the applicable CPI-based caps. Overall Implications of Such Material Trends on Our Business As a triple-net lessor, we believe we are generally in a strong creditor position and structurally insulated from operational and performance impacts of our tenants, both positive and negative.

However, the full extent to which the trends set forth herein adversely affect our tenants and/or ultimately impact us depends on future developments that cannot be predicted with confidence, including our tenants’ financial performance, the direct and indirect effects of such trends discussed herein (including among other things, heightened interest rates, inflation, economic recessions, consumer confidence levels and general conditions in the capital and credit markets) and the impact of any future measures taken in response to such trends on our tenants.

For more information, refer to “ Part I – Item 1A.

Risk Factors ” included in this Annual Report on Form 10-K. 43 Table of Contents DISCUSSION OF OPERATING RESULTS Results of Operations for the Years Ended December 31, 2023 and December 31, 2022 (In thousands) 2023 2022 Variance Revenues Income from sales-type leases $ 1,980,178 $ 1,464,245 $ 515,933 Income from lease financing receivables, loans and securities 1,519,516 1,041,229 478,287 Other income 73,326 59,629 13,697 Golf revenues 38,968 35,594 3,374 Total revenues 3,611,988 2,600,697 1,011,291 Operating expenses General and administrative 59,603 48,340 11,263 Depreciation 4,298 3,182 1,116 Other expenses 73,326 59,629 13,697 Golf expenses 27,089 22,602 4,487 Change in allowance for credit losses 102,824 834,494 (731,670) Transaction and acquisition expenses 8,017 22,653 (14,636) Total operating expenses 275,157 990,900 (715,743) Income from unconsolidated affiliate 1,280 59,769 (58,489) Interest expense (818,056) (539,953) (278,103) Interest income 23,970 9,530 14,440 Other gains 4,456 — 4,456 Income before income taxes 2,548,481 1,139,143 1,409,338 Benefit from (provision for) income taxes 6,141 (2,876) 9,017 Net income 2,554,622 1,136,267 1,418,355 Less: Net income attributable to non-controlling interests (41,082) (18,632) (22,450) Net income attributable to common stockholders $ 2,513,540 $ 1,117,635 $ 1,395,905 44 Table of Contents Revenue For the years ended December 31, 2023 and 2022, our revenue was comprised of the following items: (In thousands) 2023 2022 Variance Leasing revenue $ 3,420,934 $ 2,461,299 $ 959,635 Income from loans 78,760 44,175 34,585 Other income 73,326 59,629 13,697 Golf revenues 38,968 35,594 3,374 Total revenues $ 3,611,988 $ 2,600,697 $ 1,011,291 Leasing Revenue The following table details the components of our income from sales-type lease and lease financing receivables: (In thousands) 2023 2022 Variance Income from sales-type leases $ 1,980,178 $ 1,464,245 $ 515,933 Income from lease financing receivables (1) 1,440,756 997,054 443,702 Total leasing revenue 3,420,934 2,461,299 959,635 Non-cash adjustment (2) (515,556) (337,631) (177,925) Total contractual leasing revenue $ 2,905,378 $ 2,123,668 $ 781,710 ____________________ (1) Represents our asset acquisitions structured as sale leaseback transactions.

In accordance with ASC 842, since the lease agreements were determined to meet the definition of a sales-type lease and control of the asset is not considered to have transferred to us, such lease agreements are accounted for as financings under ASC 310.

(2) Amounts represent the non-cash adjustment to income from sales-type leases and lease financing receivables in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases. Leasing revenue is generated from rent from our lease agreements.

Total leasing revenue increased $959.6 million during the year ended December 31, 2023 compared to the year ended December 31, 2022. Total contractual leasing revenue increased $781.7 million during the year ended December 31, 2023 compared to the year ended December 31, 2022.

The increases were primarily driven by the addition to our portfolio of the Venetian Lease in February 2022, the MGM Master Lease in April 2022, the Foundation Master Lease in December 2022, the PURE Master Lease and the MGM Grand/Mandalay Bay Lease in January 2023, the Rocky Gap Casino component of the Century Master Lease in July 2023 and the Century Canadian Portfolio component of the Century Master Lease in September 2023, the Bowlero Master Lease in October 2023 and the Chelsea Piers Lease in December 2023, as well as the annual rent escalators from certain of our other lease agreements.

Income From Loans Income from loans increased $34.6 million during the year ended December 31, 2023 compared to the year ended December 31, 2022.

The increase was driven by the origination and subsequent funding, as applicable, of our debt investments and the related interest income from the increased principal balances outstanding under such debt investments, partially offset by the full repayment of the $400.0 million Caesars Forum Convention Center mortgage loan in May 2023 and the $71.5 million Chelsea Piers loan in December 2023.

Other Income Other income increased $13.7 million during the year ended December 31, 2023 compared to the year ended December 31, 2022.

The increase was driven primarily by the additional income as a result of certain ground and use sub-leases assumed in connection with our property transactions and acquisitions, including the acquisition of the Venetian Resort in February 2022 (“Venetian Acquisition”), the MGP Transactions in April 2022, the Rocky Gap Casino Acquisition in July 2023 and the Chelsea Piers Sale-Leaseback Transaction in December 2023 (each as defined in Note 3 - Real Estate Transactions ).

We determined we are the primary obligor of the respective ground and use leases and, accordingly, record the related income and expense on a gross basis on our Income Statement.