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What changed in Vici Properties's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Vici Properties'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.

+381 added−330 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-20)

Top changes in Vici Properties's 2025 10-K

381 paragraphs added · 330 removed · 273 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

88 edited+23 added−21 removed74 unchanged
Biggest changeAlthough we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance and achievements could differ materially from those set forth in the forward-looking statements and may be affected by a variety of risks and other factors, including, among others: • the impact of changes in general economic conditions and market developments, including inflation, interest rates, supply chain disruptions, consumer confidence levels, changes in consumer spending, unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy; • the impact of the changing interest rate environment on us, including our ability to successfully pursue investments in, and acquisitions of, additional properties and to obtain debt financing for such investments at attractive interest rates, or at all; • risks associated with our transactions, including our ability or failure to realize the anticipated benefits thereof; • our dependence on our tenants at our properties and their affiliates that serve as guarantors of the lease payments, and the negative consequences any material adverse effect on their respective businesses could have on us; • the possibility that any transactions may not be consummated on the terms or timeframes contemplated, or at all, including our ability to obtain the financing necessary to complete any acquisitions on the terms we expect in a timely manner, or at all, the ability of the parties to satisfy the conditions set forth in the definitive transaction documents, including the receipt of, or delays in obtaining, governmental and regulatory approvals and consents required to consummate such transactions, or other delays or impediments to completing the transactions; • the anticipated benefits of certain arrangements with certain tenants in connection with our funding of “same store” capital improvements in exchange for increased rent pursuant to the terms of our agreements with such tenants, which we refer to as the Partner Property Growth Fund strategy; • our decision and ability to exercise our purchase rights under our put-call agreements, call agreements, right of first refusal agreements and right of first offer agreements; • our borrowers’ ability to repay their outstanding loan obligations to us; • our dependence on the gaming industry; • our ability to pursue our business and growth strategies may be limited by the requirement that we distribute 90% of our REIT taxable income in order to qualify for taxation as a REIT and that we distribute 100% of our REIT taxable income in order to avoid current entity-level U.S. federal income taxes; • the impact of extensive regulation from gaming and other regulatory authorities; • the ability of our tenants to obtain and maintain regulatory approvals in connection with the operation of our properties, or the imposition of conditions to such regulatory approvals; • the possibility that our tenants may choose not to renew their respective lease agreements following the initial or subsequent terms of the leases; • restrictions on our ability to sell our properties subject to the lease agreements; • our tenants and any guarantors’ historical results may not be a reliable indicator of their future results; • our substantial amount of indebtedness, and ability to service, refinance (at attractive interest rates, or at all), and otherwise fulfill our obligations under such indebtedness; • our historical financial information may not be reliable indicators of our future results of operations, financial condition and cash flows; 15 Table of Contents • the possibility that we identify significant environmental, tax, legal or other issues, including additional costs or liabilities, that materially and adversely impact the value of assets acquired or secured as collateral (or other benefits we expect to receive) in any of our completed transactions; • the impact of changes to tax laws and regulations, including U.S. federal income tax laws or global tax laws; • the impact of changes in governmental or regulatory actions and initiatives; • the possibility of adverse tax consequences as a result of our completed transactions, including tax protection agreements to which we are a party; • increased volatility in our stock price, including as a result of our completed transactions; • our inability to maintain our qualification for taxation as a REIT; • the impact of climate change, natural disasters, war, political and public health conditions or uncertainty or civil unrest, violence or terrorist activities or threats on our properties, or in areas where our properties are located and changes in economic conditions or heightened travel security and health measures instituted in response to these events; • the loss of the services of key personnel; • the inability to attract, retain and motivate employees; • the costs and liabilities associated with environmental compliance; • failure to establish and maintain an effective system of integrated internal controls; • the risks related to us or our tenants not having adequate insurance to cover potential losses; • our reliance on distributions received from our subsidiaries, including VICI OP, to make distributions to our stockholders; • the potential impact on the amount of our cash distributions if we were to sell any of our properties in the future; • our ability to continue to make distributions to holders of our common stock or maintain anticipated levels of distributions over time; • competition for transaction opportunities, including from other REITs, investment companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors that may have greater resources and access to capital and a lower cost of capital or different investment parameters than us; and • additional factors discussed herein and listed from time to time as “Risk Factors” in our filings with the SEC, including without limitation, in our subsequent reports on Form 10-K, Form 10-Q and Form 8-K.
Biggest changeAlthough we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance and achievements could differ materially from those set forth in the forward-looking statements and may be affected by a variety of risks and other factors, including, among others: • the impact of changes in general economic conditions and market developments, including inflation, interest rate changes and volatility, tariffs and trade barriers, supply chain disruptions, changes in consumer spending, consumer confidence levels, unemployment levels, governmental action (including significant layoffs or reductions in force among federal government employees or a prolonged U.S. federal government shutdown), and depressed real estate prices resulting from the severity and duration of any downturn or recession in the U.S. or global economy; • our ability to successfully pursue and consummate transactions, including investments in, and acquisitions of, real estate and to obtain debt financing for such investments at attractive interest rates, or at all; • risks associated with our pending and completed transactions, including our ability or failure to realize the anticipated benefits thereof; • our dependence on our tenants at our properties and their affiliates that serve as guarantors of the lease payments, and the negative consequences any material adverse effect on their respective businesses could have on us; • the possibility that any pending or future transactions may not be consummated on the terms or timeframes contemplated, or at all, including our ability to obtain the financing necessary to complete any acquisitions on the terms we expect in a timely manner, or at all, the ability of the parties to satisfy the conditions set forth in the definitive transaction documents, including the receipt of, or delays in obtaining, governmental and regulatory approvals and consents required to consummate such transactions, or other delays or impediments to completing the transactions; • the anticipated benefits of certain arrangements with certain tenants in connection with our funding of “same store” capital improvements in exchange for increased rent pursuant to the terms of our agreements with such tenants, which we refer to as the Partner Property Growth Fund strategy; • our decision and ability to exercise our purchase rights under our put-call agreements, call agreements, right of first refusal agreements and right of first offer agreements; • the credit risk of our tenants and borrowers in connection with the rental and other obligations owed to us under applicable leases, related guarantees, or loan agreements, including risks distinct to our lending activities with respect to development and construction loans for non-stabilized properties; • our dependence on the gaming industry, which is characterized by, among other things, a high degree of competition, extensive regulation, and sensitivity to changes in consumer behavior and discretionary spending; • our ability to pursue our business and growth strategies may be limited by the requirement that we distribute 90% of our REIT taxable income in order to qualify for taxation as a REIT and that we distribute 100% of our REIT taxable income in order to avoid current entity-level U.S. federal income taxes; • the impact of extensive regulation from gaming and other regulatory authorities, including developments relating to the regulation of emerging alternative platforms; • the ability of our tenants to obtain and maintain regulatory approvals in connection with the operation of our properties, or the imposition of conditions to such regulatory approvals; • the possibility that our tenants may choose not to renew their respective lease agreements following the initial or subsequent terms of the leases; • restrictions on our ability to sell our properties subject to the lease agreements; • our tenants and any guarantors’ historical results may not be a reliable indicator of their future results; 16 Table of Contents • our substantial amount of indebtedness and ability to service, refinance (at attractive interest rates, or at all), and otherwise fulfill our obligations under such indebtedness; • our historical financial information may not be reliable indicators of our future results of operations, financial condition and cash flows; • the possibility that we identify significant environmental, tax, legal or other issues, including additional costs or liabilities, that materially and adversely impact the value of assets acquired or secured as collateral (or other benefits we expect to receive) in any of our pending and completed transactions; • the impact of changes to tax laws and regulations, including U.S. federal income tax laws, state tax laws or global tax laws; • the impact of changes in governmental or regulatory actions and initiatives; • the possibility of adverse tax consequences as a result of our pending and completed transactions, including pursuant to tax protection agreements to which we are a party; • increased volatility in our stock price, including as a result of our pending and completed transactions; • our inability to maintain our qualification for taxation as a REIT; • the impact of climate change, natural disasters or other severe weather events, war or conflict, geopolitical uncertainty, tariffs and trade barriers, public health conditions, uncertainty or civil unrest, violence or terrorist activities or threats on our properties, or in areas where our properties are located and changes in economic conditions or heightened travel security, and any measures instituted in response to these events; • the impact of reduced travel demand or increased costs of travel affecting visitation and operating performance at the properties operated by our tenants, particularly in destination markets such as Las Vegas; • the loss of the services of key personnel; • the inability to attract, retain and motivate employees; • the costs and liabilities associated with environmental compliance; • failure to establish and maintain an effective system of integrated internal controls; • the risks related to us or our tenants not having adequate insurance to cover potential losses; • the potential impact on the amount of our cash distributions if we determine to sell or divest any of our properties in the future or are unable to redeploy capital returned from investments at attractive rates, or at all; • our ability to continue to make distributions to holders of our common stock or maintain anticipated levels of distributions over time, including our reliance on distributions received from our subsidiaries, including VICI OP, to make such distributions to our stockholders; • competition for transaction opportunities, including from other REITs, investment companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors that may have greater resources and access to capital and a lower cost of capital or different investment parameters than us; and • additional factors discussed herein and listed from time to time as “Risk Factors” in our filings with the SEC, including without limitation, in our subsequent reports on Form 10-K, Form 10-Q and Form 8-K.
Our electronic filings with the SEC (including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and any amendments to these reports), including the exhibits, are available free of charge through our website as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. 14 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K, including statements such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” or similar expressions, constitute “forward-looking statements” within the meaning of the federal securities law.
Our electronic filings with the SEC (including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and any amendments to these reports), including the exhibits, are available free of charge through our website as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. 15 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K, including statements such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” or similar expressions, constitute “forward-looking statements” within the meaning of the federal securities law.
(“CNB”) (7) April 30, 2048 Gold Strike Tunica Robinsonville, MS EBCI Southern Indiana Lease Eastern Band of Cherokee Indians (“EBCI”) August 31, 2036 Caesars Southern Indiana Elizabeth, IN Foundation Master Lease Foundation Gaming & Entertainment, LLC December 31, 2037 Fitz Robinsonville, MS WaterView Vicksburg, MS Hard Rock Cincinnati Lease Seminole Hard Rock International (“Hard Rock”) December 31, 2047 Hard Rock Cincinnati Cincinnati, OH Hard Rock Mirage Lease Hard Rock December 31, 2047 The Mirage Las Vegas, NV JACK Master Lease JACK Ohio LLC January 31, 2040 JACK Cleveland Cleveland, OH JACK Thistledown Racino North Randall, OH MGM Master Lease MGM April 30, 2047 Beau Rivage (5) Biloxi, MS Borgata (5) Atlantic City, NJ Empire City Yonkers, NY Excalibur Las Vegas, NV Luxor Las Vegas, NV MGM Grand Detroit Detroit, MI MGM National Harbor (5) Prince George’s County, MD MGM Northfield Park Northfield, OH MGM Springfield Springfield, MA New York - New York/The Park Las Vegas, NV Park MGM Las Vegas, NV MGM Grand/Mandalay Bay Lease MGM February 28, 2050 Mandalay Bay Las Vegas, NV MGM Grand Las Vegas, NV PENN Greektown Lease PENN Entertainment, Inc.
(“CNB”) (6) April 30, 2048 Gold Strike Tunica Robinsonville, MS EBCI Southern Indiana Lease Eastern Band of Cherokee Indians (“EBCI”) August 31, 2036 Caesars Southern Indiana Elizabeth, IN Foundation Master Lease Foundation Gaming & Entertainment, LLC December 31, 2037 Fitz Robinsonville, MS WaterView Vicksburg, MS Hard Rock Cincinnati Lease Seminole Hard Rock International (“Hard Rock”) December 31, 2047 Hard Rock Cincinnati Cincinnati, OH Hard Rock Mirage Lease Hard Rock December 31, 2047 The Mirage Las Vegas, NV JACK Master Lease JACK Ohio LLC January 31, 2040 JACK Cleveland Cleveland, OH JACK Thistledown Racino North Randall, OH MGM Master Lease MGM April 30, 2047 Beau Rivage (5) Biloxi, MS Borgata (5) Atlantic City, NJ Empire City Yonkers, NY Excalibur Las Vegas, NV Luxor Las Vegas, NV MGM Grand Detroit Detroit, MI MGM National Harbor (5) Prince George’s County, MD MGM Northfield Park (7) Northfield, OH MGM Springfield Springfield, MA New York - New York/The Park Las Vegas, NV Park MGM Las Vegas, NV MGM Grand/Mandalay Bay Lease MGM February 28, 2050 Mandalay Bay Las Vegas, NV MGM Grand Las Vegas, NV PENN Master Lease (8) PENN Entertainment, Inc.
If we enter into a sale leaseback transaction with Caesars with respect to any of these facilities, the leaseback may be implemented through the addition of such properties to the Las Vegas Master Lease Agreement. • Horseshoe Baltimore ROFR.
If we enter into a sale leaseback transaction with Caesars with respect to any of these facilities, the leaseback may be implemented through the addition of such properties to the Caesars Las Vegas Master Lease. • Horseshoe Baltimore ROFR.
We have a ROFR agreement with Caesars pursuant to which we have the first right to enter into a sale leaseback transaction with respect to the land and real estate assets associated with the Horseshoe Baltimore gaming facility . • Caesars Virginia Development ROFR.
We have a ROFR agreement with Caesars pursuant to which we have the first right to enter into a sale leaseback transaction with respect to the land and real estate assets associated with the Horseshoe Baltimore gaming facility . • Caesars Virginia ROFR.
Pursuant to our management agreement with Cabot-Managed Properties with respect to the Golf Courses, we work in partnership with Cabot-Managed Properties to continue to implement sustainability initiatives at the Golf Courses and improve their environmental performance. • Triple-Net Portfolio.
Pursuant to our management agreement with Cabot-Managed Properties with respect to the Golf Courses, we work in partnership with Cabot-Managed Properties to continue to implement sustainability initiatives at the Golf Courses and improve their environmental performance. • Triple-Net Lease Portfolio.
Certain of our tenants, including Caesars and MGM, have also independently set sustainability-related targets with respect to their overall business and portfolio, which include our leased properties. • Climate Change.
Certain of our tenants, including Caesars, MGM, and PENN, have also independently set sustainability-related targets with respect to their overall business and portfolio, which include our leased properties. • Climate Change.
As of December 31, 2024, we own 93 experiential assets across a geographically diverse portfolio consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort Las Vegas (the “Venetian Resort”), three of the most iconic entertainment facilities on the Las Vegas Strip.
As of December 31, 2025, we own 93 experiential assets across a geographically diverse portfolio consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort Las Vegas (the “Venetian Resort”), three of the most iconic entertainment facilities on the Las Vegas Strip.
(“IGP”) (8) January 31, 2048 PURE Casino Calgary (9) Calgary, AB PURE Casino Edmonton (9) Edmonton, AB PURE Casino Lethbridge (9) Lethbridge, AB PURE Casino Yellowhead (9) Edmonton, AB Venetian Lease Funds managed by Apollo Global Management, Inc.
(“IGP”) (9) January 31, 2048 PURE Casino Calgary Calgary, AB PURE Casino Edmonton Edmonton, AB PURE Casino Lethbridge Lethbridge, AB PURE Casino Yellowhead Edmonton, AB Venetian Lease Funds managed by Apollo Global Management, Inc.
(2) The weighted average interest rate is based on current outstanding principal balance and SOFR, as applicable for floating rate loans, as of December 31, 2024. (3) Assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date.
(2) The weighted average interest rate is based on current outstanding principal balance and SOFR, as applicable for floating rate loans, as of December 31, 2025. (3) Assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date.
We entered into a call right agreement with Canyon Ranch pursuant to which we will have the right to acquire the real estate assets of each of Canyon Ranch Tucson in Tucson, Arizona and Canyon Ranch Lenox in Lenox, Massachusetts, at pre-negotiated terms in a sale-leaseback transaction following stabilization, subject to certain conditions.
We entered into a call right agreement with Canyon Ranch pursuant to which we will have the right to acquire the real estate assets of each of Canyon Ranch Tucson in Tucson, Arizona and Canyon Ranch Lenox in Lenox, Massachusetts, at pre-negotiated terms in a sale-leaseback transaction, subject to certain conditions.
We have a ROFR agreement with Caesars (the “Las Vegas Strip ROFR Agreement”), pursuant to which we have the first right, with respect to the first two Las Vegas Strip assets described below that Caesars proposes to sell, whether pursuant to a sale leaseback or a sale of the real estate and operations (a “WholeCo sale”), to a third party, to acquire any such asset (it being understood that we will have the opportunity to find an operating company should Caesars elect to pursue a WholeCo sale).
We have a ROFR agreement with Caesars (the “Las Vegas Strip ROFR Agreement”), pursuant to which we have the first right, with respect to the first two Las Vegas Strip assets described below that Caesars proposes to sell, whether pursuant to a sale leaseback or a sale of the real estate and operations (a “WholeCo 7 Table of Contents sale”), to a third party, to acquire any such asset (it being understood that we will have the opportunity to find an operating company should Caesars elect to pursue a WholeCo sale).
If the call right is exercised, all of the properties, including the Margaritaville Resort, will be subject to a single long-term triple net master lease with us. Right of First Refusal (“ROFR”) and Right of First Offer (“ROFO”) Agreements • Las Vegas Strip Assets ROFR.
If the call right is exercised, all of the properties, including the Margaritaville Resort, will be subject to a single long-term triple net master lease with us. Right of First Refusal and Right of First Offer Agreements • Las Vegas Strip Assets ROFR.
Management retains ultimate responsibility over our environmental sustainability initiatives, engages with the ESG Committee and reports to the Nominating and Governance Committee of our Board of Directors on a quarterly basis, and more frequently as necessary, with respect to environmental sustainability matters.
Management retains ultimate responsibility over our environmental sustainability initiatives, engages with the Corporate Responsibility Committee and reports to the Nominating and Governance Committee of our Board of Directors on a quarterly basis, and more frequently as necessary, with respect to environmental sustainability matters.
We are not aware of any environmental issues that are expected to have a material impact on the operations of any of our properties. New laws and regulations relating to sustainability and climate change may include specific disclosure requirements or other obligations that may require additional investments and implementation of new practices and reporting processes.
We are not aware of any environmental issues that are expected to have a material impact on the operations of any of our properties. In addition, future laws and regulations relating to sustainability and climate change may include specific disclosure requirements or other obligations that may require additional investments and implementation of new practices and reporting processes.
Our principal executive offices are located at 535 Madison Avenue, 28th Floor, New York, New York 10022 and our main telephone number at that location is (646) 949-4631. Our website address is www.viciproperties.com.
Our principal executive offices are located at 535 Madison Avenue, New York, New York 10022 and our main telephone number at that location is (646) 949-4631. Our website address is www.viciproperties.com.
We do not currently have any policy limiting the types of entities in which we may invest or 13 Table of Contents the proportion of assets to be so invested, whether through acquisition of an entity’s common stock, limited liability or partnership interests, interests in another REIT or entry into a joint venture.
We do not currently have any policy limiting the types of entities in which we may invest or the proportion of assets to be so invested, whether through acquisition of an entity’s common stock, limited liability or partnership interests, interests in another REIT or entry into a joint venture.
Our Relationship with Caesars and MGM Caesars and MGM, our two largest tenants representing 39% and 35%, respectively, of our annualized rent as of December 31, 2024, are leading owners and operators of gaming, entertainment and leisure properties.
Our Relationship with Caesars and MGM Caesars and MGM, our two largest tenants representing 39% and 35%, respectively, of our annualized rent as of December 31, 2025, are leading owners and operators of gaming, entertainment and leisure properties.
September 30, 2038 Century Casino & Hotel Edmonton (6) Edmonton, AB Century Casino Cape Girardeau Cape Girardeau, MO Century Casino Caruthersville Caruthersville, MO Century Casino St.
September 30, 2038 Century Casino & Hotel Edmonton Edmonton, AB Century Casino Cape Girardeau Cape Girardeau, MO Century Casino Caruthersville Caruthersville, MO Century Casino St.
Lease Agreement (1) Property Location Tenant/Guarantor (2) Initial Expiration (3) Gaming Portfolio Caesars Joliet Lease Caesars July 31, 2035 Harrah’s Joliet (4) Joliet, IL Caesars Las Vegas Master Lease Caesars July 31, 2035 Caesars Palace Las Vegas Las Vegas, NV Harrah’s Las Vegas Las Vegas, NV Caesars Regional Master Lease Caesars July 31, 2035 Caesars Atlantic City Atlantic City, NJ Harrah’s Atlantic City Atlantic City, NJ Harrah’s Council Bluffs Council Bluffs, IA Harrah’s Gulf Coast (5) Biloxi, MS Harrah’s Lake Tahoe Stateline, NV Harrah’s Laughlin Laughlin, NV Harrah’s Metropolis (5) Metropolis, IL Harrah’s New Orleans (5) New Orleans, LA Harrah’s North Kansas City (5) North Kansas City, MO Harrah’s Philadelphia Chester, PA Harvey’s Lake Tahoe (5) Stateline, NV Horseshoe Bossier City (5) Bossier City, LA Horseshoe Council Bluffs Council Bluffs, IA Horseshoe Hammond (5) Hammond, IN Horseshoe Tunica Robinsonville, MS Century Master Lease Century Casinos, Inc.
Lease Agreement (1) Property Location Tenant/Guarantor (2) Initial Expiration (3) Gaming Portfolio Caesars Joliet Lease Caesars July 31, 2035 Harrah’s Joliet (4) Joliet, IL Caesars Las Vegas Master Lease Caesars July 31, 2035 Caesars Palace Las Vegas Las Vegas, NV Harrah’s Las Vegas Las Vegas, NV Caesars Regional Master Lease Caesars July 31, 2035 Caesars Atlantic City Atlantic City, NJ Caesars New Orleans (5) New Orleans, LA Caesars Republic Lake Tahoe (5) Stateline, NV Harrah’s Atlantic City Atlantic City, NJ Harrah’s Council Bluffs Council Bluffs, IA Harrah’s Gulf Coast (5) Biloxi, MS Harrah’s Lake Tahoe Stateline, NV Harrah’s Laughlin Laughlin, NV Harrah’s Metropolis (5) Metropolis, IL Harrah’s North Kansas City (5) North Kansas City, MO 4 Table of Contents Harrah’s Philadelphia Chester, PA Horseshoe Bossier City (5) Bossier City, LA Horseshoe Council Bluffs Council Bluffs, IA Horseshoe Hammond (5) Hammond, IN Horseshoe Tunica Robinsonville, MS Century Master Lease Century Casinos, Inc.
To assist in fulfilling that commitment, we measure our organizational culture, degree of inclusion and employee engagement through, among other things, an annual, independent third-party employee satisfaction survey and periodic pulse surveys, all of which provide management with insights regarding key issues and priorities to maintain and improve the health, well-being and satisfaction of our employees. • Board Oversight .
To assist in fulfilling that commitment, we measure our organizational culture, employee engagement and employee satisfaction through, among other things, an annual, independent third-party employee satisfaction survey and periodic pulse surveys, all of which provide management with insights regarding key issues and priorities to maintain and improve our employee programs and initiatives and the health, well-being and satisfaction of our employees. • Board Oversight .
The following tables summarize our lease agreements between us and our respective tenants and guarantors (each, as may be amended from time to time, and each individually, as defined in the column titled “Lease Agreement”) and the properties under each our respective lease agreements, as of the date of this Annual Report.
The following tables summarize our lease agreements between us and our respective tenants and guarantors, including pending transactions (each, as may be amended from time to time, and each individually, as defined in the column titled “Lease Agreement”), and the properties under each our respective lease agreements, as of the date of this Annual Report.
Further, many gaming and racing regulatory agencies in the jurisdictions in which our tenants operate require 10 Table of Contents us and our affiliates to apply for and maintain a finding of suitability or a license as a key business entity or supplier because of our status as landlord.
Further, many gaming and racing regulatory agencies in the jurisdictions in which our tenants operate require us and our affiliates to apply for and maintain a finding of suitability or a license as a key business entity or supplier because of our status as landlord.
In light of the significant uncertainties inherent in forward-looking statements, the inclusion of such forward-looking statements should not be regarded as a representation by us. 16 Table of Contents
In light of the significant uncertainties inherent in forward-looking statements, the inclusion of such forward-looking statements should not be regarded as a representation by us. 17 Table of Contents
The summaries presented herein are not complete and are qualified in their entirety by reference to the full text of the applicable agreements, certain of which are included as exhibits to this Annual Report on Form 10-K. 8 Table of Contents • Caesars Guaranty.
The summaries presented herein are not complete and are qualified in their entirety by reference to the full text of the applicable agreements, certain of which are included as exhibits to this Annual Report on Form 10-K. • Caesars Guaranty.
We have a golf course use agreement (the “Golf Course Use Agreement”) with Caesars which provides them with preferred access and tee times for their guests at our golf courses. As of December 31, 2024, contractual minimum fees under the Golf Course Use Agreement and certain other golf course related agreements with Caesars were $17.2 million per year.
We have a golf course use agreement (the “Golf Course Use Agreement”) with Caesars which provides them with preferred access and tee times for their guests at our golf courses. As of December 31, 2025, contractual minimum fees under the Golf Course Use Agreement and certain other golf course related agreements with Caesars were $17.6 million per year.
Our leased properties are leased pursuant to long-term triple-net leases, which provide our tenants with complete control over operations at our leased properties, including the implementation of environmental sustainability initiatives consistent with their business strategies and revenue objectives.
Our leased properties are operated pursuant to long-term triple-net leases, which provide our tenants with complete control over operations at our leased properties, including the implementation of environmental sustainability initiatives pursuant to their business strategies and objectives.
Across approximately 127 million square feet, our well-maintained properties are curren tly located across urban, destination and drive-to markets in twenty-six states and Canada, contain approximately 60,300 hotel rooms and feature over 500 restaurants, bars, nightclubs and sportsbooks.
Across approximately 127 million square feet, our well-maintained properties 2 Table of Contents are curren tly located across urban, destination and drive-to markets in twenty-six states and Canada, contain approximately 60,300 hotel rooms and feature over 500 restaurants, bars, nightclubs and sportsbooks.
See Item 1A - “Risk Factors—Risks Related to Our Business and Operations” for additional information. Our Golf Courses We own four championship golf courses located near certain of our properties, Rio Secco in Henderson, Nevada, Cascata in Boulder City, Nevada, Chariot Run in Laconia, Indiana and Grand Bear in Saucier, Mississippi (the “Golf Courses”).
See Item 1A - “Risk Factors—Risks Related to Our Business and Operations” for additional information. 8 Table of Contents Our Golf Courses We own four championship golf courses located near certain of our properties, Serket (formerly Rio Secco) in Henderson, Nevada, Cascata in Boulder City, Nevada, Chariot Run in Laconia, Indiana and Grand Bear in Saucier, Mississippi (the “Golf Courses”).
Further, 14% of our directors and 26% of our employees identified as members of an ethnic and/or racial minority group. • Compensation and Benefits.
Further, 14% of our directors and 25% of our employees identified as members of an ethnic and/or racial minority group. • Compensation and Benefits.
Our ESG Committee, comprised of employees across multiple functional areas and professional levels, including our Chief Financial Officer and General Counsel, leads our environmental sustainability initiatives (including with respect to climate change).
Our Corporate Responsibility Committee, comprised of employees across multiple functional areas and professional levels, including our Chief Financial Officer and General Counsel, leads our environmental sustainability initiatives (including with respect to climate change).
On July 26, 2023, we entered into a right of first financing agreement pursuant to which we will have the first right, but not the obligation, to serve as the real estate capital financing partner for Canyon Ranch with respect to the acquisition, build-out and/or redevelopment of future greenfield and build-to-suit wellness resorts. • Lucky Strike ROFO.
Additionally, we have entered into a right of first financing agreement with Canyon Ranch pursuant to which we will have the first right, but not the obligation, to serve as the real estate capital financing partner for Canyon Ranch with respect to the acquisition, build-out and/or redevelopment of future greenfield and build-to-suit wellness resorts. • Lucky Strike ROFO.
We also seek to provide differentiated benefits to our employees, such as our Portfolio Experience Benefit, which enables employees to experience our properties with an annual stipend, and our charitable matching program administered through the Groundswell Charitable Giving platform.
We also seek to provide differentiated benefits to our employees, such as our Portfolio Experience Benefit, which enables employees to experience our properties with an annual stipend, and our 10 Table of Contents charitable matching program administered through the Groundswell Charitable Giving platform.
We have also performed energy and water audits and regulatory assessments at each of the Golf Courses to further inform our sustainability initiatives.
We have also performed energy and water audits and regulatory assessments at 12 Table of Contents each of the Golf Courses to further inform our sustainability initiatives.
We offer a comprehensive employee benefits package, including a 401(k) plan, medical, dental and vision insurance, disability insurance, life insurance, paid maternity/paternity leave for birth and foster/adoption placements and other parenthood pursuit benefits, wellness, technology and travel stipends, and access to an employee assistance program, including mental health and wellness support services.
We offer a comprehensive employee benefits package, including a 401(k) plan, medical, dental and vision insurance, disability insurance, life insurance, paid maternity/paternity leave for birth and foster/adoption placements and other parenthood pursuit benefits, compassionate and bereavement leave, a flexible time off policy, wellness, technology and travel stipends, and access to an employee assistance program, including mental health and wellness support services.
We have made, and may continue to make, investments in mortgages or other forms of real estate-related debt, including, without limitation, traditional mortgages, participating or convertible mortgages, mezzanine loans or preferred equity investments; provided, in each case, that such investment is consistent with our qualification as a REIT.
We have made, and may continue to make, investments in mortgages or other forms of real estate-related debt, including, without limitation, traditional mortgages, participating or convertible mortgages, mezzanine loans or preferred equity investments, as well as similar investments with tribal operators in sovereign jurisdictions; provided, in each case, that such investment is consistent with our qualification as a REIT.
The gaming industry is characterized by a high degree of competition among a large number of participants, including traditional brick and mortar casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, emerging varieties of Internet gaming, sports betting and other forms of gaming in the United States.
The gaming industry is characterized by a high degree of competition among a large number of participants, including traditional brick-and-mortar casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, internet gaming, sports betting and other forms of gaming and betting in the United States, including emerging platforms such as prediction markets.
We have a ROFR agreement with EBCI and Caesars pursuant to which we have the first right to enter into a sale leaseback transaction with respect to the real property associated with the development of a new casino resort in Danville, Virginia. • Canyon Ranch ROFO.
We have a ROFR agreement with EBCI and Caesars pursuant to which we have the first right to enter into a sale leaseback transaction with respect to the real property associated with the recently developed casino resort in Danville, Virginia. • Canyon Ranch ROFO.
Our Embedded Growth Pipeline We have entered into several put-call, call right, right of first refusal and right of first offer agreements, as well as other strategic arrangements, which we believe provide the opportunity for embedded growth as we pursue our future strategic objectives.
Our Embedded Growth Pipeline We have entered into several put-call, call right, right of first refusal (“ROFR”) and right of first offer (“ROFO”) agreements, as well as other strategic arrangements, which we believe provide opportunities for embedded growth as we pursue our future strategic objectives.
Our tenants pursue a broad range of ESG programs and initiatives, such as the implementation of energy, water and waste-related efficiency measures at our properties, on-site renewable energy, operational improvements, and sustainable hospitality programs, and independently report to their respective investors and other stakeholders regarding such efforts.
Our tenants pursue a broad range of environmental sustainability programs and initiatives, such as energy, water and waste-related efficiency measures at our properties, on-site renewable energy, operational improvements, and sustainable hospitality programs, and independently report to their respective investors and other stakeholders regarding such programs.
We have a put-call agreement with Caesars with respect to the Caesars Forum Convention Center, which provides for (i) a call right in our favor, which, if exercised, would result in the sale by Caesars to us and simultaneous leaseback by us to Caesars of the Caesars Forum Convention Center, exercisable by us from September 18, 2025 until December 31, 2028, and (ii) a put right in favor of Caesars, which was exercisable by Caesars between January 1, 2024 and December 31, 2024.
We have a put-call agreement with Caesars with respect to the Caesars Forum Convention Center, which provides for a call right in our favor, which, if exercised, would result in the sale by Caesars to us and simultaneous leaseback by us to Caesars of the Caesars Forum Convention Center, exercisable by us from September 18, 2025 until December 31, 2028.
We conduct our real property business through VICI OP and our golf course business through a taxable REIT subsidiary (a “TRS”), VICI Golf LLC (“VICI Golf”). Our Investment Highlights • Demonstrated track record of growth with significant scale.
We conduct our real property business through VICI OP and our golf course business through a taxable REIT subsidiary (a “TRS”), VICI Golf LLC (“VICI Golf”). Our Investment Highlights and Portfolio Characteristics • Demonstrated track record of growth .
In addition, Rio Secco and Cascata are in close proximity to the Las Vegas Strip. These golf courses are operated by a third-party golf resort operator, Cabot-Managed Properties, an affiliate of Cabot, pursuant to a golf course management agreement.
In addition, Serket and Cascata are in close proximity to the Las Vegas Strip. All four golf courses are operated by a third-party golf resort operator, Cabot-Managed Properties, an affiliate of Cabot, pursuant to a golf course management agreement.
As of December 31, 2024, 43% of our directors (and 50% of our independent directors), 44% of our employees and 25% of our executive officers were female. Additionally, 50% of the leadership of our Board of Directors were female as of December 31, 2024.
As of December 31, 2025, 43% of our directors (and 50% of our independent directors), 46% of our employees and 25% of our executive officers were female. Additionally, 50% of the leadership of our Board of Directors were female as of December 31, 2025.
We may from time to time modify our debt policy in light of then-current economic conditions, relative availability and costs of debt and equity capital, market values of our properties, general market conditions for debt and equity securities, fluctuations in the market price of our shares of common stock, growth and acquisition opportunities and other factors.
We may from time to time modify our debt policy in light of then-current economic conditions, relative availability and costs of debt and equity capital, market values of our properties, general market conditions for debt and equity securities, fluctuations in the market price of our shares of common stock, growth and acquisition opportunities and other factors, which could result in us becoming more highly leveraged.
We are committed to the improvement of environmental conditions through our business activities within the scope of our capabilities, and we periodically engage with key stakeholders with regard to environmental sustainability priorities, among other things, including through a stakeholder materiality assessment performed in 2023. • Governance and Strategy .
We are committed to the improvement of environmental conditions through our business activities within the scope of our capabilities, and we periodically engage with key stakeholders with regard to environmental sustainability priorities, among other things, including through periodic outreach and stakeholder materiality assessments. • Governance and Strategy .
Our most recent climate-related risk analysis performed in early 2025 was comprised of individual property-level risk analyses, multiple climate scenario analyses within our identified time horizons, a regulatory review of active and impending sustainable building regulations, and additional community resilience assessments with respect to certain geographies in which we own multiple properties (such as Las Vegas, Nevada and Atlantic City, New Jersey).
With the assistance of an environmental due diligence provider and consultant, our most recent climate-related risk analysis performed in 2025 was comprised of individual property-level physical risk analyses, multiple climate scenario analyses within our identified time horizons, and transition risk analyses, including review of active and impending sustainable building regulations and additional community resilience assessments with respect to certain geographies in which we own multiple properties (such as Las Vegas, Nevada and Atlantic City, New Jersey).
To the extent that our Board of Directors or management determines that it is necessary to raise additional capital, we may, without stockholder approval, borrow money under the Revolving Credit Facility (as defined in Note 7 - Debt), issue debt or equity securities, including securities senior to our shares, retain earnings (subject to the REIT distribution requirements for U.S. federal income tax purposes), assume indebtedness, obtain mortgage financing on a portion of our owned properties, engage in a joint venture, or employ a combination of these methods.
To the extent that our Board of Directors or management determines that it is necessary to raise additional capital, we may, without stockholder approval, borrow money under the Revolving Credit Facility (as defined in Note 7 - Debt ), issue debt or equity securities, including securities senior to our shares, retain earnings (subject to the REIT distribution requirements for U.S. federal income tax purposes), assume indebtedness, obtain mortgage financing on a portion of our owned properties, engage in a joint venture, or employ a combination of these methods. 14 Table of Contents Intellectual Property Most of the properties within our portfolio are currently operated and promoted under trademarks and brand names not owned by us.
In addition, the joint venture that holds the real estate assets of MGM Grand Las Vegas and Mandalay Bay (“ MGM Grand/Mandalay Bay JV”) previously entered into a tax protection agreement with MGM with respect to built-in gain and debt maintenance related to MGM Grand Las Vegas and Mandalay Bay, which is effective through mid-2029, and by acquiring MGP in April 2022 and subsequently acquiring the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV in January 2023, we bear any indemnity under this existing tax protection agreement.
In addition, the joint venture that holds the real estate assets of MGM Grand Las Vegas and Mandalay Bay (“ MGM Grand/Mandalay Bay JV”) previously entered into a tax protection agreement with MGM with respect to built-in gain and debt maintenance related to MGM Grand Las Vegas and Mandalay Bay, which is effective through mid-2029, and by acquiring MGP in April 2022 and subsequently acquiring the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV in January 2023, we bear any indemnity under this existing tax protection agreement. 9 Table of Contents Competition We compete for real property investments with other REITs, gaming companies, investment companies, private equity firms, hedge funds, sovereign funds, lenders and other private investors.
Each of our gaming and racing facilities is subject to regulation under the laws, rules, and regulations of the jurisdiction in which it is located.
Governmental Regulation and Licensing The ownership, operation and management of gaming and racing facilities are subject to pervasive regulation. Each of our gaming and racing facilities is subject to regulation under the laws, rules, and regulations of the jurisdiction in which it is located.
Additionally, we engage a strategic ESG consultant to advise us on our continued enhancement of, among other things, our sustainability performance, our tenant and stakeholder engagement initiatives, and our related reporting (including pursuant to external disclosure frameworks and standards).
Additionally, we have engaged a strategic consultant to advise us regarding, among other things, our sustainability performance, our tenant and stakeholder engagement initiatives, and our related reporting (including pursuant to external disclosure frameworks and standards).
May 23, 2034 Hollywood Casino at Greektown Detroit, MI PENN Margaritaville Lease PENN Entertainment, Inc. January 31, 2034 Margaritaville Resort Casino (5) Bossier City, LA PURE Master Lease Indigenous Gaming Partners Inc.
(“PENN”) May 23, 2034 Hollywood Casino at Greektown Detroit, MI Margaritaville Resort Casino (5) Bossier City, LA 5 Table of Contents PURE Master Lease Indigenous Gaming Partners Inc.
All of our employees a re employed at VICI LP in support of our primary business as a triple- net lease REIT and are primarily located at our corporate headquarters in New York, New York . • Corporate Culture and Engagement.
Human Capital Management As of December 31, 2025, we employed 28 employees, all of which are full-time. All of our employees a re employed at VICI LP in support of our primary business as a triple- net lease REIT and are primarily located at our corporate headquarters in New York, New York . • Corporate Culture and Engagement.
We have a ROFR agreement to acquire the real estate of any future Homefield property in a sale leaseback transaction, should Homefield elect to sell such assets. 7 Table of Contents • Indigenous Gaming Partners ROFO. We have a five-year ROFO on future sale-leaseback transactions with IGP.
We have a ROFR agreement to acquire the real estate of any future Homefield property in a sale leaseback transaction, should Homefield elect to sell such assets. • Indigenous Gaming Partners ROFO . We have a five-year ROFO on future sale-leaseback transactions with IGP. Any additional properties acquired pursuant to the ROFO will be added to the PURE Master Lease.
Rent due under any such ground lease is paid directly by our tenant to the primary landlord pursuant to their respective lease agreement. (6) Collectively, the “Century Canadian Portfolio”. (7) CNB is the parent entity of CNE Holdings, LLC also known as Cherokee Nation Entertainment.
(5) The core property, or a portion thereof, is leased by us pursuant to a ground lease. Rent due under any such ground lease is paid directly by our tenant to the primary landlord pursuant to their respective lease agreement. (6) CNB is the parent entity of CNE Holdings, LLC also known as Cherokee Nation Entertainment.
We have disclosed our climate change strategy, governance, risk management and certain metrics and targets in alignment with the Task Force on Climate-Related Financial Disclosures (TCFD) guidelines and incorporated climate change-related risk into our enterprise risk management framework.
We have disclosed our climate change strategy, governance, risk management and certain metrics and targets in alignment with the Task Force on Climate-Related Financial Disclosures (TCFD) guidelines, are evaluating disclosure considerations under potential successor frameworks such as the ISSB, and incorporated climate change-related risk under our enterprise risk management framework.
Our tenants’ control of our leased properties (which is inherent to the triple-net lease structure) presents challenges with respect to our ability to collect property-level environmental data and metrics and implement sustainability initiatives (including energy and emissions reduction), which may in turn impact our ability to comply with certain regulatory requirements to which we are or may become subject. 11 Table of Contents Sustainability We continue to focus on developing our efforts related to implementing and reporting on environmental sustainability efforts at our properties, including our corporate headquarters, our Golf Courses (operated by Cabot-Managed Properties) and our triple-net leased portfolio.
Our tenants’ control of our leased properties (which is inherent to the triple-net lease structure) presents challenges with respect to our ability to collect property-level environmental data and metrics and implement sustainability initiatives (including energy and emissions reduction), which may in turn impact our ability to comply with certain regulatory requirements to which we are or may become subject.
A portion of capital expenditures at our Golf Courses is allocated to improving the sustainability of the courses, including projects to reduce electricity and fuel usage (and thus, energy usage and emissions), reduce water consumption and improve efficiency, and reduce waste in favor of recycling and repurposing.
A portion of capital expenditures at our Golf Courses each year is spent on projects intended to improve their environmental performance and sustainability, including projects to reduce electricity and fuel usage (and thus, energy usage and emissions), reduce water consumption and improve efficiency, enhance biodiversity, and reduce waste generation in favor of recycling and repurposing.
Intellectual Property Most of the properties within our portfolio are currently operated and promoted under trademarks and brand names not owned by us. In addition, properties that we may acquire in the future may be operated and promoted under these same trademarks and brand names, or under different trademarks and brand names we do not, or will not, own.
In addition, properties that we may acquire in the future may be operated and promoted under these same trademarks and brand names, or under different trademarks and brand names we do not, or will not, own.
The put right was not exercised by Caesars and terminated as of December 31, 2024. 6 Table of Contents Call Right Agreements • Canyon Ranch Austin Call Right.
The put right in favor of Caesars, which was exercisable between January 1, 2024 and December 31, 2024, was not exercised by Caesars and terminated as of December 31, 2024. Call Right Agreements • Canyon Ranch Austin Call Right.
Albert (6) Edmonton, AB Century Downs Racetrack and Casino (6) Calgary, AB Century Mile Racetrack (5) (6) Edmonton, AB 4 Table of Contents Lease Agreement (1) Property Location Tenant/Guarantor (2) Initial Expiration (3) Mountaineer Casino Resort & Racetrack New Cumberland, WV Rocky Gap Casino Resort (5) Flintstone, MD CNE Gold Strike Lease Cherokee Nation Businesses, L.L.C.
Albert Edmonton, AB Century Downs Racetrack and Casino Calgary, AB Century Mile Racetrack (5) Edmonton, AB Mountaineer Casino Resort & Racetrack New Cumberland, WV Rocky Gap Casino Resort (5) Flintstone, MD CNE Gold Strike Lease Cherokee Nation Businesses, L.L.C.
We continually evaluate existing benefits and explore new or expanded benefits to be responsive to employee feedback and seek to improve employee utilization of available benefits and meaningfully enhance employee benefits over time. • Education, Training and Development.
We continually evaluate existing benefits and explore new or expanded benefits to be responsive to employee feedback and seek to improve employee utilization of available benefits and meaningfully enhance employee benefits over time. • Education, Training and Development. We invest in employee education, training, and development through regular programs, including our “VICI U” program and “Lunch and Learn” seminar series.
We evaluate climate change risk throughout our portfolio, including property-specific physical climate risk assessments in connection with transactional due diligence (and subsequently on a periodic basis) and more broadly with respect to our overall portfolio (including the identification of material risks and the concentration/distribution of such risks across our portfolio).
We evaluate climate change risk throughout our portfolio, including in connection with transactional due diligence regarding individual properties focused on the identification of material physical risks and, with respect to our overall portfolio, regarding the distribution of such physical risks and an assessment of transition risks more broadly.
February 29, 2052 Venetian Resort Las Vegas, NV Total Gaming Portfolio 54 5 Table of Contents Lease Agreement (1) Property Location Tenant/Guarantor (2) Initial Expiration (3) Other Experiential Portfolio Lucky Strike Master Lease Lucky Strike Entertainment Corporation (“Lucky Strike Entertainment”) (10) October 18, 2048 Bowling Entertainment Centers Various U.S.
February 29, 2052 Venetian Resort Las Vegas, NV Total Gaming Portfolio 54 Other Experiential Portfolio Lucky Strike Master Lease Lucky Strike Entertainment Corporation October 18, 2048 Bowling Entertainment Centers Various U.S.
The Caesars Indianapolis Put-Call Agreement was not exercised by either party and terminated on December 31, 2024. Our Partner Property Growth Fund Strategy As part of our ongoing dialogue with our tenants, we continually seek opportunities to further our long-term partnerships and pursue our respective strategic objectives.
Our Partner Property Growth Fund Strategy As part of our ongoing dialogue with our tenants, we continually seek opportunities to further our long-term partnerships and pursue our respective strategic objectives.
Environmental Matters Our properties are subject to environmental laws regulating, among other things, air emissions, wastewater discharges and the handling and disposal of wastes, the utilization of above or underground storage tanks, or properties that include asbestos-containing building materials.
Any of the foregoing, including material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities, could adversely affect our operating results. 11 Table of Contents Environmental Matters Our properties are subject to environmental laws regulating, among other things, air emissions, wastewater discharges and the handling and disposal of wastes, the utilization of above or underground storage tanks, or properties that include asbestos-containing building materials.
Certain of our leases permit us to require the collection or reporting of environmental sustainability data (including pursuant to relevant “green lease” provisions).
Certain of our leases permit us to require the collection or reporting of environmental sustainability data (including pursuant to forms of “green lease” provisions). Although not all of our leases include such provisions, certain of our tenants also report voluntarily regarding such matters.
We may participate with third parties in property ownership, through joint ventures or other types of co-ownership, and we may engage in such activities in the future if we determine that doing so would be the most effective means of owning or acquiring properties.
In addition, we may purchase or lease income-producing commercial and other types of properties for long-term investment, expand and improve the properties we presently own or other acquired properties, or sell such properties, in whole or in part, when circumstances warrant. 13 Table of Contents We may participate with third parties in property ownership, through joint ventures or other types of co-ownership, and we may engage in such activities in the future if we determine that doing so would be the most effective means of owning or acquiring properties.
(3) Represents the expiration date assuming no tenant renewal option is exercised. (4) Owned by Harrah’s Joliet Landco LLC, a joint venture of which a wholly owned subsidiary of VICI LP is the 80% owner and the managing member. (5) The core property, or a portion thereof, is leased by us pursuant to a ground lease.
(2) The tenants under our lease agreements are subsidiaries and/or affiliates of the guarantors set forth in this table. (3) Represents the expiration date assuming no tenant renewal option is exercised. (4) Owned by Harrah’s Joliet Landco LLC, a joint venture of which a wholly owned subsidiary of VICI LP is the 80% owner and the managing member.
Operation of the leased properties, as well as our business and financial condition, could be adversely impacted by infringement, invalidation, unauthorized use or litigation affecting any such intellectual property. In addition, if any of our properties are rebranded, it could have a material adverse effect on us, as we may not enjoy comparable recognition or status under a different brand.
In addition, if any of our properties are rebranded, it could have a material adverse effect on us, as such properties may not enjoy comparable recognition or status under a different brand.
As of December 31, 2024, our properties are 100% leased with a weighted average lease term, including extension options, of approximately 40.7 years . 2 Table of Contents We also have a growing array of real estate and financing partnerships with leading operators in other experiential sectors, including Cabot, Canyon Ranch, Chelsea Piers, Great Wolf Resorts, Homefield, Kalahari Resorts, and Lucky Strike Entertainment.
We also have a growing array of real estate and financing partnerships with leading developers and operators in other experiential sectors, including Cabot, Cain, Canyon Ranch, Chelsea Piers, Great Wolf Resorts, Homefield, Kalahari Resorts and Lucky Strike Entertainment.
Our Real Estate Debt Investments The following is a summary of our investments in real estate debt as of December 31, 2024: ($ In thousands) Investment Type Principal Balance Future Funding Commitments (1) Weighted Average Interest Rate (2) Weighted Average Term (3) Senior Secured Notes $ 85,000 $ — 11.0 % 6.3 years Senior Secured Loans 684,686 308,776 8.0 % 4.7 years Mezzanine Loans and Preferred Equity 908,461 239,748 9.2 % 4.1 years Total $ 1,678,147 $ 548,524 8.8 % 4.4 years ____________________ (1) Our future funding commitments are subject to our borrowers' compliance with the financial covenants and other applicable provisions of each respective loan agreement.
(12) Represents the initial term, assuming the four five-year tenant renewal options are not exercised. 6 Table of Contents Our Real Estate Debt Investments The following is a summary of our investments in real estate debt as of December 31, 2025: ($ In thousands) Investment Type Principal Balance Future Funding Commitments (1) Weighted Average Interest Rate (2) Weighted Average Term (3) Senior Secured Notes $ 83,406 $ — 11.0 % 5.2 years Senior Secured Loans 1,084,478 399,942 8.3 % 4.4 years Mezzanine Loans and Preferred Equity 1,412,203 223,553 9.6 % 2.5 years Total $ 2,580,087 $ 623,495 9.1 % 3.4 years ____________________ (1) Our future funding commitments are subject to our borrowers' compliance with the financial covenants and other applicable provisions of each respective loan agreement.
All of our lease agreements provide for annual base rent escalations, which may be fixed or variable over the life of the lease.
All of our lease agreements provide for annual base rent escalations, which may be fixed or variable over the life of the lease. Among our leases, 15 of 17 are subject to a CPI-linked escalation for some period over the life of the lease (subject to applicable caps).
We continue to progress our ESG program in accordance with an internal multi-year strategic roadmap for the development and implementation of additional initiatives across a broad range of ESG topics, including sustainability initiatives at our golf courses, expanded tenant engagement efforts, greenhouse gas emissions evaluation and reporting, participation in additional evaluation and scoring frameworks, and the development of internal processes to support and facilitate these initiatives. • Golf Courses.
We continue to progress our corporate responsibility program through initiatives across a broad range of areas, including sustainability initiatives at our golf courses, building efficiency and sustainability data collection and reporting for our triple-net leased portfolio, tenant engagement efforts, greenhouse gas emissions inventory and reporting, alignment and engagement with various sustainability disclosure and scoring frameworks, and the development of internal processes to support and facilitate these initiatives. • Golf Courses.
We have shared certain climate risk findings with our tenants to facilitate their independent climate risk management and mitigation efforts in connection with their operations at our properties. We also assess transition-related climate risks, such as potential legal and regulatory, technological, market-based, and reputational impacts, in light of our triple-net lease operating model.
We have also shared certain physical climate risk-related findings with our tenants to facilitate their understanding of such risk in connection with their operations at our properties and any independent risk management and mitigation efforts that such tenants may undertake.
(8) IGP is a gaming partnership established by five institutional Nova Scotia-based First Nations (Glooscap First Nation, Millbrook First Nation, Annapolis Valley First Nation, We’koqma’q L’nue’kati, and Paqtnkek Mi’kmaw Nation) to acquire gaming assets in North America. (9) Collectively, the “PURE Canadian Portfolio”. (10) Effective December 12, 2024, Bowlero Corporation was rebranded as Lucky Strike Entertainment Corporation.
(9) IGP is a gaming partnership established by five institutional Nova Scotia-based First Nations (Glooscap First Nation, Millbrook First Nation, Annapolis Valley First Nation, We’koqma’q L’nue’kati, and Paqtnkek Mi’kmaw Nation) to acquire gaming assets in North America. (10) Subject to a mandatory 10-year tenant extension to the extent all conditions under the applicable ground lease are met.
Although not all of our leases include such provisions, certain of our tenants also report voluntarily regarding such matters, including with respect to, among other things, water, electricity/fuel and energy use, greenhouse gas emissions, waste generation and diversion, green building certifications and the implementation of efficiency measures with respect to the foregoing.
In particular, we request available data with respect to, among other things, water use, electricity/fuel and energy use, Scope 1 and Scope 2 greenhouse gas emissions, waste generation, diversion and recycling, green building certifications and the implementation of efficiency measures with respect to the foregoing.
We have made approximately $37.0 billion of domestic and international investments across gaming and other experiential assets since our formation in October 2017. Following our growth and resulting scale, we were added to the S&P 500 Index in June 2022. • Stable and transparent cash flows by leading operators.
We have announced approximately $39.1 billion of domestic and international investments across gaming and other experiential assets since our formation in October 2017. • Significant scale and stable cash flows .
Any additional properties acquired pursuant to the ROFO will be added to the PURE Master Lease. Other Embedded Growth Agreements • Cabot Citrus Farms Purchase and Sale Agreement.
Other Embedded Growth Agreements • Cabot Citrus Farms Purchase and Sale Agreement.
Our ability to compete is also impacted by national and local economic trends, availability of investment alternatives, availability and cost of capital, construction and renovation costs, existing laws and regulations, new legislation and population trends. 9 Table of Contents Human Capital Management As of December 31, 2024, we employed 27 employees, all of which are full-time.
Increased competition makes it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives. Our ability to compete is also impacted by global, national and local economic trends, availability of investment alternatives, availability and cost of capital, construction and renovation costs, existing laws and regulations, new legislation, and demographic and cultural trends.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

87 edited+37 added−6 removed210 unchanged
Biggest changeAdditionally, we will face material tax consequences that would substantially reduce our cash available for distribution, including cash available to pay dividends to our stockholders, because: • we would be subject to U.S. federal income tax and state and local income taxes on our net income at regular corporate rates for the years we did not qualify for taxation as a REIT (and, for such years, would not be allowed a deduction for dividends paid to stockholders in computing our taxable income); • for tax years beginning after December 31, 2022, we would possibly also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including the corporate alternative minimum tax and the nondeductible one percent excise tax on certain stock repurchases; • unless we are entitled to relief under applicable statutory provisions, neither we nor any “successor” corporation, trust or association could elect to be taxed as a REIT until the fifth taxable year following the year during which we were disqualified; • if we were to re-elect REIT status, we would have to distribute all earnings and profits from non-REIT years before the end of the first new REIT taxable year; and • for the five years following re-election of REIT status, upon a taxable disposition of an asset owned as of such re-election, we would be subject to corporate-level tax with respect to any built-in gain inherent in such asset at the time of re-election. 29 Table of Contents Even if we retain our REIT status, if MGP, which merged into our existing subsidiary pursuant to the MGP Transactions, loses its REIT status for a taxable year ending on or before the effective time of the MGP Transactions, we would be subject to adverse tax consequences that would substantially reduce our cash available for distribution, including cash available to pay dividends to our stockholders, because: • unless we are entitled to relief under applicable statutory provisions, VICI, as the “successor” by merger to MGP for U.S. federal income tax purposes, could not elect to be taxed as a REIT until the fifth taxable year following the year during which MGP was disqualified; • VICI, as the successor by merger to MGP, would be subject to any corporate income tax liabilities of MGP, including penalties and interest; • assuming that we otherwise maintained our REIT qualification, we would be subject to corporate-level tax on the built-in gain in each asset of MGP existing at the time of the MGP Transactions if we were to dispose of such MGP asset during the five-year period following the MGP Transactions; and • assuming that we otherwise maintained our REIT qualification, we would succeed to any earnings and profits accumulated by MGP for taxable periods that it did not qualify as a REIT, and we would have to pay a special dividend and/or employ applicable deficiency dividend procedures (including interest payments to the IRS) to eliminate such earnings and profits (or if we do not timely distribute those earnings and profits, we could fail to qualify as a REIT).
Biggest changeAdditionally, we will face material tax consequences that would substantially reduce our cash available for distribution, including cash available to pay dividends to our stockholders, because: • we would be subject to U.S. federal income tax and state and local income taxes on our net income at regular corporate rates for the years we did not qualify for taxation as a REIT (and, for such years, would not be allowed a deduction for dividends paid to stockholders in computing our taxable income); • for tax years beginning after December 31, 2022, we would possibly also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including the corporate alternative minimum tax and the nondeductible one percent excise tax on certain stock repurchases; • unless we are entitled to relief under applicable statutory provisions, neither we nor any “successor” corporation, trust or association could elect to be taxed as a REIT until the fifth taxable year following the year during which we were disqualified; • if we were to re-elect REIT status, we would have to distribute all earnings and profits from non-REIT years before the end of the first new REIT taxable year; and • for the five years following re-election of REIT status, upon a taxable disposition of an asset owned as of such re-election, we would be subject to corporate-level tax with respect to any built-in gain inherent in such asset at the time of re-election.
Unless the terms of these ground and use leases are extended prior to expiration, we will no longer have rights with respect to these properties or portions of the properties, as the case may be, upon expiration of the applicable ground leases, which could impact our tenant’s ability to operate the property (to the extent the portions of property covered under the applicable ground and/or use lease are material to the operations of the property) and our rights and obligations under applicable lease agreements, which could adversely affect our business, financial condition and results of operations.
Unless the terms of these ground and use leases are extended prior to expiration, we will no longer have rights with respect to these properties or portions of these properties, as the case may be, upon expiration of the applicable ground leases, which could impact our tenant’s ability to operate the property (to the extent the portions of property covered under the applicable ground and/or use lease are material to the operations of the property) and our rights and obligations under applicable lease agreements, which could adversely affect our business, financial condition and results of operations.
Pursuant to certain put-call agreements, call agreements, right of first refusal, right of first offer and similar agreements, as further described in Item 1 "Business - Our Embedded Growth Pipeline" , we have certain rights in connection with the potential or actual purchase or sale of properties covered by these agreements, subject to applicable terms and conditions.
Pursuant to certain put-call, call right, right of first refusal, right of first offer and similar agreements, as further described in Item 1 "Business - Our Embedded Growth Pipeline" , we have certain rights in connection with the potential or actual purchase or sale of properties covered by these agreements, subject to applicable terms and conditions.
See Item 1 “Business-Our Lease Agreements” and Item 1 “Business-Our Relationship with Caesars and MGM” for additional information regarding such agreements. Our lease agreements contain annual escalation provisions, certain of which are tied to changes in CPI (or similar metrics with respect to other geographies), although these annual escalators in some cases do not apply until future periods.
See Item 1 “Business-Our Lease Agreements” and Item 1 “Business-Our Relationship with Caesars and MGM” for additional information regarding such agreements. Our lease agreements typically contain annual escalation provisions, certain of which are tied to changes in CPI (or similar metrics with respect to other geographies), although these annual escalators in some cases do not apply until future periods.
For example, in connection with the MGP Transactions, we entered into the MGM Tax Protection Agreement pursuant to which, subject to certain exceptions, we agreed to indemnify the Protected Parties (as defined in the MGM Tax Protection Agreement) for certain tax liabilities, during the Protected Period (as defined in the MGM Tax Protection Agreement), resulting from (i) the sale, transfer, exchange or other disposition of Protected Property (as defined in the MGM Tax Protection Agreement), (ii) a merger, consolidation, or transfer of all of the assets of, or certain other transactions undertaken by us pursuant to which the ownership interests of the Protected Parties in VICI OP are required to be exchanged in whole or in part 21 Table of Contents for cash or other property, (iii) the failure of VICI OP to maintain approximately $8.5 billion of nonrecourse indebtedness allocable to the Protected Parties, which amount may be reduced over time in accordance with the MGM Tax Protection Agreement, and (iv) the failure of VICI OP or us to comply with certain tax covenants that would impact the tax liabilities of the Protected Parties.
For example, in connection with the MGP Transactions, we entered into the MGM Tax Protection Agreement pursuant to which, subject to certain exceptions, we agreed to indemnify the Protected Parties (as defined in the MGM Tax Protection Agreement) for certain tax liabilities, during the Protected Period (as defined in the MGM Tax Protection Agreement), resulting 24 Table of Contents from (i) the sale, transfer, exchange or other disposition of Protected Property (as defined in the MGM Tax Protection Agreement), (ii) a merger, consolidation, or transfer of all of the assets of, or certain other transactions undertaken by us pursuant to which the ownership interests of the Protected Parties in VICI OP are required to be exchanged in whole or in part for cash or other property, (iii) the failure of VICI OP to maintain approximately $8.5 billion of nonrecourse indebtedness allocable to the Protected Parties, which amount may be reduced over time in accordance with the MGM Tax Protection Agreement, and (iv) the failure of VICI OP or us to comply with certain tax covenants that would impact the tax liabilities of the Protected Parties.
Further, even if we are able to acquire or invest in additional properties in the future, there is no guarantee that such properties will be able to maintain their historical performance or achieve their projected performance, which may prevent the ability of our tenants or borrowers to meet their obligations to us under the applicable agreements.
Even if we are able to acquire or invest in additional properties in the future, there is no guarantee that such properties will be able to maintain their historical performance or achieve their projected performance, which may prevent the ability of our tenants or borrowers to meet their obligations to us under the applicable agreements.
In the event that a cost or liability is not adequately identified in the course of such due diligence or addressed in the course of negotiating such transaction, we may not fully realize the anticipated benefit of such transaction, if at all, or our business, financial condition and results of operations could be adversely affected.
In the event that a cost or liability is not adequately identified in the course of such due diligence or addressed in the course of negotiating such transaction, we may not realize the anticipated benefit of such transaction, fully or at all, and our business, financial condition and results of operations could be adversely affected.
Certain jurisdictions in which our properties are located have enacted or plan to implement additional building and zoning laws, ordinances or codes relating to building performance standards, such as those intended to reduce energy emissions, which we may be subject to as the owner of record.
Certain jurisdictions in which our properties are located have enacted, plan to implement, or may in the future implement additional building and zoning laws, ordinances or codes relating to building performance standards, such as those intended to reduce energy emissions, which we may be subject to as the owner of record.
Any delay in, or inability of, a new tenant to receive required licenses and other regulatory approvals from the applicable state and county government agencies may prolong the period during which the property is unoccupied and we are unable to collect the applicable rent.
Any delay or inability of a new tenant to receive required licenses and other regulatory approvals from the applicable state and county government agencies may prolong the period during which the property is unoccupied and we are unable to collect the applicable rent.
Certain provisions of the MGCL may have the effect of inhibiting a third party from acquiring us or of impeding a change of control under circumstances that otherwise could provide our common stockholders with the opportunity to realize a premium over the then prevailing market price of such shares, including (i) “business combination” provisions that, subject to additional terms and limitations, prohibit certain business combinations between an “interested stockholder” (or affiliate) and us for five years after the most recent date on which the stockholder becomes an interested stockholder; and (ii) “control share” provisions that provide that holders of “control shares” of our company have no voting rights with respect to “control shares” except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all votes entitled to be cast by the acquirer of control shares, and by any of our officers and employees who are also our directors.
Certain provisions of the MGCL may have the effect of inhibiting a third party from acquiring us or of impeding a change of control under circumstances 35 Table of Contents that otherwise could provide our common stockholders with the opportunity to realize a premium over the then prevailing market price of such shares, including (i) “business combination” provisions that, subject to additional terms and limitations, prohibit certain business combinations between an “interested stockholder” (or affiliate) and us for five years after the most recent date on which the stockholder becomes an interested stockholder; and (ii) “control share” provisions that provide that holders of “control shares” of our company have no voting rights with respect to “control shares” except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all votes entitled to be cast by the acquirer of control shares, and by any of our officers and employees who are also our directors.
Therefore, although it may be in the best interests of our stockholders for us to sell a certain property, it may be economically prohibitive for us to do so during the specified period because of restrictions included within a tax protection agreement.
Therefore, although it may be in the best interests of our stockholders for us to sell a certain property, it may be economically prohibitive for us to do so during the specified protected period because of restrictions included within a tax protection agreement.
Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income and state or local income, property and transfer taxes.
Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state, local, and foreign taxes on our income and assets, including taxes on any undistributed income and state, local or foreign income, property and transfer taxes.
From time to time, various state and federal legislators and officials have proposed changes in tax laws, or in the administration of such laws, including increases in tax rates, which would affect our tenants and the industry.
From time to time, various state and federal legislators and officials have proposed changes in tax laws, or in the administration of such laws, including increases in tax rates, which would affect our gaming tenants and the industry.
As a result, we cannot make assurances that we or our tenants will be able to fully insure such losses or fully collect, if at all, on claims relating to the properties.
As a result, we cannot make assurances that we or our tenants will be able to fully insure such losses or collect, fully or at all, on claims relating to the properties.
If the insurance proceeds (after any such required repayment) were insufficient to make the repairs necessary to restore the damaged properties to a condition substantially equivalent to its state immediately prior to the casualty, we or our tenants may not have sufficient liquidity to otherwise fund the repairs and may be required to obtain additional financing, which could materially and adversely affect our or our tenants’ business, financial condition, liquidity, and results of operations.
If the insurance proceeds (after any such required repayment) were insufficient to make the repairs necessary to restore the damaged properties to a condition substantially equivalent to their state immediately prior to the casualty, we or our tenants may not have sufficient liquidity to otherwise fund the repairs and may be required to obtain additional financing, which could materially and adversely affect our or our tenants’ business, financial condition, liquidity, and results of operations.
In addition, if Caesars declares bankruptcy, our business could be materially and adversely affected if a bankruptcy court re-characterizes certain components of our transactions with Caesars in connection with the merger between Eldorado Resorts, Inc. and Caesars in 2020 as a disguised financing transaction, specifically our modifications of the Caesars Las Vegas Master Lease to increase the annual rent payable to us associated with Caesars Palace Las Vegas and Harrah’s Las Vegas.
In addition, our business could be materially and adversely affected if, in the event that Caesars declares bankruptcy, a bankruptcy court re-characterizes certain components of our transactions with Caesars in connection with the merger between Eldorado Resorts, Inc. and Caesars in 2020 as a disguised financing transaction, specifically our modifications of the Caesars Las Vegas Master Lease to increase the annual rent payable to us associated with Caesars Palace Las Vegas and Harrah’s Las Vegas.
However, we operate in a highly competitive industry and face competition from other REITs, investment 18 Table of Contents companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors, some of whom are larger and have greater resources, access to capital and lower costs of capital or different investment parameters.
However, we operate in a highly competitive industry and face competition 20 Table of Contents from other REITs, investment companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors, some of whom are larger and have greater resources, access to capital and lower costs of capital or different investment parameters.
Any natural disasters, adverse or extreme weather conditions, or other climate-related events may result in a decrease in demand and/or a decrease in rent for our properties located in the areas affected by these conditions or affect consumer behaviors, preferences and spending, which may adversely impact the viability of our tenants’ operations and continued investment in our properties, our tenants’ and borrowers’ ability to fulfill their obligations to us, or the value of our properties 23 Table of Contents and our ability to re-lease such properties in the future, all of which may materially adversely affect our business, financial condition, results of operations and prospects.
Any natural disasters, adverse or extreme weather conditions, or other climate-related events may result in a decrease in demand and/or a decrease in rent for our properties located in the areas affected by these conditions or affect consumer behaviors, preferences and spending, which may adversely impact the viability of our tenants’ operations and continued investment in our properties, our tenants’ and borrowers’ ability to fulfill their obligations to us, or the value of our properties and our ability to re-lease such properties in the future, all of which may materially adversely affect our business, financial condition, results of operations and prospects.
In connection with certain of our transactions, including the MGP Transactions (as defined in Note 3 - Real Estate Transactions ), we entered into tax protection agreements which could limit our ability to sell or otherwise dispose of the subject property or properties contributed to us, and we may enter into similar such agreements in the future.
In connection with certain of our transactions, including the MGP Transactions (as defined in Note 3 - Real Estate Transactions ), we entered into tax protection agreements that could limit our ability to sell or otherwise dispose of the subject property or properties contributed to us, and we may enter into similar such agreements in the future.
We depend on our tenants to operate the properties that we own in a manner that generates revenues sufficient to allow the tenants to meet their obligations to us. Our two largest tenants, Caesars and MGM, comprise approximately 74% of our total leasing revenues for the year ended December 31, 2024.
We depend on our tenants to operate the properties that we own in a manner that generates revenues sufficient to allow the tenants to meet their obligations to us. Our two largest tenants, Caesars and MGM, comprise approximately 74% of our total leasing revenues for the year ended December 31, 2025.
Moreover, given the importance of our significant tenants to our business, a failure on the part of a significant tenant to maintain its business or financial performance or experience any deterioration of its creditworthiness could materially and adversely affect us, even in the absence of a default under our agreements with such tenant.
Moreover, given the importance of our significant tenants to our business, a failure on the part of a significant tenant to maintain its business or financial performance or any deterioration of such tenant’s creditworthiness could materially and adversely affect us, even in the absence of a default under our agreements with such tenant.
Many jurisdictions also require any person who acquires beneficial ownership of more than a certain percentage of voting securities of a gaming company and, in some jurisdictions, non-voting securities, typically 5% of a publicly traded company, to report the acquisition to gaming authorities, and gaming authorities may require such holders to 19 Table of Contents apply for qualification, licensure or a finding of suitability, subject to limited exceptions for “institutional investors” that hold a company’s securities for passive investment purposes only.
Many jurisdictions also require any person who acquires beneficial ownership of more than a certain percentage of voting securities of a gaming company and, in some jurisdictions, non-voting securities, typically 5% of a publicly traded company, to report the acquisition to gaming authorities, and gaming authorities may require such holders to apply for qualification, licensure or a finding of suitability, subject to limited exceptions for “institutional investors” that hold a company’s securities for passive investment purposes only.
Gaming competition is intense in most of the markets where our facilities are located, and may continue to increase as a result of, among other things, the expansion or improvement of facilities by existing market participants, the availability of additional licenses in a given jurisdiction, the entrance of new gaming participants into a market, increased internet gaming and sports betting or legislative changes in various jurisdictions (including those relating to the foregoing).
Gaming competition is intense in most of the markets where our facilities are located, and may continue to increase as a result of, among other things, the expansion or improvement of facilities by existing market participants, the availability of additional licenses in a given jurisdiction, the entrance of new gaming participants into a market, increased internet gaming, sports betting, and trading on prediction markets, or legislative changes in various jurisdictions (including those relating to the foregoing).
In event of such a default, there can be no assurances that the tenants or the guarantor would 22 Table of Contents assume the applicable lease agreements or the related guarantees, and if such lease agreements or guarantees were rejected, the tenant or the guarantor, as applicable, may not have sufficient funds to pay the damages that would be owed to us as a result of the rejection and we might not be able to find a replacement tenant on the same or better terms.
In the event of such a default, there can be no assurances that the tenants or the guarantor would assume the applicable lease agreements or the related guarantees, and if such lease agreements or guarantees were rejected, the tenant or the guarantor, as applicable, may not have sufficient funds to pay the damages that would be owed to us as a result of the rejection and we might not be able to find a replacement tenant on the same or better terms.
We have experienced cybersecurity events such as viruses, phishing attempts and attacks on our IT systems, although none of these events have had a material impact on our business, operations or financial results to date.
We have experienced cybersecurity events such as viruses, phishing attempts and attacks on our IT networks and related systems, although none of these events have had a material impact on our business, operations or financial results to date.
A cybersecurity incident or significant disruption involving our IT networks and related systems could, among other things: (i) disrupt the proper functioning of our networks and systems; (ii) result in misstated financial reports, violations of financial and reporting covenants and/or missed reporting deadlines; (iii) lead to our inability to monitor or maintain compliance with applicable legal and regulatory requirements; (iv) result in unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information, which unauthorized parties could use for competitive purposes or disruptive, destructive or otherwise harmful outcomes; (v) require significant management attention and resources to address or remedy any resulting damages; (vi) expose us to litigation, including claims for breach of contract, damages, credits, penalties or termination of certain agreements; (vii) subject us to regulatory scrutiny, including civil or criminal penalties, fines, injunctive orders, investigations, and enforcement actions; and (viii) damage our reputation among our tenants, borrowers and investors.
An actual or suspected cybersecurity incident or significant disruption involving our IT networks and related systems could, among other things: (i) disrupt the proper functioning of our networks and systems; (ii) result in misstated financial reports, violations of financial and reporting covenants and/or missed reporting deadlines; (iii) lead to our inability to monitor or maintain compliance with applicable legal and regulatory requirements; (iv) result in unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information, which unauthorized parties could use for competitive purposes or disruptive, destructive or otherwise harmful outcomes; (v) require significant management attention and resources to address or mitigate any resulting impact; (vi) expose us to litigation, including claims for breach of contract, damages, credits, penalties or termination of certain agreements; (vii) subject us to regulatory scrutiny, including civil or criminal penalties, fines, injunctive orders, investigations, and enforcement actions; and (viii) damage our reputation among our tenants, borrowers and investors.
For example, in order to meet the REIT qualification requirements, we currently hold and expect in the future to hold some of our assets and conduct certain of our activities through one or more taxable REIT subsidiaries or other subsidiary corporations that will be subject to 30 Table of Contents federal, state, and local corporate-level income taxes as regular C corporations (i.e., corporations generally subject to corporate-level income tax under Subchapter C of Chapter 1 the Code).
For example, in order to meet the REIT qualification requirements, we currently hold and expect in the future to hold some of our assets and conduct certain of our activities through one or more taxable REIT subsidiaries or other subsidiary corporations that will be subject to federal, state, local, and foreign corporate-level income taxes as regular C corporations (i.e., corporations generally subject to corporate-level income tax under Subchapter C of Chapter 1 of the Code).
Although we make efforts to maintain the security and integrity of our IT 25 Table of Contents networks and related systems and have implemented various measures to manage these risks, there can be no assurance that our security efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging to our operations.
Although we make efforts to maintain the security and integrity of our IT networks and related systems and have implemented various measures to manage these risks, there can be no assurance that our security efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging to our operations.
Among other restrictions on ownership and transfer of shares, our charter also prohibits any person from owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a 32 Table of Contents REIT.
Among other restrictions on ownership and transfer of shares, our charter also prohibits any person from owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT.
Due to our dependence on rental and other payments from our tenants as our primary source of revenue, we may be limited in our ability to enforce our rights under our lease agreements or other agreements with our tenants or terminate such other agreements or, due to our predominantly master lease structure, certain leases with respect to any particular property.
Due to our dependence on rental and other payments from our tenants as our primary source of revenue, we may be limited in our ability or willingness to enforce our rights and customary remedies under our lease agreements or other agreements with our tenants, or terminate such agreements or, due to our predominantly master lease structure, certain leases with respect to any particular property.
Our decision to issue debt securities, incur other forms of indebtedness or to issue additional common stock or preferred stock in the future will depend on future developments, market conditions and other factors beyond our control, accordingly we cannot predict or estimate the amount, timing, nature or success of our future offerings.
Our decision to issue debt securities, incur other forms of indebtedness or to issue 31 Table of Contents additional common stock or preferred stock in the future will depend on future developments, market conditions and other factors beyond our control, accordingly we cannot predict or estimate the amount, timing, nature or success of our future offerings.
Furthermore, under such circumstances we may be required under the terms of the MGM Grand/Mandalay Bay JV CMBS loan agreement to contribute all or a portion of insurance proceeds to the repayment of such debt, 24 Table of Contents which may prevent us from restoring such properties to their prior state.
Furthermore, under such circumstances we may be required under the terms of the MGM Grand/Mandalay Bay JV CMBS loan agreement to contribute all or a portion of insurance proceeds to the repayment of such debt, which may prevent us from restoring such properties to their prior state.
A significant change in the value of the foreign currency of one or more countries where we have a significant investment or receive significant rental revenue may 20 Table of Contents have a material adverse effect on our business and, specifically, our U.S. dollar reported financial condition and results of operations.
A significant change in the value of the foreign currency of one or more countries where we have a significant investment or receive significant rental revenue may have a material adverse effect on our business and, specifically, our U.S. dollar-reported financial condition and results of operations.
Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our properties, limit our access to capital, increase our cost of raising capital or otherwise materially and adversely affect our business, financial condition, liquidity, results of operations, and prospects.
Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our properties, limit our access to capital, increase our cost of raising 27 Table of Contents capital or otherwise materially and adversely affect our business, financial condition, liquidity, results of operations, and prospects.
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 (such as those financed through our Partner Property Growth Fund strategy), 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).
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 (such as those financed through our Partner Property Growth Fund strategy), 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) or increase the likelihood that they request concessions or modifications to such obligations.
Because a concentrated portion of our revenues are generated from the Las Vegas Strip, we are subject to greater risks than a company that is more geographically diversified. Our properties on the Las Vegas Strip generated approximately 48% of our total revenues for the year ended December 31, 2024 and we expect this concentration to continue in the foreseeable future.
Because a concentrated portion of our revenues are generated from the Las Vegas Strip, we are subject to greater risks than a company that is more geographically diversified. Our properties on the Las Vegas Strip generated approximately 49% of our total revenues for the year ended December 31, 2025 and we expect this concentration to continue in the foreseeable future.
Additionally, these obligations may limit our tenants’ ability to fund their operations or development projects, raise capital, make acquisitions, and otherwise respond to competitive and economic changes by making investments to maintain and grow their portfolio of businesses and properties, which may adversely affect their competitiveness and the ability of their applicable subsidiaries and guarantors to satisfy their obligations to us under the applicable lease agreements and the related guarantees, respectively.
Additionally, these obligations or the actual or potential failure to fulfill such obligations may limit our tenants’ ability to fund their operations or development projects, raise capital, make acquisitions, and otherwise respond to competitive and economic changes by making investments to maintain and grow their portfolio of businesses and properties, which may adversely affect their competitiveness and the ability of their applicable subsidiaries and guarantors to satisfy their obligations to us under the applicable lease agreements and the related guarantees, respectively.
In addition, changes to global tax laws could have a material and adverse effect on us or our stockholders. Risks Related to Our Organizational Structure VICI is a holding company with no direct operations and relies on distributions received from VICI OP to make distributions to its stockholders.
In addition, changes to global tax laws could have a material and adverse effect on us or our stockholders. 34 Table of Contents Risks Related to Our Organizational Structure VICI is a holding company with no direct operations and relies on distributions received from VICI OP to make distributions to its stockholders.
For example, under the MGM Master Lease, the escalator is fixed at 2.0% for years two through ten of the MGM Master Lease and, for the remainder of the term, the escalator is the greater of 2.0% and CPI, subject to a 3.0% cap. Inflation as measured by changes in CPI increased at an average of 2.9% in 2024.
For example, under the MGM Master Lease, the escalator is fixed at 2.0% for years two through ten of the MGM Master Lease and, for the remainder of the term, the escalator is the greater of 2.0% and CPI, subject to a 3.0% cap. Inflation as measured by changes in CPI increased at an average of 2.7% in 2025.
These third-party entities are subject to similar risks relating to cybersecurity, business interruption, and systems and employee failures and a significant system failure or attack against such third-party service provider or partner could have a material adverse effect on our business.
These third-party entities are subject to similar risks relating to cybersecurity, business interruption, and systems and employee failures and a significant system failure or attack against such 28 Table of Contents third-party service provider or partner could have a material adverse effect on our business.
We expect to issue additional equity and incur additional indebtedness in the future to finance new asset acquisitions or investments, invest in our existing properties through our Partner Property Growth Fund strategy, refinance our existing indebtedness, or for general corporate or other purposes.
We expect to issue additional equity and incur additional indebtedness in the future to 30 Table of Contents finance new asset acquisitions or investments, invest in our existing properties through our Partner Property Growth Fund strategy, refinance our existing indebtedness, or for general corporate or other purposes.
Additionally, the fact that we must distribute 90% of our REIT taxable income in order to maintain our qualification as a REIT may limit our ability to rely upon rental payments from our leased properties or subsequently acquired properties in order to finance these strategic investments and transactions.
Additionally, the fact that we must distribute 90% of our REIT taxable income (other than net capital gains) in order to maintain our qualification as a REIT may limit our ability to rely upon rental payments from our leased properties or subsequently acquired properties in order to finance these strategic investments and transactions.
As an owner of real property, we are subject to various federal, state and local environmental and health and safety laws and regulations. In recent years, the assessment of the potential impact of climate change has begun to impact the activities of government authorities, the pattern of consumer behavior and other areas that impact the business environment.
As an owner of real property, we are subject to various federal, state and local environmental and health and safety laws and regulations. The assessment of the potential impact of climate change has influenced the activities of government authorities, the pattern of consumer behavior and other areas that impact the business environment.
We intend to continue to pursue acquisitions of, and investments in, gaming, hospitality, wellness, entertainment and leisure sector properties and activities directly related thereto, which we refer to as “experiential assets”, and other strategic opportunities.
We intend to continue to pursue acquisitions of, and investments in, gaming, hospitality, wellness, entertainment and leisure sector properties and activities directly related thereto, which we refer to as “experiential assets”, and the “experiential real estate sector”, and other strategic opportunities.
With respect to our property portfolio, we believe that flooding, water stress/drought and heat stress pose the greatest material risk from the effects of climate change, although the nature and degree of these risks varies by geographic location and other factors.
With respect to our property portfolio, we believe that flooding, water stress/drought and heat stress pose the greatest material risk from the effects of climate change, although the nature and degree of these risks vary based on geographic location and other factors.
If cash available for distribution is less than the amount necessary to make cash distributions, our inability to make the expected distributions could have a material adverse effect on our business, including a decrease in the market price of our common stock.
We may use borrowed funds to make distributions. If cash available for distribution is less than the amount necessary to make cash distributions, our inability to make the expected distributions could have a material adverse effect on our business, including a decrease in the market price of our common stock.
In addition, in an elevated interest rate environment, new debt, whether fixed or variable, is likely to be more expensive than debt that is being refinanced, which could, among other things, make the financing of any acquisition or investment more expensive, and we may be unable to incur new debt or replace 27 Table of Contents maturing debt with new debt at equal or better interest rates.
In addition, in the current interest rate environment, new debt, whether fixed or variable, may be more expensive than debt that is being refinanced, which could, among other things, make the financing of any acquisition or investment more expensive, and we may be unable to incur new debt or replace maturing debt with new debt at equal or better interest rates.
Other factors over which we and our tenants have no control, including public health crises, labor shortages, travel restrictions, supply chain disruptions and property closures, may also adversely affect the gaming industry.
Other factors over which we and our tenants have no control, including geopolitical conflicts, tariffs and trade barriers, public health crises, labor shortages, travel restrictions, supply chain disruptions and property closures, may also adversely affect the gaming industry.
Increased interest rates have increased our overall interest rate expense and may, along with any future interest rate increases, decrease our cash available for distribution and have a resulting adverse impact on our ability to pay distributions to our stockholders or pursue our long-term strategic objectives.
Increased interest rates have increased our overall interest rate expense and may decrease our cash available for distribution and have a resulting adverse impact on our ability to pay distributions to our stockholders or pursue our long-term strategic objectives.
The failure to identify and acquire or invest in new properties effectively, or the failure of any acquired properties to perform as expected, could have a material adverse effect on our business, financial condition, results of operations, and prospects, as well as our ability to make distributions to our stockholders.
The failure to identify and acquire or invest in new properties effectively, the failure to complete transactions in a timely manner or at all, or the failure of any acquired properties to perform as expected, could have a material adverse effect on our business, financial condition, results of operations, and prospects, as well as our ability to make distributions to our stockholders.
Under our respective lease agreements with Caesars and MGM, they are obligated to pay us approximately $1.2 billion and $1.1 billion, respectively, in estimated annual lease payments for 2025.
Under our respective lease agreements with Caesars and MGM, they are obligated to pay us approximately $1.3 billion and $1.1 billion, respectively, in estimated annual lease payments for 2026.
In addition, our financing of these acquisitions and investments could negatively impact our cash flows and liquidity, require us to incur substantial debt or involve the issuance of new equity, which would be dilutive to existing stockholders.
In addition, our financing of these acquisitions and investments may involve our incurrence of substantial debt, which could negatively impact our cash flows and liquidity, or the issuance of new equity, which would be dilutive to existing stockholders.
If adopted, such changes could adversely impact the business, financial condition, results of operations and prospects of our gaming tenants, including our significant tenants.
If adopted, such changes could adversely impact the business, financial condition, results of operations and prospects of our gaming tenants, including our significant tenants, and the broader outlook for the gaming industry.
We use our own IT networks and related systems to access, store, transmit, and manage or support a variety of our business processes and information and face risks associated with cybersecurity incidents and other disruptions of our IT networks and related systems, including as a result of cybersecurity attacks or intrusions over the internet, malware or ransomware, computer phishing attempts and other forms of social engineering.
We use our own IT networks and related systems to access, store, transmit, and manage or support a variety of our business processes and information and face risks associated with cybersecurity incidents and other disruptions of our IT networks and related systems, including as a result of unauthorized access attempts, denial of service or intrusions over the internet, malware, ransomware or other extortion tactics, computer phishing attempts and other forms of social engineering, fraudulent schemes, other cybersecurity incidents, attacks, intentional or unintentional intrusions or interruptions.
If a tenant’s income at our leased properties were to significantly decline for any reason, or if a tenant’s debt service requirements were to significantly increase or if their creditworthiness were to become impaired for any reason, a tenant or any applicable guarantor may become unable or unwilling to satisfy its payment and other obligations under their leases or other agreements with us.
If a tenant’s income at our leased properties were to significantly decline for any reason, or if a tenant’s debt service requirements were to significantly increase or if their creditworthiness were to become impaired for any reason, a tenant or any applicable guarantor may be at risk of violating certain financial or operating covenants under its leases or other agreements with us or other counterparties, or become unable or unwilling to satisfy its payment and other obligations under their leases or other agreements with us or other counterparties.
The investigation of such transactions and strategic alternatives, including financial analysis and underwriting, due diligence and negotiation, drafting, and execution of relevant agreements, requires substantial management time and attention and may impose substantial costs for financial advisors, accountants, attorneys and other advisors.
Further, the investigation of such potential investments, transaction structures, and strategic alternatives, including financial analysis and underwriting, due diligence and negotiation, tax drafting, and execution of relevant agreements, requires substantial management time and attention and may impose substantial costs for financial advisors, accountants, attorneys and other advisors.
Moreover, due to the importance of our properties on the Las Vegas Strip, we may be disproportionately affected by general risks such as economic conditions, changing consumer behavior, severe weather and climate impacts (including heat stress, water stress and drought), natural disasters (including major fires, floods and earthquakes), and acts of terrorism, should such developments occur in or nearby, or otherwise impact, Las Vegas.
Moreover, due to the importance of our properties on the Las Vegas Strip, we may be disproportionately affected by general risks such as economic conditions, changing consumer behavior, severe weather and climate impacts (including heat stress, water stress and drought), natural disasters (including major fires, floods and earthquakes), declining domestic and international tourism, including as a result of tariffs, trade barriers, and political or diplomatic instability, and acts of terrorism, should such developments occur in or nearby, or otherwise impact, Las Vegas.
If we cannot make investments in a sufficient quantity of gaming properties and other experiential properties at favorable prices or if we are unable to finance transactions on commercially favorable terms, our business, results of operations and prospects could be materially and adversely affected.
If we cannot make investments in a sufficient quantity of gaming or other experiential properties (including the timely reinvestment of the proceeds from the repayment of our outstanding loans) at favorable prices, or if we are unable to finance transactions on commercially favorable terms, our business, results of operations and prospects could be materially and adversely affected.
If a specific transaction does not proceed or is not consummated for any reason, including those beyond our control, the costs incurred up to that point likely would not be recoverable and significant management time will have been lost, which could have a material adverse effect on us.
If a specific transaction is delayed, terminated, does not otherwise proceed or is not consummated for any reason, including, in certain cases, litigation challenging such transaction or any other reason beyond our control, the costs incurred up to that point likely would not be recoverable and significant management time will have been lost, which could have a material adverse effect on us.
In addition, when markets are volatile, access to equity and debt capital markets could be disrupted over an extended period of time and financial institutions may not meet their funding commitments to us.
In addition, when markets are volatile (including as a result of extended U.S. government shutdowns), access to equity and debt capital markets could be disrupted over an extended period of time and financial institutions may not meet their funding commitments to us.
Our properties and the properties securing our loans are subject to risks from natural disasters and other adverse or extreme weather conditions, including the physical effects of climate change. Our properties and the properties securing our loans are subject to risks from natural disasters, other adverse or extreme weather conditions, and associated casualty and condemnation risks.
Our properties and the properties securing our loans are subject to risks from natural disasters, other adverse or extreme weather conditions, and associated casualty and condemnation risks.
If any one of these events were to occur, our business, financial condition, liquidity, results of operations, cash flows and prospects could be materially and adversely affected, including our ability to satisfy our debt service obligations, pay distributions to our stockholders or refinancing existing or future indebtedness. Heightened interest rates have, and may continue to, increase our overall interest expense.
If any one of these events were to occur, our business, financial condition, liquidity, results of operations, cash flows and prospects could be materially and adversely affected, including our ability to satisfy our debt service obligations, pay distributions to our stockholders or refinance existing or future indebtedness.
If 31 Table of Contents we were to fail to satisfy one or both of the gross income tests for any taxable year, we may nevertheless qualify as a REIT for such year if we were entitled to relief under certain provisions of the Code.
If we were to fail to satisfy one or both of the gross income tests for any taxable year, we may nevertheless qualify as a REIT for such year if we were entitled to relief under certain provisions of the Code. If these relief provisions were inapplicable, we would not qualify to be taxed as a REIT.
As the landlord and owner of gaming facilities, we are impacted by risks associated with the gaming industry, which is characterized by a high degree of competition among a large number of industry participants, including brick and mortar casinos, riverboat casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, emerging varieties of internet gaming, sports betting and other forms of gaming in the United States and, in a broader sense, gaming operators face competition from all manner of leisure and entertainment activities.
As the landlord and owner of gaming facilities, we are impacted by risks associated with the gaming industry, which is characterized by a high degree of competition among a large number of industry participants, including brick and mortar casinos, riverboat casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, and internet gaming, sports betting and other forms of gaming and betting in the United States, including emerging platforms such as prediction markets.
For example, in Las Vegas and the surrounding region, a significant majority of water is sourced from the Colorado River and water levels in Lake Mead, which serves as a reservoir, have steadily declined in recent years (with a partial recovery since 2022), resulting in various regulatory bodies pursuing water conservation initiatives.
For example, in Las Vegas and the surrounding region, a significant majority of water is sourced from the Colorado River and water levels in Lake Mead, which serves as a reservoir, have declined significantly in recent years and remained at reduced levels despite a partial recovery in 2023, with various regulatory bodies continuing to pursue water conservation initiatives.
The market price of our common stock may be volatile as a result of a variety of factors, many of which are beyond our control, including: variations in our results of operations; changes in general economic conditions and market developments, including interest rates; adverse developments involving our tenants; market reaction to any additional capital we raise in the future; 26 Table of Contents additions or departures of key personnel; equity issuances by us, future sales of substantial amounts of our common stock by stockholders, or the perception that such issuances or sales may occur; strategic actions taken by us, our competitors or our tenants; new laws or regulations; and failure to qualify as a REIT for U.S. federal income tax purposes.
The market price of our common stock may be volatile as a result of a variety of factors, many of which are beyond our control, including: variations in our results of operations; changes in general economic conditions and market developments, including interest rates; geopolitical uncertainty; domestic and international trade policies; the imposition of tariffs; the economic outlook in markets in which our casinos are located and investor sentiment related to those markets; a decrease in domestic and international travel, including travel to Las Vegas and other markets in which our properties are located; adverse developments involving our tenants or borrowers; adverse third party or market commentary regarding us or our tenants or borrowers; market reaction to any additional capital we raise in the future; additions or departures of key personnel; equity issuances by us, future sales of substantial amounts of our common stock by stockholders, or the perception that such issuances or sales may occur; strategic actions taken by us, our competitors or our tenants; new laws or regulations; and failure to qualify as a REIT for U.S. federal income tax purposes.
All of our rental revenue and a substantial majority of our total revenue is generated from our long-term triple-net lease agreements and, consistent with typical triple-net leases, our lease agreements have longer lease terms, with a weighted average lease term (inclusive of extension options) of all of our lease agreements as of December 31, 2024 of 40.7 years.
All of our rental revenue and a substantial majority of our total revenue is generated from our long-term triple-net lease agreements, which typically feature longer lease terms, with a weighted average lease term (inclusive of extension options) of all of our lease agreements as of December 31, 2025 of 39.6 years .
Interest rates remain higher than the historic lows in recent years and continue to fluctuate through recent periods of increased volatility. The current interest rate environment, including the extent to which interest rates will continue to be volatile (and the pace of such changes/volatility) and the impact of such environment with respect to our future indebtedness, is uncertain.
The current interest rate environment, including the extent to which interest rates will continue to be volatile (and the pace of such changes/volatility) and the impact of such environment with respect to our future indebtedness, is uncertain.
As a result of these rules, we may be required to limit our use of advantageous hedging techniques or implement those hedges through a taxable REIT subsidiary, which could increase the cost of our hedging activities because the taxable REIT subsidiary would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear.
As a result of these rules, we may be required to limit our use of advantageous hedging techniques or implement those hedges through a taxable REIT subsidiary, which could increase the cost of our hedging activities because the taxable REIT subsidiary would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. 33 Table of Contents The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels, nor can we make assurances of our ability to make distributions in the future.
Furthermore, our or our tenants’ insurance premiums may increase as a result of factors outside our or their respective control, such as changes in the insurance industry overall or the effects of climate change.
Furthermore, our or our tenants’ insurance premiums may increase as a result of factors outside our or their respective control, such as changes in the insurance industry or underwriting practices, increasing frequency of certain climate-related claims in one or more markets, or other effects of climate change.
Payments of principal and interest under this indebtedness, or any other instruments governing debt we may incur in the future, may leave us with insufficient cash resources to pursue our business and growth strategies or to pay the distributions currently contemplated or necessary to qualify or maintain qualification as a REIT.
As of December 31, 2025, we had approximately $17.1 billion in long-term indebtedness, and we also had $2.4 billion of available capacity to borrow under the Revolving Credit Facility (as defined in Note 7 - Debt ). 29 Table of Contents Payments of principal and interest under this indebtedness, or any other instruments governing debt we may incur in the future, may leave us with insufficient cash resources to pursue our business and growth strategies or to pay the distributions currently contemplated or necessary to qualify or maintain qualification as a REIT.
Upon the occurrence of an event of default under any of our debt agreements, our debt holders could elect to declare all outstanding debt under such agreements to be immediately due and payable.
Upon the occurrence of an event of default under any of our debt agreements, our debt holders could elect to declare all outstanding debt under such agreements to be immediately due and payable. Defaults under our debt instruments could have a material adverse effect on our business, financial condition, liquidity, results of operations, and prospects.
Our charter provides that all of our shares held by investors who are found to be unsuitable by regulatory authorities are subject to redemption upon our receipt of notice of such finding and, in some cases, we may be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we engage in certain transactions with that stockholder or fail to cause that stockholder to relinquish their securities.
Our charter provides that all of our shares held by investors who are found to be unsuitable by regulatory authorities are subject to redemption upon our receipt of notice of such finding and, in some cases, we may be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we engage in certain transactions with that stockholder or fail to cause that stockholder to relinquish their securities. 22 Table of Contents Finally, certain corporate actions must be reported to, and in some cases approved by, certain gaming authorities in advance of a transaction, including substantially all material loans, significant acquisitions, leases, sales of securities and similar financing transactions by us and our subsidiaries, and changes in control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise.
If these relief provisions were inapplicable, we would not qualify to be taxed as a REIT. Changes to the U.S. federal income tax laws or global tax laws could have a material and adverse effect on us or our stockholders.
Changes to the U.S. federal income tax laws or global tax laws could have a material and adverse effect on us or our stockholders.
We are subject to the credit risk of our tenants and borrowers in connection with the rental and other obligations owed to us under applicable leases, guarantees, and other financing agreements. We cannot provide assurances that our tenants and borrowers will not default on their obligations and fail to make payments to us.
We face credit risk from our tenants and borrowers, who may fail to meet their payment and other obligations to us under the applicable leases, loans and related guarantees. We cannot provide assurances that our tenants and borrowers will not default on their obligations and fail to make payments to us.
We use derivatives from time to time to hedge certain of our liabilities, which may include anticipated liabilities, interest rate risk and foreign currency risk.
We have engaged and may engage in hedging or other derivative transactions that may limit gains or result in losses. We use derivatives from time to time to hedge certain of our liabilities, which may include anticipated liabilities, interest rate risk and foreign currency risk.
Adverse changes in our credit ratings may affect our borrowing terms and capacity. 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 condition, 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 condition, tenant concentration, the financial performance and credit worthiness of our tenants, and other factors viewed by the credit rating agencies as relevant to both our industry and the economic outlook.
As a result, we are subject to foreign currency risk due to potential fluctuations in exchange rates between these foreign currencies and the U.S. dollar.
As a result, we are subject to foreign currency risk due to potential fluctuations in exchange rates between these foreign currencies and the U.S. dollar. Exchange rates may fluctuate based on 23 Table of Contents many factors, including domestic and international trade policies and the imposition of tariffs.
If a tenant or borrower is unable to meet its financial obligations, including required payments to us, such inability may result in their bankruptcy or insolvency. In addition, in the event of a bankruptcy of our tenants, borrowers or their respective guarantors, any claim for damages under the applicable lease, loan agreement or guarantee may not be paid in full.
In addition, in the event of a bankruptcy or default of one of our tenants, borrowers or their respective guarantors, our ability to enforce our contractual remedies, including any claim for damages under the applicable lease, loan agreement or guarantee, customary foreclosure, may not be paid in full.
In addition, economic conditions, such as high inflation or heightened interest rates, and relatively illiquid real estate markets may result in fewer potential bidders and unsuccessful sales efforts with respect to any potential sales or divestitures.
In addition, economic conditions, such as high inflation or heightened interest rates, and relatively illiquid real estate markets may result in fewer potential bidders and unsuccessful sales efforts with respect to any potential sales or divestitures. 25 Table of Contents Our properties and the properties securing our loans are subject to risks from natural disasters and other adverse or extreme weather conditions, including the physical effects of climate change.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CISO and his related team perform regular assessments and vulnerability tests and work with other third-party service providers to perform penetration testing and periodic cyber maturity assessments on our behalf through our Enterprise Risk Management (“ERM”) framework. Our CISO and related team work with our VPAA and third-party managed service provider to manage IT troubleshooting and user experience.
Biggest changeThe CISO and related team have extensive experience in assessing, detecting, responding and mitigating cybersecurity risk, including holding several different relevant certifications as well as extensive experience in assessing and mitigating cybersecurity risks. 36 Table of Contents The CISO and his related team perform regular assessments and vulnerability tests and work with other third-party service providers to perform penetration testing and periodic cyber maturity assessments on our behalf through our Enterprise Risk Management (“ERM”) framework.
With respect to any significant cybersecurity events or incidents, the VPAA, along with the IT Executive Committee, reports to the Board of Directors promptly in accordance with our escalation protocols, as appropriate, depending on the nature of the events.
With respect to significant cybersecurity events or incidents, the VPAA, along with the IT Executive Committee, reports to the Board of Directors promptly in accordance with our escalation protocols, as appropriate, depending on the nature of the events.
We use a number of means to assess cyber risks related to our third-party service providers, including vendor questionnaires, conducting due diligence in connection with onboarding new 33 Table of Contents vendors and annual due diligence with respect to key third-party vendors. We also seek to collect and assess cybersecurity audit reports and other supporting documentation when available.
We use a number of means to assess cyber risks related to our third-party service providers, including vendor questionnaires, conducting due diligence in connection with onboarding new vendors, ongoing monitoring and annual due diligence with respect to key third-party vendors. We also seek to collect and assess cybersecurity audit reports and other supporting documentation when available.
Additionally, along with our own relationships, we benefit from the extensive third-party service provider relationships of our CISO, which may be used to assist with cybersecurity containment and remediation efforts. We perform specific cybersecurity risk assessments, which are informed by our ongoing vulnerability assessments, external penetration testing and cybersecurity maturity assessments, among other items.
Our CISO and related team work with our VPAA and third-party managed service provider to manage IT troubleshooting and user experience. We perform specific cybersecurity risk assessments, which are informed by our ongoing vulnerability assessments, external penetration testing and cybersecurity maturity assessments, among other items.
Removed
The CISO and related team have extensive experience in assessing, detecting, responding and mitigating cybersecurity risk, including holding several different relevant certifications as well as experience working with, and assessing cybersecurity risk of, IT managed service providers.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperties Our geographically diverse portfolio consists of 93 experiential assets as of December 31, 2024, consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM 34 Table of Contents Grand and the Venetian Resort, three of the most iconic entertainment facilities on the Las Vegas Strip, approximately 33 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars and four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.
Biggest changeProperties Our geographically diverse portfolio consists of 93 experiential assets as of December 31, 2025, consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort, three of the most iconic entertainment facilities on the Las Vegas Strip, approximately 33 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars and four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAs of December 31, 2024, we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows.
Biggest changeAs of December 31, 2025, we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCompany / Index 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 VICI Properties Inc. $ 100.0 $ 106.0 $ 131.1 $ 148.3 $ 153.6 $ 148.9 MSCI US REIT Index $ 100.0 $ 92.5 $ 132.3 $ 99.9 $ 113.6 $ 123.6 S&P 500 $ 100.0 $ 118.4 $ 152.3 $ 124.7 $ 157.5 $ 196.8 37 Table of Contents
Biggest changeCompany / Index 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 VICI Properties Inc. $ 100.0 $ 123.8 $ 139.9 $ 145.0 $ 140.6 $ 143.1 MSCI US REIT Index $ 100.0 $ 143.1 $ 108.0 $ 122.9 $ 133.6 $ 137.5 S&P 500 $ 100.0 $ 128.7 $ 105.4 $ 133.0 $ 166.3 $ 196.0 39 Table of Contents
Any distributions will be at VICI LP’s sole discretion, and the form, timing and amount of such distributions, if any, will depend upon a number of factors, including VICI LP’s actual and projected results of operations, FFO, AFFO, liquidity, cash flows and financial condition, the revenue it 36 Table of Contents actually receives from properties, operating expenses, debt service requirements, capital expenditures, prohibitions and other limitations under its financing arrangements, REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as VICI’s Board of Directors deems relevant.
Any distributions will be at VICI LP’s sole discretion, and the form, timing and amount of such distributions, if any, will depend upon a number of factors, including VICI LP’s actual and projected results of operations, FFO, AFFO, liquidity, cash flows and financial condition, the revenue it 38 Table of Contents actually receives from properties, operating expenses, debt service requirements, capital expenditures, prohibitions and other limitations under its financing arrangements, REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as VICI’s Board of Directors deems relevant.
VICI LP intends to make distributions to its unit holders to comply with the REIT requirements of VICI and to avoid or otherwise minimize paying entity level federal or excise tax. Recent Sales of Unregistered Securities VICI LP did not sell any unregistered equity securities during the year ended December 31, 2024.
VICI LP intends to make distributions to its unit holders to comply with the REIT requirements of VICI and to avoid or otherwise minimize paying entity level federal or excise tax. Recent Sales of Unregistered Securities VICI LP did not sell any unregistered equity securities during the year ended December 31, 2025.
Recent Sales of Unregistered Securities VICI did not sell any unregistered equity securities during the year ended December 31, 2024. Issuer Repurchases of Equity Securities During the three months ended December 31, 2024, VICI did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act. Registered Offering of Securities - Use of Proceeds Not applicable.
Recent Sales of Unregistered Securities VICI did not sell any unregistered equity securities during the year ended December 31, 2025. Issuer Repurchases of Equity Securities During the three months ended December 31, 2025, VICI did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act. Registered Offering of Securities - Use of Proceeds Not applicable.
Issuer Repurchases of Equity Securities During the three months ended December 31, 2024, VICI LP did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act. Registered Offering of Securities - Use of Proceeds Not applicable.
Issuer Repurchases of Equity Securities During the three months ended December 31, 2025, VICI LP did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act. Registered Offering of Securities - Use of Proceeds Not applicable.
Any distributions will be at the sole discretion of its Board of Directors, and the form, timing and amount of such distributions, if any, will depend upon a number of factors, including VICI’s actual and projected results of operations, FFO, AFFO, liquidity, cash flows and financial condition, the revenue it actually receives from its properties, operating expenses, debt service requirements, capital expenditures, prohibitions and other limitations under its financing arrangements, REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as VICI’s Board of Directors deems relevant.
Any distributions will be at the sole discretion of its Board of Directors, and the form, timing and amount of such distributions, if any, will depend upon a number of factors, including VICI’s actual and projected results of operations, Funds From Operations (“FFO”), Adjusted Funds From Operations (“AFFO”), liquidity, cash flows and financial condition, the revenue it actually receives from its properties, operating expenses, debt service requirements, capital expenditures, prohibitions and other limitations under its financing arrangements, REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as VICI’s Board of Directors deems relevant.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends as required by the SEC) from December 31, 2019 until December 31, 2024. The return shown on the graph is not necessarily indicative of future performance.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends as required by the SEC) from December 31, 2020 until December 31, 2025. The return shown on the graph is not necessarily indicative of future performance.
VICI Properties LP Market Information There is no established public trading market for limited partnership units of VICI LP. Holders As of February 19, 2025, there was one holder of record of limited partnership units of VICI LP. Distribution Policy VICI LP intends to make regular quarterly distributions to holders of its units.
VICI Properties LP Market Information There is no established public trading market for limited partnership units of VICI LP. Holders As of February 24, 2026, there was one holder of record of limited partnership units of VICI LP. Distribution Policy VICI LP intends to make regular quarterly distributions to holders of its units.
Stock Performance Graph The graph below compares our cumulative total stockholder return for the period from December 31, 2019 to December 31, 2024 on our common stock with the cumulative total returns of the S&P 500 Index and the MSCI US REIT index.
Stock Performance Graph The graph below compares our cumulative total stockholder return for the period from December 31, 2020 to December 31, 2025 on our common stock with the cumulative total returns of the S&P 500 Index and the MSCI US REIT index.
Market Information Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “VICI.” Holders As of February 19, 2025, there were 1,056,339,141 shares of common stock issued and outstanding that were held by 331 stockholders of record. The number of stockholders of record does not include beneficial owners of shares registered in nominee or street name.
Market Information Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “VICI.” Holders As of February 24, 2026, there were 1,068,737,299 shares of common stock issued and outstanding that were held by 350 stockholders of record. The number of stockholders of record does not include beneficial owners of shares registered in nominee or street name.

Item 7. Management's Discussion & Analysis

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

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Biggest changeDuring the year ended December 31, 2024, the primary sources and uses of cash from financing activities included: • Redemption of the outstanding (i) $1,050.0 million in aggregate principal amount of the 5.625% senior unsecured notes due 2024, and (ii) $750.0 in aggregate principal amount of 3.500% senior unsecured notes due 2025; • Net proceeds from the issuance of the March 2024 Notes and December 2024 Notes in the amount of $1,771.2 million; • Dividend payments of $1,753.0 million; • Proceeds of $378.7 million from the physical settlement of 13,194,739 forward shares under our ATM Program, net of equity offering costs paid in the current year; • Paydowns of $94.3 million in aggregate on our 2022 Revolving Credit Facility; • Draws of $82.2 million in aggregate on our 2022 Revolving Credit Facility; • Distributions of $31.2 million to non-controlling interests; • Repurchase of shares of common stock for tax withholding in connection with the vesting of employee stock compensation of $5.3 million; and • Payments of debt issuance costs of $5.3 million.
Biggest changeDuring the year ended December 31, 2025, the primary sources and uses of cash from financing activities included: • Dividend payments of $1,853.5 million; • Net proceeds from the issuance of the April 2025 Notes in the amount of $1,284.4 million; • Redemption of the outstanding $800.0 million in aggregate principal amount of the 4.625% senior unsecured notes due 2025 and $500.0 million in aggregate principal amount of the 4.375% senior unsecured notes due 2025; • Draws of $426.0 million and repayments of $439.9 million on our Revolving Credit Facility; • Net proceeds of $375.3 million from the physical settlement of 12,101,372 forward shares under our ATM Program; • Distributions of $32.2 million to non-controlling interests; • Payments of debt issuance costs of $19.5 million; and • Repurchase of shares of common stock for tax withholding in connection with the vesting of employee stock compensation of $7.2 million. 54 Table of Contents During the year ended December 31, 2024, the primary sources and uses of cash from financing activities included: • Redemption of the outstanding (i) $1,050.0 million in aggregate principal amount of the 5.625% senior unsecured notes due 2024, and (ii) $750.0 million in aggregate principal amount of the 3.500% senior unsecured notes due 2025; • Net proceeds from the issuance of the March 2024 Notes and December 2024 Notes in the amount of $1,771.2 million; • Dividend payments of $1,753.0 million; • Proceeds of $378.7 million from the physical settlement of 13,194,739 forward shares under our ATM Program, net of equity offering costs paid in the current year; • Draws of $82.2 million in aggregate on our Revolving Credit Facility and paydowns of $94.3 million on our Revolving Credit Facility; • Distributions of $31.2 million to non-controlling interests; • Repurchase of shares of common stock for tax withholding in connection with the vesting of employee stock compensation of $5.3 million; and • Payments of debt issuance costs of $5.3 million.
The Revolving Credit Facility includes the option to increase the revolving loan commitments by up to $1.0 billion in the aggregate to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extension. Borrowings under the Credit Facility will bear interest, at VICI LP’s option, for U.S.
The Revolving Credit Facility includes the option to increase the revolving loan commitments by up to $1.0 billion in the aggregate to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extension. Borrowings under the Revolving Credit Facility will bear interest, at VICI LP’s option, for U.S.
We believe that we have sufficient liquidity to meet our material cash requirements, including our contractual obligations, debt maturities and commitments as well as our additional funding requirements, primarily through currently available cash and cash equivalents, cash received under our lease agreements, existing borrowings from banks, including our undrawn capacity under our Revolving Credit Facility, net proceeds available under our outstanding forward sale agreements, and proceeds from future issuances of debt and equity securities (including issuances under any future “at-the-market” program) for the next 12 months and in future periods.
We believe that we have sufficient liquidity to meet our material cash requirements, including our contractual obligations, debt maturities and commitments as well as our additional funding requirements, primarily through currently available cash and cash equivalents, cash received under our lease agreements, existing borrowings from banks, including our undrawn capacity under our Revolving Credit Facility, net proceeds available under our outstanding forward sale agreements, and proceeds from any future issuances of debt and equity securities (including issuances under any future “at-the-market” program) for the next 12 months and in future periods.
The utilization of funding commitments under the Partner Property Growth Fund, as well as the total funding ultimately provided under such arrangements, is at the discretion of the respective tenant and will be dependent upon independent decisions made by such tenant with respect to any capital improvement projects and the source of funds for such projects.
The utilization of funding commitments under the Partner Property Growth Fund strategy, as well as the total funding ultimately provided under such arrangements, is at the discretion of the respective tenant and will be dependent upon independent decisions made by such tenant with respect to any capital improvement projects and the source of funds for such projects.
Dollar borrowings, borrowings under the Credit Facility are also available in certain specific foreign currencies, bearing interest based on rates customary for such foreign currencies and subject to the same applicable margins for U.S. Dollar borrowings.
Dollar borrowings, borrowings under the Revolving Credit Facility are also available in certain specific foreign currencies, bearing interest based on rates customary for such foreign currencies and subject to the same applicable margins for U.S. Dollar borrowings.
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.
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 and at a favorable cost of capital, 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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations of VICI Properties Inc. and VICI Properties L.P. for the year ended December 31, 2024 should be read in conjunction with the audited consolidated Financial Statements and notes thereto and other financial information included elsewhere in this Annual Report on Form 10-K.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations of VICI Properties Inc. and VICI Properties L.P. for the year ended December 31, 2025 should be read in conjunction with the audited consolidated Financial Statements and notes thereto and other financial information included elsewhere in this Annual Report on Form 10-K.
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.
The change in non-cash allowance for credit losses for a given period is dependent upon, among other things, our tenants’ and borrowers’ 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.
In addition, these covenants are subject to a number of important exceptions and qualifications, including, with respect to the restricted payments covenant, the ability to make unlimited restricted payments to maintain our REIT status. At December 31, 2024, we were in compliance with all required debt-related covenants, including financial covenants.
In addition, these covenants are subject to a number of important exceptions and qualifications, including, with respect to the restricted payments covenant, the ability to make unlimited restricted payments to maintain our REIT status. At December 31, 2025, we were in compliance with all required debt-related covenants, including financial covenants.
Further fluctuation in the change in allowance for credit losses are the result of (i) changes to the long-term period PD as a result of changes in the credit ratings of our existing tenants and their parent guarantors, which are used to estimate the long-term PD and (ii) annual standard updates to the model used to estimate the CECL allowance.
Further fluctuations in the change in allowance for credit losses are the result of (i) changes to the long-term period PD as a result of changes in the credit ratings of our existing tenants and their parent guarantors, which are used to estimate the long-term PD and (ii) annual standard updates to the model used to estimate the CECL allowance.
Dollar borrowings at either (i) a rate based on SOFR plus a margin ranging from 0.70% to 1.40%, or (ii) a base rate plus a margin ranging from 0.00% to 0.40%, in each case, with the actual margin determined according to the Borrower’s debt ratings and total leverage ratio. In addition to U.S.
Dollar borrowings at either (i) a rate based on SOFR plus a margin ranging from 0.70% to 1.40%, or (ii) a base rate plus a margin ranging from 0.00% to 0.40%, in each case, with the actual margin determined according to VICI LP’s debt ratings and total leverage ratio. In addition to U.S.
Debt For a summary of our debt obligations as of December 31, 2024, refer to Note 7 - Debt . For a summary of our financing activities in 2024 refer to “Summary of Significant 2024 Activity - Financing and Capital Markets Activity” above .
Debt For a summary of our debt obligations as of December 31, 2025, refer to Note 7 - Debt . For a summary of our financing activities in 2025 refer to “Summary of Significant 2025 Activity - Financing and Capital Markets Activity” above .
Refer to Note 2 - Summary of Significant Accounting Policies for a full discussion of our accounting policies. 51 Table of Contents Lease Accounting We account for our investments in leases under ASC 842 “Leases” (“ASC 842”), which requires us to use significant estimates and judgment in applying the accounting standard.
Refer to Note 2 - Summary of Significant Accounting Policies for a full discussion of our accounting policies. Lease Accounting We account for our investments in leases under ASC 842 “Leases” (“ASC 842”), which requires us to use significant estimates and judgment in applying the accounting standard.
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.
As a triple-net lessor, increased 44 Table of Contents 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.
In addition, the financial performance of our tenants (and respective guarantors, as applicable) 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.
In addition, the financial performance of our tenants and borrowers 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.
Our cash flows from operations and our ability to access capital resources could be adversely affected due to uncertain economic factors and volatility in the financial and credit markets, including as a result of the current inflationary environment, higher interest rates, equity market volatility, and changes in consumer behavior and spending.
Our cash flows from operations and our ability to access capital resources could be adversely affected due to uncertain economic factors and volatility in the financial and credit markets, including as a result of the current interest rate environment, inflationary pressures, equity market volatility, and changes in consumer behavior and spending.
Refer to Note 5 - Allowance for Credit Losses for further information on our CECL Allowance and related balances as of December 31, 2024.
Refer to Note 5 - Allowance for Credit Losses for further information on our CECL Allowance and related balances as of December 31, 2025.
As of December 31, 2024, we had $300.0 million of additional potential future funding commitments in connection with the Venetian Capital Investment entered into on May 1, 2024, pursuant to which the tenant has the option, but not the obligation, to draw such funds.
As of December 31, 2025, we had $300.0 million of additional potential future funding commitments in connection with the Venetian Capital Investment entered into on May 1, 2024, pursuant to which the tenant has the option, but not the obligation, to draw such future funds, prior to November 1, 2026.
In connection with such investments, we entered into foreign-denominated debt on the 2022 Revolving Credit Facility, of which C$188.0 million and £14.5 million is currently outstanding on the Revolving Credit Facility and, since such debt is held at entities with USD as their functional currency, certain of the related assets and liabilities are remeasured through the Statement of Operations.
In connection with such investments, we entered into foreign-denominated debt on the Revolving Credit Facility, of which C$165.0 million and £16.5 million is currently outstanding on the Revolving Credit Facility and, since such debt is held at entities with USD as their functional currency, certain of the related assets and liabilities are remeasured through the Statement of Operations.
We calculate VICI’s AFFO by adding or subtracting from FFO non-cash leasing and financing adjustments, non-cash change in allowance for credit losses, non-cash stock-based compensation expense, transaction costs incurred in connection with the acquisition of real estate investments, amortization of debt issuance costs and original issue discount, other non-cash interest expense, non-real estate depreciation (which is comprised of the depreciation related to our golf course operations), capital expenditures (which are comprised of additions to property, plant and equipment related to our golf course operations), impairment charges related to non-depreciable real estate, gains (or losses) on debt extinguishment and interest rate swap settlements, other gains, deferred income tax benefits and expenses, other non-recurring non-cash transactions, our proportionate share of non-cash adjustments from our investment in unconsolidated affiliate (including the amortization of any basis differences) with respect to certain of the foregoing and non-cash adjustments attributable to non-controlling interest with respect to certain of the foregoing.
We calculate VICI’s AFFO by adding or subtracting from FFO non-cash leasing and financing adjustments, non-cash change in allowance for credit losses, non-cash stock-based compensation expense, transaction costs incurred in connection with the acquisition of real estate investments, amortization of debt issuance costs and original issue discount, other non-cash interest expense, non-real estate depreciation (which is comprised of the depreciation related to our golf course operations), capital expenditures (which are comprised of additions to property, plant and equipment related to our golf course operations), impairment charges related to non-depreciable real estate, gains (or losses) on debt extinguishment and interest rate swap settlements, other gains (or losses), deferred income tax expenses and benefits, other non-recurring non-cash transactions, and non-cash adjustments attributable to non-controlling interests with respect to certain of the foregoing.
Rental payments under our lease agreements comprise, and are expected to continue to comprise, a substantial majority of our revenues.
Payments under our lease and loan agreements comprise, and are expected to continue to comprise, a substantial majority of our revenues.
Any significant variation of Long-Term PD or LGD from management’s expectations could have a material impact on our financial condition and operating results. 52 Table of Contents
Any significant variation of Long-Term PD or LGD from management’s expectations could have a material impact on our financial condition and operating results.
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.
Further, the pricing of any acquisitions or other investments we may consummate and the terms of any leases and loan agreements that we may enter into may significantly impact our future results.
Consistent with the definition used by the National Association of Real Estate Investment Trusts (NAREIT), we define FFO as VICI’s net income (or loss) attributable to common stockholders (computed in accordance with GAAP) excluding (i) gains (or losses) from sales of certain real estate assets, (ii) depreciation and amortization related to real estate, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) our proportionate share of such adjustments from our investment in unconsolidated affiliate.
Consistent with the definition used by the National Association of Real Estate Investment Trusts (NAREIT), we define FFO as VICI’s net income (or loss) attributable to common stockholders (computed in accordance with GAAP) excluding (i) gains (or losses) from sales of certain real estate assets, (ii) depreciation and amortization related to real estate, (iii) gains and losses from change in control and (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.
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 for any acquisitions and investments that we may complete, as well as broader macroeconomic and other conditions that affect our tenants’ operating and financial performance and the gaming and other experiential industries in which they operate, including those described herein.
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, and overall cost of capital in connection with any acquisitions and investments that we may complete, as well as broader macroeconomic and other conditions that affect our tenants’ and borrowers’ operating and financial performance and the gaming and other experiential industries in which they operate, including those described herein.
Accordingly, we are dependent on, among other things, our tenants’ (and respective guarantors’, as applicable) 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.
Accordingly, we are dependent on, among other things, our tenants’ and borrowers’ financial performance, the performance of the gaming and other experiential industries and the health of the economies in the areas where our investments are located for the foreseeable future, and an event that has a material adverse effect on any of our tenant’s or borrowers’ 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.
Change in Allowance for Credit Losses Change in allowance for credit losses increased $23.9 million during the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by changes to the reasonable and supportable period, or R&S Period probability of default, or PD, and loss given default, LGD, of our existing tenants and their parent guarantors (as applicable) as a result of market performance and changes in the macroeconomic model used to scenario condition such inputs, partially offset by lower initial CECL allowances recorded on our acquisition and loan origination activity.
Change in Allowance for Credit Losses Change in allowance for credit losses increased $51.2 million during the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily driven by changes to the reasonable and supportable period, or R&S Period probability of default, or PD, and loss given default, or LGD, of our existing tenants and their parent guarantors (as applicable) as a result of market performance, changes in the macroeconomic model used to scenario condition such inputs, and higher initial CECL allowances recorded on our loan origination activity.
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 from comparable recent or historical transactions.
Competition to enter into transactions with respect to attractive real estate, desirable tenants and appropriate terms is intense, and we can provide no assurance that any future acquisitions, investments, leases or loan agreements will be on terms as favorable to us as those from comparable recent or historical transactions.
Refer to Note 5 - Allowance for Credit Losses for further details. Transaction and Acquisition Expenses Transaction and acquisition costs decreased $3.5 million during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Refer to Note 5 - Allowance for Credit Losses for further details. Transaction and Acquisition Expenses Transaction and acquisition costs increased $3.2 million during the year ended December 31, 2025 compared to the year ended December 31, 2024.
Information concerning our material contractual obligations and commitments to make future payments under contracts such as our indebtedness, future funding commitments under our loans and Partner Property Growth Fund strategy and future contractual operating commitments (such as future lease payments under our corporate lease) are included in the following table as of December 31, 2024.
Information concerning our material contractual obligations and commitments to make future payments under contracts such as our indebtedness, future funding commitments under our loans, and future contractual operating commitments (such as future lease payments under our corporate lease) are included in the following table as of December 31, 2025.
Treasury Rate Lock agreements for an aggregate notional amount of $650.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance of senior unsecured notes expected to be issued in connection with the refinancing of our senior unsecured notes maturing in February 2025.
Treasury Rate Lock agreements for an aggregate notional amount of $150.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance of senior unsecured notes expected to be issued in connection with the refinancing of our senior unsecured notes maturing in May 2025 and June 2025, which April 2025 Notes were issued on April 7, 2025.
Re fer to Note 7 - Debt included in this Annual Report on Form 10-K for additional information. • At-The-Market Offering Programs.
Re fer to Note 7 - Debt included in this Annual Report on Form 10-K for additional information.
($ in thousands) Long-Term PD Long-Term LGD Change Change in CECL Allowance % Change in CECL Allowance $ Change in CECL Allowance % Change in CECL Allowance $ 10% increase 0.21 % $ 91,990 0.25 % $ 110,597 10% decrease (0.21) % $ (93,927) (0.25) % $ (110,602) Although management believes its estimate of the Long-Term PD and LGD described above is reasonable, no assurance can be given that the Long-Term PD and LGD for our tenants, or other drivers of the CECL allowance, will be correct.
($ in thousands) Long-Term PD Long-Term LGD Change Change in CECL Allowance % Change in CECL Allowance $ Change in CECL Allowance % Change in CECL Allowance $ 10% increase 0.20 % $ 91,618 0.24 % $ 110,132 10% decrease (0.21) % $ (94,688) (0.25) % $ (110,137) Although management believes its estimate of the Long-Term PD and LGD described above is reasonable, no assurance can be given that the Long-Term PD and LGD for our tenants, or other drivers of the CECL allowance, will be correct.
As of December 31, 2024, we had $17.1 billion of debt obligations 48 Table of Contents outstanding of which $500.0 million matures on May 15, 2025 and $800.0 million matures on June 15, 2025. For a summary of principal debt balances and their maturity dates and principal terms, refer to Note 7 - Debt .
As of December 31, 2025, we had $17.1 billion of debt obligations outstanding, of which $500.0 million matures on September 1, 2026 and $1.25 billion matures on December 1, 2026. For a 52 Table of Contents summary of principal debt balances and their maturity dates and principal terms, refer to Note 7 - Debt .
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 refinancing of recent and 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, limit the benefits of any such transactions, and negatively impact our growth prospects.
However, the current macroeconomic environment, including uncertainty around changing interest rates and inflationary or recessionary threats, impacts our business in certain respects, such as our interest expense with respect to the refinancing of recent and upcoming debt maturities, any borrowings under our Revolving Credit Facility, the impact of CPI-based annual rent escalation under certain of our leases, 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, limit the benefits of any such transactions, and negatively impact our growth prospects and financial performance.
During the year ended December 31, 2024, we sold an aggregate of 12,015,399 shares under the ATM Program, all of which were subject to forward sale agreements, for estimated aggregate net offering value of $376.3 million based on the initial forward sale price with respect to each forward sale agreement.
During the year ended December 31, 2025, we sold an aggregate of 7,835,973 shares under the ATM Program, all of which were subject to forward sale agreements, for estimated aggregate net offering value of $252.8 million based on the initial forward sale price with respect to each forward sale agreement.
M acroeconomic volatility has introduced significant uncertainty and heightened risk for businesses, including us and our tenants, including the impact of changing interest rates, inflation, threat of recession, geopolitical uncertainty, and increased cost of capital.
The m acroeconomic environment has introduced significant uncertainty and heightened risk for businesses, including us and our tenants, including the impact of changing interest rates, inflationary and recessionary threats, geopolitical and regulatory uncertainty, and increased cost of capital.
Concurrently, we terminated our 2022 Revolving Credit Facility and 2022 Credit Agreement (each as defined in Note 7 - Debt ). The Credit Facility includes two six-month maturity extension options (or one twelve-month extension option), the exercise of which in each case is subject to customary conditions and the payment of an extension fee.
The Revolving Credit Facility includes two six-month maturity extension options (or one twelve-month extension option), the exercise of which in each case is subject to customary conditions and the payment of an extension fee.
Cash Flows from Investing Activities Net cash used in investing activities decreased $1,976.3 million for the year ended December 31, 2024 compared with the year ended December 31, 2023.
Cash Flows from Investing Activities Net cash used in investing activities decreased $18.0 million for the year ended December 31, 2025 compared with the year ended December 31, 2024.
(2) Assumes the physical settlement of the 12.0 million outstanding forward shares as of December 31, 2024 under our at-the-market forward sale agreements at a forward sales price of $31.31 calculated as of December 31, 2024.
(2) Assumes the physical settlement of the 7,750,000 outstanding forward shares as of December 31, 2025 under our at-the-market forward sale agreements at a forward sales price of $31.40 calculated as of December 31, 2025.
We calculate VICI’s Adjusted EBITDA by adding or subtracting from AFFO contractual interest expense (including the impact of the forward-starting interest rate swaps and treasury locks) and interest income (collectively, interest expense, net), current income tax expense and our proportionate share of such adjustments from our investment in unconsolidated affiliate.
We calculate VICI’s Adjusted EBITDA by adding or subtracting from AFFO contractual interest expense (including the impact of the forward-starting interest rate swaps and treasury locks) and interest income (collectively, interest expense, net), current income tax expense and adjustments attributable to non-controlling interests.
Income From Loans Income from loans increased $55.7 million during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Income From Loans Income from loans increased $83.9 million during the year ended December 31, 2025 compared to the year ended December 31, 2024.
Financing and Capital Markets Activity • New Revolving Credit Facility. Subsequent to year end, on February 3, 2025, we entered into the Credit Agreement (as defined in Note 7 - Debt ) providing for the Revolving Credit Facility in the amount of $2.5 billion scheduled to mature on February 3, 2029.
On February 3, 2025, we entered into the Credit Agreement (as defined in Note 7 - Debt ) providing for the Revolving Credit Facility in the amount of $2.5 billion scheduled to mature on February 3, 2029. Concurrently, we terminated our 2022 Revolving Credit Facility and 2022 Credit Agreement (each as defined in Note 7 - Debt ).
Material Cash Requirements Contractual Obligations Our short-term obligations consist primarily of regular interest payments on our debt obligations, dividends to our common stockholders, distributions to the VICI OP Unit holders, normal recurring operating expenses, recurring expenditures for corporate and administrative needs, certain lease and other contractual commitments related to our golf operations and certain non-recurring expenditures.
Material Cash Requirements Contractual Obligations Our short-term obligations consist primarily of regular interest payments on our debt obligations, dividends to our common stockholders, distributions to the VICI OP Unit holders, the holders of the Lucky Strike OP Units (as defined in Note 2 - Summary of Significant Accounting Policies ) and to the 20% third-party owners of Harrah’s Joliet LandCo LLC, normal recurring operating expenses, recurring expenditures for corporate and administrative needs, certain lease and other contractual commitments related to our golf operations and certain non-recurring expenditures.
Interest Income Interest income decreased $7.9 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was primarily driven by an overall decrease in our cash on hand throughout the current year as compared to the prior year.
The decrease was primarily driven by an overall decrease in our cash on hand throughout the current year as compared to the prior year. Other Gains Other gains increased $2.1 million during the year ended December 31, 2025 compared to the year ended December 31, 2024.
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.
Our tenants also face additional challenges, including potential changes in consumer confidence levels, behavior and spending, increasing competition from a variety of sources, and increased operational expenses, such as with respect to the impact of tariffs or trade barriers, labor, insurance or energy costs.
Subsequent to year end, on February 19, 2025, we purchased a $300.0 million interest in an existing mezzanine loan related to the development of One Beverly Hills, a landmark 17.5-acre luxury mixed-use development.
Real Estate Debt Investment Activity • One Beverly Hills Mezzanine Loan. On February 19, 2025, we purchased a $300.0 million interest in an existing mezzanine loan related to the development of One Beverly Hills, a landmark 17.5-acre luxury experiential lifestyle hub in Beverly Hills, California.
Total leasing revenue increased $176.0 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. Total contractual leasing revenue increased $153.6 million during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Total leasing revenue increased $73.6 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. Total contractual leasing revenue increased $87.2 million during the year ended December 31, 2025 compared to the year ended December 31, 2024.
(4) The allocation of our future funding commitments is based on construction draw schedules, commitment funding dates, expiration dates or other information, as applicable; however, we may be obligated to fund these commitments earlier than such applicable date.
(2) Excludes ground and use leases which are paid directly by our tenants to the primary lease holder. (3) The allocation of our future funding commitments is based on construction draw schedules, commitment funding dates, expiration dates or other information, as applicable; however, we may be obligated to fund these commitments earlier than such applicable date.
Key 2024 Highlights Operating Results • Collected 100% of contractual rent in cash. • Total revenues increased 6.6% year-over-year to $3.8 billion. • Net income attributable to common stockholders increased 6.6% year-over-year to $2.7 billion, and net income attributable to common stockholders per diluted share increased 3.3% to $2.56. • AFFO increased 8.4% year-over-year to $2.4 billion and AFFO per diluted share increased 5.1% to $2.26.
Key 2025 Highlights Operating Results • Total revenues increased 4.1% year-over-year to $4.0 billion. • Net income attributable to common stockholders increased 3.6% year-over-year to $2.8 billion, and net income attributable to common stockholders per diluted share increased 2.1% to $2.61. • AFFO increased 6.6% year-over-year to $2.5 billion and AFFO per diluted share increased 5.1% to $2.38.
However, the full extent to which the trends set forth herein adversely affect our tenants, the industries in which they operate, and/or ultimately impact our business 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.
The full extent to which the trends described herein adversely affect our tenants and borrowers, the industries in which they operate, and/or ultimately impact our business depends on future developments that cannot be predicted with confidence, including our tenants’ and borrowers’ business strategy and financial performance, the direct and indirect effects of the trends discussed in this section and the impact of any future measures taken in response to such trends.
Allowance for Credit Losses ASC 326 “Financial Instruments-Credit Losses” (“ASC 326”) requires that we measure and record current expected credit losses (“CECL”) for the majority of our investments, the scope of which includes our Investments in leases - sales-type, Investments in leases - financing receivables and Investments in loans.
In particular a change in the estimates could have a material impact on the lease classification determination and the timing and amount of income recognized over the life of the lease. 55 Table of Contents Allowance for Credit Losses ASC 326 “Financial Instruments-Credit Losses” (“ASC 326”) requires that we measure and record current expected credit losses (“CECL”) for the majority of our investments, the scope of which includes our Investments in leases - sales-type, Investments in leases - financing receivables and Investments in loans.
For further information, refer to Note 3 – Real Estate Transactions . 49 Table of Contents Cash Flow Analysis The table below summarizes our cash flows for the years ended December 31, 2024 and 2023: (In thousands) 2024 2023 Variance ($) Cash, cash equivalents and restricted cash Provided by operating activities $ 2,381,498 $ 2,181,009 $ 200,489 Used in investing activities (922,781) (2,899,095) 1,976,314 (Used in) provided by financing activities (1,457,121) 1,031,790 (2,488,911) Net increase in cash, cash equivalents and restricted cash $ 2,041 $ 313,641 $ (311,600) Cash Flows from Operating Activities Net cash provided by operating activities increased $200.5 million for the year ended December 31, 2024 compared with the year ended December 31, 2023.
For further information, refer to Note 3 – Real Estate Transactions . 53 Table of Contents Cash Flow Analysis The table below summarizes our cash flows for the years ended December 31, 2025 and 2024: (In thousands) 2025 2024 Variance ($) Cash, cash equivalents and restricted cash Provided by operating activities $ 2,509,991 $ 2,381,498 $ 128,493 Used in investing activities (904,766) (922,781) 18,015 Used in financing activities (1,566,521) (1,457,121) (109,400) Net increase in cash, cash equivalents and restricted cash $ 38,864 $ 2,041 $ 36,823 Cash Flows from Operating Activities Net cash provided by operating activities increased $128.5 million for the year ended December 31, 2025 compared with the year ended December 31, 2024.
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.
Overall Implications of Such Material Trends on Our Business As a triple-net lessor, we believe we are generally in a strong position relative to other creditors given our ownership of the real estate on and in which our tenants’ operations take place and are structurally insulated from our tenants’ short-term operational and performance fluctuations, both positive and negative.
Additionally, the weighted average annualized interest rate of our debt, net of the impact of the forward-starting interest rate swaps and treasury locks, increased to 4.34% during the year ended December 31, 2024 from 4.33% during the year ended December 31, 2023, as a result of a higher effective interest rate on (i) the draws on the 2022 Revolving Credit Facility, and (ii) the March 2024 Notes and December 2024 Notes as compared to the debt that was refinanced by such notes.
The increase was primarily driven by an increase in the weighted average annualized interest rate of our debt, net of the impact of the forward-starting interest rate swaps and treasury locks, to 4.46% during the year ended December 31, 2025 compared to 4.34% during the year ended December 31, 2024, as a result of a higher effective interest rate on the March 2024 Notes, the December 2024 Notes and the April 2025 Notes as compared to the debt that was refinanced by such notes. 48 Table of Contents Interest Income Interest income decreased $1.7 million during the year ended December 31, 2025 compared to the year ended December 31, 2024.
The increase was primarily driven by a one-time charitable contribution to facilitate the Company’s corporate giving initiatives and by an increase in compensation, including stock-based compensation. Other Expenses Other expenses increased $4.1 million during the year ended December 31, 2024 compared to the year ended December 31, 2023.
The decrease was primarily driven by a large one-time charitable contribution in 2024 to facilitate the Company’s corporate giving initiatives and by a decrease in compensation, including stock-based compensation.
For more information, refer to “ Part I – Item 1A. Risk Factors ” included in this Annual Report on Form 10-K.
Risk Factors ” included in this Annual Report on Form 10-K.
These four forward-starting interest rate swap agreements were outstanding as of December 31, 2024. KEY TRENDS THAT MAY AFFECT OUR BUSINESS Tenant and Industry Performance Our tenants (and respective guarantors, as applicable) under our lease agreements are leading gaming and experiential operators across the United States, Canada and abroad.
KEY TRENDS THAT MAY AFFECT OUR BUSINESS Tenant, Borrower and Industry Performance Our tenants and borrowers (and in each case, their respective guarantors, as applicable) under our lease and loan agreements are gaming and other experiential operators across the United States, Canada and abroad.
Our presentation of these measures does not replace the presentation of VICI’s financial results in accordance with GAAP. 46 Table of Contents Reconciliation of VICI’s Net Income to FFO, FFO per Share, AFFO, AFFO per Share and Adjusted EBITDA Year Ended December 31, (In thousands, except share data and per share data) 2024 2023 Net income attributable to common stockholders $ 2,678,810 $ 2,513,540 Real estate depreciation — — Joint venture depreciation and non-controlling interest adjustments — 1,426 FFO attributable to common stockholders 2,678,810 2,514,966 Non-cash leasing and financing adjustments (537,708) (515,488) Non-cash change in allowance for credit losses 126,720 102,824 Non-cash stock-based compensation 17,511 15,536 Transaction and acquisition expenses 4,567 8,017 Amortization of debt issuance costs and original issue discount 71,592 70,452 Other depreciation 3,428 3,741 Capital expenditures (3,007) (2,842) Other gains (1) (581) (4,456) Deferred income tax provision (benefit) 5,439 (10,426) Joint venture non-cash adjustments and non-controlling interest adjustments 4,022 4,716 AFFO attributable to common stockholders 2,370,793 2,187,040 Interest expense, net 738,410 723,634 Current income tax expense 4,265 4,285 Joint venture interest expense and non-controlling interest adjustments (8,551) (5,287) Adjusted EBITDA attributable to common stockholders $ 3,104,917 $ 2,909,672 Net income per common share Basic $ 2.56 $ 2.48 Diluted $ 2.56 $ 2.47 FFO per common share Basic $ 2.56 $ 2.48 Diluted $ 2.56 $ 2.48 AFFO per common share Basic $ 2.26 $ 2.16 Diluted $ 2.26 $ 2.15 Weighted average number of shares of common shares outstanding Basic 1,046,739,537 1,014,513,195 Diluted 1,047,675,111 1,015,776,697 ____________________ (1) Represents non-cash foreign currency remeasurement adjustments and gain on sale of land. 47 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Liquidity As of December 31, 2024, our available cash and cash equivalents balance, short-term investments and capacity under our 2022 Revolving Credit Facility were as follows: (In thousands) December 31, 2024 Cash and cash equivalents $ 524,615 Capacity under 2022 Revolving Credit Facility (1) 2,351,154 Proceeds available from settlement of Forward Sale Agreements (2) 376,253 Total $ 3,252,022 ____________________ (1) Subsequent to year end, on February 3, 2025, we entered into the Credit Agreement providing for the Revolving Credit Facility in the amount of $2.5 billion and concurrently terminated our 2022 Revolving Credit Facility and 2022 Credit Agreement.
Our presentation of these measures does not replace the presentation of VICI’s financial results in accordance with GAAP. 50 Table of Contents Reconciliation of VICI’s Net Income to FFO, FFO per Share, AFFO, AFFO per Share and Adjusted EBITDA Year Ended December 31, (In thousands, except share data and per share data) 2025 2024 Net income attributable to common stockholders $ 2,775,493 $ 2,678,810 Real estate depreciation — — FFO attributable to common stockholders 2,775,493 2,678,810 Non-cash leasing and financing adjustments (524,187) (537,708) Non-cash change in allowance for credit losses 177,887 126,720 Non-cash stock-based compensation 16,195 17,511 Transaction and acquisition expenses 7,729 4,567 Amortization of debt issuance costs and original issue discount 72,337 71,592 Other depreciation 3,115 3,428 Capital expenditures (1,238) (3,007) Other gains (1) (2,658) (581) Deferred income tax (benefit) provision (1,743) 5,439 Non-cash adjustments attributable to non-controlling interests 3,326 4,022 AFFO attributable to common stockholders 2,526,256 2,370,793 Interest expense, net 756,914 738,410 Current income tax expense 4,178 4,265 Adjustments attributable to non-controlling interests (8,639) (8,551) Adjusted EBITDA attributable to common stockholders $ 3,278,709 $ 3,104,917 Net income per common share Basic $ 2.61 $ 2.56 Diluted $ 2.61 $ 2.56 FFO per common share Basic $ 2.61 $ 2.56 Diluted $ 2.61 $ 2.56 AFFO per common share Basic $ 2.38 $ 2.26 Diluted $ 2.38 $ 2.26 Weighted average number of shares of common shares outstanding Basic 1,062,006,448 1,046,739,537 Diluted 1,062,693,062 1,047,675,111 ____________________ (1) Represents non-cash foreign currency remeasurement adjustments and gain on sale of land. 51 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Liquidity As of December 31, 2025, our available cash and cash equivalents balance, short-term investments and capacity under our Revolving Credit Facility were as follows: (In thousands) December 31, 2025 Cash and cash equivalents $ 563,479 Short-term investments 44,484 Capacity under Revolving Credit Facility (1) 2,357,547 Proceeds available from settlement of Forward Sale Agreements (2) 243,343 Total $ 3,208,853 ____________________ (1) The Credit Agreement includes the option (i) to increase the revolving loan commitments by up to $1.0 billion and (ii) to add one or more tranches of term loans of up to $2.0 billion in the aggregate, in each case, to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions.
One Beverly Hills is being developed by Cain International and will be anchored by Aman Beverly Hills and will also include a full-scale refurbishment of The Beverly Hilton, Aman-branded hospitality and residential offerings, and 10 acres of botanical gardens and open space. The development project has already commenced construction and is expected to be completed late 2027.
One Beverly Hills is being developed by Cain and will be anchored by Aman Beverly Hills, featuring an Aman Hotel and Aman-branded residences, and include a full-scale refurbishment of The Beverly Hilton, additional retail, food and beverage offerings, and 10 acres of botanical gardens and open space.
Refer to the Explanatory Note at the beginning of this Form 10-K for additional information on the presentation of VICI and VICI LP and the differences between the two Financial Statements. 45 Table of Contents Results of Operations for the Years Ended December 31, 2023 and 2022 For a comparison of our results of operations for the fiscal years ended December 31, 2023 and 2022, see “ Part II, Item 7.
Refer to the Explanatory Note at the beginning of this Form 10-K for additional information on the presentation of VICI and VICI LP and the differences between the two Financial Statements.
Significant Achievements • Invested $411.8 million through our Partner Property Growth Fund adding $33.2 million in annualized rent to our portfolio. • Originated three debt investments totaling $365.0 million of commitments. ◦ Funded new and existing loan commitments totaling $579.1 million. • Announced an increase in our quarterly cash dividend to $0.4325 per share (or $1.73 per share on an annualized basis) in the third quarter of 2024, representing a 4.2% increase compared to our previous quarterly dividend. • Issued $1,050.0 million and $750.0 million of investment grade senior notes in March and December 2024, respectively, to refinance existing debt. • Sold 12,015,399 forward shares under our ATM Program (as defined in Note 11 - Stockholders Equity ) during the year with an estimated aggregate net offering value of $376.3 million and settled 13,194,739 forward shares outstanding under our ATM Program for aggregate net proceeds of $379.4 million. 38 Table of Contents SUMMARY OF SIGNIFICANT ACTIVITIES Acquisition and Leasing Activity • Indigenous Gaming Partners - PURE Lease Assignment .
Sartini, current chairman and chief executive officer of Golden, with an initial annual rent of $87.0 million. • Made three real estate debt investments totaling $966.0 million of commitments. ◦ Funded new and existing loan commitments totaling $883.4 million. • Announced an increase in our quarterly cash dividend to $0.45 per share (or $1.80 per share on an annualized basis) in the third quarter of 2025, representing a 4.0% increase compared to our previous quarterly dividend. • Issued $1,300.0 million of investment grade senior unsecured notes in April 2025 to refinance existing debt. • Sold 7,835,973 forward shares under our ATM Program (as defined in Note 11 - Stockholders' Equity ) during the year with an estimated aggregate net offering value of $252.8 million and settled 12,101,372 forward shares outstanding under our ATM Program for aggregate net proceeds of $375.7 million. 40 Table of Contents SUMMARY OF SIGNIFICANT ACTIVITIES Acquisition and Leasing Activity • PENN Lease Combination.
RECONCILIATION OF NON-GAAP MEASURES We present VICI’s Funds From Operations (“FFO”), FFO per share, Adjusted Funds From Operations (“AFFO”), AFFO per share, and Adjusted EBITDA, which are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”).
Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025 and incorporated by reference herein. 49 Table of Contents RECONCILIATION OF NON-GAAP MEASURES We present VICI’s Funds From Operations (FFO), FFO per share, Adjusted Funds From Operations (AFFO), AFFO per share, and Adjusted EBITDA, which are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”).
The increase was primarily driven by the acquisition of the remaining 49.9% of the MGM Grand/Mandalay Bay portfolio in January 2023, and an increase in rental payments from the addition of the Rocky Gap Casino component of the Century Master Lease in July 2023, the Canadian portfolio component of the Century Master Lease in September 2023, the Lucky Strike Master Lease in October 2023, the Chelsea Piers Lease in December 2023, the annual rent escalators on our Caesars Leases and certain of our other lease agreements, and the incremental rent increase from the Venetian Capital Investment in July and October 2024, as well as the incremental interest income associated with additional loan fundings and originations.
The increase was primarily driven by the annual rent escalators on certain of our lease agreements and the incremental rent increases from the Venetian Capital Investment (which occurred in July and October 2024 and January 2025), as well as the incremental interest income associated with additional loan fundings and originations.
In connection with our December 2024 Notes offering, we settled the outstanding forward-starting interest rate swap agreements and U.S. Treasury Rate Lock agreements resulting in net proceeds of $6.8 million. Since the forward-starting interest rate swaps and U.S.
On March 28, 2025, we settled twelve outstanding forward-starting interest rate swap agreements with an aggregate notional amount of $600.0 million and the three U.S. Treasury Rate Lock agreements with an aggregate notional amount of $150.0 million, resulting in net proceeds of $1.8 million.
Other Gains Other gains decreased $3.9 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The change primarily relates to the sale of excess land in April 2023 and foreign currency remeasurement adjustments associated with our investments in Canada and the United Kingdom.
The change primarily relates to the gain or loss from the sale of certain excess land. Additional fluctuations result from our foreign currency remeasurement adjustments associated with our investments in Canada and the United Kingdom.
The mezzanine loan has an initial maturity in March 2026 and has one 12-month extension option subject to certain conditions. We funded the investment with a combination of cash on hand and drawing down funds under our Revolving Credit Facility (as defined in Note 7 - Debt ).
We funded each of the investments with a combination of cash on hand and a draw under the Revolving Credit Facility (as defined in Note 7 - Debt ). • North Fork Casino Loan.
We used the net proceeds of the offering to redeem $750.0 million in aggregate principal amount of 3.500% Senior Notes due February 15, 2025. • Forward-Starting Interest Rate Swap Agreements. ◦ In connection with our March 2024 Notes offering, we settled seven outstanding forward-starting interest rate swap agreements with an aggregate notional amount of $500.0 million resulting in net proceeds of $2.8 million. ◦ During the year ended December 31, 2024, we entered into seven forward-starting interest rate swap agreements and five U.S.
During the year ended December 31, 2025, we entered into eight forward-starting interest rate swap agreements for an aggregate notional amount of $400.0 million and three U.S.
DISCUSSION OF OPERATING RESULTS Results of Operations for the Years Ended December 31, 2024 and December 31, 2023 (In thousands) 2024 2023 Variance Revenues Income from sales-type leases $ 2,068,443 $ 1,980,178 $ 88,265 Income from lease financing receivables, loans and securities 1,662,889 1,519,516 143,373 Other income 77,422 73,326 4,096 Golf revenues 40,451 38,968 1,483 Total revenues 3,849,205 3,611,988 237,217 Operating expenses General and administrative 69,109 59,603 9,506 Depreciation 4,125 4,298 (173) Other expenses 77,422 73,326 4,096 Golf expenses 26,895 27,089 (194) Change in allowance for credit losses 126,720 102,824 23,896 Transaction and acquisition expenses 4,567 8,017 (3,450) Total operating expenses 308,838 275,157 33,681 Income from unconsolidated affiliate — 1,280 (1,280) Interest expense (826,097) (818,056) (8,041) Interest income 16,095 23,970 (7,875) Other gains 581 4,456 (3,875) Income before income taxes 2,730,946 2,548,481 182,465 (Provision for) benefit from income taxes (9,704) 6,141 (15,845) Net income 2,721,242 2,554,622 166,620 Less: Net income attributable to non-controlling interests (42,432) (41,082) (1,350) Net income attributable to common stockholders $ 2,678,810 $ 2,513,540 $ 165,270 42 Table of Contents Revenue For the years ended December 31, 2024 and 2023, our revenue was comprised of the following items: (In thousands) 2024 2023 Variance Leasing revenue $ 3,596,884 $ 3,420,934 $ 175,950 Income from loans 134,448 78,760 55,688 Other income 77,422 73,326 4,096 Golf revenues 40,451 38,968 1,483 Total revenues $ 3,849,205 $ 3,611,988 $ 237,217 Leasing Revenue The following table details the components of our income from sales-type lease and lease financing receivables: (In thousands) 2024 2023 Variance Income from sales-type leases $ 2,068,443 $ 1,980,178 $ 88,265 Income from lease financing receivables (1) 1,528,441 1,440,756 87,685 Total leasing revenue 3,596,884 3,420,934 175,950 Non-cash adjustment (2) (537,927) (515,556) (22,371) Total contractual leasing revenue $ 3,058,957 $ 2,905,378 $ 153,579 ____________________ (1) Represents our asset acquisitions structured as sale leaseback transactions.
Risk Factors ” included in this Annual Report on Form 10-K. 45 Table of Contents DISCUSSION OF OPERATING RESULTS Results of Operations for the Years Ended December 31, 2025 and December 31, 2024 (In thousands) 2025 2024 Variance Revenues Income from sales-type leases $ 2,125,367 $ 2,068,443 $ 56,924 Income from lease financing receivables, loans and securities 1,763,494 1,662,889 100,605 Other income 77,479 77,422 57 Golf revenues 39,776 40,451 (675) Total revenues 4,006,116 3,849,205 156,911 Expenses General and administrative 65,082 69,109 (4,027) Depreciation 3,637 4,125 (488) Other expenses 77,479 77,422 57 Golf expenses 26,730 26,895 (165) Change in allowance for credit losses 177,887 126,720 51,167 Transaction and acquisition expenses 7,729 4,567 3,162 Total expenses 358,544 308,838 49,706 Interest expense (843,614) (826,097) (17,517) Interest income 14,363 16,095 (1,732) Other gains 2,658 581 2,077 Income before income taxes 2,820,979 2,730,946 90,033 Provision for income taxes (2,435) (9,704) 7,269 Net income 2,818,544 2,721,242 97,302 Less: Net income attributable to non-controlling interests (43,051) (42,432) (619) Net income attributable to common stockholders $ 2,775,493 $ 2,678,810 $ 96,683 46 Table of Contents Revenue For the years ended December 31, 2025 and 2024, our revenue was comprised of the following items: (In thousands) 2025 2024 Variance Leasing revenue $ 3,670,466 $ 3,596,884 $ 73,582 Income from loans 218,395 134,448 83,947 Other income 77,479 77,422 57 Golf revenues 39,776 40,451 (675) Total revenues $ 4,006,116 $ 3,849,205 $ 156,911 Leasing Revenue The following table details the components of our income from sales-type lease and lease financing receivables: (In thousands) 2025 2024 Variance Income from sales-type leases $ 2,125,367 $ 2,068,443 $ 56,924 Income from lease financing receivables (1) 1,545,099 1,528,441 16,658 Total leasing revenue 3,670,466 3,596,884 73,582 Non-cash adjustment (2) (524,356) (537,927) 13,571 Total contractual leasing revenue $ 3,146,110 $ 3,058,957 $ 87,153 ____________________ (1) Represents our asset acquisitions structured as sale leaseback transactions.
We used the net proceeds of the offering to redeem (i) $1,024.2 million in aggregate principal amount of 5.625% Senior Notes due May 1, 2024 and (ii) $25.8 million in aggregate principal amount of 5.625% Senior Notes due May 1, 2024. ◦ On December 19, 2024, VICI LP issued $750.0 million in aggregate principal amount of 5.125% Senior Notes due 2031, which mature on November 15, 2031 under a supplemental indenture (the “December 2024 Notes”).
On April 7, 2025, VICI LP issued $1.3 billion in aggregate principal amount of April 2025 Notes comprised of (i) $400.0 million in aggregate principal amount of 4.750% Senior Notes due 2028, which mature on April 1, 2028 and (ii) $900.0 million in aggregate principal amount of 5.625% Senior Notes due 2035, which mature on April 1, 2035, in each case under a supplemental indenture dated as of April, 7, 2025, between VICI LP and the trustee.
The following table summarizes our real estate debt investment activity (each as defined in the column titled “Real Estate Debt Investment”) for the year ended December 31, 2024: ($ in millions) Real Estate Debt Investment Date Investment Type Commitment Collateral Great Wolf Mezzanine Loan (1) May 9, 2024 Mezzanine $ 250.0 Portfolio of nine Great Wolf Lodge resorts across the United States Chelsea Piers One Madison Loan February 7, 2024 Senior Secured Loan 10.0 Certain equipment of the fitness club at the One Madison building in New York, NY Homefield Margaritaville Loan (2) January 23, 2024 Senior Secured Loan 105.0 Margaritaville Resort in Kansas City, Kansas, under development Total $ 365.0 ____________________ (1) In connection with the Great Wolf Mezzanine Loan, the $79.5 million mezzanine loan for Great Wolf Lodge Maryland was repaid in full.
The following table summarizes our real estate debt investment activity (each as defined in the column titled “Real Estate Debt Investment”) for the year ended December 31, 2025: ($ in millions) Real Estate Debt Investment Date Investment Type Commitment Collateral One Beverly Hills Loan February 19, 2025 Mezzanine $ 450.0 Luxury experiential lifestyle hub in Beverly Hills, California North Fork Casino Loan April 4, 2025 Senior Secured Loan 510.0 The personal property and revenues of the North Fork Mono Casino & Resort located near Madera, California Chelsea Piers Greenwich Village Loan October 27, 2025 Senior Secured Loan 6.0 Certain equipment of the fitness club in the Greenwich Village neighborhood in New York, NY Total $ 966.0 Financing and Capital Markets Activity • At-The-Market Offering Programs.
Amounts in this table omit, among other things, non-contractual commitments and items such as dividends and recurring or non-recurring operating expenses and other expenditures, including acquisitions and other investments: Payments Due By Period (In thousands) Total 2025 2026 2027 2028 2029 and Thereafter Long-term debt, principal Senior unsecured notes $ 13,950,000 $ 1,300,000 $ 1,750,000 $ 1,500,000 $ 1,600,000 $ 7,800,000 MGM Grand/Mandalay Bay CMBS debt 3,000,000 — — — — 3,000,000 Revolving credit facility (1) 148,846 — 148,846 — — — Scheduled interest payments (2) 5,510,383 753,796 720,368 604,785 531,894 2,899,540 Total debt contractual obligations 22,609,229 2,053,796 2,619,214 2,104,785 2,131,894 13,699,540 Leases and contracts (3) Future funding commitments – loan investments and Partner Property Growth Fund (4) 548,524 341,445 205,930 1,149 — — Golf course operating lease and contractual commitments 40,009 2,153 2,197 2,241 2,285 31,133 Corporate office lease 15,429 73 1,742 871 1,742 11,001 Total leases and contractual obligations 603,962 343,671 209,869 4,261 4,027 42,134 Total contractual commitments $ 23,213,191 $ 2,397,467 $ 2,829,083 $ 2,109,046 $ 2,135,921 $ 13,741,674 __________________ (1) Subsequent to year end, on February 3, 2025, we entered into the Credit Agreement providing for the Revolving Credit Facility in the amount of $2.5 billion scheduled to mature on February 3, 2029, and concurrently terminated the 2022 Revolving Credit Facility and 2022 Credit Agreement.
Amounts in this table omit, among other things, non-contractual commitments and items such as dividends and recurring or non-recurring operating expenses and other expenditures, including acquisitions and other investments: Payments Due By Period (In thousands) Total 2026 2027 2028 2029 2030 and Thereafter Long-term debt, principal Senior unsecured notes $ 13,950,000 $ 1,750,000 $ 1,500,000 $ 2,000,000 $ 1,750,000 $ 6,950,000 MGM Grand/Mandalay Bay CMBS debt 3,000,000 — — — — 3,000,000 Revolving credit facility 142,453 — — — 142,453 — Scheduled interest payments (1) 5,312,306 795,190 684,237 601,619 532,927 2,698,333 Total debt contractual obligations 22,404,759 2,545,190 2,184,237 2,601,619 2,425,380 12,648,333 Leases and contracts (2) Future funding commitments – loan investments (3) 623,495 606,340 17,155 — — — Golf course operating lease and contractual commitments 37,856 2,197 2,241 2,285 2,332 28,801 Corporate office lease 15,356 1,742 871 1,742 828 10,173 Total leases and contractual obligations 676,707 610,279 20,267 4,027 3,160 38,974 Total contractual commitments $ 23,081,466 $ 3,155,469 $ 2,204,504 $ 2,605,646 $ 2,428,540 $ 12,687,307 __________________ (1) Estimated interest payments on variable interest debt under our Revolving Credit Facility are based on the CORRA and SONIA rates as of December 31, 2025.
On May 1, 2024, we entered into agreements to fund the up to $700.0 million Venetian Capital Investment for extensive reinvestment projects at the Venetian Resort through our Partner Property Growth Fund strategy. The invested capital will earn a return through the addition of incremental rent to the Venetian Lease.
The increases were primarily driven by the incremental rent increase from funding $400.0 million of capital investments into the Venetian Resort for extensive reinvestment projects through our Partner Property Growth Fund strategy (the “Venetian Capital Investment”) in July and October 2024 and January 2025, as well as the annual rent escalators from certain of our other lease agreements.
The lease agreements require our tenants to cover all costs associated with such ground and use sub-leases and provide for their direct payment to the primary landlord. 43 Table of Contents Operating Expenses For the years ended December 31, 2024 and 2023, our operating expenses were comprised of the following items: (In thousands) 2024 2023 Variance General and administrative $ 69,109 $ 59,603 $ 9,506 Depreciation 4,125 4,298 (173) Other expenses 77,422 73,326 4,096 Golf expenses 26,895 27,089 (194) Change in allowance for credit losses 126,720 102,824 23,896 Transaction and acquisition expenses 4,567 8,017 (3,450) Total operating expenses $ 308,838 $ 275,157 $ 33,681 General and Administrative Expenses General and administrative expenses increased $9.5 million during the year ended December 31, 2024 compared to the year ended December 31, 2023.
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. 47 Table of Contents Expenses For the years ended December 31, 2025 and 2024, our expenses were comprised of the following items: (In thousands) 2025 2024 Variance General and administrative $ 65,082 $ 69,109 $ (4,027) Depreciation 3,637 4,125 (488) Other expenses 77,479 77,422 57 Golf expenses 26,730 26,895 (165) Change in allowance for credit losses 177,887 126,720 51,167 Transaction and acquisition expenses 7,729 4,567 3,162 Total expenses $ 358,544 $ 308,838 $ 49,706 General and Administrative Expenses General and administrative expenses decreased $4.0 million during the year ended December 31, 2025 compared to the year ended December 31, 2024.
In July, October and November 2024, we physically settled certain outstanding forward shares issued under the ATM Program in exchange for aggregate net proceeds of approximately $379.4 million. • Senior Notes Offerings. ◦ On March 18, 2024, VICI LP issued (i) $550.0 million in aggregate principal amount of 5.750% Senior Notes due 2034, which mature on April 1, 2034 and (ii) $500.0 million in aggregate principal amount of 6.125% Senior Notes due 2054, which mature on April 1, 2054, in each case under a supplemental indenture (the “March 2024 Notes”).
In July and August 2025, we physically settled certain outstanding forward shares issued under the ATM Program in exchange for aggregate net proceeds of approximately $375.7 million. • Senior Unsecured Notes Offering.
Treasury Rate Lock agreements were hedging the interest rate risk on the respective senior unsecured notes offering, the unrealized gain in Accumulated other comprehensive income is being amortized over the term of the respective derivative instruments, which matches that of the underlying notes, as a decrease in interest expense. 40 Table of Contents ◦ During the year ended December 31, 2024, we entered into four forward-starting interest rate swap agreements for an aggregate notional amount of $200.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance of senior unsecured notes expected to be issued in connection with the refinancing of our senior unsecured notes maturing in May 2025.
Since the forward-starting swaps were hedging the interest rate risk on the April 2025 Notes offering, the unrealized gain in Accumulated other comprehensive income will be amortized over the term of the respective derivative instruments, which matches that of the underlying note, as a decrease in interest expense. • New Revolving Credit Facility.
Other Income Other income increased $4.1 million during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Cash Flows from Financing Activities Net cash used in financing activities increased $109.4 million for the year ended December 31, 2025 compared with the year ended December 31, 2024.
During the year ended December 31, 2023, the primary sources and uses of cash from investing activities included: • Net payments of $1,266.9 million , including acquisition costs, in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition; • Payments for property acquisitions during the year for a total cost of $1,373.1 million , including acquisition costs, of which $1,132.0 million was classified as investments in financing receivables and $241.1 million was classified as investments sales-type lease; • Disbursements to fund investments in our loan and securities portfolio in the amount of $959.1 million ; • Principal repayment of loans in the amount of $482.0 million, of which $400.0 million related to the full repayment of the Caesars Forum Convention Center mortgage loan ; • Maturities of short-term investments, net of investments of $217.3 million ; • Proceeds from the sale of land of $6.2 million ; and • Acquisition of property and equipment costs of $4.0 million. 50 Table of Contents Cash Flows from Financing Activities Net cash used in financing activities increased $2,488.9 million for the year ended December 31, 2024 compared with the year ended December 31, 2023.
During the year ended December 31, 2025, the primary sources and uses of cash from investing activities included: • Disbursements to fund investments in our loan and securities portfolio in the amount of $887.2 million; • Investment in short-term investments of $44.5 million ; • Proceeds from the partial repayment of certain debt investments and deferred fees in the amount of $27.5 million; • Capitalized transaction costs of $4.7 million; and • Acquisition of property and equipment costs of $1.3 million.
Removed
On December 10, 2024, we entered into an amendment and consented to the assignment of the PURE Master Lease to an affiliate of IGP, in connection with the acquisition of the operating assets of PURE Canadian Gaming Corp. by a subsidiary of IGP. The economic terms of the PURE Master Lease remain unchanged.
Added
Significant Achievements • Announced a $1.16 billion transaction to acquire seven casino properties from Golden and enter into the Golden Master Lease with a newly formed entity that will be owned and controlled by Blake L.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed7 unchanged
Biggest changeCapital Markets Risks We are exposed to risks related to the equity capital markets, and our related ability to raise capital through the issuance of our common stock or other equity instruments.
Biggest changeMarket interest rates are sensitive to many factors that are beyond our control. 56 Table of Contents Capital Markets Risks We are exposed to risks related to the equity capital markets, and our related ability to raise capital through the issuance of our common stock or other equity instruments.
As of December 31, 2024, a one percent increase or decrease in the annual interest rate on our variable rate borrowings would increase or decrease our annual cash interest expense by approximately $1.5 million using the applicable exchange rate as of December 31, 2024.
As of December 31, 2025, a one percent increase or decrease in the annual interest rate on our variable rate borrowings would increase or decrease our annual cash interest expense by approximately $1.4 million using the applicable exchange rate as of December 31, 2025.
As of December 31, 2024, we had $17.1 billion of aggregate principal amount of outstanding indebtedness, of which 99.0% has a fixed interest rate and 1.0% has a variable interest rate, representing the US$148.8 million outstanding balance under the 2022 Revolving Credit Facility (denominated in CAD and GBP).
As of December 31, 2025, we had $17.1 billion of aggregate principal amount of outstanding indebtedness, of which 99.2% has a fixed interest rate and 0.8% has a variable interest rate, representing the US$142.5 million outstanding balance under the Revolving Credit Facility (denominated in CAD and GBP).
In a heightened interest rate environment, we have from time to time and may in the future seek to mitigate that risk by utilizing forward-starting interest rate swap agreements, U.S. Treasury rate lock agreements and other derivative instruments. Market interest rates are sensitive to many factors that are beyond our control.
In a heightened interest rate environment, we have from time to time and may in the future seek to mitigate that risk by utilizing forward-starting interest rate swap agreements, U.S. Treasury rate lock agreements and other derivative instruments.

Other VICI 10-K year-over-year comparisons