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VICI PROPERTIES INC.

For the period ended Apr 29, 2025. Filed Mar 17, 2025.

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Apr 29, 2025 · Filed Mar 17, 2025

VICI$24.79-1.7%Stored close · as of Nov 6, 2026
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Contents

APPENDIX

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APPENDIX

Definitions of Non-GAAP Financial 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”). These are non-GAAP financial measures and should not be construed as alternatives to net income or as an indicator of operating performance (as determined in accordance with GAAP). We believe FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of VICI’s business.

FFO is a non-GAAP financial measure that is considered a supplemental measure for the real estate industry and a supplement to GAAP measures. 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.

AFFO is a non-GAAP financial measure that we use as a supplemental operating measure to evaluate VICI’s performance. 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 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.

These non-GAAP financial measures: (i) do not represent VICI’s cash flow from operations as defined by GAAP; (ii) should not be considered as an alternative to VICI’s net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to VICI’s cash flow as a measure of liquidity. In addition, these measures should not be viewed as measures of liquidity, nor do they measure our ability to fund all of our cash needs, including our ability to make cash distributions to our stockholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of VICI’s financial results in accordance with GAAP.

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​APPENDIX​​​​

Reconciliation of Non-GAAP Financial Measures

​ · ​ · ​ · ​ · 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​​

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(1)

Represents non-cash foreign currency remeasurement adjustments and gain on sale of land.

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​80​​VICI PROPERTIES INC. — 2025 PROXY STATEMENT​​​​
​​​​APPENDIX​

Forward Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” “will,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond VICI’s control and could materially affect actual results, performance, or achievements. Important risk factors that may affect VICI’s business, results of operations and financial position (including those risks relating to VICI’s pending and recently completed transactions) are detailed from time to time in VICI’s filings with the Securities and Exchange Commission. VICI does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

Non-GAAP Financial Measures

This Proxy Statement includes reference to FFO, FFO per share, AFFO, AFFO per share, and Adjusted EBITDA, which are not required by, or presented in accordance with, GAAP. These are non-GAAP financial measures and should not be construed as alternatives to net income or as an indicator of operating performance (as determined in accordance with GAAP). We believe FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of our business. For additional information regarding these non-GAAP financial measures, refer to the Appendix beginning on page 79 of this Proxy Statement.

Tenant, Borrower and Other Company Information

VICI makes no representation as to the accuracy or completeness of the information regarding its tenants, borrowers and other companies included in this Proxy Statement. Certain information for our tenants, guarantors, borrowers and other companies included in this Proxy Statement has been derived from their respective filings, if and as applicable, and other publicly available presentations and press releases. While we believe this information to be reliable, we have not independently investigated or verified such information.

Market and Industry Data and Trademark Information

This Proxy Statement may contain estimates and information concerning the Company’s industry that are based on industry publications, reports and peer company public filings. This information involves a number of assumptions and limitations, and you are cautioned not to rely on or give undue weight to this information. The Company has not independently verified the accuracy or completeness of the data contained in these industry publications, reports or filings. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” section of the Company’s public filings with the SEC. The brands, trademarks, service marks and logos (“Trademarks”) operated at our properties are Trademarks of their respective owners. Their use in this Proxy Statement does not imply a relationship or endorsement by the Trademark owners, nor does it suggest any affiliation with or sponsorship by VICI. Any such Trademarks are used only to identify the products and services of their respective owners, and no sponsorship or endorsement on the part of VICI should be inferred from the use of the marks. None of these owners nor any of their respective officers, directors, agents or employees have approved any disclosure contained in this Proxy Statement or are responsible or liable for the content of this Proxy Statement.

Our Website

This Proxy Statement references information available on our website at www.viciproperties.com, including our 2023-2024 Environmental Sustainability, Social Responsibility and Corporate Governance Report (“2023-2024 ESG Report”). None of the information on, or accessible through, our website or any other website identified herein, including our 2023-2024 ESG Report, is incorporated in, or constitutes a part of, this Proxy Statement or any other report or document we file with or furnish to the SEC.

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VICI PROPERTIES INC.535 MADISON AVENUENEW YORK, NY 10022 VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information.Vote by 11:59 P.M. ET on April 28, 2025. Have your proxy card in hand when you accessthe website and follow the instructions to obtain your records and to create an electronicvoting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/VICI2025You may attend the meeting via the Internet and vote during the meeting. Have the informationthat is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET onApril 28, 2025. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYV61751-P25485 VICI PROPERTIES INC. The Board of Directors recommends you vote FOR each of the following director nominees: 1. Election of Directors.Nominees: For Against Abstain 1b. Diana F. Cantor1a. James R. Abrahamson1e. Craig Macnab1c. Monica H. Douglas1d. Elizabeth I. Holland1f. Edward B. Pitoniak1g. Michael D. Rumbolz The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. To ratify the appointment of Deloitte & Touche LLP asour independent registered public accounting firm for the fiscal year ending December 31, 2025. 3. To approve (on a non-binding, advisory basis) thecompensation of our named executive officers. NOTE: The proxies are authorized to vote, in their discretion,upon such other business as may properly come before theannual meeting or any postponement or adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,administrator, or other fiduciary, please give full title as such. Joint owners should each signpersonally. All holders must sign. If a corporation or partnership, please sign in full corporateor partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date​

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V61752-P25485 VICI PROPERTIES INC.Annual Meeting of StockholdersApril 29, 2025 10:00 AM ETThis proxy is solicited by the Board of DirectorsThe stockholder(s) hereby appoint(s) David A. Kieske and Samantha S. Gallagher and each of them, as proxies, each with thepower to appoint such person's substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverseside, all of the shares of common stock of VICI PROPERTIES INC. that the stockholder(s) is/are entitled to vote at the AnnualMeeting of Stockholders to be held at 10:00 AM ET on April 29, 2025, solely by means of remote communication in a virtualmeeting format and conducted via live audio webcast at www.virtualshareholdermeeting.com/VICI2025, and any adjournmentor postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, thisproxy will be voted in accordance with the Board of Directors' recommendations, with respect to proposals 1 through 3,and in the discretion of the proxies with respect to any other business that may properly come before the meetingand any adjournment or postponement thereof.Continued and to be signed on reverse side

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