Gaming & Leisure Properties, Inc.

Previous wording

We reported total revenues and income from operations of $1,531.5 million and $1,130.7 million, respectively, for the year ended December 31, 2024, compared to $1,440.4 million and $1,068.7 million, respectively, for the year ended December 31, 2023. The major factors affecting our results for the year ended December 31, 2024, as compared to the year ended December 31, 2023, were as follows:

Current wording

We reported total revenues and income from operations of $1,594.8 million and $1,201.5 million, respectively, for the year ended December 31, 2025, compared to $1,531.5 million and $1,130.7 million, respectively, for the year ended December 31, 2024. The major factors affecting our results for the year ended December 31, 2025, as compared to the year ended December 31, 2024, were as follows:

Previous wording

•Total income from real estate was $1,531.5 million and $1,440.4 million for the years ended December 31, 2024 and 2023, respectively. Total income from real estate increased by $91.2 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash income by $49.0 million. Current year results also benefited by $19.8 million from escalations on our leases. The Company also recognized favorable straight-line and deferred rent adjustments of $16.2 million compared to the corresponding period in the prior year, as well as higher accretion of $5.9 million on its Investment in leases, financing receivables. Finally, the Company had higher ground rent income of $0.3 million.

Current wording

•Total income from real estate was $1,594.8 million and $1,531.5 million for the years ended December 31, 2025 and 2024, respectively. Total income from real estate increased by $63.2 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The reason for the increase was primarily due to our recent acquisitions and development activity which in the aggregate increased cash income by $73.6 million. Current year results also benefited by $17.7 million from escalations on our leases and higher percentage rent of $2.3 million. The Company also recognized unfavorable straight-line and deferred rent adjustments of $33.6 million compared to the corresponding period in the prior year, as well as lower accretion of $0.6 million on its Investment in leases. Finally, the Company had higher ground rent income of $3.9 million.

Previous wording

•Other expenses, net increased by $9.6 million for the year ended December 31, 2024, as compared to the prior year. The increase was due to higher borrowing levels that partially funded our recent acquisitions, partially offset by an increase in interest income due to higher average interest earning balances in the current year.

Current wording

•Other expenses, net increased by $28.0 million for the year ended December 31, 2025, as compared to the prior year. The increase was due to higher borrowing levels that partially funded our recent acquisitions, a decrease in interest income due to lower average interest earning balances in the current year. Additionally, results for the year ended December 31, 2025 included a debt extinguishment charge of $3.8 million for a call premium payment and accelerated amortization of debt issuance costs due to a senior unsecured note redemption.

Previous wording

•Net income increased by $52.3 million for the year ended December 31, 2024, as compared to the prior year, primarily due to the variances explained above.

Current wording

•Net income increased by $42.7 million for the year ended December 31, 2025, as compared to the prior year, primarily due to the variances explained above.

Previous wording

We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our consolidated financial statements. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. We have identified the accounting for leases, investment in leases, financing receivables, net, allowance for credit losses, income taxes, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.

Current wording

We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our consolidated financial statements. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. We have identified the accounting for leases, investment in leases, financing receivables, net, allowance for credit losses, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.

Previous wording

Under the operating lease model, as the lessor, the assets we own and lease to our tenants remain on our balance sheet as real estate investments and we record rental revenues on a straight-line basis over the lease term. This includes the recognition of percentage rents that are fixed and determinable at the lease inception date on a straight-line basis over the entire lease term, resulting in the recognition of deferred rental revenue on our Consolidated Balance Sheets. Deferred rental revenue is amortized to rental revenue on a straight-line basis over the remainder of the lease term. The lease term includes the initial non-cancelable lease term and any reasonably assured renewal periods. Contingent rental income that is not fixed and determinable at lease inception is recognized only when the lessee achieves the specified target.

Current wording

Under the operating lease model, the real estate assets we own and lease to tenants remain on our Consolidated Balance Sheets as real estate investments. Rental revenue is recognized on a straight-line basis over the lease term.

Previous wording

1)Transfer of ownership - The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title.

Current wording

Transfer of ownership — The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. This criterion is met when the lease agreement provides for the transfer of title at or shortly after the end of the lease term, generally for a nominal amount.

Previous wording

2)Bargain purchase option - The lease contains a bargain purchase option, which is a provision allowing the lessee, at its option, to purchase the leased property for a price which is sufficiently lower than the expected fair value of the property at the date the option becomes exercisable and that is reasonably certain to be exercised.

Current wording

Bargain purchase option — The lease includes an option that allows the lessee to purchase the asset at a price that is sufficiently lower than the expected fair value of the asset at the date the option becomes exercisable, and the exercise of the option is reasonably certain.

Previous wording

3)Lease term - The lease term is for the major part of the remaining economic life of the underlying asset. However, if the commencement date falls at or near the end of the economic life of the underlying asset, this criterion shall not be used for purposes of classifying the lease.

Current wording

Lease term — The lease term represents the major part of the remaining economic life of the underlying asset. This criterion is not applied when the lease commencement date occurs at or near the end of the asset’s economic life.

Previous wording

4)Minimum lease payments - The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the underlying asset.

Current wording

Present value of lease payments — The present value of the sum of the lease payments and any residual value guaranteed by the lessee (to the extent not already reflected in the lease payments) equals or exceeds substantially all of the fair value of the underlying asset.

Previous wording

5)Specialized nature - The underlying asset is of such specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

Current wording

Specialized nature — The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

Previous wording

The tests outlined above, as well as the resulting calculations, require subjective judgments, such as determining, at lease inception, the fair value of the underlying leased assets, the residual value of the assets at the end of the lease term, the likelihood a tenant will exercise some or all renewal options (in order to determine the lease term), the estimated remaining economic life of the leased assets, and an allocation of rental income received under our Master Leases to the underlying leased assets. A slight change in estimate or judgment can result in a materially different financial statement presentation and income recognition method.

Current wording

The classification evaluation described above, as well as the related calculations, requires significant judgment and the use of estimates. Key judgments and estimates include, among other things: (i) determining the fair value of the underlying leased assets at lease commencement, (ii) estimating the residual value of the assets at the end of the lease term, (iii) assessing the likelihood that tenants will exercise renewal options (which affects the determination of lease term), (iv) estimating the remaining economic life of the leased assets, and (v) allocating consideration and rental income received under master lease arrangements to the underlying leased assets. Changes in these estimates or judgments could result in a different lease classification and materially impact the presentation of our consolidated financial statements and income recognition method.

Previous wording

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our instruments subject to CECL. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD. The PD and LGD are estimated during the initial term of the instruments subject to CECL. The PD and LGD estimates were developed using current financial condition forecasts. The PD and LGD predictive model was developed using the average historical default rates and historical loss rates, respectively, of over 100,000 commercial real estate loans dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's instruments subject to CECL. Management will monitor the credit risk related to its instruments subject to CECL by obtaining the applicable rent and interest coverage on a periodic basis. The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant. We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease portfolio.

Current wording

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our instruments subject to CECL. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD. The PD and LGD are estimated during the initial term of the instruments subject to CECL. The PD and LGD estimates were developed using current financial condition forecasts. The PD and LGD predictive model was developed using the average historical default rates and historical loss rates, respectively, of over 100,000 commercial real estate loans dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's instruments subject to CECL. Management monitors the credit risk related to its instruments subject to CECL by obtaining the applicable rent coverage on a quarterly basis. The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant. We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease and loan portfolios.

Previous wording

We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Consolidated Statements of Income for the relevant period. Finally, each time the Company makes a new investment in an asset subject to ASC 326, we will be required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Consolidated Statement of Income for the relevant period. Changes in economic conditions and/or the underlying performance of the property contained within our leases accounted for as financing receivables impacts the assumptions utilized in the CECL reserve estimates. Changes in our assumptions could result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

Current wording

We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Consolidated Statements of Income for the relevant period. Finally, each time the Company makes a new investment in an asset subject to ASC 326, we will be required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Consolidated Statement of Income for the relevant period. Changes in economic probability factors, economic conditions and projections and/or the underlying performance of the property impacts the assumptions utilized in the CECL reserve estimates, which at times has historically had a significant impact on our results of operations. Changes in our assumptions could result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

Previous wording

Real estate investments primarily represent land and buildings leased to the Company's tenants. Real estate investments that we received in connection with the Spin-Off were contributed to us at PENN's historical carrying amount. We record the acquisition of real estate at fair value, including acquisition and closing costs. The cost of properties developed by GLPI includes costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful lives of the buildings and building improvements. If we used a shorter or longer estimated useful life, it could have a material impact on our results of operations.

Current wording

Real estate investments primarily represent land and buildings leased to the Company's tenants. Real estate investments that we received in connection with the Spin-Off were contributed to us at PENN's historical carrying amount. We record the acquisition of real estate at fair value, including acquisition and closing costs. The cost of properties developed by GLPI includes costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. The Company capitalizes interest on development projects by applying its weighted-average borrowing rate to qualifying construction expenditures incurred during the development period. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful lives of the buildings and building improvements. If we use a shorter or longer estimated useful life, it could have a material impact on our results of operations.

Previous wording

•Our leases contain variable rent that resets on varying schedules depending on the lease. The Company's percentage rent which is subject to adjustment was 5.0% of total cash rent in 2024 compared to 5.3% in 2023.

Current wording

•Our leases contain variable rent that resets on varying schedules depending on the lease. The Company's percentage rent which is subject to adjustment was 4.8% of total cash rent in 2025 compared to 5.0% in 2024.

Previous wording

FFO, AFFO and Adjusted EBITDA are non-GAAP financial measures that are considered supplemental measures for the real estate industry and a supplement to GAAP measures. The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from dispositions of property, net of tax and real estate depreciation. We define AFFO as FFO excluding, as applicable to the particular period, stock based compensation expense; the amortization of debt issuance costs; bond premiums and original issuance discounts; other depreciation; amortization of land rights; accretion on investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; property transfer tax recoveries; straight-line rent and deferred rent adjustments; losses on debt extinguishment; capitalized interest; and provision (benefit) for credit losses, net, reduced by capital maintenance expenditures. Finally, we define Adjusted EBITDA as net income excluding, as applicable to the particular period, interest, net; income tax expense; real estate depreciation; other depreciation; (gains) or losses from dispositions of property; stock based compensation expense; straight-line rent and deferred rent adjustments; amortization of land rights; accretion on Investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; property transfer tax recoveries; losses on debt extinguishment; and provision (benefit) for credit losses, net.

Current wording

FFO, AFFO and Adjusted EBITDA are non-GAAP financial measures that are considered supplemental measures for the real estate industry and a supplement to GAAP measures. The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from dispositions of property and real estate depreciation. We define AFFO as FFO excluding, as applicable to the particular period, stock based compensation expense; the amortization of debt issuance costs; bond premiums and original issuance discounts; other depreciation; amortization of land rights; accretion on investment in leases; non-cash adjustments to financing lease liabilities; straight-line rent and deferred rent adjustments; losses on debt extinguishment; severance charges, capitalized interest; and provision (benefit) for credit losses, net, reduced by capital maintenance expenditures. Finally, we define Adjusted EBITDA as net income excluding, as applicable to the particular period, interest, net; income tax expense; real estate depreciation; other depreciation; (gains) or losses from dispositions of property; stock based compensation expense; straight-line rent and deferred rent adjustments; amortization of land rights; accretion on Investment in leases; non-cash adjustments to financing lease liabilities; losses on debt extinguishment; severance charges and provision (benefit) for credit losses, net.

Previous wording

Net income, FFO, AFFO, and Adjusted EBITDA were $807.6 million, $1,062.1 million, $1,060.9 million and $1,374.3 million, respectively, for the year ended December 31, 2024. This compared to net income, FFO, AFFO, and Adjusted EBITDA, of $755.4 million, $1,015.8 million, $1,006.8 million and $1,307.1 million, respectively, for the year ended December 31, 2023. The increase in net income was primarily driven by a $91.2 million increase in income from real estate as explained below. This was partially offset by higher operating expenses of $29.2 million and higher interest expense, net of $9.9 million that are also discussed below. The Company also incurred higher income tax expense of $0.1 million for the year ended December 31, 2024.

Current wording

Net income, FFO, AFFO, and Adjusted EBITDA were $850.4 million, $1,114.2 million, $1,120.1 million and $1,466.9 million, respectively, for the year ended December 31, 2025. This compared to net income, FFO, AFFO, and Adjusted EBITDA, of $807.6 million, $1,062.1 million, $1,060.9 million and $1,374.3 million, respectively, for the year ended December 31, 2024. The increase in net income was primarily driven by a $63.2 million increase in income from real estate, as explained below. The Company had lower operating expenses of $7.6 million and higher other expenses of $28.0 million that are also discussed below.

Previous wording

Total income from real estate increased $91.2 million, or 6.3%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash income by $49.0 million. Current year results also benefited by $19.8 million from escalations on our leases. The Company also recognized favorable straight-line and deferred rent adjustments of $16.2 million compared to the corresponding period in the prior year, as well as higher accretion of $5.9 million on its Investment in leases, financing receivables. Finally, the Company had higher ground rent income of $0.3 million.

Current wording

Total income from real estate increased $63.2 million, or 4.1%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash income by $73.6 million. Current year results also benefited by $17.7 million from escalations on our leases and higher percentage rent of $2.3 million. The Company also recognized unfavorable straight-line and deferred rent adjustments of $33.6 million compared to the corresponding period in the prior year, as well as lower accretion of $0.6 million on its Investment in leases. Finally, the Company had higher ground rent income of $3.9 million.

Previous wording

Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases. Land rights and ground lease expense decreased by $0.4 million, or 0.9%, for the year ended December 31, 2024, as compared to the corresponding period in the prior year due to the acquisition of certain land that was previously subject to ground leases.

Current wording

Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases. Land rights and ground lease expense increased by $7.7 million, or 16.2%, for the year ended December 31, 2025, as compared to the corresponding period in the prior year due to the acquisition of assets in Bally's Master Lease II.

Previous wording

General and administrative expenses include items such as compensation costs (including stock-based compensation awards), professional services and costs associated with development activities. General and administrative expenses increased by $3.1 million, or 5.5%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The reason for the increase was due primarily from higher stock based compensation charges due to higher valuations on the Company's equity awards, franchise taxes and payroll costs.

Current wording

General and administrative expenses include items such as compensation costs (including stock-based compensation awards), professional services and costs associated with development activities. General and administrative expenses increased by $3.9 million, or 6.6%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The reason for the increase was due primarily from an executive severance charge of $6.3 million, partially offset by lower stock based compensation expense of $3.1 million due primarily from forfeitures from the executive awards.

Previous wording

Depreciation expense decreased by $2.7 million, or 1.0%, to $260.2 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to the certain assets being fully depreciated.

Current wording

Depreciation expense increased by $5.7 million, or 2.2%, to $265.9 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to its recent acquisitions.

Previous wording

For the year ended December 31, 2024, the Company recorded a $37.3 million provision for credit losses as compared to a $6.5 million provision in the corresponding period in the prior year. The primary reason for the increase was due to the initial establishment of reserves of $23.7 million on the Tropicana Las Vegas Lease which was reclassified from an operating lease to a sales type lease during 2024 and on new leases entered into during 2024. The additional increases in the provision for credit losses was due primarily from a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables. These values are estimated based on long term projections of the Commercial Real Estate Price Index which, as of December 31, 2024, declined relative to the corresponding period in the prior year.

Current wording

For the year ended December 31, 2025, the Company recorded a $8.7 million provision for credit losses as compared to a $37.3 million provision in the corresponding period in the prior year. The primary reason for the decrease were changes in estimates to property specific credit and performance metrics as well as changes in economic forecasts.

Previous wording

For the year ended December 31, 2024, the Company's interest expense increased by $43.5 million as compared to the corresponding period in the prior year. The increase was due to higher borrowing levels that partially funded our recent acquisitions as well as borrowings to prefund the upcoming $850 million bond maturing in June 2025. See Note 10 for additional information.

Current wording

For the year ended December 31, 2025, the Company's interest expense increased by $7.0 million as compared to the corresponding period in the prior year. The increase was due to higher borrowing levels that partially funded our recent acquisitions. See Note 10 for additional information.

Previous wording

Interest income for the year ended December 31, 2024 increased by $33.4 million due to higher average interest earning balances in the current year.

Current wording

Interest income for the year ended December 31, 2025 decreased by $17.2 million due to lower average interest earning balances in the current year.

Previous wording

Net cash provided by operating activities was $1,072.8 million and $1,009.4 million during the years ended December 31, 2024 and 2023, respectively. The increase in net cash provided by operating activities of $63.4 million for the year ended December 31, 2024 as compared to the prior year was primarily due to an increase in cash receipts from customers of $68.7 million along with an increase in interest income of $22.5 million, partially offset by increases in cash paid for interest of $20.1 million, cash paid for operating expenses of $4.4 million, cash paid to employees of $1.8 million and cash paid for taxes of $1.7 million. The increase in cash receipts collected from our customers for the year ended December 31, 2024, as compared to the corresponding period in the prior year, was due to the additions to and/or the full year impact of the Bally's Master Lease, the Bally's Master Lease II, the Third Amended and Restated Casino Queen Master Lease, the Pennsylvania Live! Master Lease, the Rockford Lease and Rockford Loan and the Tropicana Lease and as well as escalations incurred on our leases.

Current wording

Net cash provided by operating activities was $1,129.4 million and $1,072.8 million during the years ended December 31, 2025 and 2024, respectively. The increase in net cash provided by operating activities of $56.6 million for the year ended December 31, 2025 as compared to the prior year was primarily due to an increase in cash receipts from customers of $93.6 million along with an increase in interest income of $4.5 million, an increase in cash received on terminated interest rate swaps of $1.0 million and a decrease in cash paid for taxes of $1.3 million, partially offset by increases in cash paid for interest of $27.0 million, cash paid for operating expenses of $13.1 million, and cash paid to employees of $3.4 million. The increase in cash receipts collected from our customers for the year ended December 31, 2025, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions and lease escalations and the increase in interest paid was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.

Previous wording

Investing activities used net cash of $1,605.9 million and $650.8 million during the years ended December 31, 2024 and 2023, respectively. Net cash used in investing activities during the year ended December 31, 2024 consisted primarily of $844.3 million for the acquisition of the real estate assets of Bally's Kansas City and Shreveport properties which were added to the Bally's Master Lease II, for the acquisition of real estate for the Bally's Chicago development project, the Belle landside development project and the real estate assets contained within the Tioga Downs Lease and Strategic Gaming Leases which were accounted for as Investment in leases, financing receivables. The Company had real estate loan originations of $125.2 million, $48.6 million for the demolition funding related to the development project at the Tropicana site, the purchase of zero coupon U.S. Treasury Bills totaling $891.0 million, and capital expenditures equal to $39.7 million, partially offset by the maturity of zero coupon U.S. Treasury Bills totaling $341.0 million and the proceeds from a tax refund related to a previous acquisition of $1.8 million. Net cash used in investing activities during the year ended December 31, 2023 consisted primarily of $412.3 million for the acquisition of the real estate assets of Bally's Tiverton, RI and Hard Rock Biloxi, MS properties (which was net of the $200 million deposit paid in the prior year) which were added to the Bally's Master Lease, $32.7 million and $1.8 million for the acquisition of the real estate assets of the Casino Queen Marquette, IA and two building assets at The Belle, respectively, which were added to the Third Amended and Restated Casino Queen Master Lease, and $7.6 million and $8.7 million for land in Joliet, IL and Aurora, IL, respectively. The Company also incurred capital expenditures equal to $47.4 million for the development project at Hollywood Casino Baton Rouge. The Company also acquired land for $100.2 million associated with the Rockford Lease which was accounted for as an Investment in lease, financing receivables and $40.0 million in fundings for the Rockford Loan.

Current wording

Investing activities used net cash of $308.8 million for the year ended December 31, 2025 and $1,605.9 million during the year ended December 31, 2024, respectively. Net cash used by investing activities during the year ended December 31, 2025 primarily consisted of the maturity of zero coupon U.S. Treasury Bills totaling $550.0 million, partially offset by Ione Loan and Dry Creek Loan fundings of $85.3 million, $285.0 million for the acquisition of the real estate assets for the new M Resort tower and the Joliet landside project, and capital expenditures of $304.4 million primarily related to the funding of development projects and $184.1 million for the real estate assets contained within Strategic Gaming Lease for Sunland Park which was accounted for as Investment in leases, financing receivables. Net cash used in investing activities during the year ended December 31, 2024 consisted primarily of $844.3 million for the acquisition of the real estate assets of Bally's Kansas City and Shreveport properties which were added to the Bally's Master Lease II, the acquisition of real estate for Bally's Chicago, the Belle landside development project and the real estate assets contained within the Tioga Downs Lease and Strategic Gaming Leases which were accounted for as Investment in leases, financing receivables. The Company had real estate loan originations of $125.2 million, $48.6 million for the demolition funding related to the development project at the Tropicana site, the purchase of zero coupon U.S. Treasury Bills totaling $891.0 million, and capital expenditures equal to $39.7 million, partially offset by the maturity of zero coupon U.S. Treasury Bills totaling $341.0 million and the proceeds from a tax refund related to a previous acquisition of $1.8 million.

Previous wording

Financing activities provided net cash of $311.8 million and $86.4 million during the years ended December 31, 2024 and December 31, 2023, respectively. Net cash provided by financing activities for the year ended December 31, 2024 was driven by $1,521.9 million of proceeds from the issuance of long-term debt and $148.2 million of net proceeds from the issuance of common stock. This was offset by repayments of long term debt of $463.6 million, dividend payments of $830.7 million, non-controlling interest distributions of $24.6 million, financing costs of $24.7 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million. Net cash provided by financing activities for the year ended December 31, 2023 was driven by the repayment of long term debt of $585.1 million, dividend payments of $834.0 million, non-controlling interest distributions of $24.1 million, financing costs of $4.0 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $13.4 million. These items were partially offset by $1,077.8 million of proceeds from the issuance of long-term debt and $469.2 million of net proceeds from the issuance of common stock.

Current wording

Financing activities used net cash of $1,059.0 million and provided net cash of $311.8 million during the years ended December 31, 2025 and December 31, 2024, respectively. Net cash used by financing activities for the year ended December 31, 2025 was driven by repayments of long term debt of $1,826.0 million, dividend payments of $871.9 million, non-controlling interest distributions of $25.8 million, financing costs of $15.4 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.8 million. These items were partially offset by $1,292.2 million of proceeds from the issuance of long-term debt and $402.8 million of net proceeds from the issuance of common stock. Net cash provided by financing activities for the year ended December 31, 2024 was driven by $1,521.9 million of proceeds from the issuance of long-term debt and $148.2 million of net proceeds from the issuance of common stock. These items were partially offset by the repayment of long term debt of $463.6 million, dividend payments of $830.7 million, non-controlling interest distributions of $24.6 million, financing costs of $24.7 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million.

Previous wording

During the years ended December 31, 2024 and 2023 we spent approximately $0.1 million and $0.1 million respectively, for capital maintenance expenditures. Our tenants are responsible for capital maintenance expenditures at our leased properties. However, during the years ended December 31, 2024 and 2023, we incurred $39.6 million and $47.4 million, respectively, on capital project expenditures primarily related to landside development projects at Hollywood Casino Baton Rouge and the Belle of Baron Rouge.

Current wording

During the years ended December 31, 2025 and 2024, we spent approximately $304.4 million and $39.6 million, respectively, on capital project expenditures primarily related to development projects at Bally's Chicago, Casino Queen Marquette and Bally's Baton Rouge.

Previous wording

Senior Unsecured Credit Agreement and Amended Credit Agreement

Current wording

Senior Unsecured Credit Agreement

Previous wording

The amendment also provides GLP with the right to elect to re-allocate up to $1.04 billion in existing revolving commitments under the Second Amended Credit Agreement to one or more new revolving credit facilities (“Amended Bridge Revolving Facility” and, collectively, the "Amended Bridge Revolving Facilities"). Loans under any Amended Bridge Revolving Facility are subject to 1% amortization per annum. Amounts repaid under any Amended Bridge Revolving Facility cannot be reborrowed and the corresponding commitments are automatically re-allocated to the existing revolving facility.

Current wording

In addition, the Amended Credit Agreement provides GLP Capital with the right to elect to re-allocate up to $1.04 billion in existing revolving commitments under the Amended Credit Agreement to one or more new revolving credit facilities (“Amended Bridge Revolving Facility” and, collectively, the "Amended Bridge Revolving Facilities"). Loans under any Amended Bridge Revolving Facility are subject to 1% amortization per annum. Amounts repaid under any Amended Bridge Revolving Facility cannot be reborrowed and the corresponding commitments are automatically re-allocated to the existing revolving facility.

Previous wording

Amended Bridge Revolving Facilities are intended to be used solely to fund cash distributions to third-party contributors in connection with their contribution of one or more properties to GLP. GLP’s ability to borrow under any Amended Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP’s financial covenants, as well as the receipt by the Agent of a satisfactory conditional guarantee of the loans under the applicable Amended Bridge Revolving Facility by the applicable contributor or its affiliate, subject to the prior enforcement of all remedies against GLP Capital, GLPI and other applicable sources other than such guarantor. Loans under the Amended Bridge Revolving Facility will not be treated pro rata with loans under the existing revolving credit facility.

Current wording

Amended Bridge Revolving Facilities are intended to be used solely to fund cash distributions to third-party contributors in connection with their contribution of one or more properties to GLP Capital. GLP Capital’s ability to borrow under any Amended Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP Capital’s financial covenants, as well as the receipt by the Agent of a satisfactory conditional guarantee of the loans under the applicable Amended Bridge Revolving Facility by the applicable contributor or its affiliate, subject to the prior enforcement of all remedies against GLP Capital, GLPI and other applicable sources other than such guarantor. Loans under the Amended Bridge Revolving Facility will not be treated pro rata with loans under the existing revolving credit facility.

Previous wording

At December 31, 2024, $332.5 million was outstanding under the Second Amended Credit Agreement. Additionally, at December 31, 2024, the Company was contingently obligated under letters of credit issued pursuant to the Second Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,757.2 million of available borrowing capacity under the Second Amended Credit Agreement as of December 31, 2024.

Current wording

At December 31, 2025, $331.6 million was outstanding under the Amended Credit Agreement. Additionally, at December 31, 2025, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,758.0 million of available borrowing capacity under the Amended Credit Agreement as of December 31, 2025.

Previous wording

The interest rates payable on the loans borrowed under the Second Amended Credit Agreement are, at GLP Capital's option, equal to either a SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725% to 1.40% per annum for SOFR loans and 0.0% to 0.4% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Second Amended Credit Agreement. The current applicable margin is 1.05% for SOFR loans and 0.05% for base rate loans. Notwithstanding the foregoing, in no event shall the base rate be less than 1.00%. In addition, GLP Capital will pay a facility fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Second Amended Credit Agreement from time to time. The current facility fee rate is 0.25%. The Second Amended Credit Agreement is not subject to amortization except with respect to any Amended Bridge Revolving Facility. GLP Capital is not required to repay any loans under the Second Amended Credit Agreement prior to maturity except as set forth above with respect to the Amended Bridge Revolving Facility. GLP Capital may prepay all or any portion of the loans under the Second Amended Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow loans that it has repaid. Subject to customary conditions, including pro forma compliance with financial covenants, GLP Capital can obtain additional term loan commitments and incur incremental term loans or revolving commitments, and outstanding bridge revolving loans shall not exceed $3.5 billion outstanding under the Second Amended Credit Agreement. There is currently no commitment in respect of such incremental loans and commitments.

Current wording

The interest rates payable on the loans borrowed under the Amended Credit Agreement are, at GLP Capital's option, equal to either a SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725% to 1.40% per annum for SOFR loans and 0.0% to 0.4% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Amended Credit Agreement. The current applicable margin is 1.05% for SOFR loans and 0.05% for base rate loans. Notwithstanding the foregoing, in no event shall the base rate be less than 1.00%. In addition, GLP Capital will pay a facility fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Amended Credit Agreement from time to time. The current facility fee rate is 0.25%. The Amended Credit Agreement is not subject to amortization. GLP Capital is not required to repay any loans under the Amended Credit Agreement prior to maturity. GLP Capital may prepay all or any portion of the loans under the Amended Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow loans that it has repaid. Subject to customary conditions, including pro forma compliance with financial covenants, GLP Capital can obtain additional term loan commitments and incur incremental term loans or revolving commitments, and outstanding bridge revolving loans shall not exceed $3.5 billion outstanding under the Amended Credit Agreement. There is currently no commitment in respect of such incremental loans and commitments. The weighted average interest rate under the Amended Credit Agreement at December 31, 2025 was 5.02%.

Previous wording

The Second Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and make other restricted payments. The Second Amended Credit Agreement includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults. The Second Amended Credit Agreement also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Amended PENN Master Lease (subject to certain replacement rights). The occurrence and continuance of an event of default under the Second Amended Credit Agreement will enable the lenders under the Second Amended Credit Agreement to accelerate the loans and terminate the commitments thereunder. At December 31, 2024, the Company was in compliance with all required financial covenants under the Second Amended Credit Agreement.

Current wording

The Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and make other restricted payments. The Amended Credit Agreement includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults. The Amended Credit Agreement also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Amended PENN Master Lease (subject to certain replacement rights). The occurrence and continuance of an event of default under the Amended Credit Agreement will enable the lenders under the Amended Credit Agreement to accelerate the loans and terminate the commitments thereunder. At December 31, 2025, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

Previous wording

On September 2, 2022, GLP Capital entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (“Term Loan Agent”), and the other agents and lenders party thereto from time to time, providing for a $600 million delayed draw credit facility with a maturity date of September 2, 2027 (the “Term Loan Credit Facility”). The Term Loan Credit Facility is guaranteed by GLPI.

Current wording

On September 2, 2022, GLP Capital entered into a term loan credit agreement (the "Term Loan Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent (the "Term Loan Agent"), and the other agents and lenders party thereto from time to time, providing for a $600 million delayed draw credit facility with a maturity date of September 2, 2027 (the "Term Loan Credit Facility"). The Term Loan Credit Facility is guaranteed by GLPI.

Previous wording

The availability of loans under the Term Loan Credit Facility is subject to customary conditions, including pro forma compliance with financial covenants, and the receipt by Term Loan Agent of a conditional guarantee of the Term Loan Credit Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s. The loans under the Term Loan Credit Facility may be used solely to finance a portion of the purchase price of the acquisition of one or more specified properties of Bally’s in one or a series of related transactions (the “Acquisition”) and to pay fees, costs and expenses incurred in connection therewith. The Company drew down the entire $600 million Term Loan Credit Facility on January 3, 2023 in connection with the acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton.

Current wording

The availability of loans under the Term Loan Credit Facility is subject to customary conditions, including pro forma compliance with financial covenants, and the receipt by Term Loan Agent of a conditional guarantee of the Term Loan Credit Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s. The loans under the Term Loan Credit Facility may be used solely to finance a portion of the purchase price of the acquisition of one or more specified properties of Bally’s in one or a series of related transactions and to pay fees, costs and expenses incurred in connection therewith. The Company drew down the entire $600 million Term Loan Credit Facility on January 3, 2023 in connection with the acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton.

Previous wording

The interest rates per annum applicable to loans under the Term Loan Credit Facility are, at GLP Capital's option, equal to either a Secured Overnight Financing Rate ("SOFR") based rate or a base rate plus an applicable margin, which ranges from 0.85% to 1.7% per annum for SOFR loans and 0.0% to 0.7% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Term Loan Credit Facility. The current applicable margin is 1.30% for SOFR loans and 0.30% for base rate loans. In addition, GLP Capital will pay a commitment fee on the unused commitments under the Term Loan Credit Facility at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit ratings assigned to the Credit Facility from time to time. The current commitment fee rate is 0.25%. The weighted average interest rate under the Term Loan Credit Facility at December 31, 2024 was 5.68%.

Current wording

The interest rates per annum applicable to loans under the Term Loan Credit Facility are, at GLP Capital's option, equal to either a Secured Overnight Financing Rate ("SOFR") based rate or a base rate plus an applicable margin, which ranges from 0.85% to 1.7% per annum for SOFR loans and 0.0% to 0.7% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Term Loan Credit Facility. The current applicable margin is 1.30% for SOFR loans and 0.30% for base rate loans. In addition, GLP Capital will pay a commitment fee on the unused commitments under the Term Loan Credit Facility at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit ratings assigned to the Credit Facility from time to time. The current commitment fee rate is 0.25%. The weighted average interest rate under the Term Loan Credit Facility at December 31, 2025 was 5.02%.

Previous wording

The Term Loan Credit Facility is not subject to interim amortization. GLP Capital is not required to repay any loans under the Term Loan Credit Facility prior to maturity. GLP Capital may prepay all or any portion of the loans under the Term Loan Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders, and may reborrow loans that it has repaid. Unused commitments under the Term Loan Credit Facility automatically terminated on August 31, 2023.

Current wording

The Term Loan Credit Facility is not subject to interim amortization. GLP Capital is not required to repay any loans under the Term Loan Credit Facility prior to maturity. GLP Capital may prepay all or any portion of the loans under the Term Loan Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders, and may reborrow loans that it has repaid.

Previous wording

At December 31, 2024, the Company had $6,875.0 million of outstanding senior unsecured notes (the "Senior Notes"). Each of the Company's Senior Notes contain covenants limiting the Company’s ability to: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the Amended PENN Master Lease. The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

Current wording

At December 31, 2025, the Company had $6,350.0 million of outstanding senior unsecured notes (the "Senior Notes"). Each of the Company's Senior Notes contain covenants limiting the Company’s ability to: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the Amended PENN Master Lease. The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.