Gaming & Leisure Properties, Inc.

Risk factors that affect our business and financial results are discussed in Part I, "Item 1A. Risk Factors," of our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected. There have been no material changes to the risk factors disclosed in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, except as set forth in our Q2 Form 10-Q and below.

Deterioration in the financial condition or liquidity of Bally’s Corporation could adversely affect its ability to satisfy its obligations to us and could adversely affect our investments in properties leased to Bally’s and its affiliates.

Bally’s Corporation and its affiliates are significant tenants of the Company. For the three months ended September 30, 2026, 19.4% of our total cash income was derived from our leases with Bally’s Corporation and its affiliates. As of September 30, 2026, our portfolio included the real property associated with 16 gaming and related facilities operated by Bally’s Corporation, and we had funded $640.7 million of our commitment to fund up to $940.0 million of real estate construction costs for Bally’s Chicago, which remains under development and on which rent is being paid to us monthly but the recognition of rental income is being deferred, for accounting purposes, until the project is completed.

In May 2026, the lenders under Bally’s Corporation’s revolving credit facility conditionally waived compliance with its consolidated net leverage ratio covenant through the delivery of its compliance certificate for the quarter ending March 31, 2027. The waiver remains subject to Bally’s Corporation’s ongoing satisfaction of certain liquidity maintenance requirements, among other conditions. In August 2026, Bally’s Corporation disclosed that, based on its then-current forecasts and excluding financings it was pursuing, it did not project that it would satisfy the liquidity maintenance requirement or the consolidated net leverage ratio covenant once reinstated, and that these conditions raise substantial doubt about its ability to continue as a going concern. If Bally’s Corporation fails to satisfy the waiver conditions or any applicable covenants, absent an additional waiver, its lenders could accelerate the indebtedness under its credit agreement, which could have a material adverse effect on its business, financial condition and results of operations and increase the risk that Bally’s Corporation could become insolvent or seek protection under applicable bankruptcy laws.

In that event, Bally’s Corporation may be unable to satisfy its rental and other obligations to us, we may be required to terminate leases with Bally's Corporation and reposition our properties with new tenants and/or complete ongoing development projects. In a bankruptcy proceeding, Bally’s Corporation could seek to reject one or more of its leases with us, in which case our claim for damages would be limited under the U.S. Bankruptcy Code and may not be fully recoverable. Because our properties are special-purpose gaming facilities and any replacement operator would be required to obtain applicable gaming licenses and approvals, we may be unable to re-lease affected properties in a timely manner, which could impact our collection of rent. Any of the foregoing could require us to record additional provisions for credit losses or impairment charges and could have a material adverse effect on our results of operations, cash flows and ability to make distributions to our shareholders.