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VICI PROPERTIES INC.

For the period ended Dec 31, 2025. Filed Feb 25, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 25, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-20.

0001705696-25-000033

Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-25.

0001705696-26-000034

Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 170 previous paragraphs and 161 current paragraphs.

82 unchanged; 52 reworded; 24 added; 32 removed; 4 previous and 3 current paragraphs rearranged.

Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (24)

Current report

•Total revenues increased 4.1% year-over-year to $4.0 billion.

Current report

•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. Sartini, current chairman and chief executive officer of Golden, with an initial annual rent of $87.0 million.

Current report

•PENN Lease Combination. On December 4, 2025, we and PENN combined the existing individual leases with respect to the Hollywood Casino at Greektown (the “Greektown Lease”) in Detroit, Michigan, and the Margaritaville Resort Casino (the “Margaritaville Lease”) in Bossier City, Louisiana, into one master lease for both properties (the “PENN Master Lease”). The PENN Master Lease has total annual rent equal to $80.7 million (the “Combined Rent”), representing the combined annual rent amounts under the Greektown Lease and the Margaritaville Lease as of December 4, 2025. There was no change to the aggregate amount of rent collected by us as a result of the combination. Annual rent escalation on the Combined Rent will occur on June 1 of each year based on the following construct: on June 1, 2026, the Combined Rent will escalate at a fixed 1.0%, and beginning on June 1, 2027, and for each year thereafter, the Combined Rent will escalate at 1.0% if the minimum net revenue to rent ratio (the “Minimum Ratio”) is achieved. The Minimum Ratio will be set as of June 1, 2026 and will be based on the sum of net revenues generated by the two assets over the performance period from June 1, 2025 to May 31, 2026, divided by the Combined Rent. The PENN Master Lease has an initial maturity on May 23, 2034 with four 5-year tenant renewal options. The existing guarantor under the Greektown Lease and Margaritaville Lease remains the same for the PENN Master Lease with PENN continuing to guarantee all obligations.

Current report

•Golden Entertainment Transaction. On November 6, 2025, we announced that we entered into an agreement to acquire 100% of the land, real property and improvements of seven casino properties (the “Golden Portfolio”) from Golden for $1.16 billion and to enter into the Golden Master Lease with a newly formed entity that will be owned and controlled by Blake L. Sartini, current chairman and chief executive officer of Golden, which entity will acquire the operating business of Golden in connection with the closing of the transaction. The Golden Portfolio includes: The STRAT Hotel, Casino & Tower on the North Las Vegas Strip; Arizona Charlie’s Decatur and Arizona Charlie’s Boulder in the Las Vegas Locals market; Aquarius Casino Resort and Edgewater Casino Resort in Laughlin, Nevada; and Pahrump Nugget Hotel & Casino and Lakeside RV Park & Casino in Pahrump, Nevada. The Golden Portfolio features approximately 362,000 square feet of casino space, over 6,000 hotel rooms, 4,306 slot machines and 78 table games.

Current report

The Golden Master Lease will have an initial total annual rent of $87.0 million and an initial term of 30 years, with four 5-year tenant renewal options. Rent under the Golden Master Lease will escalate annually at 2.0% beginning in Lease Year 3. The obligations of Golden OpCo under the Golden Master Lease will be guaranteed by a holding company that is owned and controlled by Mr. Sartini and owns all of the gaming and operating assets of Golden, with additional credit support provided by financial covenants within the lease. Golden shareholders will receive approximately 24.3 million shares of newly issued VICI stock in exchange for the outstanding shares of Golden stock, which represents an agreed-upon exchange ratio of 0.902 per share of Golden’s common stock based on VICI’s 10-day volume weighted average price as of November 5, 2025, as well as cash consideration that is payable by an affiliate of the Golden OpCo. In connection with the transaction, we will assume and immediately retire Golden’s outstanding $426.0 million of debt using a combination of cash on hand, net proceeds available pursuant to forward sale agreements and/or drawing down funds available under our revolving credit facility. We do not expect to require additional financing, including capital markets activity, to complete the transaction. The transaction is expected to close in mid-2026, subject to the approval of the Golden stockholders, as well as customary closing conditions and regulatory approvals.

Current report

•Northfield Park Severance Lease. On October 16, 2025, we announced that, in connection with MGM’s agreement to sell the operations of Northfield Park (“Northfield Park”), located in Northfield, Ohio, to an affiliate of funds managed by Clairvest Group Inc. (“Clairvest”), we agreed to enter into (i) a new triple-net lease agreement with an affiliate of Clairvest with respect to the real property of Northfield Park (“Northfield Park Lease”) and (ii) an amendment to the existing MGM Master Lease in order to account for MGM’s divestiture of the operations of Northfield Park and to reduce the annual base rent under the MGM Master Lease by the initial base rent under the Northfield Park Lease. The Northfield Park Lease will have an initial annual base rent of $53.0 million (or $54.0 million if the transaction closes on or after May 1, 2026 to reflect the 2.0% annual escalation provided under the MGM Master Lease). Upon closing, the Northfield Park Lease will begin a new 25-year lease term with three 10-year tenant renewal options, with other economic terms substantially similar to the MGM Master Lease, including escalation of 2.0% per annum (with escalation equal to the greater of 2.0% and the change in CPI (capped at 3.0%) beginning at the same time as the MGM Master Lease in 2032) and a minimum capital expenditure requirement equal to 1.0% of annual net revenue. The Northfield Park Lease will be guaranteed by an affiliate of funds managed by Clairvest that will own the operations of Northfield Park. The transaction is subject to customary closing conditions and regulatory approvals and is expected to be completed in the first half of 2026.

Current report

•North Fork Casino Loan. On April 4, 2025, we provided a commitment of up to $510.0 million of a $725.0 million delayed draw term loan facility (the “Term Loan Arrangement”) to the North Fork Rancheria Economic Development Authority, a wholly owned entity of the North Fork Rancheria of Mono Indians of California. Proceeds from the Term Loan Arrangement will be used for the development of the North Fork Mono Casino & Resort (“North Fork”) located near Madera, California, which will be developed and managed by affiliates of Red Rock Resorts, Inc. (“Red Rock Resorts”). The Term Loan Arrangement consists of a $340.0 million Term Loan A, of which we have committed up to $125.0 million, and a $385.0 million Term Loan B, of which we have committed up to the full $385.0 million, for a total commitment of $510.0 million. The Term Loan A has an initial term of five years and the Term Loan B has an initial term of six years. The project is expected to be funded in accordance with a construction draw schedule and is expected to be completed in the second half of 2026.

Current report

Our tenants’ and borrowers’ business strategies and their ability to execute their business plans effectively, including in response to evolving competitive, regulatory and consumer dynamics, may also impact our performance, especially over the long-term. The gaming industry continues to experience intensifying competition from multiple sources, including the expansion of gaming in new jurisdictions, the growth of internet gaming, sports betting and other alternatives and accompanying regulatory developments, and evolving consumer preferences and behaviors. Other experiential industries also face varying degrees of competition and other emerging developments that require strategic engagement.

Current report

The degree to which individual operators successfully execute their business plans, including navigating these competitive challenges, varies significantly. Strategies that lack sufficient investment in revenue growth, marketing and customer reinvestment, product offering and amenity enhancements, and competitive positioning may result in performance declines over time. These strategic decisions by our tenants and borrowers regarding, among other things, capital allocation, property improvements, technology investments, and marketing, and their ability to successfully implement such initiatives, may influence their ability to maintain market position and financial performance, which in turn may affect their ability to fulfill their contractual obligations pursuant to our lease and loan agreements, as applicable, and therefore, the value of our properties and our overall financial performance.

Current report

Pursuant to our portfolio and asset management function, we monitor all of our tenants’ performance at our properties, as well as our borrowers’ performance under our investments, on an ongoing basis to evaluate the near-term financial health of these assets and investments and seek to ensure their long-term viability. Through these efforts, we have observed, and Caesars management has publicly reported, declining profitability of their operations at certain properties we lease to Caesars under the Caesars Regional Master Lease. Accordingly, we continue to evaluate Caesars’ financial performance and ability to maintain compliance with the terms of the Caesars Regional Master Lease.

Current report

We believe we remain structurally insulated from short-term operational and financial disruptions in light of the Caesars Regional Master Lease’s remaining nine years in its initial lease term with an initial maturity in July 2035. This is further reinforced by the contractual parent guarantee, pursuant to which Caesars Entertainment, Inc. guarantees throughout the entire lease term the prompt and complete payment and performance in full of all monetary and non-monetary obligations of the tenants under the Caesars leases. However, Caesars’ continued underperformance within the regional portfolio leased from VICI and related market narratives have, and may continue to have, an adverse effect on our stock performance and, accordingly, our cost of capital. In particular, market commentary has arisen regarding the potential impact of such performance trends, including questions from investors and analysts regarding, among other things, the long-term viability of the Caesars Regional Master Lease and potential modifications to address such concerns.

Current report

A core component of our asset management function is active engagement and discussion with our tenants regarding matters of strategic importance, including with respect to our tenants’ operations and financial performance at our properties. Our framework with respect to how we approach discussions with our tenants regarding any strategic matter is to consider such matter in light of our long-term economic interests and the interests of our shareholders.

Current report

Following this framework, we have engaged in preliminary discussions with Caesars regarding its recent operating performance and the Caesars Regional Master Lease and may continue to do so from time to time. There can be no assurance that these or future discussions will result in any particular outcome or as to the scope, terms or parameters of any such outcome, including with respect to the Caesars Regional Master Lease and our other contractual arrangements with Caesars, or as to the impact of any of the foregoing on us.

Current report

For more information, refer to “Financial difficulties experienced by any of our tenants, borrowers or guarantors, including their potential bankruptcy or insolvency, could result in defaults under, or requests to modify or terminate, their lease agreements, related guarantees or loan agreements, or otherwise have a material adverse effect on our business.” in “Part I – Item 1A. Risk Factors” included in this Annual Report on Form 10-K.

Current report

•Proceeds from the partial repayment of certain debt investments and deferred fees in the amount of$27.5 million;

Current report

•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;

Current report

•Draws of $426.0 million and repayments of $439.9 million on our Revolving Credit Facility;

Current report

•Net proceeds of $375.3 million from the physical settlement of 12,101,372 forward shares under our ATM Program;

Current report

•Distributions of $32.2 million to non-controlling interests;
Removed paragraphs (32)

Previous report

•Total revenues increased 6.6% year-over-year to $3.8 billion.

Previous report

•Invested $411.8 million through our Partner Property Growth Fund adding $33.2 million in annualized rent to our portfolio.

Previous report

•Indigenous Gaming Partners - PURE Lease Assignment. 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.

Previous report

In connection with the assignment of the PURE Master Lease, we received a 5-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.

Previous report

•Venetian Capital Investment. 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 up to $700.0 million of funding through our Partner Property Growth Fund strategy is comprised of $400.0 million that has already been funded and an incremental $300.0 million that the Venetian Resort will have the option, but not the obligation, to draw in whole or in part until November 1, 2026. The initial $400.0 million investment was funded based on a fixed schedule: $100.0 million was funded in the second quarter of 2024, $150.0 million was funded in the third quarter of 2024 and $150.0 million was funded on October 1, 2024. The previous Property Growth Fund Agreement entered into with the tenant in connection with the Venetian Resort acquisition providing for up to $1.0 billion of future development and construction project funding was terminated on May 1, 2024 concurrently with the entry into the agreement to fund the Venetian Capital Investment.

Previous report

In connection with the Venetian Capital Investment, annual rent under the Venetian Lease will increase commencing on the first day of the quarter immediately following each capital funding at a 7.25% yield (the “Incremental Venetian Rent”). In addition to any increase pursuant to the Incremental Venetian Rent, annual rent under the Venetian Lease will begin escalating annually at 2.0% on March 1, 2029 and, commencing on March 1, 2031, will begin escalating on the same terms as the rest of the rent payable under the Venetian Lease with annual escalation equal to the greater of 2.0% or CPI, capped at 3.0%. The aggregate annual rent under the Venetian Lease increased by $29.0 million as a result of the $400.0 million of funding under the Venetian Capital Investment.

Previous report

(1) In connection with the Great Wolf Mezzanine Loan, the $79.5 million mezzanine loan for Great Wolf Lodge Maryland was repaid in full.

Previous report

(2) Simultaneous with entering into the loan agreement, we entered into a call right agreement that provides us with a call option on (i) the Margaritaville Resort, (ii) the new Homefield Kansas City youth sports training facility, (iii) the new Homefield baseball center, and (iv) the existing Homefield youth sports complex in Olathe, Kansas. We also received a right of first refusal to acquire the real estate of any future Homefield property, should Homefield elect to monetize such assets in a sale-leaseback transaction. If the call option is exercised, all of the properties, including the Margaritaville Resort, will be subject to a single long-term triple-net master lease with us.

Previous report

◦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.

Previous report

With respect to our lease agreements, which generally provide for annual rent escalation based on a specified percentage increase and/or increases in CPI, we expect that current inflation levels will result in additional rent increases over time under our CPI-based lease provisions (subject to any applicable caps or periods in which such provisions do not apply). However, these rent increases may not match increasing inflation during periods when inflation rates are greater than the applicable CPI- based caps.

Previous report

Other income increased $4.1 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was driven primarily by the additional income as a result of the assumption of certain ground leases in connection with the closing of the acquisition of the Rocky Gap Casino in July 2023 and the sale-leaseback transaction with Chelsea Piers in December 2023. We determined that we are the primary obligor of the respective ground and use leases and, accordingly, record the related income and expense on a gross basis on our Income Statement. 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.

Previous report

Other expenses increased $4.1 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was driven primarily by the additional expense as a result of the assumption of certain ground leases in connection with the closing of the acquisition of the Rocky Gap Casino in July 2023 and the sale-leaseback transaction with Chelsea Piers in December 2023. We determined we are the primary obligor of the respective ground and use leases and, accordingly, record the related income and expense on a gross basis on our Income Statement. 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.

Previous report

Income from unconsolidated affiliate during the year ended December 31, 2023 represents our 50.1% share of the income of the MGM Grand/Mandalay Bay JV for the period from January 1, 2023 through January 8, 2023, immediately prior to the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition (as defined in Note 3 - Real Estate Transactions). Beginning on January 9, 2023, upon the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition, we consolidated the operations of the MGM Grand/Mandalay Bay JV and, subsequently, such income is included in Income from sales-type lease on our Statement of Operations and, accordingly, no Income from unconsolidated affiliate was recognized for the year ended December 31, 2024.

Previous report

Interest expense increased $8.0 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily related to an increase in debt outstanding from the (i) C$140.0 million, C$75.0 million and £14.5 million draws on the 2022 Revolving Credit Facility to finance the acquisition of the PURE Canadian Portfolio in January 2023, the acquisition of the Canadian portfolio component of the Century Master Lease in September 2023 and the Cabot Highlands loan in December 2023, respectively, partially offset by C$27.0 million of principal paydowns under the 2022 Revolving Credit Facility, and (ii) assumption of $3.0 billion aggregate principal amount of CMBS debt on January 9, 2023, in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition, the combination of which resulted in an additional $3.2 billion in notional amount of debt in 2024 compared to 2023.

Previous report

(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.

Previous report

•Net payments of$1,266.9 million, including acquisition costs, in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition;

Previous report

•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;

Previous report

•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;

Previous report

•Maturities of short-term investments, net of investments of$217.3 million;

Previous report

•Net proceeds of $2,480.1 million from the issuance of an aggregate 79,065,750 shares of our common stock pursuant to the full physical settlement of certain of our forward sale agreements, net of equity offering costs paid in the current year;

Previous report

•Draws of $419.1 million in aggregate on our 2022 Revolving Credit Facility and subsequent paydown of $250.0 million on our 2022 Revolving Credit Facility;

Previous report

•Distributions of $28.6 million to non-controlling interests; and
Reworded paragraphs (52)

Previous wording

•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.

Current wording

•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.

Previous wording

•AFFO increased 8.4% year-over-year to $2.4 billion and AFFO per diluted share increased 5.1% to $2.26.

Current wording

•AFFO increased 6.6% year-over-year to $2.5 billion and AFFO per diluted share increased 5.1% to $2.38.

Previous wording

•Originated three debt investments totaling $365.0 million of commitments.

Current wording

•Made three real estate debt investments totaling $966.0 million of commitments.

Previous wording

◦Funded new and existing loan commitments totaling $579.1 million.

Current wording

◦Funded new and existing loan commitments totaling $883.4 million.

Previous wording

•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.

Current wording

•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.

Previous wording

•Issued $1,050.0 million and $750.0 million of investment grade senior notes in March and December 2024, respectively, to refinance existing debt.

Current wording

•Issued $1,300.0 million of investment grade senior unsecured notes in April 2025 to refinance existing debt.

Previous wording

•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.

Current wording

•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.

Previous wording

•One Beverly Hills Mezzanine Loan. 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. 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.

Current wording

•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. On June 23, 2025, we purchased an additional $150.0 million interest in the existing mezzanine loan, concurrent with a commensurate increase in the total size of the mezzanine loan. 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. Construction of the development has commenced and is expected to be completed in phases in 2028.

Previous wording

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).

Current wording

The mezzanine loan has an initial maturity in March 2026 and one 12-month extension option, subject to certain conditions. Under the provisions of the existing mezzanine loan, interest is paid-in-kind and added to the outstanding principal balance. 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).

Previous wording

•At-The-Market Offering Programs. 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. We did not initially receive any proceeds from the sale of the shares of common stock under the ATM Program, which were sold to the underwriters by the forward purchasers or their respective affiliates. In 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.

Current wording

•At-The-Market Offering Programs. 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. We did not initially receive any proceeds from the sale of the shares of common stock under the ATM Program, which were sold to the underwriters by the forward purchasers or their respective affiliates. In 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.

Previous wording

◦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”). 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.

Current wording

•Senior Unsecured Notes Offering. 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. We used the net proceeds of the offering to redeem $800.0 million in aggregate principal amount of 4.625% senior unsecured notes due 2025 and $500.0 million in aggregate principal amount of the 4.375% senior unsecured notes due 2025.

Previous wording

◦During the year ended December 31, 2024, we entered into seven forward-starting interest rate swap agreements and five U.S. 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. 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. 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.

Current wording

•Forward-Starting Interest Rate Swap Agreements. 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. 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. 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. 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.

Previous wording

•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. 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 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. 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, 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. In addition, the Credit Agreement includes the option 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. Refer to Note 7 - Debt included in this Annual Report on Form 10-Kfor additional information.

Current wording

•New Revolving Credit Facility. 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). 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. 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. 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. 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. In addition, the Credit Agreement includes the option 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. Refer to Note 7 - Debt included in this Annual Report on Form 10-Kfor additional information.

Previous wording

Our tenants (and respective guarantors, as applicable) under our lease agreements are leading gaming and experiential operators across the United States, Canada and abroad. Rental payments under our lease agreements comprise, and are expected to continue to comprise, a substantial majority of our revenues. Accordingly, we are dependent on, among other things, our tenants’ (and 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. 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. 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.

Current wording

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. Payments under our lease and loan agreements comprise, and are expected to continue to comprise, a substantial majority of our revenues. Accordingly, we are dependent on, among other things, our tenants’ and 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. 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. 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.

Previous wording

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. Further, the pricing of any acquisitions or other investments we may consummate and the terms of any leases that we may enter into will significantly impact our future results. Competition to enter into transactions with attractive properties and desirable tenants is intense, and we can provide no assurance that any future acquisitions, investments or leases will be on terms as favorable to us as those from comparable recent or historical transactions.

Current wording

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. 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. 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.

Previous wording

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. Macroeconomic 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. Our tenants also face additional challenges, including potential changes in consumer confidence levels, behavior and spending and increased operational expenses, such as with respect to labor or energy costs. As a triple-net lessor, increased operational expenses at our leased properties are borne by our tenants and do not directly impact their rent obligations (other than with respect to underlying inflation as applied to the CPI-based escalators described below) or other obligations under our lease agreements.

Current wording

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. The macroeconomic 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. 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. 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. Similarly, our borrowers are responsible for operating their businesses, subject to compliance with the terms of our loan agreements.

Previous wording

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.

Current wording

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.

Previous wording

As a triple-net lessor, we believe we are generally in a strong creditor position and structurally insulated from operational and performance impacts of our tenants, both positive and negative. However, the full extent to which the trends set forth herein adversely affect our tenants, 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.

Current wording

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. However, if our tenants experienced significant negative operational and financial performance over longer, extended periods of time, such performance may have an adverse effect on our business. Our loan investments are similarly subject to risks related to borrower performance. 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.

Previous wording

Leasing revenue is generated from rent from our lease agreements. 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. The increases were primarily driven by the acquisition of the remaining 49.9% of the MGM Grand/Mandalay Bay portfolio, and the addition to our portfolio of the PURE Master Lease in January 2023, the Rocky Gap Casino component of the Century Master Lease in July 2023, the Century Canadian Portfolio component of the Century Master Lease in September 2023, the Lucky Strike (formerly known as Bowlero) Master Lease in October 2023, the Chelsea Piers Lease in December 2023 and the incremental rent increase from the Venetian Capital Investment in July and October 2024, as well as the annual rent escalators from certain of our other lease agreements.

Current wording

Leasing revenue is generated from rent from our lease agreements. 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. 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.

Previous wording

Income from loans increased $55.7 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, partially offset by the full repayment of certain loan investments.

Current wording

Income from loans increased $83.9 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. 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.

Previous wording

For the years ended December 31, 2024 and 2023, our operating expenses were comprised of the following items:

Current wording

For the years ended December 31, 2025 and 2024, our expenses were comprised of the following items:

Previous wording

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 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.

Current wording

General and administrative expenses decreased $4.0 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. 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.

Previous wording

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. We recorded initial CECL allowances of $2.9 million on our $365.0 million of loan origination activity during the year ended December 31, 2024, compared to initial CECL allowances of $279.0 million on our $4.1 billion of property acquisition activity and $14.0 million on our $698.2 million of loan origination activity during the year ended December 31, 2023.

Current wording

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.

Previous wording

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. Refer to Note 5 - Allowance for Credit Losses for further details.

Current wording

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. Refer to Note 5 - Allowance for Credit Losses for further details.

Previous wording

Transaction and acquisition costs decreased $3.5 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. Changes in transaction and acquisition expenses are related to fluctuations in (i) costs incurred for investments during the period that are not capitalizable under GAAP, and (ii) costs incurred for investments that we are no longer pursuing.

Current wording

Transaction and acquisition costs increased $3.2 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. Changes in transaction and acquisition expenses are related to fluctuations in (i) costs incurred for investments during the period that are not capitalizable under GAAP, and (ii) costs incurred for investments that we are no longer pursuing.

Previous wording

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.

Current wording

Interest expense increased $17.5 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. 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.

Previous wording

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.

Current wording

Interest income decreased $1.7 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily driven by an overall decrease in our cash on hand throughout the current year as compared to the prior year.

Previous wording

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. 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.

Current wording

Other gains increased $2.1 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. 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. 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.

Previous wording

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.

Current wording

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 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.

Previous wording

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.

Current wording

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 (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.

Previous wording

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.

Current wording

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.

Previous wording

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:

Current wording

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:

Previous wording

(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. The Revolving Credit Facility includes the option to increase the revolving loan commitments by up to $1.0 billion to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional extensions of credit. In addition, the Credit Agreement includes the option 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.

Current wording

(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.

Previous wording

(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.

Current wording

(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.

Previous wording

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.

Current wording

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.

Previous wording

All of our lease agreements call for an initial term of between fifteen and thirty-two years with additional tenant renewal options and, along with our loans, are designed to provide us with a reliable and predictable long-term revenue stream. 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. In particular, we can provide no assurances that our tenants will not default on their leases or fail to make full rental payments if their businesses become challenged due to, among other things, current or future adverse economic conditions. See “Overview — Impact of Material Trends on our Business” above for additional detail. In the event our tenants are unable to make all of their contractual rent payments as provided by our lease agreements, we believe we have sufficient liquidity from the other sources discussed above to meet all of our contractual obligations for a significant period of time. For more information, refer to the risk factors incorporated by reference into Part I. Item 1A. Risk Factors.

Current wording

All of our lease agreements call for an initial term of between fifteen and thirty-two years with additional tenant renewal options and, along with our loans, are designed to provide us with a reliable and predictable long-term revenue stream. 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. In particular, we can provide no assurances that our tenants will not default on their leases or fail to make full rental payments if their businesses become challenged due to, among other things, current or future adverse economic conditions. See “Overview — Impact of Material Trends on our Business” above for additional detail. In the event our tenants are unable to make all of their contractual rent payments as provided by our lease agreements, we believe we have sufficient liquidity from the other sources discussed above to meet all of our contractual obligations for a significant period of time. For more information, refer to the risk factors incorporated by reference into Part I. Item 1A. Risk Factors.

Previous wording

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. For more information on our material contractual commitments, refer to Note 10 - Commitments and Contingent Liabilities.

Current wording

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. For more information on our material contractual commitments, refer to Note 10 - Commitments and Contingent Liabilities.

Previous wording

Our long-term obligations consist primarily of principal payments on our outstanding debt obligations and future funding commitments under our lease and loan agreements. As of December 31, 2024, we had $17.1 billion of debt obligations 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. For a summary of our future funding commitments under our loan portfolio, refer to Note 4 - Real Estate Portfolio.

Current wording

Our long-term obligations consist primarily of principal payments on our outstanding debt obligations and future funding commitments under our lease and loan agreements. 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 summary of principal debt balances and their maturity dates and principal terms, refer to Note 7 - Debt. For a summary of our future funding commitments under our loan portfolio, refer to Note 4 - Real Estate Portfolio.

Previous wording

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. 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:

Current wording

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. 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:

Previous wording

In addition to the contractual obligations and commitments set forth in the table above, we have and may enter into additional agreements that commit us to potentially acquire properties in the future, fund future property improvements or otherwise provide capital to our tenants, borrowers and other counterparties, including through our Partner Property Growth Fund. 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. 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. For further information, refer to Note 3 – Real Estate Transactions.

Current wording

In addition to the contractual obligations and commitments set forth in the table above, we have and may enter into additional agreements that commit us to potentially acquire properties in the future, fund future property improvements or otherwise provide capital to our tenants, borrowers and other counterparties, including through our Partner Property Growth Fund. 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. 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. For further information, refer to Note 3 – Real Estate Transactions.

Showing the first 40 of 52 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

•Capitalized transaction costs of $4.7 million; and

Current report — wording carried from elsewhere

•Net proceeds from the issuance of the April 2025 Notes in the amount of $1,284.4 million;

Current report — wording carried from elsewhere

•Payments of debt issuance costs of $19.5 million; and
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

◦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”). 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.

Previous report — wording carried elsewhere

•Forward-Starting Interest Rate Swap Agreements.

Previous report — wording carried elsewhere

◦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. These four forward-starting interest rate swap agreements were outstanding as of December 31, 2024.

Previous report — wording carried elsewhere

•Draws of $82.2 million in aggregate on our 2022 Revolving Credit Facility;