VICI Properties (VICI) 10-K risk factor changes: FY2022 vs FY2021

[removed: In evaluating us, you should consider carefully, among other things, the risks described below.* *The] [added: The] risks and uncertainties described below are not the only ones we face, but do represent those risks and uncertainties that we believe are material to us.

We are and will always be significantly dependent on our tenants for [added: substantially all of] our revenues.

Because the leases are triple-net leases, in addition to the rent payment obligations for these tenants, we [removed: will] depend on these tenants to pay substantially all insurance, taxes, utilities and maintenance and repair expenses in connection with these leased properties and to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their businesses.

If income at these properties were to decline for any reason, [removed: including as a result of the COVID-19 pandemic,] or if a tenant’s debt service requirements were to increase or if their creditworthiness were to become impaired for any reason, a tenant or the applicable guarantor may become unable or unwilling to satisfy its payment and other obligations under their leases or other agreements with us.

Due to our dependence on rental and other payments from our significant tenants as our primary source of revenue, we may be limited in our ability to enforce our rights under our [removed: leases] [added: Lease Agreements] or other agreements with our significant tenants or terminate such [added: other agreements or, due to our predominantly master lease structure, certain leases with respect to any particular property.]

Failure by our significant tenants to comply with the terms of their respective leases or to comply with the gaming regulations to which the leased properties are subject could result in, among other things, the termination of an applicable [removed: ground lease,] [added: Lease Agreement,] requiring us to find another tenant for such property, to the extent possible, [removed: and there could be] [added: or] a decrease or cessation of rental payments by such tenants, as the case may be.

Our properties on the Las Vegas Strip generated approximately [removed: 32%] [added: 45%] of our total revenues for the year ended December 31, [removed: 2021 (and subsequent to the Venetian Acquisition and MGP Transactions, are expected to generate approximately 45% of our total estimated annualized cash rent)] [added: 2022] and we expect this concentration to continue in the foreseeable future.

For example, the cost and availability of air services and the impact of any events that disrupt air travel to and from Las [removed: Vegas, including the impact of measures implemented to address the COVID-19 pandemic,] [added: Vegas] can adversely affect the business of our tenants.

We cannot control the number or frequency of flights to or from Las Vegas, but our [added: two] largest [removed: tenant, Caesars, relies] [added: tenants (Caesars and MGM) rely] on air traffic for a significant portion of their visitors to these [added: properties and any reductions in flights to Las Vegas may impact the number of visitors to our] properties.

Moreover, due to the importance of our [removed: three properties (and, following the completion of the pending MGP Transactions,] ten [removed: properties)] [added: properties] on the Las Vegas Strip, we may be disproportionately affected by general risks such as acts of terrorism, natural disasters, including major fires, floods and earthquakes, [removed: and] severe or inclement weather, [removed: including as a result of] [added: and] climate [removed: change,] [added: change impacts, including heat stress, water stress, and drought,] should such developments occur in or [removed: nearby] [added: nearby, or otherwise impact,] Las Vegas.

In addition, a material adverse impact on Caesars [removed: (and, following the completion of the pending MGP Transactions, MGM),] [added: and/or MGM,] even unrelated to their operations in Las Vegas, that negatively affects their financial condition, could materially and adversely affect us, given our reliance on their performance as tenants in our properties on the Las Vegas Strip.

[removed: Our significant] [added: Our] tenants and their subsidiaries are required to pay a significant portion of their cash flow from operations to us pursuant to, and subject to the terms and conditions of, our respective Lease Agreements and loan and other agreements with [removed: them, as well as interest payments on their outstanding indebtedness, which could adversely affect our significant tenants’ business and operating condition, as well as their ability to satisfy their contractual payment obligations to us.][added: them.]

In addition, annual rent escalations under our Lease Agreements over specified periods will [added: generally] continue to apply regardless of the amount of cash flows generated by the properties that are subject to such Lease Agreements.

Through our Partner Property Growth Fund, we may [removed: also] agree with our tenants to fund capital improvements in exchange for increased rent under the applicable Lease Agreement, which would increase the amount of such tenant’s rent obligations to us in accordance with the terms of the funding.

See [Item [removed: 1](#icabc55744e2c4d6ab7337d22602533b7_13) [](#icabc55744e2c4d6ab7337d22602533b7_13)[“Business-Our] [added: 1 “Business-Our] Lease [removed: Agreement](#icabc55744e2c4d6ab7337d22602533b7_13)[s](#icabc55744e2c4d6ab7337d22602533b7_13)[”](#icabc55744e2c4d6ab7337d22602533b7_13)] [added: Agreements”](#i0ec8509054d64d8282fb5b2fcc89907c_13)] and [Item [removed: 1](#icabc55744e2c4d6ab7337d22602533b7_13) [](#icabc55744e2c4d6ab7337d22602533b7_13)[“Business-Our] [added: 1 “Business-Our] Relationship with [removed: Caesars](#icabc55744e2c4d6ab7337d22602533b7_13)[”](#icabc55744e2c4d6ab7337d22602533b7_13)] [added: Caesars and MGM”](#i0ec8509054d64d8282fb5b2fcc89907c_13)] for additional information regarding such agreements.

In addition, our [removed: significant] tenants’ indebtedness and the fact that a significant portion of their cash flow may be used to make interest payments could adversely affect their ability to satisfy their obligations to us under the applicable Lease Agreements and other agreements.

We are dependent on the gaming industry and may be susceptible to the risks associated with it, including [removed: due to the impact] [added: changes in consumer behavior and discretionary spending as a result] of [removed: the COVID-19 pandemic,] [added: an economic slowdown, increased inflation, rising interest rates, or otherwise,] which could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects.

Therefore, so long as our investments are concentrated in gaming-related assets, our success is dependent on the gaming industry, which could be adversely affected by economic conditions in general, changes in consumer trends and preferences and other factors over which we and our tenants have no control, including the [removed: ongoing effects of the] COVID-19 [removed: pandemic, such as] [added: pandemic and other similar health crises,] labor shortages, travel restrictions, supply chain disruptions and property closures.

As we are subject to risks inherent in substantial investments in a single industry, a decrease in the gaming business would likely have a greater adverse effect on us than if we owned a more diversified real estate portfolio, particularly [removed: because] [added: because, among other things,] a component of the rent under [added: certain of] the Lease Agreements will be based, over time, on the performance of the gaming facilities operated by our tenants on our properties and such effect could be material and adverse to our business, financial condition, liquidity, results of operations and prospects.

[removed: Recently,] [added: In recent years,] there has been additional significant competition in the gaming industry as a result [removed: of] [added: of, among other things,] the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market, [added: increased] internet gaming [added: and sports betting] or legislative changes in various jurisdictions.

[removed: Additionally, decreases] [added: Decreases] in discretionary [removed: consumer] spending [removed: brought about by] [added: or changing consumer preferences and] weakened general economic conditions such as, but not limited to, [removed: the impact of the COVID-19 pandemic,] [added: recessions,] lackluster recoveries from recessions, contractions, high unemployment levels, higher income taxes, inflation, low levels of consumer confidence, weakness in the housing market, cultural and demographic [removed: changes] [added: changes, instability in global, national] and [added: regional economic activity and] increased stock market volatility [added: have historically resulted in long-term material adverse effects on leisure and business travel, discretionary spending and other areas of economic behavior that directly impact the gaming industry and, as a result,] may negatively impact our revenues and operating cash flows.

Because we are dependent on the gaming industry, the immediate and long-term effects of the [removed: COVID-19 pandemic] [added: foregoing] on the gaming industry could be material and adverse to our business, financial condition, liquidity, results of operations and prospects.

Gaming [added: regulatory] authorities also retain great discretion to require us to be found suitable as a landlord, and certain of our stockholders, officers and directors may be required to be found suitable as well.

[removed: Regulatory] [added: Gaming regulatory] authorities also have broad powers with respect to the licensing of casino operations, and may revoke, suspend, condition or limit the gaming or other licenses of our tenants, impose substantial fines or take other actions, any one of which could adversely impact the business, financial condition and results of operations of our tenants.

The loss of gaming licenses by our tenants could result [removed: in] [added: in, among other things,] the cessation of operations at one or more of the facilities we lease to such tenants.

The loss of gaming licenses by us could result [removed: in] [added: in, among other things,] an event of default under certain of our indebtedness, and cross-default provisions in our debt agreements could cause an event of default under one debt agreement to trigger an event of default under our other debt agreements.

Finally, substantially all material loans, significant acquisitions, leases, sales of securities and similar financing transactions by us and our subsidiaries must be reported to, and in some cases approved by, gaming authorities in advance of the [removed: transaction,][added: transaction.]

Required regulatory approvals can delay or prohibit transfers of our gaming properties or the consummation of [removed: other pending transactions, including consummation] [added: transactions (including pursuant to our put-call and right] of [removed: the Mergers,] [added: first refusal agreements),] which could result in periods in which we are unable to receive rent [removed: for such properties] [added: related to,] or otherwise realize the benefits [removed: of] [added: of,] such transactions, which may have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

In addition, given the highly regulated nature of the gaming industry, any future transactions we enter into [added: (including pursuant to our put-call and right of first refusal agreements)] are likely to be subject to regulatory approval in one or more jurisdictions, including with respect to any transfers in ownership, operating licensure or other regulatory considerations.

If the consummation of a [removed: pending] transaction (including with respect to the future entry into a new lease [removed: agreement), such as the consummation of the Mergers,] [added: agreement)] is delayed or prohibited by regulatory authorities, we may be limited or otherwise unable to realize the benefits of the proposed transaction.

Furthermore, consistent with typical [removed: net] [added: triple-net] leases, our Lease Agreements have longer lease terms and, thus, there is an increased risk that contractual rental increases in future years will fail to result in fair market rental rates during those years.

As a result, our results of operations and cash flows and distributions to our stockholders could be lower than they would otherwise be if we did not enter into long-term triple net [removed: leases.][added: leases, or entered into such leases on different terms.]

While certain of our Lease Agreements contain escalation provisions that are tied to changes in the [removed: consumer price index (“CPI”),] [added: CPI,] these [added: annual] escalators in some cases do not apply until [added: future periods as specified under] the [removed: future.][added: applicable Lease Agreements.]

For example, under the [removed: Regional] [added: MGM] Master [removed: Lease Agreement,] [added: Lease,] the [added: CPI] escalator is [removed: 1.5%] [added: fixed at 2.0%] for [removed: the second] [added: two] through [removed: fifth years] [added: ten] of the [removed: lease and] [added: MGM Master Lease and,] for the remainder of the term, the escalator is [removed: CPI] [added: the greater of 2.0% and CPI,] subject to a [removed: 2.0% floor.][added: 3.0% cap.]

[removed: Certain] [added: In addition, certain] of these [added: annual] escalators are subject to a maximum cap, which could result in lower rent escalation than any such CPI increase in a single year or over a longer period.

[removed: Tenants] [added: Our tenants] may choose not to renew the Lease Agreements.

In particular with respect to the coterminous nature of the Caesars [removed: Lease Agreements,] [added: Leases,] this risk would be exacerbated if Caesars elected not to renew all such lease agreements at any one time.

Our ability to sell or dispose of our properties may be hindered by, among other things, the fact that such properties are subject to the Lease Agreements, as the terms of the Lease Agreements require that a purchaser assume the Lease Agreements or, in certain cases, enter into a severance lease with the tenants for the sold property on substantially the same terms as contained in [removed: the applicable Lease Agreement, which may make our properties less attractive to a potential buyer than alternative properties that may be for sale.]

In addition, the [removed: BREIT] [added: MGM Grand/Mandalay Bay] JV previously entered into a tax protection agreement with MGM with respect to built-in gain and debt maintenance related to MGM Grand Las Vegas and Mandalay Bay, which is effective through mid-2029, and by acquiring [removed: MGP, we will bear MGP’s approximate 50.1% proportionate share] [added: MGP and subsequently the remaining 49.9% interest] in the [removed: BREIT JV of] [added: MGM Grand/Mandalay Bay JV, we bear] any indemnity under this existing tax protection agreement.

[removed: If Caesars declares] [added: If approved by the] bankruptcy [added: court, we could be bound by the new terms] and [added: prevented from collecting] such [removed: action results in a lease being re-characterized as a disguised financing transaction] [added: additional rent acquired] in [removed: its bankruptcy proceeding,] [added: the Caesars Transaction, and] our business, results of operations, financial condition and cash flows could be materially and adversely [removed: affected.][added: affected.]

In evaluating us, you should consider carefully, among other things, the risks described below.

Currently, our two largest tenants, Caesars and MGM, comprise approximately 79% of our total estimated annualized cash rent as of December 31, 2022.

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

Our tenants are required to pay a significant portion of their cash flow from operations to us pursuant to, and subject to the terms and conditions of, our respective Lease Agreements and loan and other agreements with them.

These lease payments, as well as interest payments on their outstanding indebtedness, could adversely affect our tenants’ business and financial condition, as well as their ability to satisfy their contractual payment obligations to us.

For example, our two largest tenants, Caesars and MGM, are obligated to pay us approximately $1.2 billion and $1.1 billion, respectively, in estimated annual payments for 2023 under (i) the Caesars Leases and Caesars’ other agreements with us, and (ii) the MGM Master Lease and the MGM Grand/Mandalay Bay Lease, respectively.

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

We intend to continue to pursue acquisitions of gaming, hospitality, entertainment and leisure sector properties and activities directly related thereto, which we refer to as “experiential assets” and other strategic opportunities.

Additionally, we may not identify all potential costs and liabilities in the course of our due diligence in connection with these opportunities.

In the event that a cost or liability is not adequately identified in the course of such due diligence or addressed in the course of negotiating such transaction, we may not fully realize the anticipated benefit of such

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

transaction, if at all, or our business, financial condition, liquidity, results of operations and prospects could be adversely affected.

Adverse economic and market conditions, including rising interest rates and market volatility, as well as the impact of the COVID-19 pandemic, also present challenges with respect to assessing a potential counterparties’ historical and projected performance, as well as underlying asset values.

We are subject to additional risks due to the location of properties that we own, or may acquire in the future, outside the United States.

In connection with our recently completed acquisition of the real estate assets of the PURE Portfolio, we acquired our first properties outside the United States.

Additionally, we may in the future acquire or make investments in additional properties located in other countries, including Canada.

The value of the PURE Portfolio and any other properties we purchase in non-U.S. jurisdictions may be affected by factors specific to the laws and business practices of such jurisdictions.

The laws and business practices of foreign jurisdictions may expose us to risks that are different from and in addition to those commonly found in the United States, including, but not limited to, the following: (i) the burden of complying with non-U.S. laws including land use and zoning laws or more stringent environmental laws; (ii) existing or new laws relating to the foreign ownership of real property and laws restricting our ability to repatriate earnings and cash into the United States; (iii) the potential for expropriation; (iv) adverse effects of changes in the exchange rate between U.S. dollars and foreign currencies in which revenue is generated at our properties outside the United States; (v) imposition of adverse or confiscatory taxes, changes in real estate and other tax rates or laws and changes in other operating expenses in such foreign jurisdictions; (vi) possible challenges to the anticipated tax treatment of our revenue and our properties; (vii) the potential difficulty of enforcing rights and obligations in other countries; and (viii) our more limited experience and expertise in foreign countries relative to our experience and expertise in the United States.

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

Inflation as measured by changes in the consumer price index (“CPI”) increased at an average of 5.6% in 2022.

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

the applicable Lease Agreement, which may make our properties less attractive to a potential buyer than alternative properties that may be for sale.

We are subject to the credit risk of our tenants and borrowers in connection with the rental and other obligations owed to us under applicable leases, guarantees, and other financing agreements.

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

may affect our tenants’ and borrowers’ ability to obtain financing to operate their businesses or continue to profitability execute their business plans.

In Las Vegas and the surrounding region, a significant majority of water is sourced from the Colorado River and water levels in Lake Mead, which serves as a reservoir, have steadily declined in recent years, resulting in various regulatory bodies pursuing water conservation initiatives.

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

weather conditions.

In addition, our Lease Agreements typically include provisions allowing the applicable tenant to either remove an individual facility from such lease or to terminate such lease in certain cases of casualty or condemnation within the final years of the lease term (as applicable), including, in the case of the Regional Lease Agreement and the MGM Master Lease, the tenant’s right to remove a facility in certain cases in which a casualty event representing damage in excess of a certain value threshold occurs to such facility during the final two years of the applicable lease term or a condemnation event occurs that renders such facility unsuitable for its primary intended use.

Pursuant to an assessment from a third-party environmental consultant, we evaluated the degree of risk our individual properties and overall portfolio are subject to due to the potential impact of flooding, heat stress, water stress, drought, extreme winds, wildfires, and seismic events, as well as other extreme weather conditions caused by climate change.

The assessment determined that our properties are subject to varying degrees of risk with respect to these potential impacts and, with respect to

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

our overall portfolio, we determined that flooding, water stress and heat stress pose the greatest material risk to our properties, including:

- water stress and heat stress risks at our Nevada properties;

- flooding, heat stress and wind risks at our properties in the Southeast United States;

- flooding and heat stress risks in the Midwest United States; and

- flooding risks at our properties in the Northeast United States and West Virginia.

Over the long term, climate change impacts may adversely affect the viability of our tenants’ operations and continued investment in our properties, as well as the value of such properties.

For example we engaged a third‐party energy and sustainability consultant who performed a regulatory compliance risk assessment that found that four of our properties are currently subject to active energy use benchmarking requirements due to their location.

Currently, a significant percentage of our revenue comes from Caesars, comprising 84% of our total revenues for the year ended December 31, 2021 (and, following the closing of the Venetian Acquisition and the completion of the pending MGP Transactions, from Caesars and MGM, with Caesars representing approximately 42% of total estimated annualized cash rent and MGM representing approximately 36% of total estimated annualized cash rent, after taking into account MGM’s pending sale of the operations of The Mirage Hotel & Casino in Las Vegas).

For example, Caesars relies on our properties, the Caesars Forum Convention Center and their other operations to satisfy their payment obligations under the Caesars Lease Agreements and the Forum Convention Center Mortgage Loan.

[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)

other agreements or, due to our predominantly master lease structure, certain leases with respect to any particular property.

The COVID-19 pandemic has adversely impacted our tenants’ operations and financial performance, as well as global and U.S. economic activity and market performance, which could have a material adverse impact on our business, financial condition, liquidity, results of operations and prospects.

Since the emergence of the COVID-19 pandemic in early 2020, COVID-19 has spread globally and created considerable health risks in the United States and around the world, resulting in severely adversely impacted global, national and regional economic activity.

Several countries, including the United States, have instituted and continue to institute various restrictions on travel and large gatherings.

In connection with these actions, state governments and/or regulatory authorities issued various directives, mandates, orders or similar actions, which resulted in temporary closures of our tenants’ operations at all of our properties and our golf course operations.

Relevant authorities may issue additional directives, mandates, orders or similar actions, which could result in additional closures of our tenants’ operations and our golf course operations.

In addition, our tenants have experienced a substantial number of cancellations and reductions in events and reservations in connection with the ongoing pandemic, including as a result of the most recent emergence of new variants, and may in the future experience similar cancellations and reductions.

This reduced customer activity adversely affected our tenants’ financial performance, and any similar future impacts could be material to us depending on the ultimate duration of the pandemic and the magnitude of any future reductions in our tenants’ customer activity and engagement.

Although all of our leased properties and our golf courses are currently open and operating, without restriction in some jurisdictions, they remain subject to any current or future operating limitations, restrictions or closures imposed by state and local governments and/or regulatory authorities.

While our tenants’ recent performance at many of our leased properties has been at or above pre-pandemic levels, our tenants may continue to face additional challenges and uncertainty due to the impact of the COVID-19 pandemic, such as complying with operational and capacity restrictions, ensuring sufficient employee staffing and service levels, and maintaining improved operating margins and financial performance.

The ongoing nature of the pandemic, including the impact of emerging variants, may further adversely affect our tenants’ businesses and, accordingly, our business and financial performance could be adversely affected in the future.

We cannot predict with confidence whether government or regulatory orders, or travel and other restrictions, including orders and restrictions re-imposed in connection with the increase in the COVID-19 infection rate that began in late 2021 and early 2022 as a result of an emerging variant, will end or whether such regulations and restrictions will affect our tenants’ performance.

In addition, due to the current volatility in the debt and equity markets, we may be unable to obtain financing for future acquisitions on satisfactory terms, or at all.

Increased disruption and instability in the global financial markets or a deterioration in credit and financing conditions may affect our access to debt and equity capital in order to fund business operations, if necessary, or address maturing liabilities on a timely basis, as well as our tenants’ ability to fund their business operations, meet their obligations to us, and secure financing for any future or pending transactions.

The full extent to which our business and results of operations will ultimately be affected by the COVID-19 pandemic and any resulting negative economic impacts, and the extent to which such factors continue to adversely affect our tenants, will largely depend on future developments, including the duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, including the availability, distribution and efficacy of one or more vaccines, new or mutated strains of COVID-19 or a similar virus (including vaccine-resistant strains), and the direct and indirect economic effects of the pandemic and containment measures on our tenants, including the length of time our tenants’ operations at our properties remain restricted or whether the properties are required to partially or fully close again in the future, and our tenants’ financial performance while open and during any such closures.

In addition, new information may continue to emerge concerning the COVID-19 pandemic, and actions required or recommended to be undertaken to contain the COVID-19 pandemic or address its future impact, including the response of the U.S. and global economies and the short- and long-term impact of the COVID-19 pandemic on our tenants’ operations at our properties, could further materially and adversely impact our business and results and operations.

Reductions in flights by major airlines as a result of higher fuel prices, lower demand, labor shortages or public health considerations, including as a result of the COVID-19 pandemic, has impacted and may continue to impact the number of visitors to our properties.

Our significant tenants are obligated to pay us rent under our Lease Agreements for the duration of the respective terms.

For example, Caesars, which is our largest tenant (and, subsequent to the MGP Transactions, will be one of our largest tenants with MGM), is obligated to pay us in the aggregate approximately $5.7 billion in fixed annual rents under the Caesars Lease Agreements, payments under the Forum Convention Center Mortgage Loan and golf course membership fees under the Golf Course Use Agreement over the next five years, subject to certain escalators and adjustments under the applicable agreements.

For example, as disclosed in Caesars’ Quarterly Report on Form 10-Q for the quarter ended September

30, 2021, Caesars’ consolidated estimated debt service (including principal and interest) for 2022 will be approximately $880 million and $17.8 billion thereafter to maturity.

As a result, a significant portion of Caesars’ liquidity needs are for debt service, including significant interest payments.

Such substantial indebtedness and the restrictive covenants under the agreements governing such indebtedness could limit the ability of the applicable tenants and borrower to satisfy their respective obligations to us under the applicable Lease Agreements and other agreements with us, such as the Forum Convention Center Mortgage Loan, and the ability of the guarantors of our significant tenants to satisfy their obligations under the related guarantees.

In addition, the COVID-19 pandemic has had a severe and unprecedented impact on the gaming industry.

During this period, many gaming companies have faced heightened financial uncertainty or generated substantially reduced revenue and have sought or taken measures intended to maintain liquidity and solvency, including employee furloughs and layoffs, reduced operating and capital expenditure budgets, and contractual relief or other accommodations sought with creditors, lenders and other counterparties.

There is no guarantee that existing government-imposed restrictions on travel and social gatherings, including restrictions imposed in late 2021 in response to an emerging variant, will be lifted in the near term, that additional government-imposed restrictions will not be implemented, or that previous restrictions that were lifted or modified will not be reinstated.

Moreover, the ultimate impact of the COVID-19 pandemic on the gaming industry, the timing and extent of government-imposed restrictions and the performance of gaming facilities is highly uncertain and cannot be predicted with confidence.

Long-term impacts of the COVID-19 pandemic, such as decreases in discretionary spending or changing consumer preferences brought about by global public health concerns and instability in global, national and regional economic activity and financial markets, could have a long-term material adverse effect on leisure and business travel, discretionary spending and other areas of economic behavior that directly impact the gaming industry.

which may include a public offering of certain securities.

Consummation of the Mergers is conditioned on the receipt of approvals from a number of gaming regulatory authorities.

Such gaming regulatory authorities may impose conditions on the granting of such approvals and findings.

Such conditions and the process of obtaining such regulatory approvals could have the effect of delaying or impeding consummation of the Mergers or of imposing additional costs or limitations on us following the Mergers.

In addition, to the extent any of our officers or a member of our board of directors is found unsuitable, we would need to find a replacement, which may take time and could adversely impact our financial and operational performance, including our ability to successfully consummate the Mergers and integrate MGP into VICI.

Any such finding of unsuitability by regulatory authorities and resulting resignation or removal of an officer of VICI or a member of our board of directors could also impact our governance structure following the Mergers.

Inflation in December 2021 was at its highest level in approximately 40 years.

For example, each of the Caesars

Lease Agreements has an initial lease term of 15 years with the potential for up to four additional five-year term extensions thereafter (with the initial lease term under each of the Caesars Lease Agreements extended in connection with the Eldorado Transaction to expire in July 2035).

*The following discussion and analysis of [removed: our] [added: the] financial condition and results of operations [added: of VICI Properties Inc. and VICI Properties L.P. for the year ended December 31, 2022] should be read in conjunction with the audited consolidated Financial Statements and notes thereto [removed: of VICI Properties Inc.] and other financial information included elsewhere in this Annual Report on Form 10-K.

See “Cautionary Note Regarding Forward-Looking Statements.” You should also review the* *[“Risk [removed: Factors”](#icabc55744e2c4d6ab7337d22602533b7_19)*] [added: Factors”](#i0ec8509054d64d8282fb5b2fcc89907c_19)*] *section in Item 1A of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements*.

Our [removed: national,] geographically diverse portfolio currently consists of [removed: 28 market-leading properties,] [added: 49 gaming facilities in the United States and Canada,] including Caesars Palace Las Vegas, [removed: Harrah’s Las Vegas] [added: MGM Grand] and the Venetian Resort, three of the most iconic entertainment facilities on the Las Vegas Strip.

Across over [removed: 62] [added: 124] million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in [removed: twelve states,] [added: fifteen states and Canada,] contain approximately [removed: 25,000] [added: 59,300] hotel rooms and feature over [removed: 250] [added: 450] restaurants, [removed: bars] [added: bars, nightclubs,] and [removed: nightclubs.][added: sportsbooks.]

Our portfolio also includes [removed: three] [added: certain] real estate [removed: loans,] [added: debt investments, most of] which we have originated for strategic reasons in connection with transactions that [added: either do or] may provide the potential to convert our investment into the ownership of certain of the underlying real estate in the future.

We also own [removed: and operate] four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.

We believe our election of REIT status, combined with the income generation from the Lease [removed: Agreements,] [added: Agreements and loans,] will enhance our ability to make distributions to our stockholders, providing investors with current income as well as long-term growth, subject to [removed: the macroeconomic impact of the COVID-19 pandemic and] market conditions [removed: more broadly.][added: and the national and international macroeconomic environment.]

We conduct our real property business through our [removed: Operating Partnership] [added: operating partnership, VICI OP,] and our golf course business through a TRS, VICI Golf.

Impact of the COVID-19 [removed: Pandemic on Our Business][added: Pandemic]

[removed: While] [added: Although] our tenants’ [removed: recent performance] [added: operations] at [removed: many of] our leased properties [removed: has been] [added: are generally no longer subject to significant operating restrictions, with performance in many cases] at or above pre-pandemic levels, [removed: our tenants] [added: they] may continue to face challenges [removed: and additional uncertainty] [added: in operating their businesses] due to the [added: ongoing] impact of the COVID-19 pandemic, such as complying with [removed: operational and capacity restrictions and] [added: any future operating restrictions,] ensuring sufficient [removed: employee] staffing and service levels, [added: sustaining customer engagement] and [removed: the sustainability of] maintaining improved operating margins and financial performance.

Risk [removed: Factors](#icabc55744e2c4d6ab7337d22602533b7_19)”] [added: Factors](#i0ec8509054d64d8282fb5b2fcc89907c_19)”] included in this Annual Report on Form 10-K.

Key [removed: 2021] [added: 2022] Highlights

- Total revenues increased [removed: 23.2%] [added: 72.3%] year-over-year to [removed: $1.5 billion.][added: $2,600.7 million.]

- AFFO increased [removed: 25.3%] [added: 61.7%] year-over-year to [removed: $1,047.4] [added: $1,693.8] million and AFFO per diluted share increased [removed: 11.0%] [added: 6.1%] to [removed: $1.82.][added: $1.93.]

- Announced [added: and originated] over [removed: $21.3] [added: $4.5] billion in transaction activity, including:

[removed: ◦The] [added: - Completed the previously announced] Venetian [removed: Acquisition for total consideration of $4.0 billion,] [added: Acquisition,] which upon closing on February 23, 2022, added $250.0 million of annualized rent to our [removed: portfolio; and][added: portfolio.]

- Announced an increase in our quarterly cash dividend to [removed: $0.36] [added: $0.39] per share (or [removed: $1.44] [added: $1.56] per share on an annualized basis), representing a [removed: 9.1%] [added: 8.3%] increase compared to our previous quarterly dividend.

SUMMARY OF SIGNIFICANT [removed: 2021] ACTIVITIES

Acquisition [removed: and Investment] Activity

[removed: MGP is a publicly traded gaming REIT and] [added: Upon closing,] the [removed: transaction will add $1,009.0] [added: MGP Transactions added $1,012.2] million of annualized rent to our portfolio from 15 Class A entertainment casino resort properties [removed: (including the Mirage)] spread across nine regions and comprising [removed: 33,000] [added: 36,000] hotel rooms, 3.6 million square feet of meeting and convention space and hundreds of food, beverage and entertainment venues.

Under the terms of the MGP Master Transaction Agreement, [removed: holders of MGP Common Shares will receive 1.366 shares of our newly issued common stock in exchange for] each [added: outstanding MGP] Class A common share [added: was converted into 1.366 (the “Exchange Ratio”) shares] of [removed: MGP.][added: VICI common stock.]

The fixed Exchange Ratio [removed: represents] [added: represented] an agreed upon price of $43.00 per share of MGP Class A common shares based on [removed: our] [added: VICI’s] trailing 5-day volume weighted average price of $31.47 as of July 30, 2021.

MGM [removed: will receive] [added: received] $43.00 per unit in cash for the redemption of the majority of its MGP [removed: Operating Partnership] [added: OP] units that it [removed: holds] [added: held] for total cash consideration of approximately $4.404 billion and [removed: will] also [removed: retain] [added: retained] approximately [removed: 12.0] [added: 12.2] million units in [removed: a newly formed operating partnership of] VICI [removed: Properties.][added: OP.]

The MGP Class B share that [removed: is] [added: was] held by MGM [removed: will be] [added: was] cancelled and [removed: cease] [added: ceased] to [removed: exist.][added: exist at the effective time of the Mergers.]

Rent under the MGM Master Lease [removed: Agreement will escalate] [added: escalates] at a rate of 2.0% per annum for the first 10 years and thereafter at the greater of 2.0% per annum [removed: and] [added: or] the [removed: annual] increase in [removed: the] CPI, subject to a 3.0% cap.

[added: Additionally, we retained a 50.1% ownership stake in the MGM Grand/Mandalay Bay JV, which owns the real estate] assets of MGM Grand Las Vegas and Mandalay Bay.

The [removed: BREIT JV lease will remain unchanged and] [added: MGM Grand/Mandalay Bay Lease] provides for current [added: total] annual base rent of approximately [removed: $298.0] [added: $303.8] million, of which approximately [removed: $149.0] [added: $152.2] million [removed: is] [added: was] attributable to [removed: MGP’s] [added: our] investment in the [removed: BREIT JV,] [added: MGM Grand/Mandalay Bay JV as of December 31, 2022,] and an initial term of [removed: 30 years,] [added: thirty years] with two 10-year tenant renewal options.

Rent under the [removed: BREIT JV lease] [added: MGM Grand/Mandalay Bay Lease] escalates at a rate of 2.0% per annum for the first 15 years and thereafter at the greater of 2.0% per annum [removed: and the annual increase in] [added: or] CPI, subject to a 3.0% cap.

The tenant’s obligations under the MGM Master Lease and [removed: BREIT JV lease will] [added: the MGM Grand/Mandalay Bay Lease] continue to be guaranteed by MGM.

[removed: We expect the MGP Transactions,] [added: The transaction is] subject to [added: customary] regulatory approvals and [removed: customary] closing [removed: conditions,] [added: conditions and is expected] to [removed: be completed] [added: close] in [removed: the first half of 2022.][added: mid-2023.]

- Venetian Acquisition. [removed: Subsequent to year end, on] [added: On] February 23, 2022, we closed on the previously announced transaction to acquire all of the land and real estate assets associated with the Venetian Resort from [removed: LVS] [added: Las Vegas Sands Corp. (“LVS”)] for $4.0 billion in cash, and the Venetian Tenant acquired the operating assets of the Venetian Resort for $2.25 billion, of which $1.2 billion is in the form of a secured term loan from LVS and the remainder was paid in cash.

[removed: We funded the Venetian] Acquisition with (i) $3.2 billion in net proceeds from the physical settlement of the March 2021 Forward Sale Agreements and the September 2021 Forward Sale Agreements, (ii) an initial draw on the Revolving Credit Facility of $600.0 million, and (iii) cash on hand.

Simultaneous with the closing of the Venetian Acquisition, we entered into the Venetian Lease [removed: Agreement] with the Venetian Tenant.

The Venetian Lease [removed: Agreement] has an initial total annual rent of $250.0 million and an initial term of 30 years, with two ten-year tenant renewal options.

In connection with the Venetian Acquisition, we entered into a [added: Partner] Property Growth Fund Agreement (“Venetian [removed: PGFA”)] [added: PGF”)] with the Venetian Tenant.

Under the Venetian [removed: PGFA,] [added: PGF,] we agreed to provide up to $1.0 billion for various development and construction projects affecting the Venetian Resort to be identified by the Venetian Tenant and that satisfy certain criteria more particularly set forth in the Venetian [removed: PGFA,] [added: PGF,] in consideration of additional incremental rent to be paid by the Venetian Tenant under the Venetian Lease [removed: Agreement] and calculated in accordance with a formula set forth in the Venetian [removed: PGFA.][added: PGF.]

In addition, LVS agreed with the Venetian Tenant pursuant to an agreement (the “Contingent Lease Support Agreement”) entered into simultaneously with the closing of the Venetian Acquisition to provide lease payment support designed to guarantee the Venetian Tenant’s rent obligations under the Venetian Lease [removed: Agreement] through 2023, subject to early termination if EBITDAR (as defined in such agreement) generated by the Venetian Resort in 2022 equals or exceeds $550.0 million, or a tenant change of control occurs.

We [removed: are] [added: were] a third-party beneficiary of the Contingent Lease Support Agreement and [removed: have] [added: had] certain enforcement rights pursuant thereto.

- BigShots [removed: Strategic Arrangement.] [added: Loan.] On [removed: September 15, 2021, we and ClubCorp Holdings, Inc. (“ClubCorp”), a portfolio company of Apollo, announced that] [added: April 7, 2022,] we entered into a [removed: strategic arrangement to grow their] [added: loan with] BigShots [removed: golf subsidiary] [added: Golf] (“BigShots Golf”), [removed: whereby] [added: a subsidiary of ClubCorp Holdings, Inc. (“ClubCorp”), an Apollo fund portfolio company, under which] we [removed: may] [added: agreed to] provide up to $80.0 million of mortgage financing for the construction of [removed: up to 5] [added: certain] new BigShots Golf facilities throughout the United States.

In addition, [added: we entered into a right of first offer and a call right agreement, pursuant to which (i) we have a call right to acquire the real estate assets associated with any BigShots Golf facility financed by us, which transaction will be structured as a sale leaseback, and (ii)] for so long as the [removed: mortgage financing] [added: BigShots Loan] remains outstanding and we continue to hold a majority interest therein, [added: subject to additional terms and conditions,] we will have a right of first offer on any [removed: additional] [added: multi-site] mortgage, mezzanine, preferred equity, or other similar financing that is treated as debt to be obtained by BigShots Golf (or any of its affiliates) [removed: for any multisite financing related to] [added: in connection with] the development of BigShots [removed: Golf’s extensive existing and growing pipeline of] [added: Golf] facilities.

- Net income attributable to common stockholders increased 10.2% year-over-year to $1,117.6 million, and net income attributable to common stockholders per diluted share decreased 27.7% to $1.27, primarily due to the impact of our CECL allowance and an increased weighted average share count.

◦the acquisition of Blackstone Real Estate Investment Trust, Inc.’s (“BREIT”) interest in the MGM Grand/Mandalay Bay JV for $2,758.8 million, inclusive of our assumption of BREIT’s pro-rata share of the $3.0 billion CMBS debt, which upon closing on January 9, 2023 added $151.6 million of annualized rent to our portfolio;

◦the acquisition of the Fitz Casino & Hotel and WaterView Casino & Hotel from Foundation Gaming for $293.4 million, which upon closing on December 22, 2022 added $24.3 million of annualized rent to our portfolio;

◦the acquisition of Rocky Gap Casino Resort for $203.9 million, which remains pending and subject to customary closing conditions, including regulatory approval, and upon closing will add $15.5 million of annualized rent to our portfolio through the Century Master Lease; and

◦the origination of the following loans (each as defined below): (i) Fontainebleau Las Vegas Loan, (ii) Canyon Ranch Austin Loan, (iii) Great Wolf Northeast Loan, (iv) Great Wolf Gulf Coast Texas Loan, (v) Great Wolf South Florida Loan, (vi) Cabot Citrus Farms Loan and (vii) BigShots Loan, for aggregate total commitments of $1,223.9 million and weighted average interest rate of 8.98%.

- Completed the previously announced MGP Transactions, which upon closing on April 29, 2022, added $1,012.2 million of annualized rent to our portfolio.

- Added to the S&P 500 Index on June 8, 2022.

- Completed an equity offering with an aggregate offering value of $580.0 million and sold 21,617,592 shares under our ATM Program for aggregate offering value of $715.9 million, all of which were subject to forward sale agreements and which were settled in January 2023 for aggregate net proceeds of $1,272.3 million.

- Completed an inaugural $5.0 billion offering of investment grade senior unsecured notes and entered into $3.0 billion of forward-starting interest rate swap agreements and treasury locks to hedge a portion of the interest rate exposure, resulting in a weighted average interest rate of 4.51% with respect to the April 2022 Notes.

- Entered into the Credit Facilities, including a $2.5 billion senior unsecured revolving credit facility, and terminated our previous Secured Revolving Credit Facility.

- MGM Grand/Mandalay Bay JV Interest Acquisition. Subsequent to year-end, on January 9, 2023, we closed on the previously announced acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV (previously referred to as the “BREIT JV”) from BREIT (the “MGM Grand/Mandalay Bay JV Interest Acquisition”) for cash consideration of $1,261.9 million.

We also assumed BREIT’s $1,497.0 million pro rata share of an aggregate $3.0 billion of property-level debt, which matures in 2032 and bears interest at a fixed rate of 3.558% per annum through March 2030.

The cash consideration was funded through a combination of cash on hand and proceeds from the settlement of the November 2022 Forward Sale Agreements and ATM Forward Sale Agreements (each as defined in [Note 11 - Stockholders Equity](#i0ec8509054d64d8282fb5b2fcc89907c_160)).

The MGM Grand/Mandalay Bay Lease currently has annual rent of $303.8 million, all of which will be reflected in our Financial Statements following the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition (and will have annual rent of approximately $310.0 million upon commencement of the next rental escalation on March 1, 2023).

Rent under the lease agreement escalates annually at 2.0% through 2035 (year 15 of the initial lease term) and thereafter at the greater of 2.0% or CPI (subject to a 3.0% ceiling).

*•*PURE Canadian Gaming Transaction. Subsequent to year-end, on January 6, 2023, we acquired the real estate assets of PURE Casino Edmonton, PURE Casino Yellowhead, PURE Casino Calgary, and PURE Casino Lethbridge, all of which are located in Alberta, Canada, from PURE Canadian Gaming for an aggregate purchase price of approximately C$271.9 million (approximately US$200.8 million based on the exchange rate at the time of the acquisition) (the “PURE Canadian Gaming Transaction”).

We financed the PURE Canadian Gaming Transaction with a combination of cash on hand and by drawing down C$140.0 million (approximately US$103.4 million based on the exchange rate at the time of the acquisition) under our Revolving Credit Facility.

Simultaneous with the acquisition, we entered into the PURE Master Lease, which has an initial annual rent of approximately C$21.8 million (approximately US$16.1 million based on the exchange rate at the time of the acquisition), an initial term of 25 years, with four 5-year tenant renewal options, escalation of 1.25% per annum (with escalation of the greater of 1.5% and Canadian CPI, capped at 2.5%, beginning in lease year four) and minimum capital expenditure requirements of 1.0% of annual net revenue (excluding gaming equipment).

- Foundation Gaming Transaction. On December 22, 2022, we acquired the real estate assets of the Fitz Casino & Hotel, located in Tunica, Mississippi, and the WaterView Casino & Hotel, located in Vicksburg, Mississippi, from Foundation Gaming for an aggregate purchase price of $293.4 million (the “Foundation Gaming Transaction”).

We financed the Foundation Gaming Transaction with cash on hand.

Simultaneous with the acquisition, we entered into the Foundation Master Lease, which has an initial annual rent of $24.3 million, an initial term of 15 years, with four 5-year tenant renewal options, escalation of 1.0% per annum (with escalation of the greater of 1.5% and CPI, capped at 3%, beginning in lease year four) and minimum capital expenditure requirements of 1.0% of annual net revenue (excluding gaming equipment) over a rolling three-year period.

The tenants’ obligations under the Foundation Master Lease are guaranteed by the parent entity, Foundation Gaming.

- Rocky Gap Casino Transaction. On August 24, 2022, we and Century Casinos entered into definitive agreements to acquire Rocky Gap Casino, located in Flintstone, Maryland, from Golden Entertainment, Inc. for an aggregate purchase price of $260.0 million.

Pursuant to the transaction agreements, we will acquire an interest in the land and buildings associated with Rocky Gap Casino for approximately $203.9 million and Century Casinos will acquire the operating assets of the property for approximately $56.1 million.

Simultaneous with the closing of the transaction, the Century Master Lease will be amended to include Rocky Gap Casino and annual rent will increase by $15.5 million.

Additionally, the terms of the Century Master Lease will be extended such that, upon closing of the transaction, the lease will have a full 15-year initial base lease term remaining, with four 5-year tenant renewal options.

The tenants’ obligations under the Century Master Lease will continue to be guaranteed by Century Casinos.

- MGP Transactions. On April 29, 2022, we closed on the previously announced MGP Transactions governed by the MGP Master Transaction Agreement, pursuant to which we acquired MGP for total consideration of $11.6 billion, plus the assumption of approximately $5.7 billion principal amount of debt, inclusive of our 50.1% share of the MGM Grand/Mandalay Bay JV CMBS debt.

Simultaneous with the closing of the Mergers on April 29, 2022, we entered into the MGM Master Lease.

The MGM Master Lease has an initial term of 25 years, with three 10-year tenant renewal options and has an initial total annual rent of $860.0 million.

The total annual rent under the MGM Master Lease was reduced by $90.0 million upon the close of MGM’s sale of the operations of the Mirage to Hard Rock and entrance into the Mirage Lease on December 19, 2022, and further reduced by $40.0 million upon the close of MGM’s sale of the operations of Gold Strike on February 15, 2023 (which takes the total annual rent under the MGM Master Lease to $730.0 million), each as described below.

Subsequent to year-end, on January 9, 2023, we closed on the MGM Grand/Mandalay Bay JV Interest Acquisition and accordingly own 100% of the interest in the MGM Grand/Mandalay Bay JV.

On a combined basis, as of January 9, 2023, we receive approximately $1,073.8 million of annual rent under the MGM Master Lease and MGM Grand/Mandalay Bay Lease.

Refer to “*MGM Grand/Mandalay Bay JV Interest Acquisition*” above for further details.

We funded the Venetian

The EBITDAR generated by the operations of the Venetian Resort exceeded $550.0 million for the year ended December 31, 2022 and, accordingly, the Contingent Lease Support Agreement early terminated in accordance with its terms.

Loan Origination Activity

- Great Wolf Northeast Loan. On December 30, 2022, we entered into a loan with Great Wolf, under which we agreed to provide up to $287.9 million of senior secured financing (the “Great Wolf Northeast Loan”) the proceeds of which will be used to fund the development of a Great Wolf Lodge in Mashantucket, Connecticut, a 549-room indoor family resort water park project adjacent to the Foxwoods Resort Casino.

- Fontainebleau Las Vegas Loan. On December 23, 2022, we entered into definitive agreements pursuant to which we have agreed to provide up to $350.0 million in mezzanine loan financing (the “Fontainebleau Las Vegas Loan”) to a partnership between Fontainebleau Development, LLC, a builder, owner, and operator of luxury hospitality, commercial and retail properties, and Koch Real Estate Investments, the real estate investment arm of Koch Industries, to complete the construction of Fontainebleau Las Vegas, a 67-story hotel, gaming, meeting, and entertainment destination coming to the north end of the Las Vegas Strip.

The investment was, and will continue to be, funded by us in accordance with a construction draw schedule.

Subsequent to the closing of the MGP Transactions, which we anticipate will occur in the first half of 2022, we will have 43 market leading properties, 10 of which will be located on the Las Vegas Strip, consisting of 117 million square feet, 57,500 hotel rooms and featuring over 730 restaurants, bars and nightclubs across our portfolio.

Since the emergence of the COVID-19 pandemic in early 2020, among the broader public health, societal and global impacts, the pandemic has resulted in governmental and/or regulatory actions imposing temporary closures or restrictions from time to time on our tenants’ operations at our properties and our golf course operations.

Although all of our leased properties and our golf courses are currently open and operating, without restriction in some jurisdictions, they remain subject to any current or future operating limitations, restrictions or closures imposed by governments and/or regulatory authorities.

The ongoing nature of the pandemic, including the impact of emerging variants, may further adversely affect our tenants’ businesses and, accordingly, our business and financial performance could be adversely affected in the future.

All of our tenants have fulfilled their rent obligations through February 2022 and we regularly engage with our tenants in connection with their business performance, operations, liquidity and financial results.

However, the full extent to which the COVID-19 pandemic continues to adversely affect our tenants, and ultimately impacts us, depends on future developments which cannot be predicted with confidence, including the actions taken to contain the pandemic or mitigate its impact, including the availability, distribution, public acceptance and efficacy of

[Table o](#icabc55744e2c4d6ab7337d22602533b7_7)[f Contents](#icabc55744e2c4d6ab7337d22602533b7_7)

approved vaccines, new or mutated variants of COVID-19 (including vaccine-resistant variants) or a similar virus, the direct and indirect economic effects of the pandemic and containment measures on our tenants, our tenants’ financial performance and any future operating limitations or closures.

- Net income attributable to common stockholders was $1,013.9 million, or $1.76 per diluted share.

◦The MGP Transactions for approximately $17.2 billion, which upon closing will add $1,009.0 million of annualized rent to our portfolio;

◦The Great Wolf Mezzanine Loan, with a total commitment of $79.5 million and interest rate of 8.0%.

- Completed two equity offerings with an aggregate offering value of $5.4 billion.

- Settled the remaining 26,900,000 shares of the June 2020 Forward Sale Agreement for net proceeds of approximately $526.9 million.

- Used the proceeds from the September 2021 equity offering and settlement of the June 2020 Forward Sale Agreement to repay in full the $2.1 billion secured Term Loan B Facility and settle the outstanding interest rate swap agreements.

- MGP Transactions. On August 4, 2021, we, MGP and MGM, MGP’s controlling shareholder, announced that we entered into the MGP Master Transaction Agreement, pursuant to which we will acquire MGP for total consideration of $17.2 billion, inclusive of the assumption of approximately $5.7 billion of debt.

Simultaneous with the closing of the transaction, we will enter into the MGM Master Lease Agreement with MGM.

The MGM Master Lease Agreement will have an initial term of 25 years, with three 10-year tenant renewal options and will have an initial total annual rent of $860.0 million, which will be reduced by $90.0 million to $770.0 million, subject to the pending sale of the Mirage (although, in connection with such sale, we agreed to enter into a new separate lease with Hard Rock related to the land and real estate assets of the Mirage which will have initial annual base rent of $90.0 million with other economic terms substantially similar to the MGM Master Lease Agreement, as further described below).

Additionally, we will retain MGP’s existing 50.1% ownership stake in the BREIT JV, which owns the real estate

On a combined basis, the MGM Master Lease Agreement and BREIT JV lease will deliver initial attributable rent to us of approximately $1,009.0 million (which will be reduced to approximately $919.0 million upon closing of the sale of the Mirage).

However, we can provide no assurances that the MGP Transactions will close in the anticipated timeframe, on the contemplated terms or at all.

The Contingent Lease Support Agreement is limited to coverage of the Venetian Tenant’s rent obligations and does not cover any environmental expenses, litigation claims, or any cure or enforcement costs.

The obligations of the Venetian Tenant under the Venetian Lease Agreement are not guaranteed by Apollo or any of its affiliates.

After the termination of the Contingent Lease Support Agreement, the Venetian Tenant will be required to provide a letter of credit to secure seven and one-half months of the rent, real estate taxes and assessments and insurance obligations of the Venetian Tenant if the operating results from the Venetian Resort do not exceed certain thresholds.

As part of the non-binding arrangement, we will have a call right to acquire the real estate assets associated with any BigShots Golf facility financed by us, which transaction will be structured as a sale leaseback.

Pursuant to the non-binding letter agreement, the terms and conditions of any transaction between the parties will be set forth in definitive documentation.

- Great Wolf Mezzanine Loan. On June 16, 2021, we entered into a mezzanine loan agreement (the “Great Wolf Mezzanine Loan”) with an affiliate of Great Wolf Resorts, Inc. (“Great Wolf”) to provide up to $79.5 million to partially fund the development of the Great Wolf Lodge Maryland, a 48-acre indoor water park resort located in Perryville, MD.

Our commitment will be funded subject to customary terms and conditions in disbursements to the borrower based upon construction of the development and, as of December 31, 2021, approximately $33.6 million of funds have been disbursed.

We expect to fund our entire $79.5 million commitment by mid-2022.

In addition, pursuant to a non-binding letter agreement, we will have the opportunity for a period of up to five years to provide up to a total of $300.0 million of mezzanine financing, inclusive of the $79.5 million related to the Great Wolf Lodge Maryland, for the development and construction of Great Wolf’s extensive domestic and international indoor water park resort pipeline.

Disposition Activity

- Sale of Louisiana Downs. On November 1, 2021, we and Caesars closed on the previously announced transaction to sell Harrah’s Louisiana Downs to Rubico Acquisition Corp. for proceeds of $5.5 million to us.

The annual base rent payments under the Regional Master Lease Agreement remained unchanged following completion of the disposition.

We expect these transactions to be completed in the second half of 2022, and they remain subject to customary closing conditions, regulatory approvals and the closing of the MGP Transactions.

Specific terms of the redevelopment and related funding remain under discussion and subject to final documentation.

- Caesars Southern Indiana Lease Agreement. On September 3, 2021, in connection and concurrent with EBCI’s acquisition of the operations of Caesars Southern Indiana from Caesars, we entered into the EBCI Lease Agreement with a subsidiary of EBCI with respect to the real property associated with Caesars Southern Indiana.

Initial total annual rent under the lease with EBCI is $32.5 million.

Annual base rent payments under the Regional Master Lease Agreement were reduced by $32.5 million upon completion of EBCI’s acquisition of the operations of Caesars Southern Indiana and the execution of the EBCI Lease between us and the tenant.

In addition, as part of the transaction, we, EBCI and Caesars entered into the Danville ROFR Agreement pursuant to which we have the first right to enter into a sale leaseback transaction with respect to the real property associated with the development of a new casino resort in Danville, Virginia.

Borrowings under the Credit Facilities will

On February 18, 2022, we drew on the Revolving Credit Facility in the amount of $600.0 million to fund a portion of the purchase price of the Venetian Acquisition.

In addition, when that long-term debt matures, we may have to refinance [removed: the real estate] [added: such debt] at a higher interest rate.

In a rising interest rate environment, we have from time to time and may in the future seek to mitigate that risk by utilizing forward-starting interest rate swap [removed: agreements] [added: agreements, treasury locks] and other derivative instruments.

As of December 31, 2022, we had $15.5 billion of aggregate principal amount of outstanding indebtedness (inclusive of $1.5 billion of secured debt representing our 50.1% pro-rata interest of the $3.0 billion property-level debt secured by the MGM Grand Las Vegas and Mandalay Bay held in the MGM Grand/Mandalay Bay JV), all of which have fixed interest rates.

As of December 31, 2021, we had $4,750.0 million aggregate principal amount of outstanding indebtedness, all of which has fixed rate interest.

Our [removed: national,] geographically diverse portfolio currently consists of [removed: 28 market leading properties,] [added: 49 gaming facilities in the United States and Canada,] including Caesars Palace Las Vegas, [removed: Harrah’s Las Vegas] [added: MGM Grand] and the Venetian Resort, three of the most iconic entertainment facilities on the Las Vegas Strip.

Across over [removed: 62] [added: 124] million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in [removed: twelve states,] [added: fifteen states and Canada,] contain approximately [removed: 25,000] [added: 59,300] hotel rooms and feature over [removed: 250] [added: 450] restaurants, [removed: bars] [added: bars, nightclubs] and [removed: nightclubs.][added: sportsbooks.]

Our portfolio also includes [removed: three] [added: certain] real estate loan [removed: investments that] [added: investments, most of which] we have originated for strategic reasons in connection with transactions that may provide the potential to convert our investment into the ownership of certain of the underlying real estate in the future.

We also own [removed: and operate] four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.

We lease our properties to subsidiaries of, or entities [removed: managed, by] [added: managed by, Apollo,] Caesars, [removed: Penn National, Seminole Hard Rock,] Century Casinos, [added: CNB, EBCI, Foundation Gaming,] JACK Entertainment, [removed: EBCI] [added: MGM, PENN Entertainment, PURE Canadian Gaming] and [removed: Apollo,] [added: Seminole Hard Rock,] with Caesars [removed: being our largest tenant (and subsequent to the MGP Transactions, MGM] and [removed: Caesars] [added: MGM] being our largest [removed: tenants).][added: tenants.]

As a growth focused public real estate investment trust with long-term investments, we expect our relationship with our partners will position us for the acquisition of additional properties across leisure and hospitality over the [removed: long term.][added: long-term.]

[removed: In addition, given] [added: Given] our scale and deep industry knowledge, we believe we are well-positioned to execute highly complementary single-asset and portfolio acquisitions, as well as other investments, to augment growth as market conditions allow, with a focus on disciplined capital allocation.

We believe [removed: our] [added: VICI’s] election of REIT status, combined with the income generation from the Lease [removed: Agreements,] [added: Agreements and loans,] will enhance our ability to make distributions to our stockholders, providing investors with current income as well as long-term growth, subject to the [removed: current] macroeconomic [removed: impact of the COVID-19 pandemic] [added: environment, other global events] and market conditions more broadly.

We conduct our real property business through [removed: our Operating Partnership] [added: VICI OP] and our golf course business through a taxable REIT subsidiary (a “TRS”), VICI Golf.

- Leading portfolio of high-quality experiential gaming, hospitality, entertainment and leisure assets. Our portfolio features [removed: Caesars Palace Las Vegas, Harrah’s] [added: world renowned assets on the] Las Vegas [removed: and the Venetian Resort] [added: Strip] and market-leading urban, destination and regional properties with significant scale.

[removed: These] [added: Our properties are well-maintained and leased to leading] brands [added: that] seek to drive loyalty and value with guests through superior service and products and continuous innovation.

Our portfolio is anchored by our Las Vegas properties, [added: including] Caesars Palace Las Vegas, [removed: Harrah’s Las Vegas] [added: MGM Grand] and the Venetian Resort, which are located [removed: at the center of] [added: on] the Las Vegas Strip.

We believe Las Vegas is historically a market characterized by steady economic growth and high consumer and business demand with limited new [removed: supply, although such characteristics have been negatively impacted due to the COVID-19 pandemic.][added: supply.]

Our Las Vegas properties, which are [removed: two of] [added: among] the most iconic entertainment facilities in Las Vegas, feature gaming entertainment, large-scale hotels, extensive food and beverage options, state-of-the-art convention facilities, retail outlets and entertainment showrooms.

Our portfolio also includes market-leading regional resorts and destinations that we believe are benefiting from significant invested capital [added: and positive industry trends and performance] over recent years.

- Our properties feature diversified sources of revenue on both a business and geographic basis. Our portfolio includes [removed: 28] [added: 49] geographically diverse casino resorts that serve numerous Metropolitan Statistical Areas (“MSAs”) [removed: nationally.][added: in the United States and Canada.]

This also allows our tenants [added: with operations across multiple resorts and geographies] to derive [removed: multiple] revenue streams from an economically diverse set of customers and services to such customers.

These [added: services] include gaming, food and beverage, entertainment, hospitality and other sources of revenue.

We believe that this geographic diversity and the diversity of revenue sources that our tenants derive from our leased properties improves the stability of [added: our] rental revenue.

- Our long-term Lease Agreements provide a highly predictable base level of rent with embedded [removed: growth potential.] [added: growth.] Our properties are 100% occupied pursuant to our long-term triple-net Lease Agreements [removed: with] [added: by] subsidiaries of, or entities managed by, [added: Apollo,] Caesars, [removed: Penn National, Seminole Hard Rock,] Century Casinos, [added: CNB, EBCI, Foundation Gaming,] JACK Entertainment, [removed: EBCI] [added: MGM, PENN Entertainment, PURE Canadian Gaming] and [removed: Apollo providing] [added: Seminole Hard Rock, which provide] us with a predictable level of rental revenue to support future cash distributions to our stockholders.

Based on historical performance of the properties, we expect that the properties will [added: continue to] generate sufficient revenues for our tenants to pay to us all rent due under the Lease Agreements.

[added: - Strong relationships with the operators of our properties and existing agreements provide for visible growth.] We believe our relationships with [removed: Caesars, Penn National, Seminole Hard Rock, Century Casinos, JACK Entertainment, EBCI and Apollo,] [added: the operators of our properties,] including our contractual agreements with them and their applicable subsidiaries, will continue to drive significant benefits and mutual alignment of strategic interests in the future.

[added: - Hard Rock-Mirage Redevelopment.] In [removed: addition, in] connection with [removed: the announcement of] Hard Rock’s [removed: pending] acquisition of the operations of the Mirage from [removed: MGM, on closing of such acquisition, we will enter] [added: MGM (and our entry] into a triple-net lease agreement with Hard Rock with respect to the land and real estate assets of the [removed: Mirage, helping] [added: Mirage), we agreed with Hard Rock] to [removed: further strengthen] [added: negotiate definitive documentation providing us the opportunity to fund an up to $1.5 billion redevelopment of the Mirage through] our [removed: relationship with] [added: Partner Property Growth Fund if] Hard [removed: Rock.][added: Rock elects to seek third party financing for such redevelopment.]

- [removed: The] [added: The] payment obligations of our tenants are guaranteed by [removed: Caesars, Penn National, Seminole Hard Rock, Century Casinos, Rock Ohio Ventures LLC and EBCI,] [added: their parent entities,] as applicable. All of our existing properties are leased to subsidiaries of, or entities managed by, [added: Apollo,] Caesars, [removed: Penn National, Seminole Hard Rock,] Century Casinos, [added: CNB, EBCI, Foundation Gaming,] JACK Entertainment, [removed: EBCI] [added: MGM, PENN Entertainment, PURE Canadian Gaming] and [removed: Apollo.][added: Seminole Hard Rock, substantially all of which guarantee the payment obligations of the respective tenants under their respective leases.]

The Venetian Tenant’s obligations under the Venetian Lease [removed: Agreement] are not guaranteed by Apollo or any of its [removed: affiliates.][added: affiliates; however, the Venetian Lease does contain certain credit enhancements, which require the Venetian Tenant to]

In addition to the properties leased from us, [added: certain of] our tenants operate numerous other casino resorts, collectively comprising a [removed: nationally] recognized portfolio of [removed: brands.][added: brands in the United States and Canada.]

Mr. Pitoniak’s prior service as an independent board member of [added: multiple] public companies provides him with a unique and meaningful management perspective and enables him to work with our independent board of directors as a trusted steward of our extensive portfolio.

As of December 31, [removed: 2021,] [added: 2022,] 50% of our independent directors are women, one of whom is racially diverse.

| | | | Caesars Palace Las Vegas | | | | | | Las Vegas, NV | | | | | | 124 | | | | | | [removed: 1,660] [added: 1,580] | | | | | | 3,970 | | | | | | [added: Caesars] Las Vegas | | |

| | | | Harrah’s Las Vegas | | | | | | Las Vegas, NV | | | | | | 89 | | | | | | [removed: 1,340] [added: 1,130] | | | | | | 2,540 | | | | | | [added: Caesars] Las Vegas | | |

| | | | Venetian Resort | | | | | | Las Vegas, NV | | | | | | 225 | | | | | | [removed: 2,200] [added: 1,690] | | | | | | 7,100 | | | | | | Venetian | | |

| | | | Harvey’s Lake Tahoe | | | | | | Lake Tahoe, NV | | | | | | 51 | | | | | | [removed: 660] [added: 630] | | | | | | 740 | | | | | | [added: Caesars] Regional | | |

| | | | Harrah’s Lake Tahoe | | | | | | Stateline, NV | | | | | | 54 | | | | | | [removed: 830] [added: 780] | | | | | | 510 | | | | | | [added: Caesars] Regional | | |

| | | | Harrah’s Laughlin | | | | | | Laughlin, NV | | | | | | [removed: 56] [added: 58] | | | | | | [removed: 920] [added: 800] | | | | | | 1,510 | | | | | | [added: Caesars] Regional | | |

| | | | Caesars Atlantic City | | | | | | Atlantic City, NJ | | | | | | 113 | | | | | | [removed: 2,280] [added: 2,030] | | | | | | [removed: 1,140] [added: 1,150] | | | | | | [added: Caesars] Regional | | |

| | | | Harrah’s Atlantic City | | | | | | Atlantic City, NJ | | | | | | [removed: 156] [added: 150] | | | | | | [removed: 2,220] [added: 1,990] | | | | | | 2,590 | | | | | | [added: Caesars] Regional | | |

| | | | Harrah’s Philadelphia | | | | | | Chester, PA | | | | | | [removed: 111] [added: 100] | | | | | | [removed: 2,380] [added: 1,770] | | | | | | N/A | | | | | | [added: Caesars] Regional | | |

| | | | Horseshoe Hammond | | | | | | Hammond, IN | | | | | | 117 | | | | | | [removed: 2,290] [added: 2,090] | | | | | | N/A | | | | | | [added: Caesars] Regional | | |

| | | | Harrah’s Joliet (1) | | | | | | Joliet, IL | | | | | | 39 | | | | | | [removed: 1,130] [added: 900] | | | | | | 200 | | | | | | [removed: Regional] [added: Joliet] | | |

| | | | JACK Cleveland | | | | | | Cleveland, OH | | | | | | 96 | | | | | | 1,450 | | | | | | N/A | | | | | | JACK [removed: Cleveland/Thistledown] | | |

Our long-term triple-net leases provide our tenants with complete control over management at our leased properties, including sole responsibility for all operations and related expenses, including property taxes, insurance and maintenance, repair, improvement and other capital expenditures, as well as over the implementation of environmental sustainability and other initiatives.

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

Our Lease Agreements are generally long-term in nature with initial terms ranging from 15 to 30 years and are structured with several tenant renewal options extending the term of the lease for another 5 to 30 years.

All of our Lease Agreements provide for annual base rent escalations which range from 1% in the earlier years to the greater of 2% or CPI in the later years, with certain of our leases providing for a cap with respect to the maximum CPI-based increase.

We have entered into several right of first refusal, right of first offer and put-call agreements, as well as other strategic arrangements, including our Partner Property Growth Fund, which we believe provide the opportunity for significant embedded growth as we pursue our future strategic objectives.

- Portfolio of strategic loans with leading experiential operators. We have entered into strategic financing relationships with market-leading experiential brand operators such as Great Wolf Resorts Inc. (“Great Wolf”), a leading operator of family-oriented indoor waterparks, Cabot, an owner, developer and operator of world-class destination golf resorts and communities, and Canyon Ranch, a leading pioneer in integrative wellness.

We believe these relationships may lead to additional mutually beneficial growth opportunities with these industry-leading experiential operators in the future.

Furthermore, certain of these financing arrangements provide the potential to convert our investment into ownership of certain of the underlying real estate in the future.

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

provide a letter of credit to secure rent, real estate taxes and assessments and insurance obligations of the Venetian Tenant for a certain period of time if the operating results from the Venetian Resort do not meet certain thresholds.

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

| Calgary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | PURE Casino Calgary | | | | | | Calgary, AB | | | | | | 22 | | | | | | 871 | | | | | | N/A | | | | | | PURE | | |

| | | | PURE Casino Lethbridge | | | | | | Lethbridge, AB | | | | | | 13 | | | | | | 451 | | | | | | N/A | | | | | | PURE | | |

| Edmonton | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | PURE Casino Edmonton | | | | | | Edmonton, AB | | | | | | 72 | | | | | | 895 | | | | | | N/A | | | | | | PURE | | |

| | | | PURE Casino Yellowhead | | | | | | Edmonton, AB | | | | | | 75 | | | | | | 792 | | | | | | N/A | | | | | | PURE | | |

| Jackson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | WaterView | | | | | | Vicksburg, MS | | | | | | 37 | | | | | | 660 | | | | | | 122 | | | | | | Foundation | | |

| | | | Fitz | | | | | | Robinsonville, MS | | | | | | 39 | | | | | | 873 | | | | | | 506 | | | | | | Foundation | | |

| | | | Gold Strike Tunica | | | | | | Robinsonville, MS | | | | | | 57 | | | | | | 1,143 | | | | | | 1,109 | | | | | | Gold Strike | | |

| | | | Harrah’s Metropolis | | | | | | Metropolis, IL | | | | | | 24 | | | | | | 670 | | | | | | 210 | | | | | | Caesars Regional | | |

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

| Reno / Sacramento | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Total Casinos | | | | | | 49 | | | | | | 4,083 | | | | | | 65,386 | | | | | | 59,379 | | | | | | | | |

| | | | Total | | | | | | 53 | | | | | | 4,083 | | | | | | 65,386 | | | | | | 59,379 | | | | | | | | |

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

Call Right Agreements

- Canyon Ranch Austin Call Right. We entered into a call right agreement with Canyon Ranch pursuant to which we will have the right to acquire the real estate assets of Canyon Ranch Austin for up to 24 months following stabilization (with the Canyon Ranch Austin Loan balance being settled in connection with the exercise of such call right), which transaction will be structured as a sale leaseback (with the simultaneous entry into a triple-net lease with Canyon Ranch that will have an initial term of 25 years, with eight 5-year tenant renewal options).

- BigShots Call Right. We entered into a right of first offer and call right agreement (the “BigShots ROFO and Call Right Agreement”) with an affiliate of BigShots Golf (as defined below), pursuant to which we have a call right to

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

Right of First Refusal (“ROFR”) and Right of First Offer (“ROFO”) Agreements

- Canyon Ranch ROFO. We have a ROFO agreement with Canyon Ranch with respect to future financing opportunities for Canyon Ranch and certain of its affiliates for the funding of certain facilities (including Canyon Ranch Austin, Canyon Ranch Tucson and Canyon Ranch Lenox, and any other fee owned Canyon Ranch branded wellness resort), until the date that is the earlier of five years from commencement of the Canyon Ranch Austin lease (to the extent applicable) and the date that neither VICI nor any of its affiliates are landlord under such lease, subject to certain specified terms, conditions and exceptions.

- BigShots ROFO. Pursuant to the BigShots ROFO and Call Right Agreement, for so long as the BigShots Loan (as defined below) remains outstanding and we continue to hold a majority interest therein, we will have a ROFO on any multi-site mortgage, mezzanine, preferred equity, or other similar financing that is treated as debt to be obtained by BigShots Golf (or any of its affiliates) in connection with the development of BigShots Golf, subject to additional terms and conditions.

Other Embedded Growth Agreements

- Canyon Ranch Purchase Option. We entered into a purchase option agreement with Canyon Ranch, pursuant to which we have an option to acquire the real estate assets associated with the existing Canyon Ranch Tucson and Canyon Ranch Lenox properties, which transactions will be structured as sale leasebacks, in each case solely to the extent Canyon Ranch elects to sell either or both such properties in a sale leaseback structure for a specific period of time, subject to certain conditions.

Most recently, we committed to fund $51.9 million for the construction of a land-based casino with a 38-room hotel tower at Century Casino Caruthersville, which will result in $4.2 million of incremental annual rent under the Century Master Lease following completion of the projects.

[Table of Content](#i0ec8509054d64d8282fb5b2fcc89907c_7)[s](#i0ec8509054d64d8282fb5b2fcc89907c_7)

- Cabot Golf Course Management Agreement. On October 1, 2022, we entered into a management agreement with CDN Golf, an affiliate of Cabot, a developer, owner and operator of world-class destination golf resorts and communities, pursuant to which CDN Golf manages our four Golf Courses.

Pursuant to the management agreement, CDN Golf has assumed all day-to-day operations of the Golf Courses and the employees at each of the Golf Courses are employees of CDN Golf.

Subsequent to the closing of the MGP Transactions, which we anticipate will occur in the first half of 2022, we will have 43 market leading properties, 10 of which will be located on the Las Vegas Strip, consisting of 117 million square feet, 57,500 hotel rooms and featuring over 400 restaurants, bars and nightclubs across our portfolio.

Despite the ongoing impact and uncertainty of the COVID-19 pandemic, we continue to evaluate and may opportunistically pursue accretive acquisitions or investments that may arise in the market.

Impact of the COVID-19 Pandemic on Our Business

Since the emergence of the COVID-19 pandemic in early 2020, among the broader public health, societal and global impacts, the pandemic has resulted in governmental and/or regulatory actions imposing temporary closures or restrictions from time to time on our tenants’ operations at our properties and our golf course operations.

Although all of our leased properties and our golf courses are currently open and operating, without restriction in some jurisdictions, they remain subject to any current or future operating limitations, restrictions or closures imposed by governmental and/or regulatory authorities.

While our tenants’ recent performance at many of our leased properties has been at or above pre-pandemic levels, our tenants may continue to face additional challenges and uncertainty due to the impact of the COVID-19 pandemic, such as complying with operational and capacity restrictions and ensuring sufficient employee staffing and service levels, and the sustainability of maintaining improved operating margins and financial performance.

The ongoing nature of the pandemic, including the impact of emerging variants, may further adversely affect our tenants’ businesses and, accordingly, our business and financial performance could be

[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)

adversely affected in the future.

All of our tenants have fulfilled their rent obligations through February 2022 and we regularly engage with our tenants in connection with their business performance, operations, liquidity and financial results.

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 COVID-19 pandemic continues to adversely affect our tenants, and ultimately impacts us, depends on future developments which cannot be predicted with confidence, including the actions taken to contain the pandemic or mitigate its impact, including the availability, distribution, public acceptance and efficacy of approved vaccines, new or mutated variants of COVID-19 (including vaccine-resistant variants) or a similar virus, the direct and indirect economic effects of the pandemic and containment measures on our tenants, our tenants’ financial performance and any future operating limitations or closures.

For more information, refer to “[Part I – Item 1A.

Risk Factors](#icabc55744e2c4d6ab7337d22602533b7_19)” included in this Annual Report on Form 10-K.

Our properties are well-maintained and leased to leading brands such as Venetian, Caesars, Harrah’s, Harvey’s, Horseshoe, Margaritaville, Greektown, JACK, Hard Rock, Century and Mountaineer.

Subsequent to the closing of the MGP Transactions, which we anticipate will occur in the first half of 2022, we will add 15 high-quality properties, seven of which are located on the Las Vegas Strip and eight of which are regional gaming destinations.

Subsequent to the closing of the MGP Transactions, we will add 15 high-quality properties to our portfolio, serving three additional MSAs nationally.

While our tenants’ recent performance at many of our leased properties has been at or above pre-pandemic levels, some of our properties have been and continue to be adversely impacted by the COVID-19 pandemic, and the current operating results may not be indicative of long-term operating results.

Upon closing of the MGP Transactions, we will enter into a long-term triple-net lease agreement with a subsidiary of MGM and we look forward to continuing to build our relationship with MGM.

Caesars guarantees the payment obligations of our tenants under the Caesars Lease Agreements, Penn National guarantees the payment obligations of our tenant under the Penn National Lease Agreements, Seminole Hard Rock guarantees the payment obligations of our tenant under the Hard Rock Cincinnati Lease Agreement, Century Casinos guarantees the payment obligations of our tenant under the Century Portfolio Lease Agreement, Rock Ohio Ventures LLC guarantees the payment obligations of our tenants under the JACK Cleveland/Thistledown Lease Agreement, and EBCI guarantees the payment obligations of our tenant under the EBCI Lease Agreement.

However, we are a third-party beneficiary to an agreement between the Venetian Tenant and Las Vegas Sands Corp. (“LVS”) whereby LVS provides contingent lease payment support through 2023, if certain conditions are met.

Subsequent to the closing of the MGP Transactions, MGM will guarantee the payment obligations of its tenant under the MGM Master Lease Agreement.

Subsequent to the closing of our pending transactions, our portfolio will include additional nationally recognized brands.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| San Francisco / Sacramento | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Philadelphia | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cleveland | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Detroit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Memphis | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Harrah’s Metropolis | | | | | | Metropolis, IL | | | | | | 24 | | | | | | 870 | | | | | | 260 | | | | | | Regional | | |

| New Orleans | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Total Casinos | | | | | | 28 | | | | | | 2,115 | | | | | | 39,510 | | | | | | 25,062 | | | | | | | | |

| Las Vegas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Total | | | | | | 32 | | | | | | 2,115 | | | | | | 39,510 | | | | | | 25,062 | | | | | | | | |

Pending Acquisitions and Put/Call Properties

The following tables summarize the properties we will acquire upon consummation of the MGP Transactions and the properties subject to put/call agreements with Caesars.

| Pending Acquisitions (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Gold Strike Tunica | | | | | | Tunica, MS | | | | | | 48 | | | | | | 1,014 | | | | | | 1,133 | | | | | | MGM | | |

| | | | Total | | | | | | 15 | | | | | | 1,631 | | | | | | 27,411 | | | | | | 32,675 | | | | | | | | |

| Indianapolis | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

As of December 31, [removed: 2021,] [added: 2022,] we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows.

In connection with the Mergers, three lawsuits were filed by purported MGP shareholders and six lawsuits were filed by purported VICI stockholders challenging the disclosures made, as applicable, in the Registration Statement on Form S-4 filed on September 8, 2021 and the Prospectus filed on September 23, 2021.

The plaintiffs in each action sought, among other things, to enjoin the Mergers and the transactions contemplated by the MGP Master Transaction Agreement and an award of costs and attorneys’ fees.

Each of the lawsuits has been dismissed pursuant to applicable litigation procedure, although additional lawsuits arising out of the MGP Transactions may be filed in the future.

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

Commission file number: [removed: 000-55791][added: 000-55791 (VICI Properties Inc.)]

| Maryland | | | [added: (VICI Properties Inc.)] | | | 81-4177147 | | |

| [removed: Common] [added: Common] stock, $0.01 par [removed: value] [added: value] | | | | | | [removed: VICI] [added: VICI] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company, or an emerging growth company.

| Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | | | [added: | | | Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | | |]

| Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ | | | [added: | | | Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☐ | | |]

| | | | | | | Emerging growth company | | | ☐ | | | [added: | | | | | | | | | Emerging growth company | | | ☐ | | |]

As of June 30, [removed: 2021] [added: 2022] (the last business day of [removed: the registrant's] [added: VICI Properties Inc.’s] most recently completed second fiscal quarter), the aggregate market value of the common stock held by non-affiliates of [removed: the registrant] [added: VICI Properties Inc.] was approximately [removed: $16.6] [added: $28.6] billion, based on the closing price of the common stock as reported on the NYSE on that date.

Portions of the [removed: Company’s] [added: VICI Properties Inc.’s] definitive proxy statement relating to the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the calendar year to which this report relates, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form [removed: 10-K as indicated herein.][added: 10-K.]

| | | | [Item 1 – [removed: Business](#icabc55744e2c4d6ab7337d22602533b7_13)] [added: Business](#i0ec8509054d64d8282fb5b2fcc89907c_13)] | | | [removed: [7](#icabc55744e2c4d6ab7337d22602533b7_13)] [added: [6](#i0ec8509054d64d8282fb5b2fcc89907c_13)] | | |

| | | | [Item 1A – Risk [removed: Factors](#icabc55744e2c4d6ab7337d22602533b7_19)] [added: Factors](#i0ec8509054d64d8282fb5b2fcc89907c_19)] | | | [removed: [23](#icabc55744e2c4d6ab7337d22602533b7_19)] [added: [22](#i0ec8509054d64d8282fb5b2fcc89907c_19)] | | |

| | | | [Item 1B – Unresolved Staff [removed: Comments](#icabc55744e2c4d6ab7337d22602533b7_22)] [added: Comments](#i0ec8509054d64d8282fb5b2fcc89907c_22)] | | | [removed: [52](#icabc55744e2c4d6ab7337d22602533b7_22)] [added: [44](#i0ec8509054d64d8282fb5b2fcc89907c_22)] | | |

| | | | [Item 2 – [removed: Properties](#icabc55744e2c4d6ab7337d22602533b7_25)] [added: Properties](#i0ec8509054d64d8282fb5b2fcc89907c_25)] | | | [removed: [52](#icabc55744e2c4d6ab7337d22602533b7_25)] [added: [44](#i0ec8509054d64d8282fb5b2fcc89907c_25)] | | |

| | | | [Item 3 – Legal [removed: Proceedings](#icabc55744e2c4d6ab7337d22602533b7_28)] [added: Proceedings](#i0ec8509054d64d8282fb5b2fcc89907c_28)] | | | [removed: [52](#icabc55744e2c4d6ab7337d22602533b7_28)] [added: [44](#i0ec8509054d64d8282fb5b2fcc89907c_28)] | | |

| | | | [Item 4 – Mine Safety [removed: Disclosures](#icabc55744e2c4d6ab7337d22602533b7_31)] [added: Disclosures](#i0ec8509054d64d8282fb5b2fcc89907c_31)] | | | [removed: [52](#icabc55744e2c4d6ab7337d22602533b7_31)] [added: [44](#i0ec8509054d64d8282fb5b2fcc89907c_31)] | | |

| | | | [Item 5 – Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#icabc55744e2c4d6ab7337d22602533b7_37)] [added: Securities](#i0ec8509054d64d8282fb5b2fcc89907c_37)] | | | [removed: [53](#icabc55744e2c4d6ab7337d22602533b7_37)] [added: [45](#i0ec8509054d64d8282fb5b2fcc89907c_37)] | | |

| | | | [Item 6 – [removed: \[Reserved\]](#icabc55744e2c4d6ab7337d22602533b7_40)] [added: \[Reserved\]](#i0ec8509054d64d8282fb5b2fcc89907c_40)] | | | [removed: [55](#icabc55744e2c4d6ab7337d22602533b7_40)] [added: [47](#i0ec8509054d64d8282fb5b2fcc89907c_40)] | | |

| | | | [Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#icabc55744e2c4d6ab7337d22602533b7_43)] [added: Operations](#i0ec8509054d64d8282fb5b2fcc89907c_43)] | | | [removed: [56](#icabc55744e2c4d6ab7337d22602533b7_43)] [added: [48](#i0ec8509054d64d8282fb5b2fcc89907c_43)] | | |

| | | | [Item 7A – Quantitative and Qualitative Disclosures About Market [removed: Risk](#icabc55744e2c4d6ab7337d22602533b7_52)] [added: Risk](#i0ec8509054d64d8282fb5b2fcc89907c_52)] | | | [removed: [73](#icabc55744e2c4d6ab7337d22602533b7_52)] [added: [67](#i0ec8509054d64d8282fb5b2fcc89907c_52)] | | |

| | | | [Item 8 – Financial Statements and Supplementary [removed: Data](#icabc55744e2c4d6ab7337d22602533b7_55)] [added: Data](#i0ec8509054d64d8282fb5b2fcc89907c_55)] | | | [removed: [73](#icabc55744e2c4d6ab7337d22602533b7_55)] [added: [67](#i0ec8509054d64d8282fb5b2fcc89907c_55)] | | |

| | | | [Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#icabc55744e2c4d6ab7337d22602533b7_58)] [added: Disclosure](#i0ec8509054d64d8282fb5b2fcc89907c_58)] | | | [removed: [73](#icabc55744e2c4d6ab7337d22602533b7_58)] [added: [68](#i0ec8509054d64d8282fb5b2fcc89907c_58)] | | |

| | | | [Item 9A – Controls and [removed: Procedures](#icabc55744e2c4d6ab7337d22602533b7_61)] [added: Procedures](#i0ec8509054d64d8282fb5b2fcc89907c_61)] | | | [removed: [74](#icabc55744e2c4d6ab7337d22602533b7_61)] [added: [68](#i0ec8509054d64d8282fb5b2fcc89907c_61)] | | |

| | | | [Item 9B – Other [removed: Information](#icabc55744e2c4d6ab7337d22602533b7_64)] [added: Information](#i0ec8509054d64d8282fb5b2fcc89907c_64)] | | | [removed: [74](#icabc55744e2c4d6ab7337d22602533b7_64)] [added: [69](#i0ec8509054d64d8282fb5b2fcc89907c_64)] | | |

| | | | [Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#icabc55744e2c4d6ab7337d22602533b7_1600)] [added: Inspections](#i0ec8509054d64d8282fb5b2fcc89907c_67)] | | | [removed: [74](#icabc55744e2c4d6ab7337d22602533b7_1600)] [added: [69](#i0ec8509054d64d8282fb5b2fcc89907c_67)] | | |

| [Part [removed: III](#icabc55744e2c4d6ab7337d22602533b7_67)] [added: III](#i0ec8509054d64d8282fb5b2fcc89907c_70)] | | | | | | | | |

| | | | [Item 10 – Directors, Executive Officers and Corporate [removed: Governance](#icabc55744e2c4d6ab7337d22602533b7_70)] [added: Governance](#i0ec8509054d64d8282fb5b2fcc89907c_73)] | | | [removed: [75](#icabc55744e2c4d6ab7337d22602533b7_70)] [added: [70](#i0ec8509054d64d8282fb5b2fcc89907c_73)] | | |

| | | | [Item 11 – Executive [removed: Compensation](#icabc55744e2c4d6ab7337d22602533b7_73)] [added: Compensation](#i0ec8509054d64d8282fb5b2fcc89907c_76)] | | | [removed: [75](#icabc55744e2c4d6ab7337d22602533b7_73)] [added: [70](#i0ec8509054d64d8282fb5b2fcc89907c_76)] | | |

| | | | [Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#icabc55744e2c4d6ab7337d22602533b7_76)] [added: Matters](#i0ec8509054d64d8282fb5b2fcc89907c_79)] | | | [removed: [75](#icabc55744e2c4d6ab7337d22602533b7_76)] [added: [70](#i0ec8509054d64d8282fb5b2fcc89907c_79)] | | |

| | | | [Item 13 – Certain Relationships and Related Transactions, and Director [removed: Independence](#icabc55744e2c4d6ab7337d22602533b7_79)] [added: Independence](#i0ec8509054d64d8282fb5b2fcc89907c_82)] | | | [removed: [75](#icabc55744e2c4d6ab7337d22602533b7_79)] [added: [70](#i0ec8509054d64d8282fb5b2fcc89907c_82)] | | |

| | | | [Item 14 – Principal [removed: Accounting] [added: Accountant] Fees and [removed: Services](#icabc55744e2c4d6ab7337d22602533b7_82)] [added: Services](#i0ec8509054d64d8282fb5b2fcc89907c_85)] | | | [removed: [75](#icabc55744e2c4d6ab7337d22602533b7_82)] [added: [70](#i0ec8509054d64d8282fb5b2fcc89907c_85)] | | |

| | | | [Item 15 – Exhibits and Financial Statement [removed: Schedule](#icabc55744e2c4d6ab7337d22602533b7_88)] [added: Schedules](#i0ec8509054d64d8282fb5b2fcc89907c_91)] | | | [removed: [76](#icabc55744e2c4d6ab7337d22602533b7_88)] [added: [71](#i0ec8509054d64d8282fb5b2fcc89907c_91)] | | |

| | | | [Item 16 – Form 10-K [removed: Summary](#icabc55744e2c4d6ab7337d22602533b7_94)] [added: Summary](#i0ec8509054d64d8282fb5b2fcc89907c_97)] | | | [removed: [79](#icabc55744e2c4d6ab7337d22602533b7_94)] [added: [76](#i0ec8509054d64d8282fb5b2fcc89907c_97)] | | |

| [Index to Consolidated Financial Statements and [removed: Schedule](#icabc55744e2c4d6ab7337d22602533b7_100)] [added: Schedule](#i0ec8509054d64d8282fb5b2fcc89907c_103)] | | | | | | [F - [removed: 1](#icabc55744e2c4d6ab7337d22602533b7_100)] [added: 1](#i0ec8509054d64d8282fb5b2fcc89907c_103)] | | |

*In this Annual Report on Form 10-K, the words [removed: “VICI,”] the “Company,” [added: “VICI,”] “we,” “our,” and “us” refer to VICI Properties Inc. and its subsidiaries, [added: including VICI LP,] on a consolidated basis, unless otherwise stated or the context requires otherwise.*

[removed: *“2025] [added: *“February 2020] Notes” [removed: refers] [added: refer collectively] to [added: (i) the] $750.0 million aggregate principal amount of 3.500% senior unsecured notes due [removed: 2025 issued by] [added: 2025, (ii)] the [removed: Operating Partnership] [added: $750.0 million aggregate principal amount of 3.750% senior unsecured notes due 2027,] and [removed: VICI Note Co. Inc., as Co-Issuer,] [added: (iii) the $1.0 billion aggregate principal amount of 4.125% senior unsecured notes due 2030,] in [removed: February 2020.*][added: each case issued by VICI LP and Co-*]

[removed: *“2026] [added: *“November 2019] Notes” [removed: refers] [added: refer collectively] to [added: (i) the] $1.25 billion aggregate principal amount of 4.250% senior unsecured notes due [removed: 2026] [added: 2026, and (ii) the $1.0 billion aggregate principal amount of 4.625% senior unsecured notes due 2029, in each case] issued by [removed: the Operating Partnership] [added: VICI LP] and VICI Note Co. Inc., as Co-Issuer, in November 2019.*

*“Caesars [removed: Lease Agreements”] [added: Leases”] refer collectively to [removed: (i) prior to] the [removed: consummation of the Eldorado Transaction, the CPLV Lease Agreement, the Non-CPLV Lease Agreement, the Joliet Lease Agreement and the HLV Lease Agreement, and (ii) from and after the consummation of the Eldorado Transaction, the] [added: Caesars] Las Vegas Master [removed: Lease Agreement,] [added: Lease,] the [added: Caesars] Regional Master Lease [removed: Agreement] and the Joliet [removed: Lease Agreement,] [added: Lease,] in each case, unless the context otherwise requires.*

*“Century [removed: Portfolio”] [added: Master Lease”] refers to the [removed: real estate assets associated with] [added: lease agreement for] the (i) Mountaineer Casino, Racetrack & Resort located in New Cumberland, West Virginia, (ii) Century Casino Caruthersville located in Caruthersville, Missouri and (iii) Century Casino Cape Girardeau located in Cape Girardeau, Missouri, [removed: which we purchased on December 6, 2019.*][added: as amended from time to time.*]

[removed: *“Century Portfolio Lease Agreement”] [added: *“Joliet Lease”] refers to the lease agreement for the [removed: Century Portfolio,] [added: facility in Joliet, Illinois,] as amended from time to time.*

Commission file number: 333-264352-01 (VICI Properties L.P.)

VICI Properties L.P.

| Delaware | | | (VICI Properties L.P.) | | | 35-2576503 | | |

| VICI Properties Inc. Yes ☒ No ☐ | | | | | | VICI Properties L.P. Yes ☒ No ☐ | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| VICI Properties Inc. Yes ☐ No ☒ | | | | | | VICI Properties L.P. Yes ☐ No ☒ | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| VICI Properties Inc. Yes ☒ No ☐ | | | | | | VICI Properties L.P. Yes ☒ No ☐ | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| VICI Properties Inc. Yes ☒ No ☐ | | | | | | VICI Properties L.P. Yes ☒ No ☐ | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| VICI Properties Inc. | | | | | | | | | | | | | | | VICI Properties L.P. | | | | | | | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| VICI Properties Inc. ☐ | | | | | | VICI Properties L.P. ☐ | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| VICI Properties Inc. Yes ☒ No ☐ | | | | | | VICI Properties L.P. Yes ☒ No ☐ | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| VICI Properties Inc. ☐ | | | | | | VICI Properties L.P. ☐ | | |

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| VICI Properties Inc. ☐ | | | | | | VICI Properties L.P. ☐ | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| VICI Properties Inc. Yes ☐ No ☒ | | | | | | VICI Properties L.P. Yes ☐ No ☒ | | |

VICI Properties L.P. had no publicly-traded voting equity as of June 30, 2022.

As of February 21, 2023, VICI Properties Inc. had 1,003,674,749 shares of common stock, $0.01 par value per share, outstanding.

VICI Properties L.P. has no common stock outstanding.

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2022 of VICI Properties Inc. and VICI Properties L.P. Unless stated otherwise or the context otherwise requires, references to “VICI” mean VICI Properties Inc. and its consolidated subsidiaries, including VICI Properties OP LLC (“VICI OP”), and references to “VICI LP” mean VICI Properties L.P. and its consolidated subsidiaries.

Unless stated otherwise or the context otherwise requires, the terms “the Company,” “we,” “our” and “us” mean VICI and VICI LP, including, collectively, their consolidated subsidiaries.

In order to highlight the differences between VICI and VICI LP, the separate sections in this report for VICI and VICI LP are described below and specifically refer to VICI and VICI LP.

Yes ☒ No ☐

Yes ☐ No ☒

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

As of February 22, 2022, the registrant had 748,390,629 shares of common stock outstanding.

[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)

| [Part I](#icabc55744e2c4d6ab7337d22602533b7_10) | | | | | | | | |

| [Part II](#icabc55744e2c4d6ab7337d22602533b7_34) | | | | | | | | |

| [Part IV](#icabc55744e2c4d6ab7337d22602533b7_85) | | | | | | | | |

| [Signatures](#icabc55744e2c4d6ab7337d22602533b7_97) | | | | | | [80](#icabc55744e2c4d6ab7337d22602533b7_97) | | |

*“2027 Notes” refers to $750.0 million aggregate principal amount of 3.750% senior unsecured notes due 2027 issued by the Operating Partnership and VICI Note Co. Inc., as Co-Issuer, in February 2020.*

*“2029 Notes” refers to $1.0 billion aggregate principal amount of 4.625% senior unsecured notes due 2029 issued by the Operating Partnership and VICI Note Co. Inc., as Co-Issuer, in November 2019.*

*“2030 Notes” refers to $1.0 billion aggregate principal amount of 4.125% senior unsecured notes due 2030 issued by the Operating Partnership and VICI Note Co. Inc., as Co-Issuer, in February 2020.*

*“BREIT JV” refers to the joint venture between MGP and Blackstone Real Estate Income Trust, Inc. in which the Company will retain MGP’s existing 50.1% ownership stake following the closing of the MGP Transactions.*

*“Caesars” refers to Caesars Entertainment, Inc., a Delaware corporation, formerly Eldorado, following the consummation of the Eldorado/Caesars Merger on July 20, 2020 and Eldorado’s conversion to a Delaware corporation.*

*“Caesars Forum Convention Center” refers to the Caesars Forum Convention Center in Las Vegas, Nevada, and the approximately 28 acres of land upon which the Caesars Forum Convention Center is built and/or otherwise used in connection with or necessary for the operation of the Caesars Forum Convention Center.*

*“Caesars Southern Indiana” refers to the real estate assets associated with the Caesars Southern Indiana Casino and Hotel, located in Elizabeth, Indiana, the operations of which were purchased by EBCI from Caesars on September 3, 2021, and which retained the Caesars brand name in accordance with the terms of a licensing agreement negotiated between EBCI and Caesars.*

CEOC was a subsidiary of Pre-Merger Caesars, and following the consummation of the Eldorado/Caesars Merger, is a subsidiary of Caesars.*

*“CPLV CMBS Debt” refers to $1.55 billion of asset-level real estate mortgage financing of Caesars Palace Las Vegas, incurred by a subsidiary of the Operating Partnership on October 6, 2017 and repaid in full on November 26, 2019.*

Following the consummation of the Eldorado/Caesars Merger on July 20, 2020, Eldorado converted to a Delaware corporation and changed its name to Caesars Entertainment, Inc.*

*“Eldorado Master Transaction Agreement” or “Eldorado MTA” refers to the Master Transaction Agreement dated June 24, 2019 with Eldorado relating to the Eldorado Transaction.

The Eldorado MTA was previously referred to as the “Master Transaction Agreement” or “MTA”.*

*“Eldorado/Caesars Merger” refers to the merger consummated on July 20, 2020 under an Agreement and Plan of Merger pursuant to which a subsidiary of Eldorado merged with and into Pre-Merger Caesars, with Pre-Merger Caesars surviving as a wholly owned subsidiary of Caesars (which changed its name from Eldorado in connection with the closing of the Eldorado/Caesars Merger).*

*“Greektown” refers to the real estate assets associated with the Greektown Casino-Hotel, located in Detroit, Michigan, which we purchased on May 23, 2019.*

*“Hard Rock Cincinnati” refers to the casino-entitled land and real estate and related assets associated with the Hard Rock Cincinnati Casino, located in Cincinnati, Ohio, which we purchased on September 20, 2019.*

*“Harrah’s Original Call Properties” refers to the land and real estate assets associated with Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City, which we purchased on July 20, 2020 upon the consummation of the Eldorado Transaction.

The Harrah’s Original Call Properties were previously referred to as the “MTA Properties”.*

*“HLV Lease Agreement” refers to the lease agreement for the Harrah’s Las Vegas facilities, as amended from time to time, which was combined with the CPLV Lease Agreement into the Las Vegas Master Lease Agreement upon the consummation of the Eldorado Transaction.*

*“JACK Cleveland/Thistledown” refers to the casino-entitled land and real estate and related assets associated with the JACK Cleveland Casino located in Cleveland, Ohio, and the video lottery gaming and pari-mutuel wagering authorized land and real estate and related assets of JACK Thistledown Racino located in North Randall, Ohio, which we purchased on January 24, 2020.*

*“Lease Agreements” refer collectively to the Caesars Lease Agreements, the Penn National Lease Agreements, the Hard Rock Cincinnati Lease Agreement, the Century Portfolio Lease Agreement, the JACK Cleveland/Thistledown Lease Agreement, the EBCI Lease Agreement and the Venetian Lease Agreement, unless the context otherwise requires.*

*“MGM Tax Protection Agreement” refers* *to the form of tax protection agreement that we have agreed to enter into with MGM upon consummation of the MGP Transactions.*

*“Non-CPLV Lease Agreement” refers to the lease agreement for regional properties (other than the facility in Joliet, Illinois) leased to Pre-Merger Caesars prior to the consummation of the Eldorado Transaction, as amended from time to time, which was replaced by the Regional Master Lease Agreement upon the consummation of the Eldorado Transaction.*

*“November 2019 Senior Unsecured Notes” refers collectively to the 2026 Notes and the 2029 Notes.*

Following the consummation of the Eldorado/Caesars Merger on July 20, 2020, Pre-Merger Caesars became a wholly owned subsidiary of Caesars.*

*“Regional Master Lease Agreement” refers to the lease agreement for the regional properties (other than the facility in Joliet, Illinois) leased to Caesars, as amended from time to time, from and after the consummation of the Eldorado Transaction.*

*“Second Lien Notes” refers to $766.9 million aggregate principal amount of 8.0% second priority senior secured notes due 2023 issued by a subsidiary of the Operating Partnership in October 2017, the remaining $498.5 million aggregate principal amount outstanding as of December 31, 2019 of which was redeemed in full on February 20, 2020.*

*“Venetian Lease Agreement” refers to the lease agreement for the Venetian Resort.*

*“Venetian Resort” refers to the land and real estate assets associated with The Venetian Resort Las Vegas and Venetian Expo, located in Las Vegas, Nevada, which we purchased on February 23, 2022.*

- The COVID-19 pandemic and its immediate and long-term effects, including its effect on our tenants and the gaming industry, has adversely impacted the gaming industry and could materially and adversely impact us, including by affecting our tenants and the gaming industry, upon which we are dependent;

- If Caesars declares bankruptcy and, as a result, a lease is re-characterized as a disguised financing transaction, we could be materially and adversely affected;

Our geographically diverse portfolio consists of [removed: 28 market-leading properties,] [added: 49 gaming facilities in the United States and Canada,] including Caesars Palace Las Vegas, [removed: Harrah’s Las Vegas] [added: MGM Grand] and the Venetian Resort, three of the most iconic entertainment facilities on the Las Vegas Strip, approximately 34 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars and four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.

See [Item 1 - “Business - Our [removed: Properties”](#icabc55744e2c4d6ab7337d22602533b7_13)] [added: Properties”](#i0ec8509054d64d8282fb5b2fcc89907c_13)] for further information pertaining to our properties.

[Table o](#icabc55744e2c4d6ab7337d22602533b7_7)[f Contents](#icabc55744e2c4d6ab7337d22602533b7_7)

[removed: On February 1, 2018, in connection with our initial registered public offering, our] [added: Our] common stock [removed: began trading] [added: trades] on the New York Stock Exchange (“NYSE”) under the symbol “VICI.”

As of February [removed: 22, 2022,] [added: 21, 2023,] there were [removed: 748,390,629] [added: 1,003,674,749] shares of common stock issued and outstanding that were held by [removed: 120] [added: 286] stockholders of record, not including beneficial owners of shares registered in nominee or street name.

[removed: We intend] [added: VICI intends] to make regular quarterly distributions to holders of shares of [removed: our] [added: its] common stock.

Any distributions will be at the sole discretion of [removed: our] [added: its] board of directors, and [removed: their] [added: the] form, timing and [removed: amount,] [added: amount of such distributions,] if any, will depend upon a number of factors, including [removed: our] [added: VICI’s] actual and projected results of operations, FFO, AFFO, liquidity, cash flows and financial condition, the revenue [removed: we] [added: it] actually [removed: receive] [added: receives] from [removed: our] [added: its] properties, [removed: our] operating expenses, [removed: our] debt service requirements, [removed: our] capital expenditures, prohibitions and other limitations under [removed: our] [added: its] financing arrangements, [removed: our] REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as [removed: our] [added: VICI’s] board of directors deems relevant.

For more information regarding risk factors that could materially and adversely affect us and our ability to make cash [removed: distributions, see [Item 1A “Risk Factors](#icabc55744e2c4d6ab7337d22602533b7_19)[”](#icabc55744e2c4d6ab7337d22602533b7_19).][added: distributions refer to “[Part I – Item 1A.]

[removed: We intend] [added: VICI intends] to make distributions to [removed: our] [added: its] stockholders to comply with the REIT requirements of the Code and to avoid or otherwise minimize paying entity level federal or excise tax (other than at any [removed: TRS of ours).][added: TRS).]

[removed: We] [added: VICI] did not sell any unregistered equity securities during the year ended December 31, [removed: 2021.][added: 2022.]

During the three months ended December 31, [removed: 2021,] [added: 2022,] certain employees surrendered shares of common stock owned by them to [removed: us] [added: VICI] to satisfy their statutory minimum federal and state income tax obligations associated with the vesting of shares of restricted common stock [added: and performance-based restricted stock units] issued under our 2017 Stock Incentive Plan.

The following table summarizes such common stock repurchases during the three months ended December 31, [removed: 2021:][added: 2022:]

| December 1, [removed: 2021] [added: 2022] through December 31, [removed: 2021] [added: 2022] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

[removed: We] [added: VICI] did not otherwise repurchase any equity securities registered pursuant to Section 12 of the Exchange Act during the three months ended December 31, [removed: 2021.][added: 2022.]

The graph below compares our cumulative total stockholder return for the period from [removed: October 18,] [added: December 31,] 2017 to December 31, [removed: 2021] [added: 2022] on our common stock with the cumulative total returns of the S&P 500 [removed: index] [added: Index] and the MSCI US REIT index.

The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends as required by the SEC) from [removed: October 18,] [added: December 31,] 2017 until December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

| Company / Index | | | | | | [removed: 10/18/17] [added: 12/31/17] | | | | | | [removed: 12/31/17] [added: 12/31/18] | | | | | | [removed: 12/31/18] [added: 12/31/19] | | | | | | [removed: 12/31/19] [added: 12/31/20] | | | | | | [removed: 12/31/20] [added: 12/31/21] | | | | | | [removed: 12/31/21] [added: 12/31/22] | | |

VICI Properties Inc.

Risk Factors](#i0ec8509054d64d8282fb5b2fcc89907c_19)”.

| October 1, 2022 through October 31, 2022 | | | | | | 1,285 | | | | | | $ | 29.85 | | | | | — | | | | | | — | | |

| November 1, 2022 through November 30, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Total | | | | | | 1,285 | | | | | | $ | 29.85 | | | | | — | | | | | | — | | |

VICI Properties LP

Market Information

There is no established public trading market for limited partnership units of VICI LP.

Holders

As of February 23, 2023, there was one holder of record of limited partnership units of VICI LP.

Distribution Policy

VICI LP intends to make regular quarterly distributions to holders of its units.

Any distributions will be at VICI LP’s sole discretion, and the form, timing and amount of such distributions, if any, will depend upon a number of factors, including VICI LP’s actual and projected results of operations, FFO, AFFO, liquidity, cash flows and financial condition, the revenue it actually receives from properties, operating expenses, debt service requirements, capital expenditures, prohibitions and other limitations under its financing arrangements, REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as VICI’s board of directors deems relevant.

VICI LP intends to make distributions to its unit holders to comply with the REIT requirements of VICI and to avoid or otherwise minimize paying entity level federal or excise tax.

Recent Sales of Unregistered Securities

VICI LP did not sell any unregistered equity securities during the year ended December 31, 2022.

Issuer Repurchases of Equity Securities

During the three months ended December 31, 2022, VICI LP did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act.

Registered Offering of Securities - Use of Proceeds

Not applicable.

| VICI Properties Inc. | | | | | | $ | 100.0 | | | | | $ | 96.4 | | | | | $ | 138.0 | | | | | $ | 146.2 | | | | | $ | 180.9 | | | | | $ | 204.6 | |

| MSCI US REIT Index | | | | | | $ | 100.0 | | | | | $ | 95.5 | | | | | $ | 120.2 | | | | | $ | 111.2 | | | | | $ | 159.1 | | | | | $ | 120.1 | |

| S&P 500 | | | | | | $ | 100.0 | | | | | $ | 95.6 | | | | | $ | 125.7 | | | | | $ | 148.8 | | | | | $ | 191.5 | | | | | $ | 156.8 | |

We cannot make assurances that our estimated distributions will be made or sustained or that our board of directors will not change our distribution policy in the future.

If our operations do not generate sufficient cash flow to enable us to pay our intended or required distributions, we may be required either to fund distributions from working capital, borrow or raise equity or to reduce such distributions.

In addition, our charter allows us to issue preferred stock that could have a preference on distributions and could limit our ability to make distributions to our common stockholders.

Additionally, under certain circumstances, agreements relating to our indebtedness could limit our ability to make distributions to our common stockholders.

In addition, a REIT will be required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions it makes in a calendar year are less than the sum of 85% of its ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years.

We may generate taxable income greater than our income for financial reporting purposes prepared in accordance with GAAP.

Further, we may generate REIT taxable income greater than our cash flow from operations after operating expenses and debt service as a result of differences in timing between the recognition of REIT taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.

[Table o](#icabc55744e2c4d6ab7337d22602533b7_7)[f Contents](#icabc55744e2c4d6ab7337d22602533b7_7)

| October 1, 2021 through October 31, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | — | | |

| November 1, 2021 through November 30, 2021 | | | | | | 3,123 | | | | | | 27.81 | | | | | | — | | | | | | — | | |

| Total | | | | | | 3,123 | | | | | | $ | 27.81 | | | | | — | | | | | | — | | |

| VICI Properties Inc. | | | | | | $ | 100.0 | | | | | $ | 110.8 | | | | | $ | 106.8 | | | | | $ | 152.9 | | | | | $ | 162.0 | | | | | $ | 200.5 | |

| MSCI US REIT Index | | | | | | $ | 100.0 | | | | | $ | 99.9 | | | | | $ | 95.4 | | | | | $ | 120.1 | | | | | $ | 111.0 | | | | | $ | 158.9 | |

| S&P 500 | | | | | | $ | 100.0 | | | | | $ | 104.8 | | | | | $ | 100.2 | | | | | $ | 131.7 | | | | | $ | 156.0 | | | | | $ | 200.7 | |

\[Reserved.\]

[Table o](#icabc55744e2c4d6ab7337d22602533b7_7)[f Contents](#icabc55744e2c4d6ab7337d22602533b7_7)

The financial statements required by this item and the reports of the independent accountants thereon required by Item 15 - Exhibits and Financial Statement [removed: Schedule] [added: Schedules] of this Form 10-K appear on pages F-2 to [removed: F-57.][added: F-64.]

See accompanying [Index to the Consolidated Financial [removed: Statements](#icabc55744e2c4d6ab7337d22602533b7_100)] [added: Statements](#i0ec8509054d64d8282fb5b2fcc89907c_103)] on page F-1.

The supplementary financial data required by Item 302 of Regulation S-K appears in pages S-1 to S-4 to the consolidated financial statements.

[removed: Disclosure] [added: Evaluation of Disclosure] Controls and Procedures

[removed: We maintain] [added: VICI maintains] disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange [removed: Act,] [added: Act] is recorded, processed, summarized and reported within the specified time [removed: periods] [added: periods,] and [added: is] accumulated and communicated to [removed: our] [added: VICI’s] management, including [removed: our] [added: VICI’s] principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

[removed: Our] [added: VICI’s] management has evaluated, under the supervision and with the participation of [removed: our] [added: VICI’s] principal executive officer and principal financial officer, the effectiveness of [removed: the design and operation of] our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of the period covered by this report.

Based upon this evaluation, [removed: our] [added: VICI’s] principal executive officer and principal financial officer concluded that [removed: our] [added: VICI’s] disclosure controls and procedures were effective as of the end of the period covered by this report.

[removed: Our] [added: VICI’s] management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

[removed: Our] [added: VICI’s] internal control over financial reporting is a process designed under the supervision of [removed: our] [added: its] principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of [removed: our] [added: VICI’s] consolidated financial statements for external reporting purposes in accordance with GAAP.

[removed: Our] [added: VICI’s] internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of [removed: our] [added: VICI] management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of [removed: our] assets that could have a material effect on [removed: our] [added: VICI’s] consolidated financial statements.

[removed: Management] [added: VICI LP’s management] conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] based on the framework established in the updated Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management has determined that [removed: our] [added: VICI’s] internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Deloitte & Touche LLP, an independent registered public accounting firm, has audited [removed: our] [added: VICI’s] financial statements included in this report on Form 10-K and issued its attestation report, which is included herein and expresses an unqualified opinion on the effectiveness of [removed: our] [added: VICI’s] internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

There [removed: were] [added: have been] no changes in [removed: our] [added: VICI’s] internal control over financial reporting (as [removed: is] defined in Rules [removed: 13a–15(f)] [added: 13a-15(f)] and [removed: 15d–15(f)] [added: 15d-15(f)] under the Exchange Act) that occurred during [removed: our most recent quarter,] [added: the three months ended December 31, 2022,] that [removed: has] [added: have] materially affected, or [removed: is] [added: are] reasonably likely to materially affect, [removed: our] [added: VICI’s] internal control over financial reporting.

VICI Properties Inc.

VICI’s management conducted an assessment of the effectiveness of its internal control over financial reporting as of December 31, 2022 based on the framework established in the updated Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Attestation Report of the Registered Public Accounting Firm

VICI Properties L.P.

Evaluation of Disclosure Controls and Procedures

VICI LP maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is

recorded, processed, summarized and reported within the specified time periods, and is accumulated and communicated to its management, including VICI LP’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

VICI LP’s management has evaluated, under the supervision and with the participation of VICI LP’s principal executive officer and principal financial officer, the effectiveness of VICI LP’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of the period covered by this report.

Based upon this evaluation, VICI LP’s principal executive officer and principal financial officer concluded that VICI LP’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Management's Report on Internal Control over Financial Reporting

VICI LP’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

VICI LP’s internal control over financial reporting is a process designed under the supervision of its principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of VICI LP’s consolidated financial statements for external reporting purposes in accordance with GAAP.

VICI LP’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of VICI LP’s management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on VICI LP’s consolidated financial statements.

Based on this assessment, management has determined that VICI LP’s internal control over financial reporting was effective as of December 31, 2022.

Attestation Report of the Registered Public Accounting Firm

Deloitte & Touche LLP, an independent registered public accounting firm, has audited VICI LP’s financial statements included in this report on Form 10-K and issued its attestation report, which is included herein and expresses an unqualified opinion on the effectiveness of VICI LP’s internal control over financial reporting as of December 31, 2022.

Changes in Internal Control Over Financial Reporting

There have been no changes in VICI LP’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, VICI LP’s internal control over financial reporting.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than May [removed: 2, 2022] [added: 1, 2023] with the SEC pursuant to Regulation 14A under the Exchange Act.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than May [removed: 2, 2022] [added: 1, 2023] with the SEC pursuant to Regulation 14A under the Exchange Act.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than May [removed: 2, 2022] [added: 1, 2023] with the SEC pursuant to Regulation 14A under the Exchange Act.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than May [removed: 2, 2022] [added: 1, 2023] with the SEC pursuant to Regulation 14A under the Exchange Act.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than May [removed: 2, 2022] [added: 1, 2023] with the SEC pursuant to Regulation 14A under the Exchange Act.

See the accompanying [Index to Consolidated Financial Statements and [removed: Schedule](#icabc55744e2c4d6ab7337d22602533b7_100)] [added: Schedules](#i0ec8509054d64d8282fb5b2fcc89907c_103)] on page F-1.

Financial Statement [removed: Schedule.][added: Schedules.]

| [removed: [3.4](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000153/vicipropertiesincbylaws.htm)] [added: [3.4](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/exhibit34-viciarbylawsdece.htm)] | | | | | | [Amended and Restated Bylaws of VICI Properties Inc. (as amended [removed: April 30, 2020)](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000153/vicipropertiesincbylaws.htm)] [added: December 19, 2022).](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/exhibit34-viciarbylawsdece.htm)] | | | | | | [added: X] | | | | | | [removed: 10-Q] | | | | | | [removed: 3.1] | | | | | | [removed: 7/29/2020] | | | | | |

| [removed: [4.6](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/descriptionofregisteredsec.htm)] [added: [4.25](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/descriptionofregisteredsec.htm)] | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/descriptionofregisteredsec.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/descriptionofregisteredsec.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [10.4](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit104lasvegaslease-fi.htm) | | | | | | [Fifth Amendment to Las Vegas Lease, dated as of September 3, 2021, by and among CPLV Property Owner LLC and Claudine Propco LLC as Landlord and, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas [removed: LL](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit104lasvegaslease-fi.htm)[C](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit104lasvegaslease-fi.htm)] [added: LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit104lasvegaslease-fi.htm)] | | | | | | | | | | | | 10-Q | | | | | | 10.4 | | | | | | 10/27/2021 | | | | | |

| [removed: [10.5](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit105-amendmenttolasv.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit105-amendmenttolasv.htm)] | | | | | | [Sixth Amendment to Las Vegas Lease, dated as of November 1, 2021, by and among CPLV Property Owner LLC and Claudine Propco LLC as Landlord and, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas [removed: LLC](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit105-amendmenttolasv.htm)] [added: LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit105-amendmenttolasv.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 10.5] | | | | | | [added: 2/23/2022] | | | | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit105regionallease-ei.htm)[9](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit105regionallease-ei.htm)] [added: [10.9](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit105regionallease-ei.htm)] | | | | | | [Eighth Amendment to Regional Lease, dated as of September 3, 2021, by and among the entities listed on Schedules A and B thereto](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit105regionallease-ei.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.5 | | | | | | 10/27/2021 | | | | | |

| [removed: [10.10+](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1010regionallease-n.htm)] [added: [10.10+](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1010regionallease-n.htm)] | | | | | | [Ninth Amendment to Regional Lease, dated as of November 1, 2021, by and among the entities listed on Schedules A and B [removed: thereto](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1010regionallease-n.htm)] [added: thereto](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1010regionallease-n.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 10.10] | | | | | | [added: 2/23/2022] | | | | | |

| [removed: [10.11](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm)] [added: [10.11](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm)] | | | | | | [Tenth Amendment to Regional Lease, dated as of December [removed: 30,](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm) [](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm)[2021,](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm) [by] [added: 30, 2021, by] and among the entities listed on Schedules A and [removed: B](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm) [](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm)[thereto](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm)] [added: B thereto](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 10.11] | | | | | | [added: 2/23/2022] | | | | | |

| [removed: [10.12+](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit103jolietlease-.htm)] [added: [10.13+](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit103jolietlease-.htm)] | | | | | | [Lease (Joliet) (Conformed through Second Amendment), dated as of July 20, 2020, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit103jolietlease-.htm) | | | | | | | | | | | | 8-K | | | | | | 10.3 | | | | | | 7/21/2020 | | | | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1014-jolietleas.htm)[3](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1014-jolietleas.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1014-jolietleas.htm)] | | | | | | [Third Amendment to Lease (Joliet), dated as of September 30, 2020, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1014-jolietleas.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.14 | | | | | | 10/28/2020 | | | | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/jolietlease-fourthamendmen.htm)[4](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/jolietlease-fourthamendmen.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/jolietlease-fourthamendmen.htm)] | | | | | | [Fourth Amendment to Lease (Joliet), dated as of November 18, 2020, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/jolietlease-fourthamendmen.htm) | | | | | | | | | | | | 10-K | | | | | | 10.9 | | | | | | 2/18/2021 | | | | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm)[5](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm)] | | | | | | [Fifth Amendment to Lease (Joliet), dated as of September 3, 2021, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited [removed: Partnershi](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm)[p](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm)] [added: Partnership](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm)] | | | | | | | | | | | | 10-Q | | | | | | 10.6 | | | | | | 10/27/2021 | | | | | |

| [removed: [10.16](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1016-amendmenttojol.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1016-amendmenttojol.htm)] | | | | | | [Sixth Amendment to Lease (Joliet), dated as of November 1, 2021, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited [removed: Partnership](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1016-amendmenttojol.htm)] [added: Partnership](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1016-amendmenttojol.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 10.16] | | | | | | [added: 2/23/2022] | | | | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1016-amendedand.htm)[7](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1016-amendedand.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1016-amendedand.htm)] | | | | | | [Amended and Restated Omnibus Amendment to Leases, dated October 27, 2020](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1016-amendedand.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.16 | | | | | | 10/28/2020 | | | | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit104.htm)[9](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit104.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit104.htm)] | | | | | | [Guaranty of Lease entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof), CPLV Property Owner LLC, and Claudine Propco LLC (Las Vegas Master Lease)](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit104.htm) | | | | | | | | | | | | 8-K | | | | | | 10.4 | | | | | | 7/21/2020 | | | | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm)[20](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm)] | | | | | | [Guaranty of Lease entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof) and the entities listed on Schedule A thereto (Regional [removed: Lease)](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm)] [added: Lease).](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm)] | | | | | | | | | | | | 8-K | | | | | | 10.5 | | | | | | 7/21/2020 | | | | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit106.htm)[1](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit106.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit106.htm)] | | | | | | [Guaranty of Lease entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof) and Harrah’s Joliet Landco LLC (Joliet Lease)](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit106.htm) | | | | | | | | | | | | 8-K | | | | | | 10.6 | | | | | | 7/21/2020 | | | | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit108.htm)[3](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit108.htm)] [added: [10.26](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit108.htm)] | | | | | | [Put-Call Right Agreement entered into as of July 20, 2020 by and between Centaur Propco LLC and Caesars Resort Collection, LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit108.htm) | | | | | | | | | | | | 8-K | | | | | | 10.8 | | | | | | 7/21/2020 | | | | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000162/secondarput-callrighta.htm)[4](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000162/secondarput-callrighta.htm)] [added: [10.27](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000162/secondarput-callrighta.htm)] | | | | | | [Second Amended and Restated Put-Call Right Agreement entered into as of September 18, 2020 by and among Claudine Propco LLC and Caesars Convention Center Owner, LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000162/secondarput-callrighta.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 9/18/2020 | | | | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1010.htm)[5](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1010.htm)] [added: [10.28](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1010.htm)] | | | | | | [Right of First Refusal Agreement entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof) and VICI Properties L.P. (Las Vegas Strip Assets)](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1010.htm) | | | | | | | | | | | | 8-K | | | | | | 10.10 | | | | | | 7/21/2020 | | | | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1011.htm)[6](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1011.htm)] [added: [10.29](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1011.htm)] | | | | | | [Right of First Refusal Agreement entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof) and VICI Properties L.P. (Horseshoe Baltimore)](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1011.htm) | | | | | | | | | | | | 8-K | | | | | | 10.11 | | | | | | 7/21/2020 | | | | | |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/0001705696/000170569622000019/vici-creditagreementconfor.htm)] [added: [10.37](http://www.sec.gov/Archives/edgar/data/0001705696/000170569622000019/vici-creditagreementconfor.htm)] | | | | | | [Credit Agreement, dated as of February 8, 2022, among VICI Properties LP, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.](http://www.sec.gov/Archives/edgar/data/0001705696/000170569622000019/vici-creditagreementconfor.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | [removed: 2/8/2022] [added: 2/9/2022] | | | | | |

| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1023.htm)] [added: [10.39](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex105.htm)] | | | | | | [removed: [Amended] [added: [Second Amended] and Restated Agreement of Limited Partnership of VICI Properties [removed: L.P.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1023.htm)] [added: L.P.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex105.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 10.23] [added: 10.5] | | | | | | [removed: 10/11/2017] [added: 4/29/2022] | | | | | |

| [removed: [10.31](http://www.sec.gov/Archives/edgar/data/1705696/000119312517297902/d392523dex1020.htm)] [added: [10.41](http://www.sec.gov/Archives/edgar/data/1705696/000119312517297902/d392523dex1020.htm)] | | | | | | [Form of Indemnification Agreement, between VICI Properties Inc. and its directors and officers.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517297902/d392523dex1020.htm) | | | | | | | | | | | | 10 | | | | | | 10.20 | | | | | | 9/28/2017 | | | | | |

| [removed: [10.32†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex101.htm)] [added: [10.42†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex101.htm)] | | | | | | [Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and John [removed: Payne](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex101.htm)] [added: Payne.](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex101.htm)] | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 9/26/2019 | | | | | |

| [removed: [10.33†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex102.htm)] [added: [10.43†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex102.htm)] | | | | | | [Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and Edward [removed: Pitoniak](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex102.htm)] [added: Pitoniak.](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex102.htm)] | | | | | | | | | | | | 8-K | | | | | | 10.2 | | | | | | 9/26/2019 | | | | | |

| [removed: [10.34†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex103.htm)] [added: [10.44†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex103.htm)] | | | | | | [Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and David [removed: Kieske](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex103.htm)] [added: Kieske.](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex103.htm)] | | | | | | | | | | | | 8-K | | | | | | 10.3 | | | | | | 9/26/2019 | | | | | |

| [removed: [10.35†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex104.htm)] [added: [10.45†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex104.htm)] | | | | | | [Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and Samantha [removed: Gallagher](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex104.htm)] [added: Gallagher.](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex104.htm)] | | | | | | | | | | | | 8-K | | | | | | 10.4 | | | | | | 9/26/2019 | | | | | |

| [removed: [10.36†](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1028.htm)] [added: [10.46†](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1028.htm)] | | | | | | [VICI Properties Inc. 2017 Stock Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1028.htm) | | | | | | | | | | | | 8-K | | | | | | 10.28 | | | | | | 10/11/2017 | | | | | |

| [removed: [10.37†](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit1052amendmentno.htm)] [added: [10.47†](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit1052amendmentno.htm)] | | | | | | [Amendment No. 1 to VICI Properties Inc. 2017 Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit1052amendmentno.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit1052amendmentno.htm)] | | | | | | | | | | | | 10-K | | | | | | 10.52 | | | | | | 2/14/2019 | | | | | |

| [removed: [10.38†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000015/vici10kexhibit1039.htm)] [added: [10.48†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000015/vici10kexhibit1039.htm)] | | | | | | [Form of Restricted Stock [removed: Grant](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000015/vici10kexhibit1039.htm)] [added: Grant.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000015/vici10kexhibit1039.htm)] | | | | | | | | | | | | 10-K | | | | | | 10.39 | | | | | | 3/28/2018 | | | | | |

| [removed: [10.39†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit101restricted_stock.htm)] [added: [10.49†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit101restricted_stock.htm)] | | | | | | [Form of LTIP Time-Based Restricted Stock Grant [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit101restricted_stock.htm)] [added: Agreement.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit101restricted_stock.htm)] | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 8/30/2018 | | | | | |

| [removed: [10.40†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit102-viciperformance.htm)] [added: [10.50†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit102-viciperformance.htm)] | | | | | | [Form of LTIP Performance-Based Restricted Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit102-viciperformance.htm)] [added: Agreement.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit102-viciperformance.htm)] | | | | | | | | | | | | 8-K | | | | | | 10.2 | | | | | | 8/30/2018 | | | | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/vici202210-kexhibit211.htm)] | | | | | | [Subsidiaries of VICI Properties [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/vici202210-kexhibit211.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/vici202210-kexhibit231.htm)] | | | | | | [Consent of Deloitte & Touche LLP for VICI Properties [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit231.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/vici202210-kexhibit231.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [24.1](#icabc55744e2c4d6ab7337d22602533b7_97)] [added: [24.1](#i0ec8509054d64d8282fb5b2fcc89907c_100)] | | | | | | [Power of Attorney (included on signature [removed: page)](#icabc55744e2c4d6ab7337d22602533b7_97)] [added: page)](#i0ec8509054d64d8282fb5b2fcc89907c_100)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/vici202210-kexhibit311.htm)] | | | | | | [removed: [Certification] [added: [VICI Properties Inc. Certification] of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/vici202210-kexhibit311.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/vici202210-kexhibit312.htm)] | | | | | | [removed: [Certification] [added: [VICI Properties Inc. Certification] of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/vici202210-kexhibit312.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/vici202210-kexhibit321.htm)] | | | | | | [removed: [Certification] [added: [VICI Properties Inc. Certification] of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/vici202210-kexhibit321.htm)] | | | | | | * | | | | | | | | | | | | | | | | | | | | | | | |

See the accompanying [Index to Consolidated Financial Statements and Schedules](#i0ec8509054d64d8282fb5b2fcc89907c_103) on page F-1.

| [4.6](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex41.htm) | | | | | | [Indenture, dated as of April 29, 2022, between VICI Properties L.P. and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 4/29/2022 | | | | | |

| [4.7](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | [First Supplemental Indenture, dated as of April 29, 2022, between VICI Properties L.P. and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | | | | | | | 8-K | | | | | | 4.2 | | | | | | 4/29/2022 | | | | | |

| [4.8](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | [Form of Global Note representing the 4.375% Senior Notes due](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) [](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[2025 (included in Exhibit 4.7).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | | | | | | | 8-K | | | | | | 4.3 | | | | | | 4/29/2022 | | | | | |

| [4.9](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | [Form of Global Note representing the 4.750% Senior Notes due](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) [](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[2028 (included in Exhibit 4.7).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | | | | | | | 8-K | | | | | | 4.4 | | | | | | 4/29/2022 | | | | | |

| [4.10](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | [Form of Global Note representing the 4.950% Senior Notes due](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) [](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[2030 (included in Exhibit 4.7).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | | | | | | | 8-K | | | | | | 4.5 | | | | | | 4/29/2022 | | | | | |

| [4.11](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | [Form of Global Note representing the 5.125% Senior Notes due](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) [](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[2032 (included in Exhibit 4.7).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | | | | | | | 8-K | | | | | | 4.6 | | | | | | 4/29/2022 | | | | | |

| [4.12](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | [Form of Global Note representing the 5.625% Senior Notes due](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) [](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[2052 (included in Exhibit 4.7).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | | | | | | | 8-K | | | | | | 4.7 | | | | | | 4/29/2022 | | | | | |

| [4.13](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex48.htm) | | | | | | [Indenture, dated as of April 29, 2022, relating to the 5.625% Senior Notes due 2024, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex48.htm) | | | | | | | | | | | | 8-K | | | | | | 4.8 | | | | | | 4/29/2022 | | | | | |

| [4.14](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm) | | | | | | [Indenture, dated as of April 29, 2022, relating to the 4.625% Senior Notes due 2025, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm) | | | | | | | | | | | | 8-K | | | | | | 4.9 | | | | | | 4/29/2022 | | | | | |

| [4.15](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm) | | | | | | [Indenture, dated as of April 29, 2022, relating to the 4.500% Senior Notes due 2026, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm) | | | | | | | | | | | | 8-K | | | | | | 4.10 | | | | | | 4/29/2022 | | | | | |

| [4.16](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm) | | | | | | [Indenture, dated as of April 29, 2022, relating to the 5.750% Senior Notes due 2027, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm) | | | | | | | | | | | | 8-K | | | | | | 4.11 | | | | | | 4/29/2022 | | | | | |

| [4.17](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm) | | | | | | [Indenture, dated as of April 29, 2022, relating to the 4.500% Senior Notes due 2028, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm) | | | | | | | | | | | | 8-K | | | | | | 4.12 | | | | | | 4/29/2022 | | | | | |

| [4.18](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm) | | | | | | [Indenture, dated as of April 29, 2022, relating to the 3.875% Senior Notes due 2029, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm) | | | | | | | | | | | | 8-K | | | | | | 4.13 | | | | | | 4/29/2022 | | | | | |

| [4.19](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex48.htm) | | | | | | [Form of Global Note representing the 5.625% Senior Notes due 2024 (included in Exhibit 4.13).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex48.htm) | | | | | | | | | | | | 8-K | | | | | | 4.14 | | | | | | 4/29/2022 | | | | | |

| [4.20](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm) | | | | | | [Form of Global Note representing the 4.625% Senior Notes due 2025 (included in Exhibit 4.14).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm) | | | | | | | | | | | | 8-K | | | | | | 4.15 | | | | | | 4/29/2022 | | | | | |

| [4.21](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm) | | | | | | [Form of Global Note representing the 4.500% Senior Notes due 2026 (included in Exhibit 4.15).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm) | | | | | | | | | | | | 8-K | | | | | | 4.16 | | | | | | 4/29/2022 | | | | | |

| [4.22](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm) | | | | | | [Form of Global Note representing the 5.750% Senior Notes due 2027 (included in Exhibit 4.16).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm) | | | | | | | | | | | | 8-K | | | | | | 4.17 | | | | | | 4/29/2022 | | | | | |

| [4.23](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm) | | | | | | [Form of Global Note representing the 4.500% Senior Notes due 2028 (included in Exhibit 4.17).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm) | | | | | | | | | | | | 8-K | | | | | | 4.18 | | | | | | 4/29/2022 | | | | | |

| [4.24](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm) | | | | | | [Form of Global Note representing the 3.875% Senior Notes due 2029 (included in Exhibit 4.17).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm) | | | | | | | | | | | | 8-K | | | | | | 4.19 | | | | | | 4/29/2022 | | | | | |

| [10.12](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000130/caesarsregionalmasterleaseb.htm) | | | | | | [Eleventh Amendment to Regional Lease, dated as of August 25,](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000130/caesarsregionalmasterleaseb.htm) [](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000130/caesarsregionalmasterleaseb.htm)[2022, by and among the entities listed on Schedules A and B](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000130/caesarsregionalmasterleaseb.htm) [](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000130/caesarsregionalmasterleaseb.htm)[thereto.](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000130/caesarsregionalmasterleaseb.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 10/27/2022 | | | | | |

| [10.22](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex101.htm) | | | | | | [Amended and Restated Master Lease, by and between MGP Lessor, LLC and MGM Lessee, LLC, dated as of April 29, 2022.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex101.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 4/29/2022 | | | | | |

| [10.23](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000133/compiledfirstamendmenttoar.htm) | | | | | | [First Amendment to Amended and Restated Master Lease, dated as of December 19, 2022, by and between MGP Lessor, LLC and MGM Lessee, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000133/compiledfirstamendmenttoar.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 12/19/2022 | | | | | |

| [10.24](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/secondamendmenttoarmasterl.htm) | | | | | | [Second Amendment to Amended and Restated Master Lease, dated as of February 15, 2023, by and between MGP Lessor, LLC and MGM Lessee, LLC.](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/secondamendmenttoarmasterl.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [10.25](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex102.htm) | | | | | | [Amended and Restated Guaranty of Master Lease, by and between MGM Resorts International and MGP Lessor, LLC, dated as of April 29, 2022.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex102.htm) | | | | | | | | | | | | 8-K | | | | | | 10.2 | | | | | | 4/29/2022 | | | | | |

| [10.30](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex103.htm) | | | | | | [Tax Protection Agreement, by and among VICI Properties Inc., VICI Properties OP LLC, MGM Resorts International and the other parties thereto, dated as of April 29, 2022.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex103.htm) | | | | | | | | | | | | 8-K | | | | | | 10.3 | | | | | | 4/29/2022 | | | | | |

| [10.31](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/mgmgrand_mandalaybayleasef.htm) | | | | | | [Lease, by and between Mandalay PropCo, LLC, MGM Grand PropCo, LLC and MGM Lessee II, LLC, dated as of February 14, 2020](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/mgmgrand_mandalaybayleasef.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [10.32](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/mgm_guarantyxmgmgrandxmand.htm) | | | | | | [Guaranty of Lease Documents, by and between MGM Resorts International and Mandalay PropCo, LLC, MGM Grand PropCo, LLC, dated as of February 14, 2020](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/mgm_guarantyxmgmgrandxmand.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [10.33](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/mgmgrand_mandalaybayloanxa.htm) | | | | | | [Loan Agreement, by and among Mandalay PropCo, LLC, MGM Grand PropCo, LLC, Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Deutsche Bank AG. New York Branch, Société Générale Financial Corporation and Citi Real Estate Funding Inc., as administrative agent, dated as of February 14, 2020](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/mgmgrand_mandalaybayloanxa.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [10.34](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/first_amendmentxtoxloanxag.htm) | | | | | | [First Amendment to Loan Agreement, dated as of March 30, 2020, among Mandalay Bay PropCo, LLC and MGM Grand PropCo, LLC, collectively as Borrower, and Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Deutsche Bank AG, New York Branch, Société Générale Financial Corporation and Citi Real Estate Funding Inc., collectively, as Lender](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/first_amendmentxtoxloanxag.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [10.35](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/second_amendmentxtoxloanxa.htm) | | | | | | [Second Amendment to Loan Agreement, dated as of May 1, 2020, among Mandalay PropCo, LLC and MGM Grand PropCo, LLC, collectively as Borrower, and Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Deutsche Bank AG, New York Branch, Société Générale Financial Corporation and Citi Real Estate Funding Inc., collectively, as Lender](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/second_amendmentxtoxloanxa.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [10.36](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/third_amendmentxtoxloanxag.htm) | | | | | | [Third Amendment to Loan Agreement, dated as of July 15, 2020, among Mandalay PropCo, LLC and MGM Grand PropCo, LLC, collectively as Borrower, and Wilmington Trust, National Association, solely in its capacity as trustee for the benefit of the holders of BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA, as Lender](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/third_amendmentxtoxloanxag.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [10.38](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000111/exhibit101firstamendmentto.htm) | | | | | | [First Amendment to Credit Agreement, dated as of July 15, 2022, to the Credit Agreement dated as of February 8, 2022, by and among VICI Properties L.P., as Borrower, the financial institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000111/exhibit101firstamendmentto.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 7/27/2022 | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.40](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex104.htm) | | | | | | [Amended and Restated Limited Liability Company Agreement of VICI Properties OP LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex104.htm) | | | | | | | | | | | | 8-K | | | | | | 10.4 | | | | | | 4/29/2022 | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [2.1](http://www.sec.gov/Archives/edgar/data/1678179/000119312517255745/d428782dex99t3e2.htm) | | | | | | [Third Amended Joint Plan of Reorganization of Caesars Entertainment Operating Company, Inc., et al., under Chapter 11 of the Bankruptcy Code, dated January 13, 2016.](http://www.sec.gov/Archives/edgar/data/1678179/000119312517255745/d428782dex99t3e2.htm) | | | | | | | | | | | | T-3/A of VICI Properties 1 LLC | | | | | | T3E-2 | | | | | | 8/11/2017 | | | | | |

| [2.2](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex21.htm) | | | | | | [Separation Agreement, dated as of October 6, 2017, between Caesars Entertainment Operating Company, Inc. and VICI Properties Inc.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex21.htm) | | | | | | | | | | | | 8-K | | | | | | 2.1 | | | | | | 10/11/2017 | | | | | |

| [2.3](http://www.sec.gov/Archives/edgar/data/1705696/000119312518216456/d477228dex22.htm) | | | | | | [Purchase and Sale Agreement dated as of July 11, 2018 by and between Chester Downs and Marina, LLC and Philadelphia Propco LLC](http://www.sec.gov/Archives/edgar/data/1705696/000119312518216456/d477228dex22.htm) | | | | | | | | | | | | 8-K | | | | | | 2.2 | | | | | | 7/12/2018 | | | | | |

| [2.4](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000154/mastertransactionagreementa.htm) | | | | | | [Master Transaction Agreement, dated August 4, 2021 by and among the Company, MGP, MGP OP, REIT Merger Sub, Existing VICI OP, New VICI Operating Company and MGM](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000154/mastertransactionagreementa.htm) | | | | | | | | | | | | 8-K | | | | | | 2.1 | | | | | | 8/5/2021 | | | | | |

| [10.1](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1012.htm)[8](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1012.htm) | | | | | | [Second Amendment, dated as of July 20, 2020, to Golf Course Use Agreement, dated as of October 6, 2017, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC, Grand Bear LLC, Caesars Enterprise Services, LLC, CEOC, LLC and, solely for purposes of Section 2.1(c) thereof, Caesars License Company, LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1012.htm) | | | | | | | | | | | | 8-K | | | | | | 10.12 | | | | | | 7/21/2020 | | | | | |

| [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit107.htm)[2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit107.htm) | | | | | | [Second Amended and Restated Lease Agreement, dated April 3, 2020, by and among Jazz Casino Company, L.L.C., New Orleans Building Corporation and the City of New Orleans](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit107.htm) | | | | | | | | | | | | 8-K | | | | | | 10.7 | | | | | | 7/21/2020 | | | | | |

| [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1012.htm)[7](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1012.htm) | | | | | | [Tax Matters Agreement, dated as of October 6, 2017, by and among Caesars Entertainment Corporation, CEOC, LLC, VICI Properties Inc., VICI Properties L.P. and CPLV Property Owner LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1012.htm) | | | | | | | | | | | | 8-K | | | | | | 10.12 | | | | | | 10/11/2017 | | | | | |

| [10.29](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000154/commitmentletter-mgpacquis.htm) | | | | | | [Debt Commitment Letter, dated August 4, 2021, from Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc.](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000154/commitmentletter-mgpacquis.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 8/5/2021 | | | | | |

| February 23, [removed: 2022] [added: 2023] | | | By: | | | /S/ EDWARD B. PITONIAK | | |

| /S/ EDWARD B. PITONIAK | | | | | | Chief Executive Officer and Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /S/ DAVID A. KIESKE | | | | | | Chief Financial Officer | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /S/ GABRIEL F. WASSERMAN | | | | | | Chief Accounting Officer | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /S/ JAMES R. ABRAHAMSON | | | | | | Chair of the Board of Directors | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /S/ DIANA F. CANTOR | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /S/ MONICA H. DOUGLAS | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /S/ ELIZABETH I. HOLLAND | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /S/ CRAIG MACNAB | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /S/ MICHAEL D. RUMBOLZ | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND [removed: SCHEDULE] [added: SCHEDULES] | | | | | | | | | | | |

| | | | [Reports of Independent Registered Public Accounting [removed: Firm](#icabc55744e2c4d6ab7337d22602533b7_103)] [added: Firm](#i0ec8509054d64d8282fb5b2fcc89907c_106)] (PCAOB ID No. 34) | | | | | | [F - [removed: 2](#icabc55744e2c4d6ab7337d22602533b7_103)] [added: 2](#i0ec8509054d64d8282fb5b2fcc89907c_106)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 2021 and 2020](#icabc55744e2c4d6ab7337d22602533b7_106)] [added: 202](#i0ec8509054d64d8282fb5b2fcc89907c_109)[2](#i0ec8509054d64d8282fb5b2fcc89907c_109) [and 20](#i0ec8509054d64d8282fb5b2fcc89907c_109)[21](#i0ec8509054d64d8282fb5b2fcc89907c_109)] | | | | | | [F - [removed: 5](#icabc55744e2c4d6ab7337d22602533b7_106)] [added: 10](#i0ec8509054d64d8282fb5b2fcc89907c_109)] | | |

| | | | Year Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | | | | | | |

[removed: | | | | | | | [Consolidated Statements of Operations and Comprehensive Income](#icabc55744e2c4d6ab7337d22602533b7_109) | | | [F - 6](#icabc55744e2c4d6ab7337d22602533b7_109) | | |][added: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME]

| | | | | | | [Consolidated Statements of Stockholders’ [removed: Equity](#icabc55744e2c4d6ab7337d22602533b7_112)] [added: Equity](#i0ec8509054d64d8282fb5b2fcc89907c_115)] | | | [F - [removed: 7](#icabc55744e2c4d6ab7337d22602533b7_112)] [added: 12](#i0ec8509054d64d8282fb5b2fcc89907c_115)] | | |

[removed: | | | | | | | [Consolidated Statements of Cash Flows](#icabc55744e2c4d6ab7337d22602533b7_115) | | | [F - 8](#icabc55744e2c4d6ab7337d22602533b7_115) | | |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

| | | | [Notes to Consolidated Financial [removed: Statements](#icabc55744e2c4d6ab7337d22602533b7_118)] [added: Statements](#i0ec8509054d64d8282fb5b2fcc89907c_121)] | | | | | | [F - [removed: 10](#icabc55744e2c4d6ab7337d22602533b7_118)] [added: 20](#i0ec8509054d64d8282fb5b2fcc89907c_121)] | | |

We have audited the accompanying consolidated balance sheets of VICI Properties Inc. and subsidiaries (the "Company") as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations and comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes [removed: and the schedule listed in the Index at Item 15] (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control [removed: -] [added: —] Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, [removed: 2022,] [added: 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

[removed: Critical] [added: *Critical] Audit [removed: Matter][added: Matter Description*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [removed: a] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]