VICI Properties (VICI) 10-K risk factor changes: FY2023 vs FY2022

*You should* *be aware that the occurrence of any of the events described in this section and elsewhere in this report or in any other of our filings with the SEC could have a material adverse effect on our business, financial position, [added: liquidity,] results of operations and cash flows.

[removed: An event that has] [added: Such] a [removed: material adverse effect on any of our significant tenants’ businesses, financial condition, liquidity, results of operations or prospects] [added: sale may be at disadvantageous terms and] could have a material adverse effect on our business, financial condition, [removed: liquidity,] results of operations and [removed: prospects.][added: prospects.]

[removed: Currently, our] [added: Our] two largest tenants, Caesars and MGM, comprise approximately [removed: 79%] [added: 76%] of our total [removed: estimated annualized cash rent as of] [added: leasing revenues for the year ended] December 31, [removed: 2022.][added: 2023.]

Because [removed: the] [added: our] leases are triple-net leases, in addition to the rent payment obligations for these tenants, we 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.

There can be no assurance that our significant tenants will have sufficient assets, income or access to financing to enable them to satisfy their payment and other obligations under their leases with us, or that [removed: the] [added: any] applicable guarantor will be able to satisfy its guarantee of the applicable tenant’s obligations.

Our tenants rely on the properties they or their respective subsidiaries own and/or operate for income to satisfy their obligations, including their debt service requirements and rental and other payments due to us or [removed: others.][added: others and these payments constitute a significant portion of their cash flow from operations.]

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

The inability or unwillingness of a significant tenant to meet its payment or other obligations under a lease or other payment obligation with us could materially and adversely affect our business, financial condition, liquidity, [added: or] results of [removed: operations and prospects,] [added: operations,] including our ability to make distributions to our stockholders.

If adopted, such changes could adversely impact the business, financial condition, [removed: and] results of operations [added: and prospects] of our [added: gaming tenants, including our] significant tenants.

In such event, we may lose our interest in a property subject to an applicable ground lease or be unable to locate a suitable, creditworthy tenant at similar rental rates or at all, which would have the effect of reducing our rental [removed: revenues] [added: revenue] and could have a material adverse effect on [removed: us.][added: our business, financial condition, liquidity, results of operations and the value of our common stock.]

[removed: The occurrence of any of the foregoing events] [added: A breach] or [removed: any other related matters] [added: default of covenants in our debt agreements] could materially and adversely affect our business, financial condition, liquidity, results of [removed: operations, prospects] [added: operations] and [removed: the value of our common stock.][added: prospects.]

Our properties on the Las Vegas Strip generated approximately [removed: 45%] [added: 49%] of our total revenues for the year ended December 31, [removed: 2022] [added: 2023] and we expect this concentration to continue in the foreseeable future.

For example, the cost and availability of air services and the [added: availability of interstate highway travel to Las Vegas, as well as the] impact of any events that disrupt [removed: air] travel to and from Las Vegas can adversely affect the business of our [removed: tenants.][added: tenants with operations in Las Vegas, who rely on domestic and international tourism for a significant portion of their visitors to our properties in Las Vegas.]

Moreover, due to the importance of our [removed: ten] 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, severe or inclement weather, and climate change impacts, including heat stress, water stress, and drought, should such developments occur in or nearby, or otherwise impact, Las Vegas.

[removed: Our] [added: We are and expect to continue to be significantly dependent on our] tenants [added: for substantially all of our revenues and, because 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 [removed: Lease Agreements and loan] [added: lease agreements] and other agreements with [removed: them.][added: them, an event that has a material adverse effect on any of our significant tenants could have a material adverse effect on us.]

[removed: For example, our two largest tenants,] [added: In addition,] Caesars and [removed: MGM,] [added: MGM] are obligated to pay us approximately $1.2 billion and $1.1 billion, respectively, in estimated annual payments for [removed: 2023] [added: 2024] under [removed: (i) the Caesars Leases and Caesars’ other] [added: our respective] agreements with [removed: us, and (ii) the MGM Master Lease and the MGM Grand/Mandalay Bay Lease, respectively.][added: them.]

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

Accordingly, if the cash flows generated by such properties decrease, do not increase at the same rate as the rent escalations, or do not increase as anticipated in connection with any [removed: such] capital [removed: improvements,] [added: improvement projects,] the rents payable under such [removed: Lease Agreements] [added: lease agreements] will comprise a higher percentage of the cash flows generated by the applicable tenant and its subsidiaries, which could make it more difficult for the applicable [removed: subsidiaries] [added: tenants] to meet their payment obligations to us under the [removed: Lease Agreements] [added: lease agreements] and could ultimately adversely affect [removed: the] [added: any] applicable guarantor’s ability to satisfy their respective obligations to us under the related guarantees.

See [Item 1 “Business-Our Lease [removed: Agreements”](#i0ec8509054d64d8282fb5b2fcc89907c_13)] [added: Agreements”](#ib2fc48f0ddf244d9844b8de22bde2e36_16)] and [Item 1 “Business-Our Relationship with Caesars and [removed: MGM”](#i0ec8509054d64d8282fb5b2fcc89907c_13)] [added: MGM”](#ib2fc48f0ddf244d9844b8de22bde2e36_16)] for additional information regarding such agreements.

Additionally, these obligations may limit our [removed: significant] tenants’ ability to fund their operations or development projects, raise capital, make acquisitions, and otherwise respond to competitive and economic changes by making investments to maintain and grow their portfolio of businesses and properties, which may adversely affect their competitiveness and the ability of their applicable subsidiaries and guarantors to satisfy their obligations to us under the applicable [removed: Lease Agreements] [added: lease agreements] and the related guarantees, respectively.

We are dependent on the gaming industry and may be susceptible to [removed: the] risks associated with it, including [added: heightened competition,] changes in consumer behavior and discretionary spending as a result of 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.

[removed: 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] [added: Other] factors over which we and our tenants have no control, including [removed: the COVID-19 pandemic and other similar] [added: public] health crises, labor shortages, travel restrictions, supply chain disruptions and property [removed: closures.][added: closures, may also adversely affect the gaming industry.]

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 because, among other things, a component of the rent under certain of the [removed: Lease Agreements] [added: lease agreements] will be based, over time, on the performance of the gaming facilities operated by our tenants on our [removed: properties and such effect could be material and adverse to our business, financial condition, liquidity, results of operations and prospects.][added: properties.]

[removed: The] [added: As the landlord and owner of] gaming [removed: industry] [added: facilities, we are impacted by risks associated with the gaming industry, which] is characterized by a high degree of competition among a large number of participants, including land-based casinos, riverboat casinos, dockside casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, emerging varieties of internet gaming, sports betting and other forms of gaming in the United States and, in a broader sense, gaming operators face competition from all manner of leisure and entertainment activities.

As competing properties and new markets are opened, [added: our tenants’ businesses may be adversely impacted and] we may be negatively impacted.

Historically, economic indicators such as GDP growth, consumer confidence and employment are correlated with demand for gaming, entertainment and leisure properties, [removed: such as] [added: including] casinos and racetracks, and economic recessions, contractions or slowdowns have generally led to a decrease in discretionary spending on associated leisure activities.

Decreases in discretionary spending or changing consumer preferences and weakened general economic conditions such as, but not limited to, 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 changes, instability in global, national and regional economic activity and increased stock market volatility have historically resulted in [removed: 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 [removed: revenues] [added: business, financial condition,] and operating cash flows.

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

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

Gaming regulatory authorities also have broad powers with respect to the licensing of casino [removed: operations, and] [added: operations and, under certain circumstances, gaming authorities] may revoke, suspend, condition or limit the gaming or other licenses of [added: us or] 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 [added: us or] our tenants.

If we are required to be found suitable and are found suitable as a landlord, we will be registered as a public company with the gaming authorities and will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, [removed: we:][added: we engage in certain transactions with that stockholder or fail to cause that stockholder to relinquish his or her securities.]

Our pursuit of [removed: investments in, and] acquisitions of, [added: and investments in,] experiential assets and other strategic opportunities [added: are in a highly competitive industry and] may be unsuccessful or fail to meet our expectations, and we may not identify all potential costs and liabilities in connection with [removed: our acquisition of] such [removed: properties.][added: acquisitions or investments.]

We intend to continue to pursue acquisitions [removed: of] [added: of, and investments in,] gaming, hospitality, [added: wellness,] entertainment and leisure sector properties and activities directly related thereto, which we refer to as “experiential [removed: assets”] [added: assets”,] and other strategic opportunities.

[removed: Accordingly,] [added: Pursuant to our investment strategy,] we may often be engaged in evaluating potential transactions and other strategic alternatives, including through discussions with potential counterparties.

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 [added: transaction, if at all, or our business, financial condition and results of operations could be adversely affected.]

[removed: We] [added: However, we] operate in a highly competitive industry and face competition from other REITs, investment companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors, some of whom are [removed: significantly] larger and have greater resources, access to capital and lower costs of capital or different investment parameters.

Increased competition will make it more challenging to identify and successfully capitalize on transaction opportunities that meet our investment [removed: objectives.][added: objectives, including with respect to experiential assets and other strategic opportunities.]

If we cannot identify and purchase or make investments in a sufficient quantity of gaming properties and other experiential properties at favorable prices or if we are unable to finance transactions on commercially favorable terms, our business, [removed: financial condition, liquidity,] results of operations and prospects could be materially and adversely affected.

Additionally, the fact that we must distribute 90% of our REIT taxable income in order to maintain our qualification as a REIT may limit our ability to rely upon rental payments from our leased properties or subsequently acquired properties in order to finance [added: these strategic investments and] transactions.

The failure to identify and acquire or invest in new properties effectively, or the failure of any acquired properties to perform as expected, could have a material adverse effect on our business, financial condition, [removed: liquidity,] results of operations and prospects and our ability to make distributions to our stockholders.

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Therefore, so long as our investments are concentrated in gaming-related assets, our success is dependent on the gaming industry.

Additionally, work stoppages and other labor unrest, strikes or other business interruptions in Las Vegas could impact our tenants’ operations at our properties on the Las Vegas Strip.

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We anticipate that the investigation of such transactions and strategic alternatives, including the negotiation, drafting, and execution of relevant agreements with respect to such transactions and strategic alternatives, will require substantial management time and attention and may impose substantial costs for financial advisors, accountants, attorneys and other advisors.

If a decision is made not to proceed with a specific transaction, or if we fail to consummate a transaction for any reason, including those beyond our control, the costs incurred up to that point for the proposed transaction likely would not be recoverable and significant management time will have been lost, which could have a material adverse effect on us.

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Under certain of our lease agreements, rent is payable in foreign currencies with respect to some or all of the properties under the applicable lease agreements.

In addition, we have incurred and may continue to incur indebtedness that is denominated in foreign currencies to fund our international investments, including, for the PURE Portfolio and Century Canadian Portfolio acquisitions.

As of December 31, 2023, we had an aggregate of $173.8 million in outstanding debt under our Revolving Credit Facility, including portions denominated in Canadian dollars and Great British Pounds (based on the applicable exchange rates as of December 31, 2023).

As a result, we are subject to foreign currency risk due to potential fluctuations in exchange rates between these foreign currencies and the U.S. dollar.

A significant change in the value of the foreign currency of one or more countries where we have a significant investment or receive significant rental revenue may have a material adverse effect on our business and, specifically, our U.S. dollar reported financial condition and results of operations.

While we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in foreign exchange rates, we may not realize the anticipated benefits from these arrangements or these arrangements may be insufficient to mitigate our exposure.

All of our rental revenue and a substantial majority of our total revenue is generated from our long-term triple-net lease agreements and, consistent with typical triple-net leases, our lease agreements have longer lease terms, with a weighted average lease term (inclusive of extension options) of all of our lease agreements as of December 31, 2023 of 41.3 years.

Sustained inflation rates that are above any CPI escalator cap could, over time, result in our receiving rental income below fair market lease rates, which could adversely impact the fair value of the assets, our results of operations and cash flows.

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current level, or at all.

In connection with certain of our transactions, including the MGP Transactions (as defined in [Note 3 - R](#ib2fc48f0ddf244d9844b8de22bde2e36_148)[eal Estate Transactions](#ib2fc48f0ddf244d9844b8de22bde2e36_148)), we entered into tax protection agreements which could limit our ability to sell or otherwise dispose of the subject property or properties contributed to us, and we may enter into such agreements in the future.

We are exposed to risks related to our properties that are subject to ground and use lease arrangements which could adversely affect our results of operations.

We are and may in the future be the lessee under long-term ground lease arrangements at certain of our properties or make investments into properties that are subject to long-term ground lease arrangements.

Unless we purchase a fee interest in the underlying land and/or buildings subject to the leases, we will not own such properties or portions of such properties, as the case may be.

Furthermore, unless we extend the terms of these ground and use leases prior to expiration, we will no longer have rights with respect to these properties or portions of the properties, as the case may be, upon expiration of the applicable ground leases, which could impact our tenant’s ability to operate the property, to the extent the portions of property covered under the applicable ground and/or use lease are material to the operations of the property, and our rights and obligations under applicable lease agreements, which could adversely affect our business, financial condition and results of operations.

Furthermore, payments under such leasehold interests may be periodically adjusted pursuant to the relevant contractual arrangements and may result in significantly higher rents, and while such payments are the responsibility of our tenants under the respective lease agreements, such increases could adversely affect us and our tenants’ business, financial condition and results of operations.

Additionally, due to the greater risk in a loan secured by a leasehold interest than a loan secured by a fee interest, we face risks related to our investments secured by a leasehold interest, including if the borrower were to default under the terms of our loan or violate the terms of such ground lease.

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subject to these agreements, subject to the terms and conditions included in each agreement with respect to each property.

In many cases, the counterparties to these agreements are not obligated to sell the applicable properties and our right to purchase these properties under these agreements may never be triggered.

In addition, economic

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As a result, we cannot make assurances that we or our tenants will be able to fully insure such losses or fully collect, if at all, on claims resulting from such climate change impacts, natural disasters and extreme weather conditions.

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worldwide.

Although we may be entitled to damages if relevant third parties fail to satisfy their security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award.

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- changes in general economic conditions and market developments, including inflation, interest rates, supply chain disruptions, consumer confidence levels, changes in consumer spending, unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the United States or global economy;

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and we may be unable to incur new debt or replace maturing debt with new debt at equal or better interest rates.

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

The gaming and entertainment industry is highly competitive and our tenants’ failure to continue to compete successfully could adversely affect their businesses, financial conditions, results of operations, and cash flows.

In particular, our tenants’ businesses may be adversely impacted by the reinvestment and expansion by competitors in existing jurisdictions, an expansion of gaming in existing jurisdictions or into new jurisdictions in which gaming was not previously permitted, which would result in increased competition in these jurisdictions.

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

Additionally, there is one principal interstate highway between Las Vegas and Southern California, where a large number of the customers that frequent our properties on the Las Vegas Strip reside.

Any limitations on travel from Southern California to our properties on the Las Vegas Strip, such as capacity constraints of that highway or any other traffic disruptions, may also affect the number of customers who visit our facilities.

In addition, a material adverse impact on Caesars 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.

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.

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 them.

Through our Partner Property Growth Fund, we may 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.

If our significant tenants’ businesses and properties fail to generate sufficient earnings, they may be unable to satisfy their (or their subsidiaries’) obligations under their respective Lease Agreements and loan and other agreements, including related guarantees.

In addition, our 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.

As the landlord and owner of gaming facilities, we are impacted by the risks associated with the gaming industry.

Certain gaming authorities in the jurisdictions in which we hold properties may require us and/or our affiliates to maintain a license as a principal, key business entity or supplier because of our status as landlord.

In addition, in many jurisdictions, licenses are granted for limited durations and require renewal from time to time.

Subject to certain administrative proceeding requirements, the gaming regulators have the authority to deny any application or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities.

- pay that person any distribution or interest upon any of our securities;

- allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;

- pay remuneration in any form to that person for services rendered or otherwise; or

- fail to pursue all lawful efforts to require such unsuitable person to relinquish his or her securities, including, if necessary, the immediate redemption of such securities in accordance with our charter.

Further, certain of our directors, officers, key employees and investors in our shares must meet approval standards of certain gaming regulatory authorities depending on the jurisdiction.

If such gaming regulatory authorities were to find such a person or investor unsuitable, we may be required to sever our relationship with that person or the investor may be required to dispose of his, her or its interest in us.

In addition, from time to time, we have entered, and may in the future enter, into strategic arrangements with counterparties, which arrangements may be non-binding or subject to conditions, including the negotiation of definitive documentation.

There is no guarantee that any of these discussions or arrangements will result in definitive agreements, the completion of any transaction, or the realization of the anticipated benefits of any transaction and pursuing these opportunities may require the allocation of a significant amount of our management resources to such a transaction, which could negatively impact our operations.

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

Investments in and acquisitions of gaming properties and other experiential properties, as well as investments in our existing properties through our Partner Property Growth Fund, entail risks associated with real estate investments generally, including that the investment’s performance will fail to meet expectations, that the cost estimates for necessary property improvements will prove inaccurate or that the operator or manager will underperform.

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.

In addition, we may not realize the benefits of our Partner Property Growth Fund opportunities on a timely basis, or at all, and such opportunities may be dependent upon independent decisions made by our tenants with respect to any capital improvement projects and the source of funds for such projects, as well as the total funding ultimately requested under such arrangements.

In addition, our Partner Property Growth Fund opportunities may be subject to the negotiation of definitive documentation or other conditions, or additional terms and conditions pursuant to our existing Lease Agreements or separate agreements we may enter into with our tenants with respect to such opportunities.

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.

All of our rental revenue and a substantial majority of our total revenue is generated from the Lease Agreements, which are long-term triple-net leases and provide greater flexibility to the respective tenants related to the use of the applicable leased property than would be the case with ordinary property leases, such as the right to sublease certain portions of each leased property, to make alterations in the leased premises and to terminate the lease prior to its expiration under specified circumstances.

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 leases.

We enter into long-term lease agreements with our tenants, consisting of an initial lease term with the potential for the tenant to extend for multiple additional terms, which may be subject to additional terms and conditions.

At the expiration of the initial lease term or of any additional renewal term thereafter, our tenants may choose not to renew the applicable Lease Agreement.

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

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

Any improvements to a property could also cause mechanic’s liens or similar liens to attach to, and constitute liens on, our interests in the properties.

To the extent that such liens are recorded against any of our current or future properties, they may restrict our ability to sell or dispose of such properties while they remain in place.

*The following discussion and analysis of the financial condition and results of operations of VICI Properties Inc. and VICI Properties L.P. for the year ended December 31, [removed: 2022] [added: 2023] should be read in conjunction with the audited consolidated Financial Statements and notes thereto and other financial information included elsewhere in this Annual Report on Form 10-K.

[removed: See “Cautionary Note Regarding Forward-Looking Statements.” You should also review the* *[“Risk 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*.

In addition, we own approximately [removed: 34] [added: 33] acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars, which we may look to monetize as appropriate.

Key [removed: 2022] [added: 2023] Highlights

- Total revenues increased [removed: 72.3%] [added: 38.9%] year-over-year to [removed: $2,600.7 million.][added: $3.6 billion.]

- Net income attributable to common stockholders increased [removed: 10.2%] [added: 124.9%] year-over-year to [removed: $1,117.6 million,] [added: $2.5 billion,] and net income attributable to common stockholders per diluted share [removed: decreased 27.7%] [added: increased 94.8%] to [removed: $1.27,] [added: $2.47,] primarily due to the impact of our CECL allowance [added: in the prior year] and [removed: an increased weighted average share count.][added: the timing of our transaction activity.]

- AFFO increased [removed: 61.7%] [added: 29.1%] year-over-year to [removed: $1,693.8 million] [added: $2.2 billion] and AFFO per diluted share increased [removed: 6.1%] [added: 11.8%] to [removed: $1.93.][added: $2.15.]

- Announced an increase in our quarterly cash dividend to [removed: $0.39] [added: $0.415] per share (or [removed: $1.56] [added: $1.66] per share on an annualized [removed: basis),] [added: basis) in the third quarter of 2023,] representing a [removed: 8.3%] [added: 6.4%] increase compared to our previous quarterly dividend.

- [removed: Completed an equity offering] [added: Sold 21,365,397 forward shares under our ATM program during the year] with an aggregate offering value of [removed: $580.0] [added: $643.0] million and [removed: sold 21,617,592] [added: settled 29,788,250 forward] shares [added: outstanding] under our ATM [removed: 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] [added: program] for aggregate net proceeds of [removed: $1,272.3] [added: $945.7] million.

Acquisition [added: and Leasing] Activity

[removed: We also assumed] [added: *(5) Amount includes the assumption of] 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 [removed: 2030.][added: 2030.*]

[removed: Upon] [added: *(4) Simultaneous with] the [removed: closing of] [added: entrance into] the [removed: sale of] [added: CNE] Gold [removed: Strike,] [added: Strike Lease, we entered into an amendment to] the MGM Master Lease [removed: was amended] [added: in order] to account for MGM’s divestiture of the [added: operations of] Gold Strike [removed: operations] and [removed: resulted in a reduction of] [added: to reduce] the annual base rent [removed: under the MGM Master Lease] by $40.0 [removed: million.][added: million.*]

- January 2023 Offering. [removed: Subsequent to year-end, on] [added: On] January 12, 2023, we completed a primary offering of 30,302,500 shares of common stock (inclusive of 3,952,500 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) at a public offering price of $33.00 per share for an aggregate offering value of [removed: $1,000.0 million,] [added: $1.0 billion,] resulting in net proceeds, after deduction of the underwriting discount and expenses, of $964.4 million.

The shares are subject to forward sale agreements (the “January 2023 Forward Sale Agreements”), which [removed: require] [added: required] settlement by January 16, 2024.

[removed: We] [added: Such amount is not included in the table above and we] did not initially receive any proceeds from the sale of the shares of common stock in the offering, which were sold to the underwriters by the forward purchasers or their respective affiliates and remain subject to settlement in accordance with the terms of the [removed: January 2023 Forward Sale Agreements.][added: forward sale agreement.*]

- At-The-Market Offering Programs. During the year ended December 31, [removed: 2022,] [added: 2023,] we sold an aggregate of [removed: 21,617,592] [added: 21,365,397] shares under the ATM Program (as defined in [Note 11 - Stockholders [removed: Equity](#i0ec8509054d64d8282fb5b2fcc89907c_160)),] [added: Equity](#ib2fc48f0ddf244d9844b8de22bde2e36_175)),] all of which were subject to forward sale agreements, for estimated aggregate [removed: total proceeds] [added: net value] of [removed: $715.9] [added: $634.6] million based on the initial forward sale price with respect to each forward sale agreement.

[removed: Subsequent to year-end, in January] [added: In October] 2023, we physically settled all the [added: then outstanding] forward shares issued under the ATM Program in exchange for total net proceeds of approximately [removed: $696.7 million, which were used to pay for a portion of the purchase price of the MGM Grand/Mandalay Bay JV Interest Acquisition.][added: $249.1 million.]

Our tenants and the guarantors of their respective obligations, as applicable, under [removed: the Lease Agreements] [added: our lease agreements] are leading gaming [added: and experiential] operators across the United [removed: States] [added: States, Canada] and [removed: Canada.][added: abroad.]

Rental payments under [removed: the Lease Agreements] [added: our lease agreements] comprise, and are expected to continue to comprise, a substantial majority of our revenues.

Accordingly, we are dependent on, among other things, our tenants’ and, as applicable, their respective guarantors’, financial performance, the performance of the gaming [removed: industry] and [added: other experiential industries and] the health of the economies in the areas where our properties are located for the foreseeable future, and an event that has a material adverse effect on any of our tenant’s business, financial condition, liquidity, results of operations or prospects could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

For more information regarding ASC 326, refer to [Note 5 - Allowance for Credit [removed: Lo](#i0ec8509054d64d8282fb5b2fcc89907c_139)[sses](#i0ec8509054d64d8282fb5b2fcc89907c_139)] [added: Losses](#ib2fc48f0ddf244d9844b8de22bde2e36_154)] included in this Annual Report on Form 10-K.

Competition to enter into [removed: transactions, including sale leaseback transactions,] [added: transactions] with attractive properties and desirable tenants is intense, and we can provide no assurance that any future acquisitions, investments or leases will be on terms as favorable to us as those relating to recent or historical transactions.

We anticipate that we [removed: would seek to] [added: will] finance our future growth with a combination of debt and equity, although no assurance can be given that we [removed: would] [added: will] be able to issue equity and/or debt in such amounts on favorable terms, or at all, or that we would not determine to incur more debt on a relative basis at the relevant time due to market conditions or otherwise.

[removed: Recent macroeconomic] [added: Macroeconomic] volatility has introduced significant uncertainty and heightened risk for businesses, including us and our tenants, [removed: as a result of the current inflationary environment,] including the impact of [removed: rising] [added: heightened] interest [removed: rates] [added: rates, inflation, threat of recession] and increased cost of capital.

However, the current [added: macroeconomic] environment, including [removed: rising] [added: heightened] interest rates and market volatility, impacts our business in certain respects, such as by increasing interest expense with respect to any borrowings under our [added: Revolving] Credit [removed: Facility, increasing] [added: Facility and future refinancing of upcoming debt maturities,] volatility of our share price with respect to sales of common stock, and, with respect to potential transactions, evaluating asset and property values in discussions with potential counterparties and obtaining transaction financing on attractive terms, all of which could increase our cost of capital and negatively impact our growth prospects.

With respect to our [removed: Lease Agreements,] [added: lease agreements,] which generally provide for annual rent escalation based on a specified percentage increase and/or increases in CPI, we expect that [removed: increasing] [added: currently elevated] inflation [added: levels] will result in additional rent increases over time under our CPI-based lease provisions (subject to any applicable caps or periods in which such provisions do not apply).

However, the full extent to which the trends set forth herein adversely affect our tenants and/or ultimately impact us depends on future developments that cannot be predicted with confidence, including our tenants’ financial performance, the direct and indirect effects of such trends discussed herein (including among other things, [removed: rising] [added: heightened] interest rates, inflation, economic recessions, consumer confidence levels and general conditions in the capital and credit markets) and the impact of any future measures taken in response to such trends on our tenants.

Risk [removed: Factors](#i0ec8509054d64d8282fb5b2fcc89907c_19)”] [added: Factors](#ib2fc48f0ddf244d9844b8de22bde2e36_22)”] included in this Annual Report on Form 10-K.

Results of Operations for the Years Ended December 31, 2022 and [removed: December 31,] 2021

| (In thousands) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Variance | | |

| Income from sales-type leases | | | $ | [removed: 1,464,245] [added: 1,980,178] | | | | | $ | [removed: 1,167,972] [added: 1,464,245] | | | | | $ | [removed: 296,273] [added: 515,933] | |

| Income from lease financing [removed: receivables and] [added: receivables,] loans [added: and securities] | | | [removed: 1,041,229] [added: 1,519,516] | | | | | | [removed: 283,242] [added: 1,041,229] | | | | | | [removed: 757,987] [added: 478,287] | | |

| Other income | | | [removed: 59,629] [added: 73,326] | | | | | | [removed: 27,808] [added: 59,629] | | | | | | [removed: 31,821] [added: 13,697] | | |

| Golf revenues | | | [removed: 35,594] [added: 38,968] | | | | | | [removed: 30,546] [added: 35,594] | | | | | | [removed: 5,048] [added: 3,374] | | |

| General and administrative | | | [removed: 48,340] [added: 59,603] | | | | | | [removed: 33,122] [added: 48,340] | | | | | | [removed: 15,218] [added: 11,263] | | |

| Depreciation | | | [removed: 3,182] [added: 4,298] | | | | | | [removed: 3,091] [added: 3,182] | | | | | | [removed: 91] [added: 1,116] | | |

| Other expenses | | | [removed: 59,629] [added: 73,326] | | | | | | [removed: 27,808] [added: 59,629] | | | | | | [removed: 31,821] [added: 13,697] | | |

| Golf expenses | | | [removed: 22,602] [added: 27,089] | | | | | | [removed: 20,762] [added: 22,602] | | | | | | [removed: 1,840] [added: 4,487] | | |

| Change in allowance for credit losses | | | [removed: 834,494] [added: 102,824] | | | | | | [removed: (19,554)] [added: 834,494] | | | | | | [removed: 854,048] [added: (731,670)] | | |

| Transaction and acquisition expenses | | | [removed: 22,653 | | | | | | 10,402] [added: 8,017] | | | | | | [removed: 12,251] [added: 22,653] | | |

See “Cautionary Note Regarding Forward-Looking Statements.” You should also review the* *[“Risk Factors”](#ib2fc48f0ddf244d9844b8de22bde2e36_22)* *section in Item 1A.

Our geographically diverse portfolio currently consists of 93 experiential assets consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada.

For additional information with respect to our business and operations, refer to [Item 1.

- Business](#ib2fc48f0ddf244d9844b8de22bde2e36_16).

- Invested over $4.1 billion to acquire 51 properties and added $291.5 million in annualized rent to our portfolio.

◦Made first international property investments through the acquisition of eight gaming assets in Canada.

◦Acquired 39 other experiential properties, representing our inaugural investments in the sports and family entertainment categories.

- Originated six debt investments totaling $698.2 million of commitments.

◦Made first international loan investments in connection with our partnership with Cabot, in Saint Lucia and Scotland.

◦Funded new and existing loan commitments totaling $959.1 million.

- Completed a 30,302,500 share forward equity offering with an aggregate offering value of $1.0 billion, which was settled in each of April, July and October 2023 for aggregate net proceeds of $960.5 million.

The following table summarizes our acquisition and leasing activity (each as defined in the column titled “Transaction”) for the year ended December 31, 2023:

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

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

| ($ in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Transaction | | | | | | Date | | | | | | Guarantor | | | | | | Lease Agreement | | | | | | Purchase Price | | | | | | Initial Annual Rent | | | | | | Number of Properties | | |

| Chelsea Piers Sale-Leaseback Transaction *(1)* | | | | | | December 18, 2023 | | | | | | Chelsea Piers | | | | | | Chelsea Piers Lease | | | | | | $ | 342.9 | | | | | $ | 24.0 | | | | | 1 | | |

| Bowlero Sale-Leaseback Transaction | | | | | | October 19, 2023 | | | | | | Bowlero | | | | | | Bowlero Master Lease | | | | | | 432.9 | | | | | | 31.6 | | | | | | 38 | | |

| Century Canadian Portfolio Sale-Leaseback Transaction | | | | | | September 6, 2023 | | | | | | Century | | | | | | Century Master Lease | | | | | | 162.5 | | | *(2)* | | | 12.7 | | | *(3)* | | | 4 | | |

| Rocky Gap Casino Acquisition | | | | | | July 5, 2023 | | | | | | Century | | | | | | Century Master Lease | | | | | | 203.9 | | | | | | 15.5 | | | | | | 1 | | |

| Gold Strike Severance Lease | | | | | | February 15, 2023 | | | | | | CNB | | | | | | CNE Gold Strike Lease | | | | | | — | | | | | | 40.0 | | | *(4)* | | | 1 | | |

| MGM Grand/Mandalay Bay JV Interest Acquisition | | | | | | January 9, 2023 | | | | | | MGM | | | | | | MGM Grand/Mandalay Bay Lease | | | | | | 2,758.9 | | | *(5)* | | | 151.6 | | | *(6)* | | | 2 | | |

| PURE Canadian Gaming Sale-Leaseback Transaction | | | | | | January 6, 2023 | | | | | | PURE Canadian Gaming | | | | | | PURE Master Lease | | | | | | 200.8 | | | *(7)* | | | 16.1 | | | *(8)* | | | 4 | | |

| Total | | | | | | | | | | | | | | | | | | | | | | | | $ | 4,101.9 | | | | | $ | 291.5 | | | | | | | |

*(1) Investment represents acquisition of the existing leasehold interest associated with Chelsea Piers from Chelsea Piers L.P. in a sale-leaseback transaction.

The $71.5 million outstanding Chelsea Piers loan was repaid in full and terminated in connection with the closing of the acquisition.*

*(2) Amount represents USD equivalent to C$221.7 million investment based on the exchange rate at the time of closing.*

*(3) Amount represents USD equivalent to C$17.3 million rent based on the exchange rate at the time of closing.*

*(6) Amount represents our pro-rata share of the MGM Grand/Mandalay Bay Lease which had total annual rent of $303.8 million upon closing.*

*(7) Amount represents USD equivalent to C$271.9 million investment based on the exchange rate at the time of closing.*

*(8) Amount represents USD equivalent to C$21.8 million rent based on the exchange rate at the time of closing.*

Real Estate Debt Investment Activity

The following table summarizes our real estate debt investment activity (each as defined in the column titled “Real Estate Debt Investment”) for the year ended December 31, 2023:

| ($ in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Real Estate Debt Investment | | | | | | Date | | | | | | Investment Type | | | | | | Commitment | | | | | | Collateral | | |

| Cabot Highlands Loan *(1)* | | | | | | December 19, 2023 | | | | | | Senior Secured Loan | | | | | | $ | 10.9 | | | | | Luxury golf resort development in the Scottish Highlands | | |

| Kalahari Virginia Loan | | | | | | December 7, 2023 | | | | | | Mezzanine Loan | | | | | | 212.2 | | | | | | 907-key indoor waterpark resort in Thornburg, VA under development | | |

| Cabot Saint Lucia | | | | | | November 3, 2023 | | | | | | Senior Secured Loan | | | | | | 100.0 | | | | | | Luxury golf resort development in Saint Lucia, Virgin Islands | | |

| Canyon Ranch Lenox and Tucson Loan *(2)* | | | | | | August 22, 2023 | | | | | | Senior Secured Loan | | | | | | 140.1 | | | | | | Canyon Ranch Tucson and Canyon Ranch Lenox wellness resorts | | |

| Canyon Ranch Preferred Equity | | | | | | July 26, 2023 | | | | | | Preferred Equity Investment | | | | | | 150.0 | | | | | | Equity interests in controlling entity of Canyon Ranch | | |

Our geographically diverse portfolio currently consists of 49 gaming facilities in the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort, three of the most iconic entertainment facilities on the Las Vegas Strip.

Our entertainment facilities are leased to leading brands that seek to drive consumer loyalty and value with guests through superior services, experiences, products and continuous innovation.

Across over 124 million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in fifteen states and Canada, contain approximately 59,300 hotel rooms and feature over 450 restaurants, bars, nightclubs, and sportsbooks.

We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT.

We believe our election of REIT status, combined with the income generation from the Lease 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 market conditions and the national and international macroeconomic environment.

- Announced and originated over $4.5 billion in transaction activity, including:

◦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.

- Completed the previously announced Venetian Acquisition, which upon closing on February 23, 2022, added $250.0 million of annualized rent to our portfolio.

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

- 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.

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).

The MGM Grand/Mandalay Bay Lease has a remaining initial lease term of approximately 27 years (expiring in 2050), with two ten-year tenant renewal options.

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).

The tenant’s obligations under the PURE Master Lease are guaranteed by the parent entity of PURE Canadian Gaming.

- 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.

The transaction is subject to customary regulatory approvals and closing conditions and is expected to close in mid-2023.

- 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.

Upon closing, the MGP Transactions added $1,012.2 million of annualized rent to our portfolio from 15 Class A entertainment casino resort properties spread across nine regions and comprising 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, each outstanding MGP Class A common share was converted into 1.366 (the “Exchange Ratio”) shares of VICI common stock.

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

MGM received $43.00 per unit in cash for the redemption of the majority of its MGP OP units that it held for total cash consideration of approximately $4.404 billion and also retained approximately 12.2 million units in VICI OP.

The MGP Class B share that was held by MGM was cancelled and ceased to exist at the effective time of the Mergers.

As of December 31, 2023, we had $17.1 billion of aggregate principal amount of outstanding indebtedness, of which 99.0% has a fixed interest rate and 1.0% has a variable interest rate, representing the US$173.8 million outstanding balance under the Revolving Credit Facility (denominated in CAD and GBP).

As of December 31, 2023, a one percent increase or decrease in the annual interest rate on our variable rate borrowings would increase or decrease our annual cash interest expense by approximately $1.7 million using the applicable exchange rate as of December 31, 2023.

Foreign Currency Exchange Rates

We are exposed to foreign currency exchange variability related to investments in and earnings from our foreign investments.

Foreign currency market risk is the possibility that our results of operations or financial position could be better or worse than planned because of changes in foreign currency exchange rates.

We primarily hedge our foreign currency risk by borrowing in the currencies in which we invest, thereby providing a natural hedge.

We continuously evaluate our foreign currency risk and may in the future use derivative financial instruments, such as currency exchange swaps, foreign currency collars, and foreign currency forward contracts with financial counterparties to further mitigate such risk.

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.

[removed: Our] [added: We own 93 experiential assets across a] geographically diverse portfolio [removed: currently consists] [added: consisting] of [removed: 49] [added: 54] gaming [removed: facilities in] [added: properties and 39 other experiential properties across] the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian [removed: Resort,] [added: Resort Las Vegas and the Venetian Expo (the “Venetian Resort”),] three of the most iconic entertainment facilities on the Las Vegas Strip.

Our [added: gaming and] entertainment facilities are leased to leading brands that seek to drive consumer loyalty and value with guests through superior services, experiences, products and continuous innovation.

Across [removed: over 124] [added: approximately 127] million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in [removed: fifteen] [added: twenty-six] states and Canada, contain approximately [removed: 59,300] [added: 60,300] hotel rooms and feature over [removed: 450] [added: 500] restaurants, bars, nightclubs and sportsbooks.

Our portfolio also includes certain real estate [removed: loan investments, most of which] [added: debt investments that] we have originated for strategic [removed: reasons] [added: reasons, primarily] 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.

In addition, we own approximately [removed: 34] [added: 33] acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to [removed: Caesars,] [added: Caesars Entertainment, Inc. (together with, as the context requires, its subsidiaries, “Caesars”),] which we may look to monetize as appropriate.

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

Pursuant to the terms of [removed: the Lease Agreements,] [added: our lease agreements,] which require our tenants to invest in our properties, and in line with our tenants’ commitment to build guest loyalty, we anticipate our tenants will continue to make strategic value-enhancing investments in our properties over time, helping to maintain their competitive position.

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, [removed: repair, improvement and other capital expenditures, as well as over the implementation of environmental sustainability and other initiatives.]

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

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

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

[added: - Mission critical complex real estate.] Our portfolio benefits from [removed: its] [added: a] strong mix of demand generators, including casinos, [removed: guest rooms,] [added: hotels,] restaurants, entertainment facilities, bars and nightclubs and convention space.

Our [removed: portfolio is anchored by our] Las Vegas properties, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort, which are located on the Las Vegas [removed: Strip.][added: Strip, are among the most iconic entertainment facilities in Las Vegas, featuring gaming entertainment, large-scale hotels, extensive food and beverage options, state-of-the-art convention facilities, retail outlets and entertainment venues.]

- [removed: Our long-term Lease Agreements provide a highly predictable base level of rent with embedded growth.] [added: Stable and transparent cash flows by leading operators.] Our properties are 100% occupied pursuant to our long-term triple-net [removed: Lease Agreements by subsidiaries of, or entities managed by, Apollo, Caesars, Century Casinos, CNB, EBCI, Foundation Gaming, JACK Entertainment, MGM, PENN Entertainment, PURE Canadian Gaming and Seminole Hard Rock,] [added: lease agreements,] which provide us with a predictable level of rental revenue to support future cash distributions to our [removed: stockholders.][added: stockholders, with 100% rent collection since our formation in October 2017.]

Our [removed: Lease Agreements] [added: lease agreements] are generally [removed: long-term] [added: long term] in nature with initial terms ranging from 15 to [removed: 30] [added: 32] years and are [added: generally] structured with several tenant renewal options extending the term of the lease for another 5 to 30 years.

[removed: All of our Lease Agreements provide for annual base] [added: The] rent [removed: escalations which] [added: escalation provisions] range from [added: providing for a flat annual increase of] 1% [added: to 2% to an annual increase of 1%] in the earlier years [removed: to] [added: and] the greater of 2% or CPI in the later years, [removed: with certain of our leases providing for] [added: which may be subject to] a [added: maximum CPI-based] cap with respect to [removed: the maximum CPI-based] [added: each annual rent] increase.

- [removed: Portfolio of strategic loans] [added: Strategic financing relationships] with leading experiential operators. [removed: We] [added: In addition to our relationships with leading gaming operators, we] have entered into strategic financing relationships [added: through our VICI Experiential Credit Solutions strategy] with [removed: market-leading] [added: other] experiential [removed: brand] operators [added: in sectors] such as [removed: 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, [removed: and Canyon Ranch, a leading pioneer in] integrative [removed: wellness.][added: wellness centers, premier sports and entertainment complexes and family-oriented indoor waterpark resorts.]

Our [removed: Properties][added: Properties and Lease Agreements]

| [removed: Las Vegas—Destination Gaming] | | | | | | [added: Harrah’s Las Vegas] | | | | | | [added: Las Vegas, NV] | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

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

| | | | [added: | | |] Excalibur | | | | | | Las Vegas, NV | | | | | | [removed: 93] | | | | | | [removed: 936] | | | | | | [removed: 3,981] | | | | | | [removed: MGM] | | | [added: | | | | | |]

| | | | [added: | | |] Luxor | | | | | | Las Vegas, NV | | | | | | [removed: 101] | | | | | | [removed: 864] | | | | | | [removed: 4,397] | | | | | | [removed: MGM] | | | [added: | | | | | |]

| | | | [added: | | |] Mandalay Bay | | | | | | Las Vegas, NV | | | | | | [removed: 152] | | | | | | [removed: 1,059] | | | | | | [removed: 4,750] | | | | | | [removed: MGM] | | | [added: | | | | | |]

| | | | [added: | | |] MGM Grand | | | | | | Las Vegas, NV | | | | | | [removed: 169] | | | | | | [removed: 1,367] | | | | | | [removed: 6,071] | | | | | | [removed: MGM] | | | [added: | | | | | |]

| | | | [added: | | |] The Mirage | | | | | | Las Vegas, NV | | | | | | [removed: 94] | | | | | | [removed: 906] | | | | | | [removed: 3,044] | | | | | | [removed: Mirage] | | | [added: | | | | | |]

| | | | [added: | | |] New York - New York/The Park | | | | | | Las Vegas, NV | | | | | | [removed: 81] | | | | | | [removed: 947] | | | | | | [removed: 2,024] | | | | | | [removed: MGM] | | | [added: | | | | | |]

| | | | [added: | | |] Park MGM | | | | | | Las Vegas, NV | | | | | | [removed: 66] | | | | | | [removed: 810] | | | | | | [removed: 2,898] | | | | | | [removed: MGM] | | | [added: | | | | | |]

| | | | [added: | | |] Venetian Resort [added: *(5)*] | | | | | | Las Vegas, NV | | | | | | [removed: 225] | | | | | | [removed: 1,690] | | | | | | [removed: 7,100] | | | | | | [removed: Venetian] | | | [added: | | | | | |]

| | | | [added: | | |] MGM Springfield | | | | | | Springfield, MA | | | | | | [removed: 106] | | | | | | [removed: 1,623] | | | | | | [removed: 240] | | | | | | [removed: MGM] | | | [added: | | | | | |]

| | | | [added: | | |] PURE Casino Calgary [added: *(8)*] | | | | | | Calgary, AB | | | | | | [removed: 22] | | | | | | [removed: 871] | | | | | | [removed: N/A] | | | | | | [removed: PURE] | | | [added: | | | | | |]

| | | | [added: | | |] PURE Casino Lethbridge [added: *(8)*] | | | | | | Lethbridge, AB | | | | | | [removed: 13] | | | | | | [removed: 451] | | | | | | [removed: N/A] | | | | | | [removed: PURE] | | | [added: | | | | | |]

| | | | [added: | | |] Harrah’s Joliet [removed: (1)] [added: *(4)*] | | | | | | Joliet, IL | | | | | | [removed: 39] | | | | | | [removed: 900] | | | | | | [removed: 200] | | | | | | [removed: Joliet] | | | [added: | | | | | |]

| | | | [added: | | |] Hard Rock Cincinnati | | | | | | Cincinnati, OH | | | | | | [removed: 100] | | | | | | [removed: 1,900] | | | | | | [removed: N/A] | | | | | | [removed: Hard Rock Cincinnati] | | | [added: | | | | | |]

| [removed: Cleveland] | | | | | | [added: JACK Cleveland *(5)*] | | | | | | [added: Cleveland, OH] | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| | | | [added: | | |] JACK Thistledown Racino | | | | | | North Randall, OH | | | | | | [removed: 57] | | | | | | [removed: 1,480] | | | | | | [removed: N/A] | | | | | | [removed: JACK] | | | [added: | | | | | |]

| | | | [added: | | |] MGM Northfield Park | | | | | | Northfield, OH | | | | | | [removed: 73] | | | | | | [removed: 1,669] | | | | | | [removed: N/A] | | | | | | [removed: MGM] | | | [added: | | | | | |]

| | | | [added: | | |] Horseshoe Bossier City [added: *(5)*] | | | | | | Bossier City, LA | | | | | | [removed: 28] | | | | | | [removed: 1,120] | | | | | | [removed: 600] | | | | | | [removed: Caesars Regional] | | | [added: | | | | | |]

| | | | [added: | | |] Margaritaville Resort Casino [added: *(5)*] | | | | | | Bossier City, LA | | | | | | [removed: 30] | | | | | | [removed: 1,036] | | | | | | [removed: 395] | | | | | | [removed: Margaritaville] | | | [added: | | | | | |]

| | | | [added: | | |] Hollywood Casino at Greektown [added: *(5)*] | | | | | | Detroit, MI | | | | | | [removed: 100] | | | | | | [removed: 2,219] | | | | | | [removed: 400] | | | | | | [removed: Greektown] | | | [added: | | | | | |]

| | | | [added: | | |] MGM Grand Detroit | | | | | | Detroit, MI | | | | | | [removed: 147] | | | | | | [removed: 2,957] | | | | | | [removed: 400] | | | | | | [removed: MGM] | | | [added: | | | | | |]

As of December 31, 2023 our properties are 100% leased with a weighted average lease term, including extension options, of approximately 41.3 years.

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repair, improvement and other capital expenditures, as well as over the implementation of environmental sustainability and other initiatives.

Our Investment Highlights

- Demonstrated track record of growth with significant scale. We have made approximately $35 billion of domestic and international investments across gaming and other experiential assets since our formation in October 2017.

Following our growth and resulting scale, we were added to the S&P 500 Index in June 2022.

Our tenants are market-leading gaming and experiential operators, with the majority of our rent derived from properties operated by SEC reporting companies, providing transparency into our tenants’ performance and health.

- Contractual escalation with inflation protection. All of our lease agreements provide for annual base rent escalations, which may be fixed or variable over the life of the lease.

The rent escalation provisions range from providing for a flat annual increase of 1% to 2% to an annual increase of 1% in the earlier years and the greater of 2% or the U.S consumer price index (“CPI”) in the later years, which may be subject to a maximum CPI-based cap with respect to each annual rent increase.

Among our lease agreements, 50% of our rental revenue was subject to a CPI-linked escalation in 2023 and 95% of our rental revenue is eventually subject to a CPI-linked escalation over the life of the lease (subject to applicable caps).

Additionally, the gaming regulatory environment in which we operate creates a high barrier to entry and limits our tenants’ ability to move locations.

[Table of Cont](#ib2fc48f0ddf244d9844b8de22bde2e36_10)[ents](#ib2fc48f0ddf244d9844b8de22bde2e36_10)

All of our lease agreements provide for annual base rent escalations, which may be fixed or variable over the life of the lease.

The following tables summarize our lease agreements between us and our respective tenants and guarantors (each, as may be amended from time to time, and each individually, as defined in the column titled “Lease Agreement”) and the properties under each our respective lease agreements, as of the date of this Annual Report.

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

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

| Lease Agreement (1) | | | | | | Property | | | | | | Location | | | | | | Tenant/Guarantor (2) | | | | | | | | | | | | | | | | | | | | | | | | Initial Expiration (3) | | |

| Gaming Portfolio | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Caesars Joliet Lease | | | | | | | | | | | | | | | | | | Caesars | | | | | | | | | | | | | | | | | | | | | | | | July 31, 2035 | | |

| Caesars Las Vegas Master Lease | | | | | | | | | | | | | | | | | | Caesars | | | | | | | | | | | | | | | | | | | | | | | | July 31, 2035 | | |

| Caesars Regional Master Lease | | | | | | | | | | | | | | | | | | Caesars | | | | | | | | | | | | | | | | | | | | | | | | July 31, 2035 | | |

| | | | | | | Harrah’s Atlantic City | | | | | | Atlantic City, NJ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Harrah’s Metropolis | | | | | | Metropolis, IL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Harvey’s Lake Tahoe *(5)* | | | | | | Stateline, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Horseshoe Hammond *(5)* | | | | | | Hammond, IN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Century Master Lease | | | | | | | | | | | | | | | | | | Century Casinos, Inc. | | | | | | | | | | | | | | | | | | | | | | | | September 30, 2038 | | |

| | | | | | | Century Casino & Hotel Edmonton *(6)* | | | | | | Edmonton, AB | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Century Casino St. Albert *(6)* | | | | | | Edmonton, AB | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Century Downs Racetrack and Casino *(6)* | | | | | | Calgary, AB | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table of Cont](#ib2fc48f0ddf244d9844b8de22bde2e36_10)[ents](#ib2fc48f0ddf244d9844b8de22bde2e36_10)

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

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

| Lease Agreement (1) | | | | | | Property | | | | | | Location | | | | | | Tenant/Guarantor (2) | | | | | | | | | | | | | | | | | | | | | | | | Initial Expiration (3) | | |

| | | | | | | Century Mile Racetrack *(6)* | | | | | | Edmonton, AB | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Rocky Gap Casino Resort *(5)* | | | | | | Flintstone, MD | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| CNE Gold Strike Lease | | | | | | | | | | | | | | | | | | Cherokee Nation Businesses, L.L.C. (“CNB”) (7) | | | | | | | | | | | | | | | | | | | | | | | | April 30, 2048 | | |

| EBCI Southern Indiana Lease | | | | | | | | | | | | | | | | | | Eastern Band of Cherokee Indians (“EBCI”) | | | | | | | | | | | | | | | | | | | | | | | | August 31, 2036 | | |

| Foundation Master Lease | | | | | | | | | | | | | | | | | | Foundation Gaming & Entertainment, LLC | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2037 | | |

| Hard Rock Cincinnati Lease | | | | | | | | | | | | | | | | | | Seminole Hard Rock International (“Hard Rock”) | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2047 | | |

| Hard Rock Mirage Lease | | | | | | | | | | | | | | | | | | Hard Rock | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2047 | | |

We lease our properties to subsidiaries of, or entities managed by, Apollo, Caesars, Century Casinos, CNB, EBCI, Foundation Gaming, JACK Entertainment, MGM, PENN Entertainment, PURE Canadian Gaming and Seminole Hard Rock, with Caesars and MGM being our largest tenants.

We believe we have a mutually beneficial relationship with each of our tenants, all of which are leading owners and operators of gaming, entertainment and leisure properties.

Our long-term triple-net Lease Agreements with our tenants provide us with a highly predictable revenue stream with embedded growth potential.

We believe our geographic diversification limits the effect of changes in any one market on our overall performance.

We are focused on driving long-term total returns through managing experiential asset growth and allocating capital diligently, maintaining a highly productive tenant base, and optimizing our capital structure to support external growth.

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 long-term.

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.

Our Competitive Strengths

We believe the following strengths effectively position us to execute our business and growth strategies:

We believe our properties are generally well-insulated from incremental competition as a result of high replacement costs, as well as regulatory restrictions and long-lead times for new development.

The high quality of our properties appeals to a broad base of customers, stimulating traffic and visitation.

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We believe Las Vegas is historically a market characterized by steady economic growth and high consumer and business demand with limited new supply.

Our Las Vegas properties, which are 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 and positive industry trends and performance over recent years.

The regional properties we own include award-winning casinos, hotels and entertainment facilities that are generally market leaders within their respective regions.

Under the terms of the Lease Agreements, our tenants are required to continue to invest in our properties, which we believe enhances the value of our properties and maintains their competitive market position.

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

This diversity reduces our exposure to adverse events that may affect any single market.

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

These 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 our rental revenue.

All of our casino resort properties are established assets, in most cases with extensive operating histories.

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

- Strong relationships with the operators of our properties and existing agreements provide for visible growth. We believe our relationships with 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.

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.

- The payment obligations of our tenants are guaranteed by their parent entities, as applicable. All of our existing properties are leased to subsidiaries of, or entities managed by, Apollo, Caesars, Century Casinos, CNB, EBCI, Foundation Gaming, JACK Entertainment, MGM, PENN Entertainment, PURE Canadian Gaming and 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 are not guaranteed by Apollo or any of its affiliates; however, the Venetian Lease does contain certain credit enhancements, which require the Venetian Tenant to

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.

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

- An experienced management team with deep real estate and industry experience. We have an experienced and independent management team that has been actively engaged in the leadership, acquisition and investment aspects of the hospitality, gaming, entertainment and real estate industries throughout their careers.

Our Chief Executive Officer, Edward Pitoniak, and President and Chief Operating Officer, John Payne, are industry veterans with an average of over 30 years of experience in the REIT, gaming and experiential real estate industries, during which time they were able to drive controlled growth and diversification of significant real estate and gaming portfolios.

Mr. Pitoniak’s prior service as an independent board member of 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.

Our Chief Financial Officer and General Counsel have an average of over 20 years of experience in the REIT, real estate and hospitality industries and bring significant leadership and expertise to our team across capital markets, corporate finance, acquisitions, risk management and corporate governance.

- A diverse and independent board of directors with robust business and corporate governance experience. Our diverse and independent board of directors, which is made up of highly skilled and seasoned real estate, gaming, hospitality, consumer products and corporate professionals, was originally established to ensure no overlap between our tenants and the companies with which our directors are affiliated and has continued to improve and mature since our formation in 2017.

For example, since formation we have increased diversity by adding three independent, female directors to our board.

As of December 31, 2022, 50% of our independent directors are women, one of whom is racially diverse.

In addition, 50% of our board of director leaders (comprised of the Chairs of the board of directors and each committee) are women.

Robust corporate governance in the best interests of our stockholders is of central importance to the management of our company, as we have a separate, independent Chair of the board of directors, all members of our board except for our Chief Executive Officer are independent, and all members of our audit committee qualify as an “audit committee financial expert” as defined by the SEC.

Directors are elected in uncontested elections by the affirmative vote of a majority of the votes cast on an annual basis, and stockholder approval is required prior to, or in certain circumstances within twelve months following, the adoption by our board of a stockholder rights plan.

As of December 31, [removed: 2022,] [added: 2023,] 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.

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

| VICI Properties Inc. [removed: Yes] ☒ [removed: No ☐] | | | | | | VICI Properties L.P. [removed: Yes] ☒ [removed: No ☐] | | |

As of June 30, [removed: 2022] [added: 2023] (the last business day of VICI Properties Inc.’s most recently completed second fiscal quarter), the aggregate market value of the common stock held by non-affiliates of VICI Properties Inc. was approximately [removed: $28.6] [added: $31.6] billion, based on the closing price of the common stock as reported on the NYSE on that date.

VICI Properties L.P. had no publicly-traded voting equity as of June 30, [removed: 2022.][added: 2023.]

As of February 21, [removed: 2023,] [added: 2024,] VICI Properties Inc. had [removed: 1,003,674,749] [added: 1,042,679,525] shares of common stock, $0.01 par value per share, outstanding.

Portions of the VICI Properties Inc.’s definitive proxy statement relating to the [removed: 2023] [added: 2024] 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 10-K.

This report combines the annual reports on Form 10-K for the year ended December 31, [removed: 2022] [added: 2023] 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.

VICI is a real estate investment trust (“REIT”) that is the sole owner of VICI Properties GP [removed: LLC (the “General Partner”),] [added: LLC,] the sole general partner of VICI LP.

As of December 31, [removed: 2022,] [added: 2023,] VICI owns 100% of the limited liability company interests of VICI Properties HoldCo LLC (“HoldCo”), which in turn owns approximately [removed: 98.7%] [added: 98.8%] of the limited liability company interest of VICI OP (such interests, “VICI OP Units”), our operating partnership, which in turns owns 100% of the limited partnership interest in VICI LP.

The balance of the VICI OP Units not held by HoldCo are held by [removed: MGM Resorts International and its affiliates.][added: third-party unit holders.]

The following diagram details VICI’s organizational structure as of December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

As of December 31, [removed: 2022,] [added: 2023,] the primary areas of difference between the Consolidated Financial Statements of VICI and those of VICI LP were cash and cash equivalents, stockholders’ equity and partners’ capital, non-controlling interests, and golf operations, which include the assets and liabilities and income and expenses of VICI Golf.

| | | | [Item 1 – [removed: Business](#i0ec8509054d64d8282fb5b2fcc89907c_13)] [added: Business](#ib2fc48f0ddf244d9844b8de22bde2e36_16)] | | | [removed: [6](#i0ec8509054d64d8282fb5b2fcc89907c_13)] [added: [2](#ib2fc48f0ddf244d9844b8de22bde2e36_16)] | | |

| | | | [Item 1A – Risk [removed: Factors](#i0ec8509054d64d8282fb5b2fcc89907c_19)] [added: Factors](#ib2fc48f0ddf244d9844b8de22bde2e36_22)] | | | [removed: [22](#i0ec8509054d64d8282fb5b2fcc89907c_19)] [added: [17](#ib2fc48f0ddf244d9844b8de22bde2e36_22)] | | |

| | | | [Item 1B – Unresolved Staff [removed: Comments](#i0ec8509054d64d8282fb5b2fcc89907c_22)] [added: Comments](#ib2fc48f0ddf244d9844b8de22bde2e36_25)] | | | [removed: [44](#i0ec8509054d64d8282fb5b2fcc89907c_22)] [added: [36](#ib2fc48f0ddf244d9844b8de22bde2e36_25)] | | |

| | | | [Item 2 – [removed: Properties](#i0ec8509054d64d8282fb5b2fcc89907c_25)] [added: Properties](#ib2fc48f0ddf244d9844b8de22bde2e36_28)] | | | [removed: [44](#i0ec8509054d64d8282fb5b2fcc89907c_25)] [added: [37](#ib2fc48f0ddf244d9844b8de22bde2e36_28)] | | |

| | | | [Item 3 – Legal [removed: Proceedings](#i0ec8509054d64d8282fb5b2fcc89907c_28)] [added: Proceedings](#ib2fc48f0ddf244d9844b8de22bde2e36_31)] | | | [removed: [44](#i0ec8509054d64d8282fb5b2fcc89907c_28)] [added: [37](#ib2fc48f0ddf244d9844b8de22bde2e36_31)] | | |

| | | | [Item 4 – Mine Safety [removed: Disclosures](#i0ec8509054d64d8282fb5b2fcc89907c_31)] [added: Disclosures](#ib2fc48f0ddf244d9844b8de22bde2e36_34)] | | | [removed: [44](#i0ec8509054d64d8282fb5b2fcc89907c_31)] [added: [37](#ib2fc48f0ddf244d9844b8de22bde2e36_34)] | | |

| | | | [Item 5 – Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0ec8509054d64d8282fb5b2fcc89907c_37)] [added: Securities](#ib2fc48f0ddf244d9844b8de22bde2e36_40)] | | | [removed: [45](#i0ec8509054d64d8282fb5b2fcc89907c_37)] [added: [38](#ib2fc48f0ddf244d9844b8de22bde2e36_40)] | | |

| | | | [Item 6 – [removed: \[Reserved\]](#i0ec8509054d64d8282fb5b2fcc89907c_40)] [added: \[Reserved\]](#ib2fc48f0ddf244d9844b8de22bde2e36_43)] | | | [removed: [47](#i0ec8509054d64d8282fb5b2fcc89907c_40)] [added: [40](#ib2fc48f0ddf244d9844b8de22bde2e36_43)] | | |

| | | | [Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0ec8509054d64d8282fb5b2fcc89907c_43)] [added: Operations](#ib2fc48f0ddf244d9844b8de22bde2e36_46)] | | | [removed: [48](#i0ec8509054d64d8282fb5b2fcc89907c_43)] [added: [40](#ib2fc48f0ddf244d9844b8de22bde2e36_46)] | | |

| | | | [Item 7A – Quantitative and Qualitative Disclosures About Market [removed: Risk](#i0ec8509054d64d8282fb5b2fcc89907c_52)] [added: Risk](#ib2fc48f0ddf244d9844b8de22bde2e36_55)] | | | [removed: [67](#i0ec8509054d64d8282fb5b2fcc89907c_52)] [added: [55](#ib2fc48f0ddf244d9844b8de22bde2e36_55)] | | |

| | | | [Item 8 – Financial Statements and Supplementary [removed: Data](#i0ec8509054d64d8282fb5b2fcc89907c_55)] [added: Data](#ib2fc48f0ddf244d9844b8de22bde2e36_58)] | | | [removed: [67](#i0ec8509054d64d8282fb5b2fcc89907c_55)] [added: [55](#ib2fc48f0ddf244d9844b8de22bde2e36_58)] | | |

| | | | [Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i0ec8509054d64d8282fb5b2fcc89907c_58)] [added: Disclosure](#ib2fc48f0ddf244d9844b8de22bde2e36_61)] | | | [removed: [68](#i0ec8509054d64d8282fb5b2fcc89907c_58)] [added: [56](#ib2fc48f0ddf244d9844b8de22bde2e36_61)] | | |

| | | | [Item 9A – Controls and [removed: Procedures](#i0ec8509054d64d8282fb5b2fcc89907c_61)] [added: Procedures](#ib2fc48f0ddf244d9844b8de22bde2e36_64)] | | | [removed: [68](#i0ec8509054d64d8282fb5b2fcc89907c_61)] [added: [56](#ib2fc48f0ddf244d9844b8de22bde2e36_64)] | | |

| | | | [Item 9B – Other [removed: Information](#i0ec8509054d64d8282fb5b2fcc89907c_64)] [added: Information](#ib2fc48f0ddf244d9844b8de22bde2e36_67)] | | | [removed: [69](#i0ec8509054d64d8282fb5b2fcc89907c_64)] [added: [57](#ib2fc48f0ddf244d9844b8de22bde2e36_67)] | | |

| | | | [Item 9C [removed: -] [added: –] Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i0ec8509054d64d8282fb5b2fcc89907c_67)] [added: Inspections](#ib2fc48f0ddf244d9844b8de22bde2e36_70)] | | | [removed: [69](#i0ec8509054d64d8282fb5b2fcc89907c_67)] [added: [57](#ib2fc48f0ddf244d9844b8de22bde2e36_70)] | | |

| [Part [removed: III](#i0ec8509054d64d8282fb5b2fcc89907c_70)] [added: III](#ib2fc48f0ddf244d9844b8de22bde2e36_73)] | | | | | | | | |

| | | | [Item 10 – Directors, Executive Officers and Corporate [removed: Governance](#i0ec8509054d64d8282fb5b2fcc89907c_73)] [added: Governance](#ib2fc48f0ddf244d9844b8de22bde2e36_76)] | | | [removed: [70](#i0ec8509054d64d8282fb5b2fcc89907c_73)] [added: [58](#ib2fc48f0ddf244d9844b8de22bde2e36_76)] | | |

| | | | [Item 11 – Executive [removed: Compensation](#i0ec8509054d64d8282fb5b2fcc89907c_76)] [added: Compensation](#ib2fc48f0ddf244d9844b8de22bde2e36_79)] | | | [removed: [70](#i0ec8509054d64d8282fb5b2fcc89907c_76)] [added: [58](#ib2fc48f0ddf244d9844b8de22bde2e36_79)] | | |

| | | | [Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0ec8509054d64d8282fb5b2fcc89907c_79)] [added: Matters](#ib2fc48f0ddf244d9844b8de22bde2e36_82)] | | | [removed: [70](#i0ec8509054d64d8282fb5b2fcc89907c_79)] [added: [58](#ib2fc48f0ddf244d9844b8de22bde2e36_82)] | | |

| | | | [Item 13 – Certain Relationships and Related Transactions, and Director [removed: Independence](#i0ec8509054d64d8282fb5b2fcc89907c_82)] [added: Independence](#ib2fc48f0ddf244d9844b8de22bde2e36_85)] | | | [removed: [70](#i0ec8509054d64d8282fb5b2fcc89907c_82)] [added: [58](#ib2fc48f0ddf244d9844b8de22bde2e36_85)] | | |

| | | | [Item 14 – Principal Accountant Fees and [removed: Services](#i0ec8509054d64d8282fb5b2fcc89907c_85)] [added: Services](#ib2fc48f0ddf244d9844b8de22bde2e36_88)] | | | [removed: [70](#i0ec8509054d64d8282fb5b2fcc89907c_85)] [added: [58](#ib2fc48f0ddf244d9844b8de22bde2e36_88)] | | |

| | | | [Item 15 – Exhibits and Financial Statement [removed: Schedules](#i0ec8509054d64d8282fb5b2fcc89907c_91)] [added: Schedules](#ib2fc48f0ddf244d9844b8de22bde2e36_94)] | | | [removed: [71](#i0ec8509054d64d8282fb5b2fcc89907c_91)] [added: [59](#ib2fc48f0ddf244d9844b8de22bde2e36_94)] | | |

| | | | [Item 16 – Form 10-K [removed: Summary](#i0ec8509054d64d8282fb5b2fcc89907c_97)] [added: Summary](#ib2fc48f0ddf244d9844b8de22bde2e36_100)] | | | [removed: [76](#i0ec8509054d64d8282fb5b2fcc89907c_97)] [added: [65](#ib2fc48f0ddf244d9844b8de22bde2e36_100)] | | |

| [Index to Consolidated Financial Statements and [removed: Schedule](#i0ec8509054d64d8282fb5b2fcc89907c_103)] [added: Schedule](#ib2fc48f0ddf244d9844b8de22bde2e36_106)] | | | | | | [F - [removed: 1](#i0ec8509054d64d8282fb5b2fcc89907c_103)] [added: 1](#ib2fc48f0ddf244d9844b8de22bde2e36_106)] | | |

*We refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Balance Sheets as our “Balance [removed: Sheet,”] [added: Sheets,”] (iii) our Consolidated Statements of Operations and Comprehensive Income as our “Statement of Operations,” and (iv) our Consolidated Statement of Cash Flows as our “Statement of Cash Flows.” References to numbered “Notes” refer to the Notes to our Consolidated Financial Statements.*

- We are and [removed: will always] [added: expect to continue to] be significantly dependent on our tenants for substantially all of our [removed: revenues,] [added: revenues and, because our tenants are required to pay a significant portion of their cash flow from operations to us pursuant to,] and [added: subject to the terms and conditions of, our respective lease agreements and other agreements with them,] an event that has a material adverse effect on any of our significant [removed: tenants’ businesses, financial condition, liquidity, results of operations or prospects] [added: tenants] could have a material adverse effect on [removed: our business, financial condition, liquidity, results of operations and prospects;][added: us.]

- Because a concentrated portion of our revenues are generated from the Las Vegas Strip, we are subject to greater risks than a company that is more geographically [removed: diversified;][added: diversified.]

[Table of Cont](#ib2fc48f0ddf244d9844b8de22bde2e36_10)[ents](#ib2fc48f0ddf244d9844b8de22bde2e36_10)

| [Part I](#ib2fc48f0ddf244d9844b8de22bde2e36_13) | | | | | | | | |

| | | | [Item 1C – Cybersecurity](#ib2fc48f0ddf244d9844b8de22bde2e36_1497) | | | [36](#ib2fc48f0ddf244d9844b8de22bde2e36_1497) | | |

| [Part II](#ib2fc48f0ddf244d9844b8de22bde2e36_37) | | | | | | | | |

| [Part IV](#ib2fc48f0ddf244d9844b8de22bde2e36_91) | | | | | | | | |

| [Signatures](#ib2fc48f0ddf244d9844b8de22bde2e36_103) | | | | | | [66](#ib2fc48f0ddf244d9844b8de22bde2e36_103) | | |

[Table of Cont](#ib2fc48f0ddf244d9844b8de22bde2e36_10)[ents](#ib2fc48f0ddf244d9844b8de22bde2e36_10)

- The loss of the services of key personnel could have a material adverse effect on our business.

[Table of Cont](#ib2fc48f0ddf244d9844b8de22bde2e36_10)[ents](#ib2fc48f0ddf244d9844b8de22bde2e36_10)

- Interest rates have increased, and may continue to do so, increasing our overall interest rate expense, which could adversely affect our stock price.

- Adverse changes in our credit ratings may affect our borrowing terms and capacity.

- A breach or default of covenants in our debt agreements could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects.

- We have engaged and may engage in hedging or other derivative transactions that may limit gains or result in losses.

- VICI is a holding company with no direct operations and relies on distributions received from VICI OP to make distributions to its stockholders.

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

| [Part I](#i0ec8509054d64d8282fb5b2fcc89907c_10) | | | | | | | | |

| [Part II](#i0ec8509054d64d8282fb5b2fcc89907c_34) | | | | | | | | |

| [Part IV](#i0ec8509054d64d8282fb5b2fcc89907c_88) | | | | | | | | |

| [Signatures](#i0ec8509054d64d8282fb5b2fcc89907c_100) | | | | | | [77](#i0ec8509054d64d8282fb5b2fcc89907c_100) | | |

*“Apollo” refers to Apollo Global Management, Inc., a Delaware corporation, and, as the context requires, certain of its subsidiaries and affiliates.*

*“April 2022 Notes” refer collectively to (i) the $500.0 million aggregate principal amount of 4.375% senior unsecured notes due 2025, (ii) the $1,250.0 million aggregate principal amount of 4.750% senior unsecured notes due 2028, (iii) the $1,000.0 million aggregate principal amount of 4.950% senior unsecured notes due 2030, (iv) the $1,500.0 million aggregate principal amount of 5.125% senior unsecured notes due 2032, and (v) the $750.0 million aggregate principal amount of 5.625% senior unsecured notes due 2052, in each case issued by VICI LP in April 2022.*

*“Caesars” refers to Caesars Entertainment, Inc., a Delaware corporation and, as the context requires, its subsidiaries.*

*“Caesars Las Vegas Master Lease” refers to the lease agreement for Caesars Palace Las Vegas and the Harrah’s Las Vegas facilities, as amended from time to time.*

*“Caesars Leases” refer collectively to the Caesars Las Vegas Master Lease, the Caesars Regional Master Lease and the Joliet Lease, in each case, unless the context otherwise requires.*

*“Caesars Regional Master Lease” 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.*

*“Caesars Transaction” refers to a series of transactions between us and Caesars (formerly Eldorado Resorts, Inc.) in connection with the merger between Eldorado Resorts, Inc. and Caesars, including the acquisition of the Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City, modifications to the Caesars Lease Agreements, and rights of first refusal.*

*“Century Casinos” refers to Century Casinos, Inc., a Delaware corporation, and, as the context requires, its subsidiaries.*

*“Century Master Lease” refers to the 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, as amended from time to time.*

*“CNB” refers to Cherokee Nation Businesses, L.L.C., and, as the context requires, its subsidiaries.*

*“Co-Issuer” refers to VICI Note Co. Inc., a Delaware corporation, and co-issuer of the November 2019 Notes, February 2020 Notes and Exchange Notes.*

*“Credit Agreement” refers to the Credit Agreement, dated as of February 8, 2022, by and among VICI LP, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended from time to time.*

*“Credit Facilities” refer collectively to the Delayed Draw Term Loan and the Revolving Credit Facility.*

*“Delayed Draw Term Loan” refers to the three-year unsecured delayed draw term loan facility of VICI LP provided under the Credit Agreement entered into in February 2022, as amended from time to time.*

*“EBCI” refers to the Eastern Band of Cherokee Indians, a federally recognized Tribe located in western North Carolina, and, as the context requires, its subsidiary and affiliate entities.*

*“Exchange Notes” refer collectively to (i)* *the* *$1,024.2 million* *aggregate principal amount of* *5.625% senior unsecured notes due 2024, (ii) the* *$799.4 million* *aggregate principal amount of* *4.625% senior unsecured notes due 2025, (iii) the* *$480.5 million* *aggregate principal amount of* *4.500% senior unsecured notes due 2026, (iv) the* *$729.5 million* *aggregate principal amount of* *5.750% senior unsecured notes due 2027, (v) the* *$349.3 million* *aggregate principal amount of* *4.500% senior unsecured notes due 2028, and (vi) the* *$727.1 million* *aggregate principal amount of* *3.875% senior unsecured notes due 2029, in each case issued by VICI LP and Co-Issuer, in April 2022 pursuant to the Exchange Offers and Consent Solicitations (as defined herein).*

*“February 2020 Notes” refer collectively to (i) the $750.0 million aggregate principal amount of 3.500% senior unsecured notes due 2025, (ii) the $750.0 million aggregate principal amount of 3.750% senior unsecured notes due 2027, and (iii) the $1.0 billion aggregate principal amount of 4.125% senior unsecured notes due 2030, in each case issued by VICI LP and Co-*

*Issuer in February 2020.*

*“Forum Convention Center Mortgage Loan” refers to a $400.0 million mortgage loan agreement entered into on September 18, 2020 with Caesars for a term of five years and secured by, among other things, the Caesars Forum Convention Center in Las Vegas.*

*“Foundation Gaming” refers to Foundation Gaming & Entertainment, LLC and, as the context requires, its subsidiaries.*

*“Foundation Master Lease” refers to the lease agreement for the* *Fitz Casino & Hotel, located in Tunica, Mississippi, and the WaterView Casino & Hotel, located in Vicksburg, Mississippi, as amended from time to time.*

*“Gold Strike Lease” refers to the lease agreement with CNB for the Gold Strike Casino Resort, located in Tunica, Mississippi (“Gold Strike”), as amended from time to time.*

*“Greektown Lease” refers to the lease agreement for the Greektown Casino-Hotel, located in Detroit, Michigan, as amended from time to time.*

*“Hard Rock” means Hard Rock International, and, as the context requires, its subsidiary and affiliate entities.*

*“Hard Rock Cincinnati Lease” refers to the lease agreement for the Hard Rock Cincinnati Casino, located in Cincinnati, Ohio, as amended from time to time.*

*“JACK Master Lease” refers to the lease agreement for the JACK Cleveland Casino located in Cleveland, Ohio, and the JACK Thistledown Racino facility located in North Randall, Ohio, as amended from time to time.*

*“JACK Entertainment” refers to JACK Ohio LLC, and, as the context requires, its subsidiary and affiliate entities.*

*“Joliet Lease” refers to the lease agreement for the facility in Joliet, Illinois, as amended from time to time.*

*“Lease Agreements” refer collectively to our leases with our respective tenants, unless the context otherwise requires.*

*“Margaritaville Lease” refers to the lease agreement for Margaritaville Resort Casino, located in Bossier City, Louisiana, as amended from time to time.*

*“Mergers” refer to a series of transactions governed by the MGP Master Transaction Agreement that occurred on April 29, 2022, consisting of (i) the contribution of our interest in VICI LP to VICI OP, which subsequent to the MGP Transactions serves as our new operating partnership, followed by (ii) the merger of MGP with and into Venus Sub LLC, a Delaware limited liability company and wholly owned subsidiary of VICI LP (“REIT Merger Sub”), with REIT Merger Sub surviving the merger, followed by (iii) the distribution by REIT Merger Sub of the interests of the general partner of MGP OP to VICI LP and (iv) the merger of REIT Merger Sub with and into MGP OP, with MGP OP surviving such merger.*

*“MGM” refers to MGM Resorts International, a Delaware corporation, and, as the context requires, its subsidiaries.*

*“MGM Grand/Mandalay Bay JV” (previously referred to as the “BREIT JV”) refers to a joint venture that holds the real estate assets of MGM Grand Las Vegas and Mandalay Bay in which we previously held a 50.1% ownership stake as of December 31, 2022.

On January 9, 2023, we acquired the remaining 49.9% ownership stake from our joint venture partner, as further described herein.*

*“MGM Grand/Mandalay Bay Lease” refers to the lease agreement for MGM Grand Las Vegas and Mandalay Bay, as amended from time to time.*

Cybersecurity Program

Our cybersecurity and information technology (“IT”) program includes a number of safeguards, such as network segmentation, conditional analysis, external threat monitoring, access and authentication controls, incident response planning and testing of controls and procedures.

We assess for internal and external vulnerabilities through the use of quarterly vulnerability scanning, annual third-party penetration testing and periodic cybersecurity maturity assessments.

The results from these assessments are comprehensively addressed based on risk priority and are used to continually improve our cybersecurity risk posture.

We use a risk-based approach with respect to our use and oversight of third-party service providers, tailoring processes according to the nature and sensitivity of the data accessed, processed, or stored by such third-party service provider and performing additional risk screenings and procedures, as appropriate.

We use a number of means to assess cyber risks related to our third-party service providers, including vendor questionnaires, conducting due diligence in connection with onboarding new vendors and annual due diligence with respect to key third-party vendors.

We also seek to collect and assess cybersecurity audit reports and other supporting documentation when available.

Our employees receive regular cybersecurity training to address a broad range of key and emerging issues.

In addition, we provide additional periodic training modules to address emerging threats or trends within the cybersecurity environment, perform regular simulated phishing exercises and require comprehensive cybersecurity training for all new employees.

Process for Assessing, Identifying and Managing Material Risks from Cybersecurity Threats

We utilize expert cybersecurity independent consultants, including a contracted Chief Information Security Officer (“CISO”) and additional third-party managed service providers, who work with and reports to our Vice President of Accounting and Administration (“VPAA”) to identify potential risks from cybersecurity threats and proactively mitigate their potential impact.

The CISO and related team have extensive experience in assessing, detecting, responding and mitigating cybersecurity risk, including holding several different relevant certifications as well as experience working with, and assessing cybersecurity risk of, IT managed service providers.

The CISO and his related team perform regular assessments and vulnerability tests and work with other third-party service providers to perform penetration testing and periodic cyber maturity assessments on our behalf through our Enterprise Risk Management (“ERM”) framework.

Our CISO and related team work with our VPAA and third-party managed service provider to manage IT troubleshooting and user experience.

Additionally, along with our own relationships, we benefit from the extensive third-party service provider relationships of our CISO, which may be used to assist with cybersecurity containment and remediation efforts.

[Table of Cont](#ib2fc48f0ddf244d9844b8de22bde2e36_10)[ents](#ib2fc48f0ddf244d9844b8de22bde2e36_10)

We perform specific cybersecurity risk assessments, which are informed by our ongoing vulnerability assessments, external penetration testing and cybersecurity maturity assessments, among other items.

Additionally, cybersecurity and IT is also an element of the ERM assessment performed by management on an annual basis, with quarterly reassessments, under the supervision of the Audit Committee and Board of Directors.

In the event of a cybersecurity incident, we maintain a regularly tested incident response program, including response programs specifically designed for common threats.

Pursuant to our escalation protocols, designated personnel, including our CISO and VPAA, along with appropriate members of our management and executive team, are responsible for assessing the severity/priority of a cybersecurity incident and associated threat, containing the threat, and remediating the threat, including recovery of data and access to systems, analyzing any reporting obligations associated with the incident, and performing post-incident analysis and program enhancements.

Governance

Our Audit Committee, in connection with the Board of Directors, maintains oversight of our Enterprise Risk Management framework, including oversight over our cybersecurity and information technology policies and programs.

The CISO and VPAA meet with our IT Executive Committee, comprised of all of our executive officers, on at least a quarterly basis to oversee our cybersecurity and IT framework and more frequently in the event of significant cybersecurity developments.

Our management team, including our CISO, updates the Audit Committee and Board of Directors at least twice a year with respect to key developments and updates relating to our cybersecurity and IT infrastructure and the overall threat environment, including recent and emerging trends.

With respect to any significant cybersecurity events or incidents, the VPAA, along with the IT Executive Committee, reports to the Board of Directors promptly in accordance with our escalation protocols, as appropriate, depending on the nature of the events.

Cybersecurity Risks

To date, we have not experienced any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents or threats, that have materially affected the business strategy, results of operations or financial condition of the Company or are reasonably likely to have such a material effect.

However, evolving cybersecurity threats make it increasingly challenging to anticipate, detect, and defend against cybersecurity threats and incidents.

For more information regarding cybersecurity risks, see “[Item 1A.

Risk](#ib2fc48f0ddf244d9844b8de22bde2e36_22) [](#ib2fc48f0ddf244d9844b8de22bde2e36_22)[Factors](#ib2fc48f0ddf244d9844b8de22bde2e36_22).”

| | | | | | |

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

Our geographically diverse portfolio consists of [removed: 49] [added: 93 experiential assets as of December 31, 2023, consisting of 54] gaming [removed: facilities in] [added: properties and 39 other experiential properties across] the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort, three of the most iconic entertainment facilities on the Las Vegas Strip, approximately [removed: 34] [added: 33] 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”](#i0ec8509054d64d8282fb5b2fcc89907c_13)] [added: Properties”](#ib2fc48f0ddf244d9844b8de22bde2e36_16)] for further information pertaining to our properties.

Risk [removed: Factors](#i0ec8509054d64d8282fb5b2fcc89907c_19)”.][added: Factors](#ib2fc48f0ddf244d9844b8de22bde2e36_22)”.]

VICI did not sell any unregistered equity securities during the year ended December 31, [removed: 2022.][added: 2023.]

[added: During the three months ended December 31, 2023,] VICI did not [removed: otherwise] repurchase any equity securities registered pursuant to Section 12 of the Exchange [removed: Act during the three months ended December 31, 2022.][added: Act.]

As of February [removed: 23, 2023,] [added: 22, 2024,] there was one holder of record of limited partnership units of VICI LP.

[removed: 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 [removed: board] [added: Board] of [removed: directors] [added: Directors] deems relevant.

VICI LP did not sell any unregistered equity securities during the year ended December 31, [removed: 2022.][added: 2023.]

During the three months ended December 31, [removed: 2022,] [added: 2023,] VICI LP did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act.

The graph below compares our cumulative total stockholder return for the period from December 31, [removed: 2017] [added: 2018] to December 31, [removed: 2022] [added: 2023] on our common stock with the cumulative total returns of the S&P 500 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 December 31, [removed: 2017] [added: 2018] until December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

| Company / Index | | | | | | [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] | | | | | | [removed: 12/31/22] [added: 12/31/23] | | |

As of February 21, 2024, there were 1,042,679,525 shares of common stock issued and outstanding that were held by 313 stockholders of record.

The number of stockholders of record does not include beneficial owners of shares registered in nominee or street name.

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

| VICI Properties Inc. | | | | | | $ | 100.0 | | | | | $ | 143.2 | | | | | $ | 151.7 | | | | | $ | 187.8 | | | | | $ | 212.3 | | | | | $ | 220.0 | |

| MSCI US REIT Index | | | | | | $ | 100.0 | | | | | $ | 125.9 | | | | | $ | 116.4 | | | | | $ | 166.6 | | | | | $ | 125.8 | | | | | $ | 143.0 | |

| S&P 500 | | | | | | $ | 100.0 | | | | | $ | 131.5 | | | | | $ | 155.6 | | | | | $ | 200.3 | | | | | $ | 164.0 | | | | | $ | 207.0 | |

As of February 21, 2023, there were 1,003,674,749 shares of common stock issued and outstanding that were held by 286 stockholders of record, not including beneficial owners of shares registered in nominee or street name.

During the three months ended December 31, 2022, certain employees surrendered shares of common stock owned by them to VICI to satisfy their statutory minimum federal and state income tax obligations associated with the vesting of shares of restricted common stock 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, 2022:

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

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

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share (1) | | | | | | Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs | | | | | | Maximum Number Of Shares That May Yet Be Purchased Under The Plans Or Programs | | |

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

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

| December 1, 2022 through December 31, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

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

(1) The price paid per share is based on the closing price of our common stock as of the date of the determination of the statutory minimum federal income tax.

| 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 | |

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

See accompanying [Index to the Consolidated Financial [removed: Statements](#i0ec8509054d64d8282fb5b2fcc89907c_103)] [added: Statements](#ib2fc48f0ddf244d9844b8de22bde2e36_106)] on page F-1.

- Exhibits and Financial Statement Schedules of this Form 10-K appear on pages F-2 to F-53.

VICI’s management conducted an assessment of the effectiveness of its internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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 VICI’s internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

Deloitte & Touche LLP, an independent registered public accounting firm, has audited 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 VICI’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

There have been no changes in VICI’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, [removed: 2022,] [added: 2023,] that have materially affected, or are reasonably likely to materially affect, VICI’s internal control over financial reporting.

VICI LP’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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 VICI LP’s internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

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, [removed: 2022.][added: 2023.]

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, [removed: 2022,] [added: 2023,] 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 [removed: May 1, 2023] [added: April 29, 2024] 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 [removed: May 1, 2023] [added: April 29, 2024] 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 [removed: May 1, 2023] [added: April 29, 2024] 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 [removed: May 1, 2023] [added: April 29, 2024] 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 [removed: May 1, 2023] [added: April 29, 2024] with the SEC pursuant to Regulation 14A under the Exchange Act.

See the accompanying [Index to Consolidated Financial Statements and [removed: Schedules](#i0ec8509054d64d8282fb5b2fcc89907c_103)] [added: Schedules](#ib2fc48f0ddf244d9844b8de22bde2e36_106)] on page F-1.

| [3.4](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/exhibit34-viciarbylawsdece.htm) | | | | | | [Amended and Restated Bylaws of VICI Properties Inc. (as amended December 19, 2022).](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/exhibit34-viciarbylawsdece.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 3.4] | | | | | | [added: 2/23/2023] | | | | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192029noteofferingx.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192029noteofferingx.htm)] | | | | | | [4.625% Senior Notes Indenture, dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192029noteofferingx.htm) | | | | | | | | | | | | 8-K | | | | | | 4.2 | | | | | | 11/26/2019 | | | | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2025inde.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2025inde.htm)] | | | | | | [3.500% Senior Notes Indenture, dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2025inde.htm) | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 2/20/2020 | | | | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2027inde.htm)] [added: [4.7](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2027inde.htm)] | | | | | | [3.750% Senior Notes Indenture, dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2027inde.htm) | | | | | | | | | | | | 8-K | | | | | | 4.2 | | | | | | 11/26/2019 | | | | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2030inde.htm)] [added: [4.9](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2030inde.htm)] | | | | | | [4.125% Senior Notes Indenture, dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2030inde.htm) | | | | | | | | | | | | 8-K | | | | | | 4.3 | | | | | | 2/20/2020 | | | | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex41.htm)] [added: [4.11](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 | | | | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.12](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 | | | | | |

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.13](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [Form of Global Note representing the 4.375% Senior Notes [removed: due](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) [](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[2025] [added: due 2025] (included in Exhibit [removed: 4.7).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: 4.12).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.3 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.14](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [Form of Global Note representing the 4.750% Senior Notes [removed: due](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) [](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[2028] [added: due 2028] (included in Exhibit [removed: 4.7).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: 4.12).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.4 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.15](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [Form of Global Note representing the 4.950% Senior Notes [removed: due](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) [](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[2030] [added: due 2030] (included in Exhibit [removed: 4.7).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: 4.12).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.5 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.16](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [Form of Global Note representing the 5.125% Senior Notes [removed: due](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) [](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[2032] [added: due 2032] (included in Exhibit [removed: 4.7).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: 4.12).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.6 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.12](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.17](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [Form of Global Note representing the 5.625% Senior Notes [removed: due](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) [](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[2052] [added: due 2052] (included in Exhibit [removed: 4.7).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: 4.12).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.7 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.13](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex48.htm)] [added: [4.18](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 | | | | | |

| [removed: [4.14](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] [added: [4.19](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 | | | | | |

| [removed: [4.15](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] [added: [4.20](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 | | | | | |

| [removed: [4.16](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] [added: [4.21](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 | | | | | |

| [removed: [4.17](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] [added: [4.22](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 | | | | | |

| [removed: [4.18](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] [added: [4.23](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 | | | | | |

| [removed: [4.19](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex48.htm)] [added: [4.24](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 [removed: 4.13).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex48.htm)] [added: 4.18).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex48.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.14 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.20](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] [added: [4.25](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 [removed: 4.14).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] [added: 4.19).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.15 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.21](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] [added: [4.26](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 [removed: 4.15).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] [added: 4.20).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.16 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.22](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] [added: [4.27](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 [removed: 4.16).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] [added: 4.21).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.17 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.23](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] [added: [4.28](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 [removed: 4.17).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] [added: 4.22).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.18 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.24](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] [added: [4.29](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 [removed: 4.17).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] [added: 4.23).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.19 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.25](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/descriptionofregisteredsec.htm)] [added: [4.42](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/descriptionofregisteredsec.htm)] | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/descriptionofregisteredsec.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/descriptionofregisteredsec.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

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

| [removed: [10.13+](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit103jolietlease-.htm)] [added: [10.14+](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: [10.14](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1014-jolietleas.htm)] [added: [10.15](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: [10.15](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/jolietlease-fourthamendmen.htm)] [added: [10.16](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: [10.16](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm)] [added: [10.17](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 Partnership](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.6 | | | | | | 10/27/2021 | | | | | |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1016-amendmenttojol.htm)] [added: [10.18](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 Partnership](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1016-amendmenttojol.htm) | | | | | | | | | | | | 10-K | | | | | | 10.16 | | | | | | 2/23/2022 | | | | | |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1016-amendedand.htm)] [added: [10.19](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: [10.19](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit104.htm)] [added: [10.20](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: [10.20](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm)] [added: [10.21](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 Lease).](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm) | | | | | | | | | | | | 8-K | | | | | | 10.5 | | | | | | 7/21/2020 | | | | | |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit106.htm)] [added: [10.22](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: [10.22](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex101.htm)] [added: [10.23](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 | | | | | |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/1705696/000170569622000133/compiledfirstamendmenttoar.htm)] [added: [10.24](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 | | | | | |

| [removed: [10.24](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000035/secondamendmenttoarmasterl.htm)] [added: [10.25](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) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 10.24] | | | | | | [added: 2/23/2023] | | | | | |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex102.htm)] [added: [10.26](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 | | | | | |

See the accompanying [Index to Consolidated Financial Statements and Schedules](#ib2fc48f0ddf244d9844b8de22bde2e36_106) on page F-1.

| [4.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit42viciexchangeoffer.htm) | | | | | | [Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit42viciexchangeoffer.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [4.4](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit44viciexchangeoffer.htm) | | | | | | [Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit44viciexchangeoffer.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [4.6](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit46viciexchangeoffer.htm) | | | | | | [Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit46viciexchangeoffer.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [4.8](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit48viciexchangeoffer.htm) | | | | | | [Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit48viciexchangeoffer.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [4.10](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit410viciexchangeoffe.htm) | | | | | | [Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit410viciexchangeoffe.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [4.30](https://www.sec.gov/Archives/edgar/data/789570/000119312516549310/d177305dex41.htm) | | | | | | [Indenture, dated as of April 20, 2016, among MGP Escrow Issuer, LLC and MGP Escrow Co-Issuer, Inc. and U.S. Bank National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/789570/000119312516549310/d177305dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 4/21/2016 | | | | | |

| [4.31](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex41.htm) | | | | | | [Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of April 20, 2016, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 9/27/2021 | | | | | |

| [4.32](https://www.sec.gov/Archives/edgar/data/1656936/000119312520162252/d927045dex41.htm) | | | | | | [Indenture, dated as of June 5, 2020, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors named therein, and U.S. Bank National Association as Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312520162252/d927045dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 6/5/2020 | | | | | |

| [4.33](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex45.htm) | | | | | | [First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of June 5, 2020, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex45.htm) | | | | | | | | | | | | 8-K | | | | | | 4.5 | | | | | | 9/27/2021 | | | | | |

| [4.34](https://www.sec.gov/Archives/edgar/data/1656936/000119312516680168/d51988dex41.htm) | | | | | | [Indenture, dated as of August 12, 2016, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312516680168/d51988dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 8/12/2016 | | | | | |

| [4.35](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex42.htm) | | | | | | [Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of August 12, 2016, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex42.htm) | | | | | | | | | | | | 8-K | | | | | | 4.2 | | | | | | 9/27/2021 | | | | | |

| [4.36](https://www.sec.gov/Archives/edgar/data/1656936/000119312519017149/d697852dex41.htm) | | | | | | [Indenture, dated as of January 25, 2019, among the MGM Growth Propertied Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312519017149/d697852dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 1/25/2019 | | | | | |

| [4.37](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex44.htm) | | | | | | [Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of January 25, 2019, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex44.htm) | | | | | | | | | | | | 8-K | | | | | | 4.4 | | | | | | 9/27/2021 | | | | | |

| [4.38](https://www.sec.gov/Archives/edgar/data/1656936/000119312517290490/d450326dex41.htm) | | | | | | [Indenture, dated as of September 21, 2017, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312517290490/d450326dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 9/21/2017 | | | | | |

| [4.39](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex43.htm) | | | | | | [Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of September 21, 2017, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex43.htm) | | | | | | | | | | | | 8-K | | | | | | 4.3 | | | | | | 9/27/2021 | | | | | |

| [4.40](https://www.sec.gov/Archives/edgar/data/1656936/000119312520299440/d95985dex41.htm) | | | | | | [Indenture, dated as of November 19, 2020, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors named therein, and U.S. Bank National Association as Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312520299440/d95985dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 11/20/2020 | | | | | |

| [4.41](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex46.htm) | | | | | | [First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of November 19, 2020, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex46.htm) | | | | | | | | | | | | 8-K | | | | | | 4.6 | | | | | | 9/27/2021 | | | | | |

| [10.13](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000072/caesarsregionalmasterlease.htm) | | | | | | [Twelfth Amendment to Regional Lease, dated as of April 7, 2023, by and among the entities listed on Schedules A and B thereto](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000072/caesarsregionalmasterlease.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 5/1/2023 | | | | | |

| [10.36](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000113/creditfacilitysecondamendm.htm) | | | | | | [Second Amendment to Credit Agreement dated as of August 4, 2023, 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.](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000113/creditfacilitysecondamendm.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 10/25/2023 | | | | | |

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| [97.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/vici-amendedclawbackpolicy.htm) | | | | | | [VICI Properties Inc. Incentive Compensation Clawback Policy](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/vici-amendedclawbackpolicy.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

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| [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 | | | | | |

| [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 | | | | | |

| [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 | | | | | |

| [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 | | | | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, [removed: the] [added: each] registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| February [removed: 23, 2023] [added: 22, 2024] | | | By: | | | /S/ EDWARD B. PITONIAK | | |

Each of the officers and directors of VICI Properties [removed: Inc.,] [added: Inc. and the officers of VICI Properties L.P.,] whose signature appears below, in so signing, also makes, constitutes and appoints each of Edward B.

| /S/ EDWARD B. PITONIAK | | | | | | Chief Executive Officer and Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Edward B. Pitoniak | | | | | | (Principal Executive [removed: Officer)] [added: Officer of VICI Properties Inc. and VICI Properties L.P.)] | | | | | | | | |

| /S/ DAVID A. KIESKE | | | | | | Chief Financial Officer | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| David A. Kieske | | | | | | (Principal Financial [removed: Officer)] [added: Officer of VICI Properties Inc. and VICI Properties L.P.)] | | | | | | | | |

| /S/ GABRIEL F. WASSERMAN | | | | | | Chief Accounting Officer | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Gabriel F. Wasserman | | | | | | (Principal Accounting [removed: Officer)] [added: Officer of VICI Properties Inc. and VICI Properties L.P.)] | | | | | | | | |

| /S/ JAMES R. ABRAHAMSON | | | | | | Chair of the Board of Directors | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /S/ DIANA F. CANTOR | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /S/ MONICA H. DOUGLAS | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /S/ ELIZABETH I. HOLLAND | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /S/ CRAIG MACNAB | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /S/ MICHAEL D. RUMBOLZ | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| | | | [Reports of Independent Registered Public Accounting [removed: Firm](#i0ec8509054d64d8282fb5b2fcc89907c_106)] [added: Firm](#ib2fc48f0ddf244d9844b8de22bde2e36_109)] (PCAOB ID No. 34) | | | | | | [F - [removed: 2](#i0ec8509054d64d8282fb5b2fcc89907c_106)] [added: 2](#ib2fc48f0ddf244d9844b8de22bde2e36_109)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 202](#i0ec8509054d64d8282fb5b2fcc89907c_109)[2](#i0ec8509054d64d8282fb5b2fcc89907c_109) [and 20](#i0ec8509054d64d8282fb5b2fcc89907c_109)[21](#i0ec8509054d64d8282fb5b2fcc89907c_109)] [added: 2023 and 2022](#ib2fc48f0ddf244d9844b8de22bde2e36_112)] | | | | | | [F [removed: - 10](#i0ec8509054d64d8282fb5b2fcc89907c_109)] [added: -](#ib2fc48f0ddf244d9844b8de22bde2e36_112) [8](#ib2fc48f0ddf244d9844b8de22bde2e36_112)] | | |

| | | | Year Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | | | | | | |

| | | | | | | [Consolidated Statements of Operations and Comprehensive [removed: Income](#i0ec8509054d64d8282fb5b2fcc89907c_112)] [added: Income](#ib2fc48f0ddf244d9844b8de22bde2e36_115)] | | | [F - [removed: 11](#i0ec8509054d64d8282fb5b2fcc89907c_112)] [added: 9](#ib2fc48f0ddf244d9844b8de22bde2e36_115)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ [removed: Equity](#i0ec8509054d64d8282fb5b2fcc89907c_115)] [added: Equity](#ib2fc48f0ddf244d9844b8de22bde2e36_118)] | | | [F - [removed: 12](#i0ec8509054d64d8282fb5b2fcc89907c_115)] [added: 10](#ib2fc48f0ddf244d9844b8de22bde2e36_118)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i0ec8509054d64d8282fb5b2fcc89907c_118)] [added: Flows](#ib2fc48f0ddf244d9844b8de22bde2e36_121)] | | | [F - [removed: 13](#i0ec8509054d64d8282fb5b2fcc89907c_118)] [added: 11](#ib2fc48f0ddf244d9844b8de22bde2e36_121)] | | |

| | | | | | | [Consolidated Statements of Operations and Comprehensive [removed: Income](#i0ec8509054d64d8282fb5b2fcc89907c_1528)] [added: Income](#ib2fc48f0ddf244d9844b8de22bde2e36_130)] | | | [F - [removed: 16](#i0ec8509054d64d8282fb5b2fcc89907c_1528)] [added: 14](#ib2fc48f0ddf244d9844b8de22bde2e36_130)] | | |

| | | | | | | [Consolidated Statements of Partners' [removed: Capital](#i0ec8509054d64d8282fb5b2fcc89907c_1541)] [added: Capital](#ib2fc48f0ddf244d9844b8de22bde2e36_133)] | | | [F - [removed: 17](#i0ec8509054d64d8282fb5b2fcc89907c_1541)] [added: 15](#ib2fc48f0ddf244d9844b8de22bde2e36_133)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i0ec8509054d64d8282fb5b2fcc89907c_1535)] [added: Flows](#ib2fc48f0ddf244d9844b8de22bde2e36_136)] | | | [F - [removed: 18](#i0ec8509054d64d8282fb5b2fcc89907c_1535)] [added: 16](#ib2fc48f0ddf244d9844b8de22bde2e36_136)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i0ec8509054d64d8282fb5b2fcc89907c_121)] [added: Statements](#ib2fc48f0ddf244d9844b8de22bde2e36_139)] | | | | | | [F - [removed: 20](#i0ec8509054d64d8282fb5b2fcc89907c_121)] [added: 18](#ib2fc48f0ddf244d9844b8de22bde2e36_139)] | | |

We have audited the accompanying consolidated balance sheets of VICI Properties Inc. and subsidiaries (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes (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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 23, 2023,] [added: 22, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

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

The communication of critical audit 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: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

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

The Company applies Accounting Standard Codification Topic 326 - *Financial Instruments-Credit Losses* to measure and record current expected credit losses (“CECL”) using a discounted cash flow model for its sales-type [removed: leases,] [added: leases and] lease financing [removed: receivables and loans.][added: receivables.]

This model requires the Company to develop cash flows which are used to project estimated credit losses over the life of the sales-type [removed: lease,] lease [added: and lease] financing [removed: receivable or loan] [added: receivable,] and discount these cash flows at the asset’s effective interest rate.

Expected losses within the Company’s cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of its tenants [removed: or borrowers] and their parent guarantors over the life of each sales-type [removed: lease,] lease [added: and lease] financing receivable [removed: or loan] by using a model from an independent third-party provider.

The PD and LGD are estimated during a reasonable and supportable period which is developed by using the current financial condition of the tenants [removed: or borrowers] and their parent guarantors and applying it to a projection of economic conditions over a two-year term.

The PD and LGD are also estimated for a long-term period by using the average historical default rates and historical loss rates of public companies that have similar credit profiles or characteristics to the Company’s tenants [removed: or borrowers] and their parent guarantors.

[removed: inputs to the Company’s forecasting] methods include the tenants’ short-term and long-term PD and LGD based on the tenant’s [removed: or borrower’s] and their parent guarantor’s credit profile [removed: as well as the cash flows from each] [added: related to] sales-type [removed: lease,] [added: leases and] lease financing [removed: receivable or loan.][added: receivables.]

Given the significant amount of judgment required by management to estimate the [removed: allowance for credit losses,] [added: short-term and long-term PD and LGD,] performing audit procedures to evaluate the reasonableness of the estimated allowance for credit losses on [removed: the Company’s portfolio of] [added: certain] sales-type [removed: leases,] [added: leases and] lease financing receivables [removed: and loans] required a high degree of auditor judgment and increased effort, including the need to involve our credit specialists.

Our audit procedures related to the allowance for credit losses for the Company’s sales-type [removed: leases,] [added: leases and] lease financing receivables [removed: and loans] included the following, among others:

| February 22, 2024 | | | By: | | | /S/ EDWARD B. PITONIAK | | |

| | | | | | | Edward B. Pitoniak | | |

| | | | | | | Chief Executive Officer | | |

| | | | [Consolidated Balance Sheets as of December 31, 2023 and 2022](#ib2fc48f0ddf244d9844b8de22bde2e36_127) | | | | | | [F - 13](#ib2fc48f0ddf244d9844b8de22bde2e36_127) | | |

| | | | Year Ended December 31, 2023, 2022 and 2021 | | | | | | | | |

Significant inputs to the Company’s forecasting methods

February 22, 2024

February 22, 2024

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Audit Committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The PD and LGD are estimated during a reasonable and supportable period which is developed by using the current financial condition of the tenants and their parent guarantors and applying it to a projection of economic conditions over a two-year term.

Significant inputs to the Partnership’s forecasting

- We tested the inputs used to determine the short-term and long-term PD of the tenants and their parent guarantors by agreeing the respective credit rating and equity value of each entity to independent data.

February 22, 2024

February 22, 2024

| Investments in loans and securities, net | | | 1,144,177 | | | | | | 685,793 | | |

| Other gains | | | 4,456 | | | | | | — | | | | | | — | | |

| Benefit from (provision for) income taxes | | | 6,141 | | | | | | (2,876) | | | | | | (2,887) | | |

| Foreign currency translation adjustments, net | | | 1,952 | | | | | | — | | | | | | — | | |

| Net income | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 2,513,540 | | | | | | 2,513,540 | | | | | | 41,082 | | | | | | 2,554,622 | | |

| Issuance of common stock, net | | | 791 | | | | | | | | | | | | 2,478,929 | | | | | | — | | | | | | — | | | | | | 2,479,720 | | | | | | — | | | | | | 2,479,720 | | |

| Issuance of partnership units | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,390 | | | | | | 24,390 | | |

| Reallocation of equity | | | — | | | | | | | | | | | | (8,993) | | | | | | — | | | | | | — | | | | | | (8,993) | | | | | | 8,993 | | | | | | — | | |

| Dividends and distributions declared ($1.610 per common share) | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (1,640,932) | | | | | | (1,640,932) | | | | | | (28,858) | | | | | | (1,669,790) | | |

| Reclassification of derivative gain to Interest expense | | | — | | | | | | | | | | | | — | | | | | | (23,860) | | | | | | — | | | | | | (23,860) | | | | | | (288) | | | | | | (24,148) | | |

| Unrealized gain on cash flow hedges | | | — | | | | | | | | | | | | — | | | | | | (9,551) | | | | | | — | | | | | | (9,551) | | | | | | (104) | | | | | | (9,655) | | |

| Foreign currency translation adjustments | | | — | | | | | | | | | | | | — | | | | | | 1,928 | | | | | | — | | | | | | 1,928 | | | | | | 24 | | | | | | 1,952 | | |

| Balance as of December 31, 2023 | | | $ | 10,427 | | | | | | | | | | | $ | 24,125,872 | | | | | $ | 153,870 | | | | | $ | 965,762 | | | | | $ | 25,255,931 | | | | | $ | 401,843 | | | | | $ | 25,657,774 | |

| Net income | | | $ | 2,554,622 | | | | | $ | 1,136,267 | | | | | $ | 1,023,158 | |

| Depreciation | | | 4,298 | | | | | | 3,182 | | | | | | 3,091 | | |

| Other gains | | | (4,456) | | | | | | — | | | | | | — | | |

| Deferred income taxes | | | (10,426) | | | | | | — | | | | | | — | | |

| Net cash paid in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition | | | (1,266,905) | | | | | | — | | | | | | — | | |

| Effect of exchange rate changes on cash, cash equivalents and restricted cash | | | (63) | | | | | | — | | | | | | — | | |

| Issuance of stock based compensation subject to repurchase for tax withholding | | | 11,443 | | | | | | — | | | | | | — | | |

| Investments in leases - financing receivables, net | | | 18,211,102 | | | | | | 16,740,770 | | |

| Investment in unconsolidated affiliate | | | — | | | | | | 1,460,775 | | |

| Land | | | 150,727 | | | | | | 153,560 | | |

| Cash and cash equivalents | | | 471,584 | | | | | | 142,600 | | |

| Debt, net | | | $ | 16,724,125 | | | | | $ | 13,739,675 | |

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

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

| | | | [C](#i0ec8509054d64d8282fb5b2fcc89907c_1522)[onsolidated Balance Sheets as of December 31, 2022 and 2021](#i0ec8509054d64d8282fb5b2fcc89907c_1522) | | | | | | [F - 15](#i0ec8509054d64d8282fb5b2fcc89907c_1522) | | |

Significant

*How the Critical Audit Matter Was Addressed in the Audit*

MGP Acquisition — Refer to Note 3 to the financial statements

The acquisition of MGP was accounted for as an asset acquisition under Accounting Standard Codification Topic 805 - *Business Combinations*, and accordingly, the purchase price was allocated to components based on the relative fair values of the assets acquired and liabilities assumed.

These components primarily include investment in leases – financing receivables, investment in unconsolidated affiliate, cash and cash equivalents, other assets, accrued expenses and deferred revenue, other liabilities, and debt.

To estimate the fair value of the real estate assets acquired, which are included in investment in leases – financing receivables and investment in unconsolidated affiliate, the Company considered a variety of factors including (i) asset quality and location, (ii) property operating performance and (iii) supply and demand dynamics of each property’s respective market.

Our audit procedures related to the MGP Acquisition included the following, among others:

- We tested the effectiveness of controls over the allocation of the purchase price of assets acquired and liabilities assumed, including controls over management's evaluation of inputs and assumptions used in the valuation estimates.

- We obtained and evaluated the third-party valuation report and management’s valuation, along with relevant supporting documentation, such as the executed purchase and sale agreement.

- With the assistance of our fair value specialists, we evaluated the valuation methodology by:

◦Assessing the reasonableness of the valuation methodology and significant assumptions used by management and their external valuation specialist, including comparing the key inputs to external market sources.

◦Assessing the impact of asset quality and location by comparing the multiples to observable market transactions of similar real estate assets.

◦Assessing the impact of supply and demand dynamics by evaluating gaming competition in certain markets.

◦Tracing property operating performance to executed lease agreements and operational data.

◦Testing the mathematical calculation of the valuation schedules.

February 23, 2023

Given the significant amount of judgment required by management to estimate the allowance for credit losses, performing audit procedures to evaluate the reasonableness of the estimated allowance for credit losses on the Partnership’s portfolio of sales-type leases, lease financing receivables and loans required a high degree of auditor judgment and increased effort, including the need to involve our credit specialists.

As described in Note 3 to the consolidated financial statements, on April 29, 2022, the Partnership acquired MGM Growth Properties LLC (“MGP”) for total consideration of $11.6 billion, plus the assumption of approximately $5.7 billion principal amount of debt, inclusive of the 50.1% share of the MGM Grand/Mandalay Bay JV CMBS debt.

To estimate the fair value of the real estate assets acquired, which are included in investment in leases – financing receivables and investment in unconsolidated affiliate, the Partnership considered a variety of factors including (i) asset quality and location, (ii) property operating performance and (iii) supply and demand dynamics of each property’s respective market.

_______________________________________________________

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

| Gain upon lease modification | | | — | | | | | | — | | | | | | 333,352 | | |

| Income tax expense | | | (2,876) | | | | | | (2,887) | | | | | | (831) | | |

| Balance as of December 31, 2019 | | | $ | 4,610 | | | | | | | | | | | $ | 7,817,582 | | | | | $ | (65,078) | | | | | $ | 208,069 | | | | | $ | 7,965,183 | | | | | $ | 83,806 | | | | | $ | 8,048,989 | |

| Cumulative effect of adoption of ASC 326 | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (307,114) | | | | | | (307,114) | | | | | | (2,248) | | | | | | (309,362) | | |

| Net income | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 891,674 | | | | | | 891,674 | | | | | | 4,534 | | | | | | 896,208 | | |

| Issuance of common stock, net | | | 755 | | | | | | | | | | | | 1,538,778 | | | | | | — | | | | | | — | | | | | | 1,539,533 | | | | | | — | | | | | | 1,539,533 | | |

| Dividends and distributions declared ($1.255 per common share) | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (653,175) | | | | | | (653,175) | | | | | | (8,186) | | | | | | (661,361) | | |

| Gain upon lease modification | | | — | | | | | | — | | | | | | (333,352) | | |

| Proceeds from February 2020 Senior Unsecured Notes | | | — | | | | | | — | | | | | | 2,500,000 | | |

| Redemption of Second Lien Notes | | | — | | | | | | — | | | | | | (537,538) | | |

| CPLV CMBS Debt prepayment penalty reimbursement | | | — | | | | | | — | | | | | | 55,401 | | |

| Cash, cash equivalents and restricted cash, end of period | | | $ | 208,933 | | | | | $ | 739,614 | | | | | $ | 315,993 | |

| Transfer of Investments in leases - operating to Investments in leases - sales-type and direct financing due to modification of the Caesars Lease Agreements in connection with the Caesars Transaction | | | — | | | | | | — | | | | | | 1,023,179 | | |