Item 16. Form 10-K Summary

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Item 16. Form 10-K Summary

None.

SIGNATURES

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


VICI PROPERTIES INC.

February 22, 2024	By:	/S/ EDWARD B. PITONIAK
		Edward B. Pitoniak
		Chief Executive Officer and Director


VICI PROPERTIES L.P.

February 22, 2024	By:	/S/ EDWARD B. PITONIAK
		Edward B. Pitoniak
		Chief Executive Officer

POWER OF ATTORNEY

Each of the officers and directors of VICI Properties 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. Pitoniak, David A. Kieske and Gabriel F. Wasserman, and each of them, his or her true and lawful attorneys-in-fact, with full power and substitution, for him or her in any and all capacities, to execute and cause to be filed with the SEC any and all amendments to this Annual Report on Form 10-K, with exhibits thereto and all other documents connected therewith and to perform any acts necessary to be done in order to file such documents, and hereby ratifies and confirms all that said attorneys-in-fact or their substitute or substitutes may do or cause to done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/S/ EDWARD B. PITONIAK	Chief Executive Officer and Director	February 22, 2024
Edward B. Pitoniak	(Principal Executive Officer of VICI Properties Inc. and VICI Properties L.P.)

/S/ DAVID A. KIESKE	Chief Financial Officer	February 22, 2024
David A. Kieske	(Principal Financial Officer of VICI Properties Inc. and VICI Properties L.P.)

/S/ GABRIEL F. WASSERMAN	Chief Accounting Officer	February 22, 2024
Gabriel F. Wasserman	(Principal Accounting Officer of VICI Properties Inc. and VICI Properties L.P.)

/S/ JAMES R. ABRAHAMSON	Chair of the Board of Directors	February 22, 2024
James R. Abrahamson

/S/ DIANA F. CANTOR	Director	February 22, 2024
Diana F. Cantor

/S/ MONICA H. DOUGLAS	Director	February 22, 2024
Monica H. Douglas

/S/ ELIZABETH I. HOLLAND	Director	February 22, 2024
Elizabeth I. Holland

/S/ CRAIG MACNAB	Director	February 22, 2024
Craig Macnab

/S/ MICHAEL D. RUMBOLZ	Director	February 22, 2024
Michael D. Rumbolz


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

	Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34)		F - 2
Financial Statements of VICI Properties Inc.
	Consolidated Balance Sheets as of December 31, 2023 and 2022		F - 8
	Year Ended December 31, 2023, 2022 and 2021
		Consolidated Statements of Operations and Comprehensive Income	F - 9
		Consolidated Statements of Stockholders’ Equity	F - 10
		Consolidated Statements of Cash Flows	F - 11

Financial Statements of VICI Properties L.P.
	Consolidated Balance Sheets as of December 31, 2023 and 2022		F - 13
	Year Ended December 31, 2023, 2022 and 2021
		Consolidated Statements of Operations and Comprehensive Income	F - 14
		Consolidated Statements of Partners' Capital	F - 15
		Consolidated Statements of Cash Flows	F - 16

	Notes to Consolidated Financial Statements		F - 18

F - 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of VICI Properties Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of VICI Properties Inc. and subsidiaries (the "Company") as of December 31, 2023 and 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, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 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 22, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

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.

Allowance for Credit Losses — Refer to Notes 2 and 5 to the financial statements

Critical Audit Matter Description

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 leases and lease financing 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 lease and lease financing 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 and their parent guarantors over the life of each sales-type lease and lease financing receivable 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 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 and their parent guarantors. Significant inputs to the Company’s forecasting methods

F - 2

include the tenants’ short-term and long-term PD and LGD based on the tenant’s and their parent guarantor’s credit profile related to sales-type leases and lease financing receivables.

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

How the Critical Audit Matter Was Addressed in the Audit

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

We tested the effectiveness of controls over the allowance for credit losses, including management’s controls over the data used in the model.
With the assistance of our credit specialists, we evaluated the reasonableness of the model’s methodology, which includes PD and LGD assumptions.
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.
We reconciled the cash flow inputs used in the CECL model by agreeing them to the respective contractual agreements.

/s/ Deloitte & Touche LLP

New York, New York

February 22, 2024

We have served as the Company's auditor since 2016.

F - 3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of VICI Properties Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of VICI Properties Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 22, 2024, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

New York, New York

February 22, 2024

F - 4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of VICI Properties L.P. and the Board of Directors of VICI Properties Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of VICI Properties L.P. and subsidiaries (the "Partnership") as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, partners' capital, and cash flows, for each of the three years in the period ended December 31, 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 Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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 Partnership's internal control over financial reporting as of December 31, 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 22, 2024, expressed an unqualified opinion on the Partnership's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Critical Audit Matter

Allowance for Credit Losses — Refer to Notes 2 and 5 to the financial statements

Critical Audit Matter Description

The Partnership 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 leases and lease financing receivables. This model requires the Partnership to develop cash flows which are used to project estimated credit losses over the life of the sales-type lease and lease financing receivable, and discount these cash flows at the asset’s effective interest rate.

Expected losses within the Partnership’s cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of its tenants and their parent guarantors over the life of each sales-type lease and lease financing receivable 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 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 Partnership’s tenants and their parent guarantors. Significant inputs to the Partnership’s forecasting

F - 5

methods include the tenants’ short-term and long-term PD and LGD based on the tenant’s and their parent guarantor’s credit profile related to sales-type leases and lease financing receivables.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the allowance for credit losses for the Partnership’s sales-type leases and lease financing receivables included the following, among others:

We tested the effectiveness of controls over the allowance for credit losses, including management’s controls over the data used in the model.
With the assistance of our credit specialists, we evaluated the reasonableness of the model’s methodology, which includes PD and LGD assumptions.
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.
We reconciled the cash flow inputs used in the CECL model by agreeing them to the respective contractual agreements.

/s/ Deloitte & Touche LLP

New York, New York

February 22, 2024

We have served as the Partnership's auditor since 2022.

F - 6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of VICI Properties L.P. and the Board of Directors of VICI Properties Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of VICI Properties L.P. and subsidiaries (the “Partnership”) as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Partnership and our report dated February 22, 2024, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and Limitations of Internal Control over Financial Reporting

/s/ Deloitte & Touche LLP

New York, New York

February 22, 2024

F - 7

VICI PROPERTIES INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	December 31, 2023		December 31, 2022
Assets
Real estate portfolio:
Investments in leases - sales-type, net	$	23,015,931	$	17,172,325
Investments in leases - financing receivables, net	18,211,102		16,740,770
Investments in loans and securities, net	1,144,177		685,793
Investment in unconsolidated affiliate	—		1,460,775
Land	150,727		153,560
Cash and cash equivalents	522,574		208,933

Short-term investments	—		217,342
Other assets	1,015,330		936,328
Total assets	$	44,059,841	$	37,575,826

Liabilities
Debt, net	$	16,724,125	$	13,739,675
Accrued expenses and deferred revenue	227,241		213,388



Dividends and distributions payable	437,599		380,178
Other liabilities	1,013,102		952,472
Total liabilities	18,402,067		15,285,713

Commitments and contingent liabilities (Note 10)

Stockholders’ equity
Common stock, $0.01 par value, 1,350,000,000 shares authorized and 1,042,702,763 and 963,096,563 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively	10,427		9,631
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at December 31, 2023 and 2022	—		—
Additional paid-in capital	24,125,872		21,645,499
Accumulated other comprehensive income	153,870		185,353
Retained earnings	965,762		93,154
Total VICI stockholders’ equity	25,255,931		21,933,637
Non-controlling interests	401,843		356,476
Total stockholders’ equity	25,657,774		22,290,113
Total liabilities and stockholders’ equity	$	44,059,841	$	37,575,826

Note: As of December 31, 2023 and December 31, 2022, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $701.1 million, $703.6 million, $29.8 million and $18.7 million, respectively, and $570.4 million, $726.7 million, $6.9 million, and $19.8 million, respectively, of Allowance for credit losses. Refer to Note 5 - Allowance for Credit Losses for further details.

See accompanying Notes to Consolidated Financial Statements.

F - 8

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except share and per share data)


	Year Ended December 31,
	2023		2022		2021
Revenues
Income from sales-type leases	$	1,980,178	$	1,464,245	$	1,167,972

Income from lease financing receivables, loans and securities	1,519,516		1,041,229		283,242
Other income	73,326		59,629		27,808
Golf revenues	38,968		35,594		30,546
Total revenues	3,611,988		2,600,697		1,509,568

Operating expenses
General and administrative	59,603		48,340		33,122
Depreciation	4,298		3,182		3,091
Other expenses	73,326		59,629		27,808
Golf expenses	27,089		22,602		20,762
Change in allowance for credit losses	102,824		834,494		(19,554)
Transaction and acquisition expenses	8,017		22,653		10,402
Total operating expenses	275,157		990,900		75,631

Income from unconsolidated affiliate	1,280		59,769		—
Interest expense	(818,056)		(539,953)		(392,390)
Interest income	23,970		9,530		120
Loss from extinguishment of debt	—		—		(15,622)
Other gains	4,456		—		—
Income before income taxes	2,548,481		1,139,143		1,026,045
Benefit from (provision for) income taxes	6,141		(2,876)		(2,887)
Net income	2,554,622		1,136,267		1,023,158
Less: Net income attributable to non-controlling interests	(41,082)		(18,632)		(9,307)
Net income attributable to common stockholders	$	2,513,540	$	1,117,635	$	1,013,851

Net income per common share
Basic	$	2.48	$	1.27	$	1.80
Diluted	$	2.47	$	1.27	$	1.76

Weighted average number of shares of common stock outstanding
Basic	1,014,513,195		877,508,388		564,467,362
Diluted	1,015,776,697		879,675,845		577,066,292

Other comprehensive income
Net income	$	2,554,622	$	1,136,267	$	1,023,158
Reclassification of derivative (gain) loss to Interest expense	(24,148)		(16,233)		64,239
Unrealized (loss) gain on cash flow hedges	(9,655)		200,550		29,166
Foreign currency translation adjustments, net	1,952		—		—
Comprehensive income	2,522,771		1,320,584		1,116,563
Comprehensive income attributable to non-controlling interests	(40,714)		(18,428)		(9,307)
Comprehensive income attributable to common stockholders	$	2,482,057	$	1,302,156	$	1,107,256

See accompanying Notes to Consolidated Financial Statements.

F - 9

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except per share data)


	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total VICI Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity
Balance as of December 31, 2020	$	5,367	$	9,363,539	$	(92,521)	$	139,454	$	9,415,839	$	77,906	$	9,493,745
Net income	—		—		—		1,013,851		1,013,851		9,307		1,023,158
Issuance of common stock, net	919		2,383,896		—		—		2,384,815		—		2,384,815
Dividends and distributions declared ($1.380 per common share)	—		—		—		(807,279)		(807,279)		(8,307)		(815,586)
Stock-based compensation, net of forfeitures	3		7,634		—		—		7,637		—		7,637
Reclassification of derivative loss to Interest expense	—		—		64,239		—		64,239		—		64,239
Unrealized loss on cash flow hedges	—		—		29,166		—		29,166		—		29,166
Balance as of December 31, 2021	6,289		11,755,069		884		346,026		12,108,268		78,906		12,187,174
Net income	—		—		—		1,117,635		1,117,635		18,632		1,136,267
Issuance of common stock, net	3,337		9,786,991		—		—		9,790,328		—		9,790,328
Issuance of VICI OP Units	—		—		—		—		—		374,769		374,769
Reallocation of equity	—		93,338		(52)		—		93,286		(93,286)		—
Dividends and distributions declared ($1.500 per common share)	—		—		—		(1,370,507)		(1,370,507)		(22,472)		(1,392,979)
Stock-based compensation, net of forfeitures	5		10,101		—		—		10,106		131		10,237
Reclassification of derivative loss to Interest expense	—		—		(16,029)		—		(16,029)		(204)		(16,233)
Unrealized loss on cash flow hedges	—		—		200,550		—		200,550		—		200,550
Balance as of December 31, 2022	9,631		21,645,499		185,353		93,154		21,933,637		356,476		22,290,113
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)
Stock-based compensation, net of forfeitures	5		10,437		—		—		10,442		128		10,570
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

See accompanying Notes to Consolidated Financial Statements.

F - 10

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Year Ended December 31,
	2023		2022		2021
Cash flows from operating activities
Net income	$	2,554,622	$	1,136,267	$	1,023,158
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(515,488)		(337,631)		(119,969)
Stock-based compensation	15,536		12,986		9,371
Non-cash transaction costs	—		8,816		—
Depreciation	4,298		3,182		3,091
Other gains	(4,456)		—		—
Amortization of debt issuance costs and original issue discount	46,123		32,363		71,452
Change in allowance for credit losses	102,824		834,494		(19,554)
Income from unconsolidated affiliate	(1,280)		(59,769)		—
Distributions from unconsolidated affiliate	3,273		64,808		—
Net proceeds from settlement of derivatives	—		201,434		—
Loss on extinguishment of debt	—		—		15,622
Deferred income taxes	(10,426)		—		—
Change in operating assets and liabilities:
Other assets	5,124		(5,673)		830
Accrued expenses and deferred revenue	(11,645)		52,261		(88,127)
Other liabilities	(7,496)		(142)		476
Net cash provided by operating activities	2,181,009		1,943,396		896,350

Cash flows from investing activities
Net cash paid in connection with MGP Transactions	—		(4,574,536)		—
Net cash paid in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition	(1,266,905)		—		—
Investments in leases - sales-type	(241,139)		(4,017,851)		—
Investments in leases - financing receivables	(1,131,996)		(296,668)		(6,000)
Investments in loans and securities	(959,135)		(193,733)		(33,614)
Principal repayments of lease financing receivables	—		—		543
Principal repayments of loans and receipts of deferred fees	482,006		5,696		70,448
Capitalized transaction costs	(1,468)		(7,704)		(20,697)
Investments in short-term investments	—		(306,532)		—
Maturities of short-term investments	217,342		89,190		19,973
Proceeds from sale of real estate	6,235		—		13,301
Acquisition of property and equipment	(4,035)		(1,876)		(2,505)
Net cash (used in) provided by investing activities	(2,899,095)		(9,304,014)		41,449

F - 11

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Year Ended December 31,
	2023		2022		2021
Cash flows from financing activities
Proceeds from offering of common stock, net	2,480,105		3,219,101		2,385,779
Proceeds from April 2022 Notes offering	—		5,000,000		—
Proceeds from Revolving Credit Facility	419,148		600,000		—
Repayment of Revolving Credit Facility	(250,000)		(600,000)		—
Repayment of Term Loan B Facility	—		—		(2,100,000)
Repurchase of stock for tax withholding	(4,966)		(6,156)		(1,734)
Debt issuance costs	(105)		(146,189)		(31,126)
Distributions to non-controlling interests	(28,552)		(17,702)		(8,307)
Dividends paid	(1,583,840)		(1,219,117)		(758,790)
Net cash provided by (used in) financing activities	1,031,790		6,829,937		(514,178)

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

Net increase (decrease) in cash, cash equivalents and restricted cash	313,641		(530,681)		423,621
Cash, cash equivalents and restricted cash, beginning of period	208,933		739,614		315,993
Cash, cash equivalents and restricted cash, end of period	$	522,574	$	208,933	$	739,614

Supplemental cash flow information:
Cash paid for interest	$	762,610	$	466,806	$	323,219
Cash paid for income taxes	4,915		3,024		1,790
Supplemental non-cash investing and financing activity:
Dividends and distributions declared, not paid	$	439,486	$	380,379	$	226,419
Issuance of stock based compensation subject to repurchase for tax withholding	11,443		—		—
Deferred transaction costs payable	2,311		2,526		3,877
Debt issuance costs payable	45		—		43,005

Non-cash change in Investments in leases - financing receivables	276,929		189,123		21,139
Obtaining right-of-use assets in exchange for lease liabilities	82,099		541,676		—

See accompanying Notes to Consolidated Financial Statements.

F - 12

VICI PROPERTIES L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands, except unit and per unit data)


	December 31, 2023		December 31, 2022
Assets
Real estate portfolio:
Investments in leases - sales-type, net	$	23,015,931	$	17,172,325
Investments in leases - financing receivables, net	18,211,102		16,740,770
Investments in loans, net	1,144,177		685,793
Investment in unconsolidated affiliate	—		1,460,775
Land	150,727		153,560
Cash and cash equivalents	471,584		142,600

Short-term investments	—		217,342
Other assets	936,528		856,605
Total assets	$	43,930,049	$	37,429,770

Liabilities
Debt, net	$	16,724,125	$	13,739,675
Accrued expenses and deferred revenue	222,333		206,643



Distributions payable	437,599		380,581
Other liabilities	998,363		937,655
Total liabilities	18,382,420		15,264,554

Commitments and contingent liabilities (Note 10)

Partners’ capital
Partners’ capital, 1,054,934,136 and 975,327,936 operating partnership units issued and outstanding at December 31, 2023 and December 31, 2022, respectively	25,288,647		21,900,511
Accumulated other comprehensive income	153,350		185,201
Total VICI LP’s capital	25,441,997		22,085,712
Non-controlling interest	105,632		79,504
Total capital attributable to partners	25,547,629		22,165,216
Total liabilities and partners’ capital	$	43,930,049	$	37,429,770

See accompanying Notes to Consolidated Financial Statements.

F - 13

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except unit and per unit data)


	Year Ended December 31,
	2023		2022		2021
Revenues
Income from sales-type leases	$	1,980,178	$	1,464,245	$	1,167,972

Income from lease financing receivables, loans and securities	1,519,516		1,041,229		283,242
Other income	73,326		59,629		27,808
Total revenues	3,573,020		2,565,103		1,479,022

Operating expenses
General and administrative	59,570		48,332		33,122
Depreciation	558		121		121
Other expenses	73,326		59,629		27,808
Change in allowance for credit losses	102,824		834,494		(19,554)
Transaction and acquisition expenses	8,017		22,653		10,402
Total operating expenses	244,295		965,229		51,899

Income from unconsolidated affiliate	1,280		59,769		—
Interest expense	(818,056)		(539,953)		(392,390)
Interest income	21,444		8,481		103
Loss from extinguishment of debt	—		—		(15,622)
Other gains	4,456		—		—

Income before income taxes	2,537,849		1,128,171		1,019,214
Benefit from (provision for) income taxes	8,121		(573)		(1,373)
Net income	2,545,970		1,127,598		1,017,841
Less: Net income attributable to non-controlling interests	(10,904)		(9,127)		(9,307)
Net income attributable to partners	$	2,535,066	$	1,118,471	$	1,008,534

Net income per Partnership unit
Basic	$	2.47	$	1.26	$	1.79
Diluted	$	2.47	$	1.26	$	1.75

Weighted average number of Partnership units outstanding
Basic	1,026,744,568		885,785,509		564,467,362
Diluted	1,028,008,070		887,952,966		577,066,292

Other comprehensive income
Net income attributable to partners	$	2,535,066	$	1,118,471	$	1,008,534
Reclassification of derivative (gain) loss to Interest expense	(24,148)		(16,233)		64,239
Unrealized (loss) gain on cash flow hedges	(9,655)		200,550		29,166
Foreign currency translation adjustments, net	1,952		—		—
Comprehensive income attributable to partners	$	2,503,215	$	1,302,788	$	1,101,939

See accompanying Notes to Consolidated Financial Statements.

F - 14

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(In thousands)


	Partners’ Capital		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total
Balance as of December 31, 2020	$	9,417,794	$	(92,521)	$	77,906	$	9,403,179
Net income	1,008,534		—		9,307		1,017,841
Contributions from Parent	2,405,602		—		—		2,405,602
Distributions to Parent	(830,498)		—		—		(830,498)
Distributions to non-controlling interest	—		—		(8,307)		(8,307)
Stock-based compensation, net of forfeitures	9,266		—		—		9,266
Reclassification of derivative loss to Interest expense	—		64,239		—		64,239
Unrealized gain on cash flow hedges	—		29,166		—		29,166
Balance as of December 31, 2021	12,010,698		884		78,906		12,090,488
Net income	1,118,471		—		9,127		1,127,598
Contributions from Parent	10,178,426		—		—		10,178,426
Distributions to Parent	(1,419,825)		—		—		(1,419,825)
Distributions to non-controlling interest	—		—		(8,529)		(8,529)
Stock-based compensation, net of forfeitures	12,741		—		—		12,741
Reclassification of derivative loss to Interest expense	—		(16,233)		—		(16,233)
Unrealized gain on cash flow hedges	—		200,550		—		200,550
Balance as of December 31, 2022	21,900,511		185,201		79,504		22,165,216
Net income	2,535,066		—		10,904		2,545,970
Contributions from Parent	2,516,109		—		—		2,516,109
Distributions to Parent	(1,673,609)		—		—		(1,673,609)
Issuance of partnership units	—		—		24,390		24,390
Distributions to non-controlling interest	—		—		(9,166)		(9,166)
Stock-based compensation, net of forfeitures	10,570		—		—		10,570
Reclassification of derivative gain to Interest expense	—		(24,148)		—		(24,148)
Unrealized gain on cash flow hedges	—		(9,655)		—		(9,655)
Foreign currency translation adjustments	—		1,952		—		1,952
Balance as of December 31, 2023	$	25,288,647	$	153,350	$	105,632	$	25,547,629

See accompanying Notes to Consolidated Financial Statements.

F - 15

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Year Ended December 31,
	2023		2022		2021
Cash flows from operating activities
Net income	$	2,545,970	$	1,127,598	$	1,017,841
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(515,488)		(337,631)		(119,969)
Stock-based compensation	15,536		12,683		9,266
Depreciation	558		121		121
Other gains	(4,456)		—		—
Amortization of debt issuance costs and original issue discount	46,123		32,363		71,452
Change in allowance for credit losses	102,824		834,494		(19,554)
Income from unconsolidated affiliate	(1,280)		(59,769)		—
Distributions from unconsolidated affiliate	3,273		64,808		—
Net proceeds from settlement of derivatives	—		201,434		—
Loss on extinguishment of debt	—		—		15,622
Deferred income taxes	(10,569)		—		—
Change in operating assets and liabilities:
Other assets	5,469		(2,717)		2,143
Accrued expenses and deferred revenue	(12,323)		46,837		(91,026)
Other liabilities	(7,274)		(392)		308
Net cash provided by operating activities	2,168,363		1,919,829		886,204

Cash flows from investing activities
Net cash paid in connection with MGP Transactions	—		(4,574,536)		—
Net cash paid in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition	(1,266,905)		—		—
Investments in leases - sales-type	(241,139)		(4,017,851)		—
Investments in leases - financing receivables	(1,131,996)		(296,668)		(6,000)
Investments in loans and securities	(959,135)		(193,733)		(33,614)
Principal repayments of lease financing receivables	—		—		543
Principal repayments of loans and receipts of deferred fees	482,006		5,696		70,448
Capitalized transaction costs	(1,468)		(7,704)		(20,697)
Investments in short-term investments	—		(306,532)		—
Maturities of short-term investments	217,342		89,190		19,973
Proceeds from sale of real estate	6,235		—		13,301
Acquisition of property and equipment	(1,176)		(65)		(15)
Net cash (used in) provided by investing activities	(2,896,236)		(9,302,203)		43,939

F - 16

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Year Ended December 31,
	2023		2022		2021

Cash flows from financing activities
Contributions from Parent	2,507,511		3,219,202		2,386,911
Distributions to Parent	(1,605,502)		(1,238,920)		(758,300)
Proceeds from April 2022 Notes offering	—		5,000,000		—
Proceeds from Revolving Credit Facility	419,148		600,000		—
Repayment of Revolving Credit Facility	(250,000)		(600,000)		—
Repayment of Term Loan B Facility	—		—		(2,100,000)
Repurchase of stock for tax withholding	(4,966)		(6,156)		—
Debt issuance costs	(105)		(146,189)		(31,126)
Distributions to non-controlling interest	(9,166)		(8,529)		(8,307)
Net cash provided by (used in) financing activities	1,056,920		6,819,408		(510,822)

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

Net increase (decrease) in cash, cash equivalents and restricted cash	328,984		(562,966)		419,321
Cash, cash equivalents and restricted cash, beginning of period	142,600		705,566		286,245
Cash, cash equivalents and restricted cash, end of period	$	471,584	$	142,600	$	705,566

Supplemental cash flow information:
Cash paid for interest	$	762,610	$	466,806	$	323,219
Cash paid for income taxes	1,598		1,377		1,397
Supplemental non-cash investing and financing activity:
Distributions payable	$	439,486	$	380,581	$	226,309
Issuance of stock based compensation, subject to repurchase for tax withholding	11,443		—		—
Debt issuance costs payable	45		—		43,005
Deferred transaction costs payable	2,311		2,526		3,877
Non-cash change in Investments in leases - financing receivables	276,929		189,123		21,139
Obtaining right-of-use assets in exchange for lease liabilities	82,099		541,676		—

See accompanying Notes to Consolidated Financial Statements.

F - 17

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In this Annual Report on Form 10-K, the words the “Company,” “VICI,” “we,” “our,” and “us” refer to VICI Properties Inc. and its subsidiaries, including VICI Properties L.P. (“VICI LP”), on a consolidated basis, unless otherwise stated or the context requires otherwise.

We refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Balance Sheets as our “Balance 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.

Note 1 — Business and Organization

We are a Maryland corporation that is primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations, subject to long-term triple net leases. As of December 31, 2023, we own 93 experiential assets across a geographically diverse portfolio consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort. Our 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. VICI also owns four championship golf courses which are managed by CDN Golf Management Inc. and are located near certain of our properties.

VICI, the parent company, is a Maryland corporation and internally managed real estate investment trust (“REIT”) for U.S. federal income tax purposes. Our real property business, which represents the substantial majority of our assets, is conducted through VICI Properties OP LLC (“VICI OP”) and indirectly through VICI LP and our golf course business, VICI Golf LLC (“VICI Golf”), is conducted through a direct wholly owned taxable REIT subsidiary (“TRS”) of VICI. As a REIT, we generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute substantially all of our net taxable income to stockholders and maintain our qualification as a REIT.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from these estimates.

Principles of Consolidation and Non-controlling Interest

The accompanying Financial Statements include our accounts and the accounts of VICI LP, and the subsidiaries in which we or VICI LP has a controlling interest. All intercompany account balances and transactions have been eliminated in consolidation. We consolidate all subsidiaries in which we have a controlling financial interest and variable interest entities for which we or one of our consolidated subsidiaries is the primary beneficiary.

Non-controlling Interests

We present non-controlling interests and classify such interests as a component of consolidated stockholders’ equity or partners’ capital, separate from VICI stockholders’ equity and VICI LP partners’ capital. As of December 31, 2023, VICI’s non-controlling interests represent an approximately 1.2% third-party ownership of VICI OP in the form of limited liability company interests in VICI OP (“VICI OP Units”), a 20% third-party ownership of Harrah’s Joliet LandCo LLC, the entity that owns the Harrah’s Joliet facility and is the lessor under the related lease agreement with Caesars for such facility (“Joliet Lease”) and a 5.6% third-party equity ownership, in the form of Class A Units, of VICI Bowl HoldCo LLC, the entity that owns

F - 18

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the Bowlero Portfolio and is the lessor under the related Bowlero Master Lease. As VICI OP is a parent entity of VICI LP, VICI LP’s non-controlling interests are that of third-party ownership of Harrah’s Joliet LandCo LLC and VICI Bowl HoldCo LLC.

Reportable Segments

Our operations consist of real property and real estate lending activities, which represent substantially all of our business. The operating results of both the real property and real estate lending activities are regularly reviewed, in the aggregate, by the chief operating decision maker and considered one operating segment. Our golf operations have been determined to be both quantitatively and qualitatively insignificant to the Company’s business. Accordingly, all operations have been considered to represent one reportable segment and no separate disclosures are required.

Cash, Cash Equivalents and Restricted Cash

Cash consists of cash-on-hand and cash-in-bank. Highly liquid investments with an original maturity of three months or less from the date of purchase are considered cash equivalents and are carried at cost, which approximates fair value. As of December 31, 2023 and 2022, we did not have any restricted cash.

Short-Term Investments

Investments with an original maturity of greater than three months and less than one year from the date of purchase are considered short-term investments and are stated at fair value.

We may invest our excess cash in short-term investment grade commercial paper as well as discount notes issued by government-sponsored enterprises including the Federal Home Loan Mortgage Corporation and certain of the Federal Home Loan Banks. These investments generally have original maturities between 91 and 180 days and are accounted for as available for sale securities. Interest on our short-term investments is recognized as interest income in our Statement of Operations. We did not have any short-term investments as of December 31, 2023. We had $217.3 million of short-term investments as of December 31, 2022.

Purchase Accounting

We assess all of our property acquisitions under ASC 805 “Business Combinations” (“ASC 805”) to determine if such acquisitions should be accounted for as a business combination or an asset acquisition. Under ASC 805, an acquisition does not qualify as a business combination when (i) substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or (ii) the acquisition does not include a substantive process in the form of an acquired workforce or (iii) an acquired contract that cannot be replaced without significant cost, effort or delay. Generally, and to date, all of our acquisitions have been determined to be asset acquisitions and, in accordance with ASC 805-50, all applicable transaction costs are capitalized as part of the purchase price of the acquisition.

We allocate the purchase price to the identifiable assets acquired and liabilities assumed, as applicable, using the relative fair value. Generally, with the exception of the MGP Transactions and the MGM Grand/Mandalay Bay JV Interest Acquisition (each as defined in Note 3 - Real Estate Transaction), our acquisitions consists of properties without existing tenant leases or debt and, accordingly, the assets acquired are comprised of land, building and site improvements. Further, since all the components of our leases are classified as sales-type leases or financing receivables, as further described below, the assets acquired are transferred into the net investment in lease or financing receivable, as applicable.

Investments in Leases - Sales-type, Net

We account for our investments in leases under ASC 842 “Leases” (“ASC 842”). Upon lease inception or lease modification, we assess lease classification to determine whether the lease should be classified as a direct financing, sales-type or operating lease. As required by ASC 842, we separately assess each lease component of the property, generally comprised of land and building, to determine the classification. If the lease component is determined to be a direct financing or sales-type lease, we record a net investment in the lease, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized upon execution of the lease or deferred and recognized over the life of the lease, depending on the classification of the lease. Since we purchase properties and simultaneously enter into new leases directly with the tenants, the net investment in the lease is generally equal to the purchase price of the asset, and, due to the long-term nature of our leases, the land and building components of an investment generally have the same lease classification.

F - 19

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Investments in Leases - Financing Receivables, Net

In accordance with ASC 842, for transactions in which we enter into a contract to acquire an asset and lease it back to the seller under a lease classified as a sales-type lease (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred to us. As a result, we do not recognize the net investment in the lease but instead recognize a financial asset in accordance with ASC 310 “Receivables” (“ASC 310”); however, the accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales-type under ASC 842.

Lease Term

We assess the noncancelable lease term under ASC 842, which includes any reasonably certain renewal periods. All of our lease agreements provide for an initial term, with one or more tenant renewal options.

In relation to our gaming assets and certain other irreplaceable real estate, we generally conclude that the lease term includes all of the periods covered by extension options as it is reasonably certain our tenants will renew the lease agreements. In these situations, we believe our tenants are economically compelled to renew the lease agreements due to the importance of our real estate to the operation of their business, the significant capital they have invested and are required to invest in our properties under the terms of the lease agreements and the lack of suitable replacement assets.

Investments in Loans and Securities, net

Investments in loans are held-for-investment and are carried at historical cost, inclusive of unamortized loan origination costs and fees and net of allowances for credit losses. Income is recognized on an effective interest basis at a constant rate of return over the life of the related loan.

We classify our investments in securities on the date of acquisition of the investment as either trading, available-for-sale or held-to-maturity. We classify our debt securities as held-to-maturity, as we have the intent and ability to hold this security until maturity, the accounting of which is materially consistent with that of our Investments in loans.

Income from Leases and Lease Financing Receivables

We recognize the related income from our sales-type leases and lease financing receivables on an effective interest basis at a constant rate of return over the terms of the applicable leases. As a result, the cash payments accounted for under sales-type leases and lease financing receivables will not equal income from our lease agreements. Rather, a portion of the cash rent we receive is recorded as Income from sales-type leases or Income from lease financing receivables and loans, as applicable, in our Statement of Operations and a portion is recorded as a change to Investments in leases - sales-type, net or Investments in leases - financing receivables, net, as applicable.

Initial direct costs incurred in connection with entering into investments classified as sales-type leases are included in the balance of the net investment in lease. Such amounts will be recognized as a reduction to Income from investments in leases over the life of the lease using the effective interest method. Costs that would have been incurred regardless of whether the lease was signed, such as legal fees and certain other third-party fees, are expensed as incurred to Transaction and acquisition expenses in our Statement of Operations.

Loan origination fees and costs incurred in connection with entering into investments classified as lease financing receivables are included in the balance of the net investment and such amounts will be recognized as an adjustment to Income from investments in loans and lease financing receivables over the life of the lease using the effective interest method.

Allowance for Credit Losses

ASC 326 “Financial Instruments-Credit Losses” (“ASC 326”) requires that we measure and record current expected credit losses (“CECL”) for the majority of our investments, the scope of which includes our Investments in leases - sales-type, Investments in leases - financing receivables and Investments in loans and securities.

Investments in Leases

In relation to our lease portfolio, we have elected to use a discounted cash flow model to estimate the allowance for credit losses, or CECL allowance for our Investments in leases - sales-type and Investments in leases - financing receivables, which comprise the substantial majority of our CECL allowance. This model requires us to develop cash flows which project estimated credit losses over the life of the lease and discount these cash flows at the asset’s effective interest rate. We then

F - 20

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

record a CECL allowance equal to the difference between the amortized cost basis of the asset and the present value of the expected credit loss cash flows.

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our tenants and their parent guarantors, as applicable, over the life of each individual lease. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD of our tenants and their parent guarantors, as applicable. The PD and LGD are estimated during a reasonable and supportable period for which we believe we are able to estimate future economic conditions (the “R&S Period”) and a long-term period for which we revert to long-term historical averages (the “Long-Term Period”). The PD and LGD estimates for the R&S Period are developed using the current financial condition of the tenant and parent guarantor, as applicable, and applied to a projection of economic conditions over a two-year term. The PD and LGD for the Long-Term Period are estimated using the average historical default rates and historical loss rates, respectively, of public companies over approximately the past 40 years that have similar credit profiles or characteristics to our tenants and their parent guarantors, as applicable. We are unable to use our historical data to estimate losses as we have no loss history to date.

Investments in Loans

In relation to our loan portfolio, we engage a nationally recognized data analytics firm to provide loan level market data and a forward-looking commercial real estate loss forecasting tool. The credit loss model generates the PD and LGD using sub-market loan-level data and the fair value of collateral to generate net operating income and forecast the expected loss for each loan.

Unfunded Commitments

We are required to estimate a CECL allowance related to contractual commitments to extend credit, such as future funding commitments under a revolving credit facility, delayed draw term loan, construction loan or through commitments made to our tenants to fund the development and construction of improvements at our properties. We estimate the amount that we will fund for each contractual commitment based on (i) discussions with our borrowers and tenants, (ii) our borrowers’ and tenants’ business plans and financial condition and (iii) other relevant factors. Based on these considerations, we apply a CECL allowance to the estimated amount of credit we expect to extend. The CECL allowance for unfunded commitments is calculated using the same methodology as the allowance for the respective investments subject to the CECL model. The CECL allowance related to these future commitments is recorded as a component of Other liabilities on our Balance Sheets.

Presentation

The CECL allowance is recorded as a reduction to our net Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and securities and Sales-type sub-leases (included in Other assets) on our Balance Sheets. We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Statement of Operations for the relevant period. Finally, each time we make a new investment in an asset subject to ASC 326, we are required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Statement of Operations for the relevant period.

Write-offs of our investments in leases and loans are deducted from the allowance in the period in which they are deemed uncollectible. Recoveries of amounts previously written off are recorded when received. There were no charge-offs or recoveries for the years ended December 31, 2023, 2022 and 2021.

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

Investments in Land

Our investments in land are held at historical cost and comprised of the following:

*•*Las Vegas Land. We own certain underdeveloped or undeveloped land adjacent to the Las Vegas strip.

*•*Vacant, Non-Operating Land. We own certain vacant, non-operating land parcels located outside of Las Vegas.

Eastside Property. In 2017, we sold 18.4 acres of property located in Las Vegas, Nevada, east of Harrah’s Las Vegas, known as the Eastside Property, to Caesars Entertainment, Inc. (together with, as the context requires, its subsidiaries, “Caesars”) for a sales price of $73.6 million. It was determined that the transaction did not meet the requirements of a completed sale for accounting purposes due to a put-call option on the land parcels and the Caesars Forum Convention

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Center. The amount of $73.6 million is presented as land with a corresponding amount of $73.6 million recorded in Other liabilities in our Balance Sheets.

Property and Equipment Used in Operations

Property and equipment used in operations is included within Other assets on our Balance Sheets and represents assets primarily related to VICI Golf, our golf operations. We assign lives to our assets based on our standard policy, which is established by management as representative of the useful life of each category of asset.

Additions to property used in operations are stated at cost. We capitalize the costs of improvements that extend the life of the asset and expense maintenance and repair costs as incurred. Gains or losses on the dispositions of property and equipment are recognized in the period of disposal.

Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows:


Depreciable land improvements			2-50 years
Building and improvements			5-25 years
Furniture and equipment			2-10 years

Impairment

We assess our investments in land and property and equipment used in operations for impairment under ASC 360 “Property, Plant and Equipment” (“ASC 360”) on a quarterly basis or whenever certain events or changes in circumstances indicate a possible impairment of the carrying value of the asset. Events or circumstances that may occur include changes in management’s intended holding period or potential sale to a third party, significant changes in real estate market conditions or tenant financial difficulties resulting in non-payment of the lease.

Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. With respect to estimated expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiable cash flows.

Investment in Unconsolidated Affiliate

Our equity method investment as of December 31, 2022, represented our 50.1% ownership interest in the joint venture that holds the real estate assets of MGM Grand Las Vegas and Mandalay Ba*y (“*MGM Grand/Mandalay Bay JV”), which was acquired in the MGP Transactions and, as a result, was recorded at relative fair value. The difference in basis between our share of the carrying value of the MGM Grand/Mandalay Bay JV and the relative fair value upon acquisition was amortized into Income from unconsolidated affiliate over the estimated useful life of the respective underlying real estate assets, the remaining lease term of the MGM Grand/Mandalay Bay JV Lease, or the remaining term of the assumed debt, as applicable. On January 9, 2023, we acquired the remaining 49.9% interest from Blackstone Real Estate Income Trust, Inc. (“BREIT”) for cash consideration of approximately $1.3 billion and, accordingly, consolidated the operations of the MGM Grand/Mandalay Bay JV starting in the first quarter of 2023. Refer to Note 3 - Real Estate Transactions for further details.

Foreign Currency Translation and Remeasurement

Our investments in the PURE Portfolio, Century Canadian Portfolio and the Cabot Highlands Loan (each as defined in Note 3 - Real Estate Transactions) are denominated in foreign currencies, and accordingly, we translate the financial statements of the subsidiaries that own the PURE Portfolio, Century Canadian Portfolio and Cabot Highlands Loan into U.S. Dollars (“USD” or “US$”) when we consolidate their financial results and position. Generally, assets and liabilities are translated at the exchange rate in effect at the date of the Balance Sheets and the resulting translation adjustments are included in Accumulated other comprehensive income in the Balance Sheets. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate. Income Statement accounts are translated using the average exchange rate for the period.

We and certain of our consolidated subsidiaries have intercompany and third-party debt that is denominated in foreign currencies, which is not our and our consolidated subsidiaries functional currency of USD. When the debt and related operating receivables and/or payables are remeasured to the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in Other gains, net in the Statement of Operations.

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Other Income and Other Expenses

Other income primarily represents sub-lease income related to certain ground and use leases. Under our lease agreements, the tenants are required to pay all costs associated with such ground and use leases and provides for their direct payment to the landlord. This income and the related expense are recorded on a gross basis in our Statement of Operations as required under GAAP as we are the primary obligor under the ground and use leases.

Fair Value Measurements

We measure the fair value of financial instruments based on assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets or on other “observable” market inputs, and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs.

Refer to Note 9 - Fair Value for further information.

Derivative Financial Instruments

We record our derivative financial instruments as either Other assets or Other liabilities on our Balance Sheets at fair value.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. We formally document our hedge relationships and designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its hedged transaction.

On a quarterly basis, we also assess whether the derivative we designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged transactions. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the changes in fair value of the instrument are included in Net income prospectively. If the hedge relationship is terminated, then the value of the derivative previously recorded in Accumulated other comprehensive income (loss) is recognized in earnings when the hedged transactions affect earnings. Changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of Accumulated other comprehensive income (loss) in our Balance Sheets with a corresponding change in Unrealized gain (loss) in cash flows hedges within Other comprehensive income on our Statement of Operations.

We use derivative instruments to mitigate the effects of interest rate volatility, whether from variable rate debt or future forecasted transactions, which could unfavorably impact our future earnings and forecasted cash flows. We do not use derivative instruments for speculative or trading purposes.

Golf Revenues

VICI Golf and Caesars are party to a golf course use agreement (the “Golf Course Use Agreement”), whereby certain subsidiaries of Caesars are granted certain priority rights and privileges with respect to access and use of certain golf course properties. For the year ended December 31, 2023, payments under the Golf Course Use Agreement were comprised of a $11.6 million annual membership fee, $3.7 million of use fees and approximately $1.6 million of minimum rounds fees. The annual membership fee, use fees and minimum rounds fees are subject to an annual escalator beginning at the times provided under the Golf Course Use Agreement. Revenue from the Golf Course Use Agreement is recognized in accordance with ASC 606, “Revenue From Contracts With Customers” and recognized ratably over the performance period.

Additional revenues from golf course operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales tax. Golf memberships sold to individuals are not refundable and are deferred and recognized within golf revenue in the Statements of Operations over the expected life of an active membership, which is typically one year or less.

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Income Taxes-REIT Qualification

We conduct our operations as a REIT for U.S. federal income tax purposes. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders, determined without regard to the dividends paid deduction and excluding any net capital gains. As a REIT, we generally will not be subject to federal income tax on income that we pay as distributions to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate income tax rates (including any alternative minimum tax or excise tax applicable to non-REIT corporations), and distributions paid to our stockholders would not be deductible by us in computing taxable income. Additionally, any resulting corporate liability created if we fail to qualify as a REIT could be substantial and could materially and adversely affect our net income and net cash available for distribution to stockholders. Unless we were entitled to relief under certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”), we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT.

The operations of VICI Golf (represented by the four golf course businesses), which are held in a TRS and certain of our other subsidiaries that operate in various states and municipalities within North America and the United Kingdom, are subject to various local, state and/or federal income taxes. Accordingly, we provide for a provision for income taxes in relation to these jurisdictions, which includes current and deferred portions. We use the asset and liability method to provide for income taxes, which requires that our income tax expense reflect the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities for financial reporting versus income tax purposes.

We recognize any interest and penalties, as incurred, in general and administrative expenses in our Statement of Operations.

Debt Issuance Costs

Debt issuance costs are deferred and amortized to interest expense over the contractual term of the underlying indebtedness. We present unamortized deferred financing costs as a direct deduction from the carrying amount of the associated debt liability.

Transaction and Acquisition Expenses

Transaction and acquisition-related expenses that are not capitalizable under GAAP, including most leasing costs under ASC 842, are expensed in the period they occur. Transaction and acquisition expenses also include dead deal costs.

Stock-Based Compensation

We account for stock-based compensation under ASC 718, Compensation - Stock Compensation (“ASC 718”), which requires us to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. For non-vested share awards that vest over a predetermined time period, we use the 10-day volume weighted average price using the 10 trading days ending on the grant date. For non-vested share awards that vest based on market conditions, we use a Monte Carlo simulation (risk-neutral approach) to determine the value of each tranche.

The unrecognized compensation relating to awards under our stock incentive plan will be amortized to general and administrative expense over the awards’ remaining vesting periods. Vesting periods for award of equity instruments range from zero to three years.

See Note 13—Stock-Based Compensation for further information related to the stock-based compensation.

Earnings Per Share and Earnings Per Unit

Earnings per share (”EPS”) or Earnings per unit (“EPU”) is calculated in accordance with ASC 260, “Earnings Per Share”. Basic EPS or EPU is computed by dividing net income applicable to common stockholders or unit holders, as the case may be, by the weighted-average number of shares of common stock or units, as the case may be, outstanding during the period. Diluted EPS or EPU reflects the additional dilution for all potentially dilutive securities including those from our stock incentive plan.

See Note 12—Earnings Per Share and Earnings Per Unit for the detailed EPS and EPU calculations.

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Underwriting Commissions and Offering Costs

Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred.

Concentrations of Credit Risk

Caesars and MGM Resorts International (together with, as the context requires, its subsidiaries, “MGM”) are the guarantors of all the lease payment obligations of the tenants under the applicable leases of the properties that they each respectively lease from us. Revenue from Caesars, which includes revenue from the Caesars leases and other agreements, represented 37%, 46%, and 85% of our lease revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Revenue from MGM, which comprises revenue from the MGM leases, represented 39%, 34% and 0% of our lease revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Additionally, our properties on the Las Vegas Strip generated approximately 49%, 45%, and 32% of our lease revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Except as described above, we do not believe there are any other significant concentrations of credit risk.

Caesars and MGM are publicly traded companies that are subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and are required to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the SEC. Caesars’ and MGM’s SEC filings are available to the public from the SEC’s web site at www.sec.gov. We make no representation as to the accuracy or completeness of the information regarding Caesars and MGM that is available through the SEC’s website or otherwise made available by Caesars, MGM or any third party, and none of such information is incorporated by reference in this Annual Report on Form 10-K.

Recent Account Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of ASU 2023-09 on our Financial Statements.

In November 2023, FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides for additional disclosures as they relate to a company’s segments. Additional requirements per the update include disclosures for significant segment expenses, measures of profit or loss used by the Chief Operating Decision Maker and how these measures are used to allocate resources and assess segment performance. The amendments in this ASU will also apply to entities with a single reportable segment and is effective for all public entities for fiscal years beginning after December 15, 2023. We are currently evaluating the impact of ASU 2023-07 on our Financial Statements.

Note 3 — Real Estate Transactions

2023 Transactions

Our significant activities in 2023, in reverse chronological order, are as follows:

Property Acquisitions

Chelsea Piers Transaction

On December 18, 2023, we acquired the leasehold interest associated with Chelsea Piers from Chelsea Piers L.P. in a sale-leaseback transaction (the “Chelsea Piers Transaction”) for a purchase price of $342.9 million. We funded the transaction through cash on hand and the full repayment and termination of the $71.5 million outstanding Chelsea Piers loan. Simultaneous with the closing of the Chelsea Piers Transaction, we entered into a triple-net lease agreement with Chelsea Piers L.P. and North River Operating Company L.P. (the “Chelsea Piers Lease”). The Chelsea Piers Lease has an initial total annual rent of $24.0 million and an initial term of 32 years, with a 10-year extension option that the tenant under the Chelsea Piers Lease is obligated to extend provided all conditions are met. Annual rent under the Chelsea Piers Lease escalates at 1.25% commencing in lease year 3 and 1.50% from lease year 4 until the end of the term. The tenant’s obligations under the lease are guaranteed by certain subsidiaries of the tenant under the Chelsea Piers Lease.

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We determined that the Chelsea Piers Transaction should be accounted for as an asset acquisition under ASC 805-50 and further, that the Chelsea Piers Lease meet the definition of a sales-type lease. Since we purchased and leased the asset back to the seller under a sale leaseback transaction, control is not considered to have transferred to us under GAAP. Accordingly, the Chelsea Piers Lease is accounted for as Investments in leases – financing receivables on our Balance Sheets.

Bowlero Transaction

On October 19, 2023, we entered the family entertainment sector by acquiring the real estate assets of 38 bowling entertainment centers (the “Bowlero Portfolio”) from Bowlero in a sale-leaseback transaction for an aggregate purchase price of $432.9 million (the “Bowlero Transaction”). We financed the Bowlero Transaction through a combination of units in a newly formed VICI subsidiary issued to Bowlero, cash on hand, and a portion of proceeds from the settlement of the remaining shares under the January 2023 Forward Sale Agreements (as defined in Note 11 - Stockholders’ Equity). Simultaneous with the closing of the Bowlero Transaction, we entered into a triple-net master lease agreement with Bowlero (the “Bowlero Master Lease”). The Bowlero Master Lease has an initial total annual rent of $31.6 million and an initial term of 25 years, with six 5-year tenant renewal options. Rent under the Bowlero Master Lease will escalate at the greater of 2.0% or CPI (subject to a 2.5% ceiling). The tenant’s obligations under the lease are guaranteed by Bowlero Corp. Additionally, the Bowlero Master Lease contains a right of first offer provision with respect to real estate assets of any current or future Bowlero properties in the event that Bowlero elects to enter into a sale-leaseback transaction for such properties during the first eight years of the initial term of the Bowlero Master Lease.

We determined that the Bowlero Transaction should be accounted for as an asset acquisition under ASC 805-50 and further, that the land and building components of the Bowlero Master Lease meet the definition of a sales-type lease. Since we purchased and leased the assets back to the seller under a sale leaseback transaction, control is not considered to have transferred to us under GAAP. Accordingly, the Bowlero Master Lease is accounted for as Investments in leases – financing receivables on our Balance Sheets.

Century Canadian Portfolio Transaction

On September 6, 2023, we closed on the acquisition of the Century Casino & Hotel Edmonton, Century Casino St. Albert located in Edmonton, Alberta, Century Mile Racetrack and Casino and Century Downs Racetrack and Casino all of which are located in Alberta, Canada (the “Century Canadian Portfolio”) from Century Casinos, Inc. (together with, as the context requires, its subsidiaries,“Century Casinos”) for an aggregate purchase price of C$221.7 million (approximately US$162.5 million based on the exchange rate at the time of the acquisition) (the “Century Canadian Portfolio Transaction”). We financed the Century Canadian Portfolio Transaction with a combination of cash on hand, proceeds from the partial settlement of forward equity sale agreements and a C$75.0 million (approximately US$55.0 million based on the exchange rate at the time of the acquisition) draw under our Revolving Credit Facility (as defined in Note 7 - Debt). Simultaneous with the closing of the transaction, the Century Canadian Portfolio was added to the existing triple-net master lease agreement between us and Century Casinos (“Century Master Lease”) and annual rent increased by C$17.3 million (approximately US$12.7 million based on the exchange rate at the time of the acquisition). Additionally, the term of the Century Master Lease was extended such that, upon closing of the transaction, the lease has a full 15-year initial base lease term, with three 5-year tenant renewal options. Century Casinos previously exercised one 5-year tenant renewal option. The tenants’ obligations under the Century Master Lease continue to be guaranteed by Century Casinos, Inc.

We determined that the Century Canadian Portfolio component of the Century Master Lease meets the definition of a separate contract under ASC 842. In accordance with this guidance, we are required to separately assess the lease classification apart from the other assets in the Century Master Lease. Accordingly, we determined that the Century Canadian Portfolio Transaction should be accounted for as an asset acquisition under ASC 805-50 and further, that the land and building components of the Century Canadian Portfolio under the Century Master Lease meet the definition of a sales-type lease. Since we purchased and leased the assets back to the seller under a sale leaseback transaction, control is not considered to have transferred to us under GAAP. Accordingly, the Century Canadian Portfolio under the Century Master Lease is accounted for as Investments in leases – financing receivables on our Balance Sheets.

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Rocky Gap Casino Transaction

On July 25, 2023, we closed on the previously announced acquisition of the leasehold interest in the land and buildings associated with Rocky Gap Casino Resort, located in Flintstone, Maryland (“Rocky Gap Casino”) with Century Casinos, from Golden Entertainment, Inc. for an aggregate purchase price of $260.0 million (the “Rocky Gap Casino Transaction”). Pursuant to the transaction agreements, we acquired the leasehold interest in the land and buildings associated with the Rocky Gap Casino for approximately $203.9 million and Century Casinos acquired the operating assets of the property for approximately $56.1 million. Simultaneous with the closing of the transaction, the Century Master Lease was amended to include Rocky Gap Casino, and annual rent under the Century Master Lease increased by $15.5 million. Additionally, the term of the Century Master Lease was extended such that, upon closing of the transaction, the lease had a full 15-year initial base lease term remaining. Century Casinos previously exercised one 5-year tenant renewal option and three additional 5-year tenant renewal options are remaining. The tenants’ obligations under the Century Master Lease continue to be guaranteed by Century Casinos, Inc.

We determined that the Rocky Gap Casino component of the Century Master Lease meets the definition of a separate contract under ASC 842. In accordance with this guidance, we are required to separately assess the lease classification apart from the other assets in the Century Maser Lease. We determined that the Rocky Gap Casino Transaction should be accounted for as an asset acquisition under ASC 805-50 and further, that the land and building components of Rocky Gap Casino under the Century Master Lease meet the definition of a sales-type lease and accordingly is accounted for as Investments in leases – sales-type on our Balance Sheets.

MGM Grand/Mandalay Bay JV Interest Acquisition

On January 9, 2023, we closed on the previously announced acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV from BREIT for cash consideration of $1,261.9 million (the “MGM Grand/Mandalay Bay JV Interest Acquisition”). We also assumed BREIT’s $1,497.0 million pro rata share of an aggregate $3.0 billion of property-level debt, which matures in 2032 and bears interest at a fixed rate of 3.558% per annum through March 2030. The cash consideration was funded through a combination of cash on hand and proceeds from the settlement of certain forward sale agreements. The lease agreement for MGM Grand Las Vegas and Mandalay Bay (“MGM Grand/Mandalay Bay Lease”) currently has an annual rent of $309.9 million, all of which we are entitled to following the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition. 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 MGM Grand/Mandalay Bay Lease escalates annually at 2.0% through 2035 (year 15 of the initial lease term) and thereafter at the greater of 2.0% or the Consumer Price Index (“CPI”) (subject to a 3.0% ceiling). As of December 31, 2022, the MGM Grand/Mandalay Bay JV was accounted for as an equity method investment under the voting interest model within Investment in unconsolidated affiliate on our Balance Sheets.

Simultaneously with closing of the MGM Grand/Mandalay Bay JV Interest Acquisition, as a result of acquiring full ownership, we consolidated the joint venture and determined that the consolidation should be accounted for as an asset acquisition under ASC 805-50. In application of the asset acquisition guidance, we retained the prior cost basis of our 50.1% interest, which we previously acquired in connection with the MGP Transactions (as defined below), and combined such basis to the purchase price of the MGM Grand/Mandalay Bay JV Interest Acquisition.

The following is a summary of our net assets acquired upon consolidation of the MGM Grand/Mandalay Bay JV:


(In thousands)	Amount
Carrying value of prior 50.1% interest acquired in connection with the MGP Transactions	$	1,458,782
Consideration paid for MGM Grand/Mandalay Bay JV Interest Acquisition	1,261,882
Transaction costs	14,630
Total net assets acquired	$	2,735,294

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Under ASC 805-50, we allocated the net assets acquired by major categories of assets acquired and liabilities assumed using relative fair value. The following is a summary of the allocated relative fair values of the assets acquired and liabilities assumed in the consolidation of the MGM Grand/Mandalay Bay JV:


(In thousands)	Amount
Investments in leases – sales-type	$	5,494,351
Cash and cash equivalents (1)	9,607
Debt, net (2)	(2,747,877)
Accrued expenses and deferred revenue (1)	(20,787)
Total net assets acquired	$	2,735,294

(1) Amount represents their current carrying value, which is equal to fair value

(2) Amount represents the fair value of the $3.0 billion principal amount of CMBS debt as of January 9, 2023, which was estimated as a $252.1 million discount to principal value. The fair value of the debt was estimated by modeling the contractual cash flows and discounting them back to the present value using an estimated market yield. Additionally, we considered current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The inputs used in determining the fair value measurement are considered Level 3 of the fair value hierarchy.

Concurrent with the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition and consolidation of the MGM Grand/Mandalay Bay Lease, we assessed the lease classification of the MGM Grand/Mandalay Bay Lease and determined that it met the definition of a sales-type lease. Accordingly, the relative fair value of the MGM Grand/Mandalay Bay Lease of $5.5 billion was recorded as an Investment in leases – sales-type on our Balance Sheets, net of an initial allowance for estimated credit losses in the amount of $210.0 million.

PURE Canadian Gaming Transaction

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 (the “PURE Portfolio”), from PURE Canadian Gaming, Corp. (“PURE Canadian Gaming”) for an aggregate purchase price in cash 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 a C$140.0 million (approximately US$103.4 million based on the exchange rate at the time of the acquisition) draw under our Revolving Credit Facility. Simultaneous with the acquisition, we entered into a triple-net master lease agreement for the PURE Portfolio (“PURE Master Lease”). The PURE Master Lease has an initial total 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 in lease years two and three (and thereafter at the greater of 1.5% and the Canadian Consumer Price Index, capped at 2.5%) 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 PURE Canadian Gaming Corp.

We determined that the PURE Canadian Gaming Transaction should be accounted for as an asset acquisition under ASC 805-50 and further, that the land and building components of the PURE Master Lease meet the definition of a sales-type lease. Since we purchased and leased the assets back to the seller under a sale leaseback transaction, control is not considered to have transferred to us under GAAP. Accordingly, the PURE Master Lease is accounted for as Investments in leases – financing receivables on our Balance Sheets.

Leasing Activity

Gold Strike Severance Lease

On February 15, 2023, in connection with the closing of MGM’s sale of the operations of Gold Strike Casino Resort, located in Tunica, Mississippi (“Gold Strike”), we entered into a lease agreement with Cherokee Nation Businesses, L.L.C. (“CNB”) related to the land and real estate assets of Gold Strike (“CNE Gold Strike Lease”), and entered into an amendment to the lease agreement for the properties leased to MGM, excluding the MGM Grand and Mandalay Bay properties (“MGM Master Lease”) in order to account for MGM’s divestiture of the operations of Gold Strike and to reduce the annual base rent by $40.0 million. The CNE Gold Strike Lease has initial annual base rent of $40.0 million with other economic terms substantially similar to the MGM Master Lease, including a base term of 25 years with three 10-year tenant renewal options, escalation of 2.0% per annum (with escalation of the greater of 2.0% and CPI, capped at 3.0%, beginning in lease year 11) and minimum capital expenditure requirements of 1.0% of annual net revenue. The tenant’s obligations under the CNE Gold Strike Lease are guaranteed by CNB.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Real Estate Debt Investments

The following table summarizes our 2023 real estate debt investment activity:


($ in thousands)
Investment Name	Maximum Investment Amount		Investment Type	Collateral
Kalahari Virginia Loan	$	212,200	Mezzanine Loan	907-key indoor waterpark resort in Thornburg, VA under development
Canyon Ranch Preferred Equity Investment	150,000		Preferred Equity Investment	Equity interests in controlling entity of Canyon Ranch
Canyon Ranch Lenox and Tucson Loan	140,135		Senior Secured Loan	Canyon Ranch Tucson and Canyon Ranch Lenox
Cabot Saint Lucia Loan	100,000		Senior Secured Loan	Luxury golf resort in Saint Lucia, Virgin Islands
Hard Rock Ottawa Notes	85,000		Senior Secured Note	Hard Rock Ottawa Hotel & Casino
Cabot Highlands Loan (1)	10,938		Senior Secured Loan	Luxury golf resort in the Scottish Highlands
Total	$	698,273

(1) Amount represents USD equivalent to £9.0 million based on the exchange rate at the time of closing.

Significant 2022 Transactions

MGP Transactions

On April 29, 2022, we closed on the acquisition of MGM Growth Properties LLC (“MGP”) in a series of transactions governed by the certain Master Transaction Agreement between us, MGP, MGM Growth Properties Operating Partnership LP (“MGP OP”), VICI LP, REIT Merger Sub (as defined therein), VICI OP, and MGM entered into on August 4, 2021 (“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 a 50.1% share of the MGM Grand/Mandalay Bay JV CMBS debt, at the time (“MGP Transactions”). 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 acquired approximately 12.2 million units in VICI OP. The MGP Class B share that was held by MGM was cancelled and ceased to exist simultaneous with closing.

The number of MGP Class A common shares converted to shares of VICI common stock was determined as follows:


MGP Class A common shares outstanding as of April 29, 2022			156,757,773
Exchange Ratio			1.366
VICI common stock issued (1)			214,131,064
VICI common stock issued for MGP stock-based compensation awards			421,468
Total VICI common stock issued			214,552,532

(1) Amount excludes the cash paid in lieu of approximately 54 fractional MGP Class A common shares.

Simultaneous with the closing of the MGP Transactions on April 29, 2022, we entered into the MGM Master Lease. The MGM Master Lease has an initial term of 25 years, with three 10-year tenant renewal options and had an initial total annual rent of $860.0 million. Rent under the MGM Master Lease escalates at a rate of 2.0% per annum for the first 10 years and thereafter at the greater of 2.0% per annum or the increase in CPI, subject to a 3.0% cap. The total annual rent under the MGM Master Lease was reduced by $90.0 million upon the close of MGM’s sale of the operations of the Mirage to an affiliate of Seminole Hard Rock International LLC (“Hard Rock”) and entrance into a lease with Hard Rock for the Mirage property on December 19, 2022, and further reduced by $40.0 million upon the close of MGM’s sale of the operations of Gold Strike on February 15, 2023.

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Additionally, we retained a 50.1% ownership stake in the MGM Grand/Mandalay Bay JV, which owns the real estate assets of MGM Grand Las Vegas and Mandalay Bay. At the time of acquisition, the MGM Grand/Mandalay Bay Lease provided for total annual base rent of approximately $303.8 million, and had an initial term of thirty years with two 10-year tenant renewal options. Rent under the MGM Grand/Mandalay Bay Lease escalates at a rate of 2.0% per annum for the first 15 years and thereafter at the greater of 2.0% per annum or CPI, subject to a 3.0% cap. On January 9, 2023, we closed on the MGM Grand/Mandalay Bay JV Interest Acquisition and accordingly own 100% of the interest in the MGM Grand/Mandalay Bay JV, and assumed the full $3.0 billion of CMBS debt held by the joint venture.

We assessed the MGP Transactions in accordance with ASC 805, and determined that the acquisition of MGP did not meet the definition of a business as substantially all the assets were concentrated in a group of similarly identifiable acquired assets, and did not include a substantive process in the form of an acquired workforce. Accordingly, the MGP Transactions were accounted for as an asset acquisition under ASC 805-50 and we determined the consideration transferred under the MGP Transactions was $11.6 billion, comprised of the following:


(In thousands)	Amount
REIT merger consideration (1)	$	6,568,480
Redemption payment to MGM	4,404,000
VICI OP Units retained by MGM (2)	374,769
Repayment of MGP revolving credit facility (3)	90,000
Transactions costs (4)	119,741
Total consideration transferred	$	11,556,990
Assumption of MGP unsecured notes, at principal value	4,200,000
Assumption of our proportionate share of the MGM Grand/Mandalay Bay JV CMBS debt, at principal value	1,503,000
Total purchase price	$	17,259,990

(1) Amount represents the dollar value of 214,375,990 shares of VICI common stock, multiplied by the VICI stock price at the time of closing of $30.64 per share, which were issued in exchange for the MGP Class A common shares outstanding immediately prior to the MGP Transactions and certain of the MGP stock-based compensation awards, converted to shares of VICI common stock.

(2) Amount represents 12,231,373 VICI OP Units retained by MGM as non-controlling interest in VICI OP, multiplied by the VICI stock price at the time of closing of $30.64 per share.

(3) Represents the total amount outstanding under MGP’s revolving credit facility as of April 29, 2022. In connection with the MGP Transactions, such amount was repaid in full and the related credit agreement was terminated.

(4) In accordance with ASC 805-50, all direct and incremental costs related to the MGP Transactions, primarily related to success-based fees and third-party advisory fees, were included in the consideration transferred.

Under ASC 805-50, we allocated the purchase price by major categories of assets acquired and liabilities assumed using relative fair value. The following is a summary of the allocated relative fair values of the assets acquired and liabilities assumed in the MGP Transactions valued as of April 29, 2022:


(In thousands)	Amount
Investments in leases – financing receivables (1) (2)	$	14,245,868
Investment in unconsolidated affiliate (2) (3)	1,465,814
Cash and cash equivalents (4)	25,387
Other assets (4)	338,212
Debt, net (5)	(4,106,082)
Accrued expenses and deferred revenue (4)	(79,482)
Other liabilities (4)	(332,727)
Total net assets acquired	$	11,556,990

(1) We valued the real estate portfolio at relative fair value using rent multiples taking into consideration a variety of factors, including (i) asset quality and location, (ii) property and lease-level operating performance and (iii) supply and demand dynamics of each property’s respective market. The multiples used ranged from 15.0x – 18.5x with a weighted average rent multiple of 16.7x, as determined using relative fair value.

(2) The fair value of these assets is based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 of the fair value hierarchy.

(3) We value the Investment in unconsolidated affiliate at relative fair based on our percentage ownership of the net assets of the MGM Grand/Mandalay Bay JV.

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(4) Amounts represent their current carrying value which is equal to fair value. The Other assets and Other liabilities amounts include the gross presentation of certain MGP ground leases which we assumed in connection with the MGP Transactions.

(5) Amount represents the fair value of debt as of April 29, 2022, which was estimated as a $93.9 million discount to the notional value. The fair value of our debt instruments was estimated using quoted prices for identical or similar liabilities in markets that are not active and, as such, these fair value measurements are considered Level 2 of the fair value hierarchy.

Concurrent with the closing of the MGP Transactions and entry into the MGM Master Lease, we assessed the lease classification of the MGM Master Lease and determined that it met the definition of a sales-type lease. Further, since MGM controlled and consolidated MGP prior to the MGP Transactions, the lease was assessed under the sale-leaseback guidance and determined to be a failed sale-leaseback under which the lease is accounted for as a financing receivable under ASC 310.

In relation to the MGM Grand/Mandalay Bay JV, we determined that such investment should be accounted for as an equity method investment and, accordingly, recorded the relative fair value as an Investment in unconsolidated affiliate on our Balance Sheets. The requirement to record our investment in the MGM Grand/Mandalay Bay JV at relative fair value under ASC 805 resulted in a difference in our acquired basis from that of the underlying records, or historical cost basis, of the MGM Grand/Mandalay Bay JV. Accordingly, we compared our proportionate share of the historical cost basis of the MGM Grand/Mandalay Bay JV as of April 29, 2022 to our proportionate share of the relative fair value, the difference of which was amortized through Income from unconsolidated affiliate over the life of the related asset or liability. On January 9, 2023, we acquired the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV from BREIT and consolidated the operations of the joint venture. Refer to “MGM Grand/Mandalay Bay JV Interest Acquisition” above for further details.

Note 4 — Real Estate Portfolio

As of December 31, 2023, our real estate portfolio consisted of the following:

Investments in leases - sales-type, representing our investment in 26 casino assets leased on a triple-net basis to our tenants under ten separate lease agreements;
Investments in leases - financing receivables, representing our investment in 28 casino assets and 39 other experiential properties leased on a triple-net basis to our tenants under ten separate lease agreements;
Investments in loans and securities, representing our fourteen debt investments in senior secured and mezzanine loans, preferred equity and senior secured notes; and
Land, representing our investment in certain underdeveloped or undeveloped land adjacent to the Las Vegas strip and non-operating, vacant land parcels.

The following is a summary of the balances of our real estate portfolio as of December 31, 2023 and 2022:


(In thousands)	December 31, 2023		December 31, 2022






Investments in leases - sales-type, net (1)	$	23,015,931	$	17,172,325

Investments in leases - financing receivables, net (1)	18,211,102		16,740,770
Total investments in leases, net	41,227,033		33,913,095
Investments in loans and securities, net	1,144,177		685,793
Investment in unconsolidated affiliate (2)	—		1,460,775
Land	150,727		153,560
Total real estate portfolio	$	42,521,937	$	36,213,223

(1) At lease inception (or upon modification), we determine the estimated residual values of the leased property (not guaranteed) under the respective lease agreements, which has a material impact on the determination of the rate implicit in the lease and the lease classification. As of December 31, 2023 and 2022, the estimated residual values of the leased properties under our lease agreements were $15.9 billion and $11.5 billion, respectively.

(2) Represents our 50.1% investment in the MGM Grand/Mandalay Bay JV prior to the MGM Grand/Mandalay Bay JV Interest Acquisition on January 9, 2023, which was accounted for as an equity method investment.

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Investments in Leases

The following table details the components of our income from sales-type leases and lease financing receivables:


	Year Ended December 31,
(In thousands)	2023		2022		2021
Income from sales-type leases - fixed rent	$	1,892,534	$	1,436,945	$	1,161,655
Income from sales-type leases - contingent rent (1)	87,644		27,300		6,317

Income from lease financing receivables - fixed rent	1,430,246		995,383		243,008
Income from lease financing receivables - contingent rent (1)	10,509		1,673		—
Total lease revenue	3,420,933		2,461,301		1,410,980
Non-cash adjustment (2)	(515,556)		(337,631)		(119,790)
Total contractual lease revenue	$	2,905,377	$	2,123,670	$	1,291,190

(1) At lease inception (or upon modification), we determine the minimum lease payments under ASC 842, which exclude amounts determined to be contingent rent. Contingent rent is generally amounts in excess of specified floors or the variable rent portion of our leases. The minimum lease payments are recognized on an effective interest basis at a constant rate of return over the life of the lease and the contingent rent portion of the lease payments are recognized as earned, both in accordance with ASC 842.

(2) Amounts represent the non-cash adjustment to the minimum lease payments from sales-type leases and lease financing receivables in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases.

At December 31, 2023, minimum lease payments owed to us for each of the five succeeding years and thereafter under sales-type leases and our leases accounted for as financing receivables, are as follows:


	Minimum Lease Payments (1) (2)
	Investments in Leases
(In thousands)	Sales-Type		Financing Receivables		Total
2024	$	1,682,826	$	1,233,178	$	2,916,004
2025	1,712,651		1,255,549		2,968,200
2026	1,738,942		1,278,819		3,017,761
2027	1,766,012		1,302,657		3,068,669
2028	1,794,287		1,327,211		3,121,498
Thereafter	77,503,679		89,787,503		167,291,182
Total	$	86,198,397	$	96,184,917	$	182,383,314

Weighted Average Lease Term (2)	38.5 years		48.8 years		43.0 years

(1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under our lease agreements.

(2) The minimum lease payments and weighted average remaining lease term includes the non-cancelable lease term and any tenant renewal options that we determined were reasonably assured, consistent with our conclusions under ASC 842 and ASC 310.

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Lease Provisions

As of December 31, 2023 we owned 93 assets leased under 20 separate lease agreements with our tenants, certain of which are master lease agreements governing multiple properties and certain of which are for single assets. Our lease agreements are generally long-term in nature with initial terms ranging from 15 to 32 years and are structured with several tenant renewal options extending the term of the lease for another 5 to 30 years. All of our lease agreements provide for annual base rent escalations, which 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 CPI in the later years, which may be subject to a maximum CPI-based cap with respect to each annual rent increase. Additionally, certain of our lease agreements provide for a variable rent component in which a portion of the annual rent, generally 20%, are subject to adjustment based on the revenues of the underlying asset in specified periods.

The following is a summary of the material lease provisions of our leases with Caesars and MGM, our two most significant tenants:


($ In thousands)	MGM Master Lease	Caesars Regional Master Lease and Joliet Lease	Caesars Las Vegas Master Lease	MGM Grand/Mandalay Bay Lease
Lease Provision
Initial term	25 years	18 years	18 years	30 years
Initial term maturity	4/30/2047	7/31/2035	7/31/2035	2/28/2050
Renewal terms	Three, 10-year terms	Four, 5-year terms	Four, 5-year terms	Two, 10-year terms
Current lease year	5/1/23-4/30/24 (Lease Year 2)	11/1/23 - 10/31/24 (Lease Year 7)	11/1/23 - 10/31/24 (Lease Year 7)	3/1/23 - 2/29/24 (Lease Year 4)
Current annual rent	$744,600	$728,407 (1)	$469,219	$309,873
Annual escalator (2)	Lease years 2-10 - 2% Lease years 11-end of term - >2% / change in CPI (capped at 3%)	Lease years 2-5 - 1.5% Lease years 6-end of term - >2.0% / change in CPI	> 2% / change in CPI	Lease years 2-15 - 2% Lease years 16-end of term - >2% / change in CPI (capped at 3%)
Variable rent adjustment (3)	None	Year 8: 70% base rent / 30% variable rent Years 11 & 16: 80% base rent / 20% variable rent	Years 8, 11 & 16: 80% base rent / 20% variable rent	None
Variable rent adjustment calculation	None	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 Year 11: Avg. of years 8-10 less avg. of years 5-7 Year 16: Avg. of years 13-15 less avg. of years 8-10	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 Year 11: Avg. of years 8-10 less avg. of years 5-7 Year 16: Avg. of years 13-15 less avg. of years 8-10	None

(1) Current annual rent with respect to the Joliet Lease is presented prior to accounting for the non-controlling interest, or rent payable, to the 20% third-party ownership of Harrah’s Joliet LandCo LLC. After adjusting for the 20% non-controlling interest, combined current annual rent under the Caesars Regional Master Lease and Joliet Lease is $719.0 million.

(2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP.

(3) Variable rent is not subject to the escalator.

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Capital Expenditure Requirements

We manage our residual asset risk through protective covenants in our lease agreements, which require the tenant to, among other things, hold specific insurance coverage, engage in ongoing maintenance of the property and invest in capital improvements. With respect to the capital improvements, the lease agreements specify certain minimum amounts that our tenants must spend on capital expenditures that constitute installation, restoration and repair or other improvements of items with respect to the leased properties. The following table summarizes the capital expenditure requirements of our gaming tenants under their respective lease agreements:


Provision	Caesars Regional Master Lease and Joliet Lease	Caesars Las Vegas Master Lease	MGM Grand/Mandalay Bay Lease	Venetian Lease	All Other Gaming Leases (1)
Yearly minimum expenditure	1% of net revenues (2)	1% of net revenues (2)	3.5% of net revenues based on 5-year rolling test, 1.5% monthly reserves	2% of net revenues based on rolling three-year basis	1% of net revenues
Rolling three-year minimum (3)	$286 million	$84 million	N/A	N/A	N/A

(1) Represents the tenants under our other gaming lease agreements not specifically outlined in the table, as specified in their respective lease agreements.

(2) The leases with Caesars require a $107.5 million floor on annual capital expenditures for Caesars Palace Las Vegas, Joliet and the Caesars Regional Master Lease properties in the aggregate. Additionally, annual building & improvement capital improvements must be equal to or greater than 1% of prior year net revenues.

(3) Certain tenants under our leases with Caesars, as applicable, are required to spend $380.3 million on capital expenditures (excluding gaming equipment) over a rolling three-year period, with $286.0 million allocated to the regional assets, $84.0 million allocated to Caesars Palace Las Vegas and the remaining balance of $10.3 million to facilities (other than the Harrah’s Las Vegas Facility) covered by any Caesars Lease in such proportion as such tenants may elect. Additionally, the tenants under the Caesars Regional Master Lease and Joliet Lease are required to expend a minimum of $531.9 million on capital expenditures (including gaming equipment) across certain of its affiliates and other assets, together with the $380.3 million requirement.

Investments in Loans and Securities

The following is a summary of our investments in loans and securities as of December 31, 2023 and 2022:


($ In thousands)	December 31, 2023
Investment	Principal Balance		Carrying Value (1)		Future Funding Commitments (2)		Weighted Average Interest Rate (3)		Weighted Average Term (4)
Senior Secured Notes (5)	$	85,000	$	73,818	$	—	11.00	%	7.3 years
Senior Secured Loans (6)	392,250		386,274		476,395		7.3	%	5.4 years
Mezzanine Loans and Preferred Equity	698,861		684,085		278,848		9.8	%	4.6 years



Total	$	1,176,111	$	1,144,177	$	755,243	9.0	%	5.1 years


($ In thousands)	December 31, 2022
Investment	Principal Balance		Carrying Value (1)		Future Funding Commitments (2)		Weighted Average Interest Rate		Weighted Average Term (3)
Senior Secured Loans	$	495,901	$	492,895	$	584,049	7.8	%	3.2 years
Mezzanine Loans	196,597		192,898		514,882		9.1	%	4.3 years



Total	$	692,498	$	685,793	$	1,098,931	8.2	%	3.5 years

(1) Carrying value includes unamortized loan origination costs and are net of allowance for credit losses.

(2) Our future funding commitments are subject to our borrowers' compliance with the financial covenants and other applicable provisions of each respective loan agreement.

(3) The weighted average interest rate is based on current outstanding principal balance and SOFR, as applicable for floating rate loans, as of December 31, 2023.

(4) Assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date.

(5) Represents our investment in the Hard Rock Ottawa Notes, which are accounted for as held-to-maturity securities.

(6) On May 1, 2023, the Caesars Forum Convention Center mortgage loan, representing $400.0 million in principal balance of our senior secured loans, was repaid in full.

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Note 5 — Allowance for Credit Losses

Under ASC 326, we are required to estimate and record non-cash credit losses related to our historical and any future investments in sales-type leases, lease financing receivables, loans and securities classified as held-to-maturity. The following tables detail the allowance for credit losses as of December 31, 2023 and December 31, 2022:


	December 31, 2023
($ In thousands)	Amortized Cost		Allowance (1)		Net Investment		Allowance as a % of Amortized Cost
Investments in leases - sales-type	$	23,717,060	$	(701,129)	$	23,015,931	2.96	%
Investments in leases - financing receivables	18,914,734		(703,632)		18,211,102		3.72	%
Investments in loans and securities	1,173,949		(29,772)		1,144,177		2.54	%
Other assets - sales-type sub-leases	866,052		(18,722)		847,330		2.16	%
Totals	$	44,671,795	$	(1,453,255)	$	43,218,540	3.25	%


	December 31, 2022
($ In thousands)	Amortized Cost		Allowance		Net Investment		Allowance as a % of Amortized Cost
Investments in leases - sales-type	$	17,742,712	$	(570,387)	$	17,172,325	3.21	%
Investments in leases - financing receivables	17,467,477		(726,707)		16,740,770		4.16	%
Investments in loans and securities	692,658		(6,865)		685,793		0.99	%
Other assets - sales-type sub-leases	784,259		(19,750)		764,509		2.52	%
Totals	$	36,687,106	$	(1,323,709)	$	35,363,397	3.61	%

(1) The total allowance excludes the CECL allowance for unfunded commitments of our loans and for unfunded commitments made to our tenants to fund the development and construction of improvements at our properties. As of December 31, 2023 and December 31, 2022, such allowance is $19.1 million and $45.1 million, respectively, and is recorded in Other liabilities.

The following chart reflects the roll-forward of the allowance for credit losses on our real estate portfolio for the years ended December 31, 2023, 2022 and 2021:


	Year Ended December 31,
(In thousands)	2023		2022		2021
Beginning Balance January 1,	$	1,368,819	$	534,325	$	553,879

Initial allowance from current period investments	293,033		573,624		1,725
Current period change in credit allowance	(189,466)		260,870		(21,279)
Charge-offs	—		—		—
Recoveries	—		—		—
Ending Balance December 31,	$	1,472,386	$	1,368,819	$	534,325

During the year ended December 31, 2023, we recognized a $103.6 million increase in our allowance for credit losses primarily driven by the following:

Initial CECL allowances of $279.0 million on our $4.1 billion property acquisition activity and $14.0 million on our $698.2 million of loan origination activity during such period; and
A net increase as a result of standard annual updates to the CECL model used and certain related inputs, including the Long-Term Period probability of default, or PD.
This increase was partially offset by an overall decrease in the reasonable and supportable period, or R&S Period PD of our tenants and their parent guarantors (as applicable) as a result of their market performance during the year and changes in the macroeconomic model used to scenario condition such inputs.

During the year ended December 31, 2022, we recognized a $834.5 million increase in our allowance for credit losses primarily driven by the following:

Initial CECL allowances of $540.5 million on our $21.6 billion of property acquisition activity and $33.1 million on our $1.2 billion loan origination activity during such period;

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An increase in the R&S Period PD of our tenants and their parent guarantors (as applicable) as a result of their market performance during the year and changes in the macroeconomic model used to scenario condition such inputs; and
A net increase as a result of standard annual updates to the CECL model used and certain related inputs, including the Long-Term Period PD.
These increases were partially offset by a decrease in the Long-Term Period PD, due to an upgrade of the credit rating of the senior secured debt used to determine the Long-Term Period PD for one of our tenants.

During the year ended December 31, 2021, we recognized a $19.6 million decrease in our allowance for credit losses primarily driven by the following:

The decrease in the R&S Period PD of our tenants or borrowers and their parent guarantors as a result of an improvement in their economic outlook due to the reopening of all of their gaming operations and relative performance of such operations during 2021 and changes in the macroeconomic model used to scenario condition such input;
The decrease in the Long-Term Period PD due to an upgrade of the credit rating of the senior secured debt used to determine the Long-Term Period PD for one of our tenants during 2021; and
A net decrease as a result of standard annual updates to the CECL model used and certain related inputs, including the Long-Term Period PD.

Credit Quality Indicators

We assess the credit quality of our investments through the credit ratings of the senior secured debt of the guarantors of our leases, as we believe that our lease agreements have a similar credit profile to a senior secured debt instrument. The credit quality indicators are reviewed by us on a quarterly basis as of quarter-end. In instances where the guarantor of one of our lease agreements does not have senior secured debt with a credit rating, we use either a comparable proxy company or the overall corporate credit rating, as applicable. We also use this credit rating to determine the Long-Term Period PD when estimating credit losses for each investment.

The following tables detail the amortized cost basis of our investments by the credit quality indicator we assigned to each lease or loan guarantor as of December 31, 2023, 2022 and 2021:


	December 31, 2023
(In thousands)	Ba2		Ba3		B1		B2		B3		N/A(2)		Total
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1)	$	4,317,380	$	32,976,433	$	3,682,802	$	881,917	$	1,316,817	$	1,496,446	$	44,671,795


	December 31, 2022
(In thousands)	Ba2		Ba3		B1		B2		B3		N/A(2)		Total
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1)	$	4,247,315	$	28,095,234	$	2,594,203	$	875,749	$	581,973	$	292,632	$	36,687,106


	December 31, 2021
(In thousands)	Ba2		Ba3		B1		B2		B3		N/A(2)		Total
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1)	$	—	$	951,033	$	14,888,770	$	868,629	$	279,579	$	98,739	$	17,086,749

*(1)*Excludes the CECL allowance for unfunded commitments recorded in Other liabilities as such commitments are not currently reflected on our Balance Sheets, rather the CECL allowance is based on our current best estimate of future funding commitments.

*(2)*We estimate the CECL allowance for our loan investments using a traditional commercial real estate model based on standardized credit metrics to estimate potential losses.

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Note 6 — Other Assets and Other Liabilities

Other Assets

The following table details the components of our other assets as of December 31, 2023 and 2022:


(In thousands)	December 31, 2023		December 31, 2022
Sales-type sub-leases, net (1)	$	847,330	$	764,509
Property and equipment used in operations, net	66,946		67,209
Right of use assets and sub-lease right of use assets	38,345		45,008
Debt financing costs	11,332		18,646
Deferred acquisition costs	10,087		12,834
Other receivables	9,660		6,474
Deferred income taxes	9,423		—
Interest receivable	9,351		6,911
Tenant receivables	6,236		5,498
Prepaid expenses	4,728		7,348
Forward-starting interest rate swaps	1,563		—
Other	329		1,891
Total other assets	$	1,015,330	$	936,328

(1) As of December 31, 2023 and December 31, 2022, sales-type sub-leases are net of $18.7 million and $19.8 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of December 31, 2023 and 2022:


(In thousands)	December 31, 2023		December 31, 2022
Land and land improvements	$	60,461	$	60,332
Buildings and improvements	15,727		15,125
Furniture and equipment	12,432		9,563
Total property and equipment used in operations	88,620		85,020
Less: accumulated depreciation	(21,674)		(17,811)
Total property and equipment used in operations, net	$	66,946	$	67,209


	Year Ended December 31,
(In thousands)	2023		2022		2021
Depreciation expense	$	4,298	$	3,182	$	3,091

Other Liabilities

The following table details the components of our other liabilities as of December 31, 2023 and 2022:


(In thousands)	December 31, 2023		December 31, 2022
Finance sub-lease liabilities	$	866,052	$	784,259
Deferred financing liabilities	73,600		73,600
Lease liabilities and sub-lease liabilities	38,345		45,039
CECL allowance for unfunded commitments	19,131		45,110
Derivative liability	11,218		—
Deferred income taxes	4,506		4,339
Other	250		125
Total other liabilities	$	1,013,102	$	952,472

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7 — Debt

The following tables detail our debt obligations (each as defined in the column titled “Description of Debt”) as of December 31, 2023 and 2022:


($ In thousands)	December 31, 2023
Description of Debt	Maturity	Interest Rate	Principal Amount		Carrying Value(1)
Revolving Credit Facility
USD Borrowings (2)	March 31, 2026	SOFR + 1.05%	$	—	$	—
CAD Borrowings (2) (3)	March 31, 2026	CDOR + 1.05%	162,346		162,346
GBP Borrowings (2) (3)	March 31, 2026	SONIA + 1.05%	11,458		11,458
MGM Grand/Mandalay Bay CMBS Debt	March 5, 2032	3.558%	3,000,000		2,773,758
November 2019 Notes
2026 Maturity	December 1, 2026	4.250%	1,250,000		1,241,678
2029 Maturity	December 1, 2029	4.625%	1,000,000		990,531
February 2020 Notes
2025 Maturity	February 15, 2025	3.500%	750,000		747,364
2027 Maturity	February 15, 2027	3.750%	750,000		744,762
2030 Maturity	August 15, 2030	4.125%	1,000,000		990,111
April 2022 Notes
2025 Maturity	May 15, 2025	4.375%	500,000		497,864
2028 Maturity	February 15, 2028	4.516% (4)	1,250,000		1,239,594
2030 Maturity	February 15, 2030	4.541% (4)	1,000,000		989,347
2032 Maturity	May 15, 2032	3.980% (4)	1,500,000		1,482,836
2052 Maturity	May 15, 2052	5.625%	750,000		735,854
Exchange Notes
2024 Maturity	May 1, 2024	5.625%	1,024,169		1,025,431
2025 Maturity	June 15, 2025	4.625%	799,368		790,019
2026 Maturity	September 1, 2026	4.500%	480,524		467,728
2027 Maturity	February 1, 2027	5.750%	729,466		736,277
2028 Maturity	January 15, 2028	4.500%	349,325		339,043
2029 Maturity	February 15, 2029	3.875%	727,114		670,939
MGP OP Notes
2024 Maturity	May 1, 2024	5.625%	25,831		25,849
2025 Maturity	June 15, 2025	4.625%	632		622
2026 Maturity	September 1, 2026	4.500%	19,476		18,792
2027 Maturity	February 1, 2027	5.750%	20,534		20,523
2028 Maturity	January 15, 2028	4.500%	675		646
2029 Maturity	February 15, 2029	3.875%	22,886		20,753
Total Debt		4.351% (5)	$	17,123,804	$	16,724,125

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


($ In thousands)	December 31, 2022
Description of Debt	Maturity	Interest Rate	Principal Amount		Carrying Value(1)
Revolving Credit Facility (2)	March 31, 2026	SOFR + 1.05%	$	—	$	—
Delayed Draw Term Loan (6)	March 31, 2025	SOFR +1.20%	—		—
November 2019 Notes
2026 Maturity	December 1, 2026	4.250%	1,250,000		1,238,825
2029 Maturity	December 1, 2029	4.625%	1,000,000		988,931
February 2020 Notes
2025 Maturity	February 15, 2025	3.500%	750,000		745,020
2027 Maturity	February 15, 2027	3.750%	750,000		743,086
2030 Maturity	August 15, 2030	4.125%	1,000,000		988,626
April 2022 Notes
2025 Maturity	May 15, 2025	4.375%	500,000		496,314
2028 Maturity	February 15, 2028	4.516% (4)	1,250,000		1,237,082
2030 Maturity	February 15, 2030	4.541% (4)	1,000,000		987,618
2032 Maturity	May 15, 2032	3.980% (4)	1,500,000		1,480,799
2052 Maturity	May 15, 2052	5.625%	750,000		735,360
Exchange Notes
2024 Maturity	May 1, 2024	5.625%	1,024,169		1,029,226
2025 Maturity	June 15, 2025	4.625%	799,368		783,659
2026 Maturity	September 1, 2026	4.500%	480,524		463,018
2027 Maturity	February 1, 2027	5.750%	729,466		738,499
2028 Maturity	January 15, 2028	4.500%	349,325		336,545
2029 Maturity	February 15, 2029	3.875%	727,114		660,489
MGP OP Notes
2024 Maturity	May 1, 2024	5.625%	25,831		25,901
2025 Maturity	June 15, 2025	4.625%	632		615
2026 Maturity	September 1, 2026	4.500%	19,476		18,542
2027 Maturity	February 1, 2027	5.750%	20,534		20,520
2028 Maturity	January 15, 2028	4.500%	675		639
2029 Maturity	February 15, 2029	3.875%	22,886		20,361
Total Debt		4.496% (5)	$	13,950,000	$	13,739,675

*(1)*Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt.

*(2)*Borrowings under the Revolving Credit Facility bear interest at a rate based on a credit rating-based pricing grid with a range of 0.775% to 1.325% margin plus SOFR (or CDOR or SONIA, as applicable), depending on our credit ratings, with an additional 0.10% adjustment. Additionally, the commitment fees under the Revolving Credit Facility are calculated on a credit rating-based pricing grid with a range of 0.15% to 0.375%, for both instruments depending on our credit ratings. For the year ended December 31, 2023, the commitment fees for the Revolving Credit Facility was 0.375%.

*(3)*On January 3, 2023, we drew on the Revolving Credit Facility in the amount of C$140.0 million to fund a portion of the purchase price of the PURE Canadian Gaming Transaction. On August 31, 2023, we drew on the Revolving Credit Facility in the amount of C$75.0 million to fund a portion of the purchase price of the Century Canadian Portfolio Transaction. On October 24, 2023, we drew on the Revolving Credit Facility in the amount of £9.0 million to fund the Cabot Highlands Loan. The balances above are inclusive of foreign currency remeasurement.

*(4)*Interest rates represent the contractual interest rates adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 - Derivatives**). The contractual interest rates on the April 2022 Notes maturing 2028, 2030 and 2032 are 4.750%, 4.950% and 5.125%, respectively.

*(5)*The interest rate represents the weighted average interest rates of the outstanding debt adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 - Derivatives**), as applicable. The contractual weighted average interest rate as of December 31, 2023, which excludes the impact of the forward-starting interest rate swaps and treasury locks, was 4.49%.

*(6)*The Delayed Draw Term Loan was available to be drawn up to 12 months following the effective date of February 8, 2022. On February 8, 2023, the Delayed Draw Term Loan facility expired undrawn in accordance with its terms.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table is a schedule of future minimum payments of our debt obligations as of December 31, 2023:


(In thousands)	Future Minimum Payments
2024	$	1,050,000
2025	2,050,000
2026	1,923,804
2027	1,500,000
2028	1,600,000
Thereafter	9,000,000
Total minimum repayments	$	17,123,804

Senior Unsecured Notes

As set forth in the above table, our outstanding senior unsecured notes consist of (i) $2.25 billion aggregate principal amount of November 2019 Senior Notes issued on November 26, 2019, (ii) $2.5 billion aggregate principal amount of February 2020 Notes issued on February 5, 2020, (iii) $5.0 billion aggregate principal amount of April 2022 Notes issued on April 29, 2022, (iv) approximately $4.1 billion aggregate principal amount of Exchange Notes issued on April 29, 2022, in each case issued by the VICI LP and VICI Note Co. Inc., and (v) approximately $90.0 million aggregate principal amount of MGP OP Notes, which were originally issued by MGM Growth Properties Operating Partnership LP and a co-issuer and remain outstanding following the issuance of the Exchange Notes pursuant to the exchange offer and consent solicitation for the then-outstanding MGP OP Notes, which settled in connection with the completion of our acquisition of MGP on April 29, 2022 (collectively, the “Senior Unsecured Notes”). Subject to the terms and conditions of the respective indentures, each series of Senior Unsecured Notes is redeemable at our option, in whole or in part, at any time for a specified period prior to the maturity date of such series at the redemption prices set forth in the respective indenture governing such series. In addition, we may redeem some or all of such notes prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium.

Guarantee and Financial Covenants

None of the Senior Unsecured Notes are guaranteed by any subsidiaries of VICI LP. The Exchange Notes, the MGP OP Notes and the April 2022 Notes benefit from a pledge of the limited partnership interests of VICI LP directly owned by VICI OP (the “Limited Equity Pledge”). The Limited Equity Pledge has also been granted in favor of (i) the administrative agent and the lenders under the Credit Agreement and (ii) the trustee under the indentures governing, and the holders of, the November 2019 Notes and the February 2020 Notes.

Pursuant to the terms of the respective indentures, in the event that the November 2019 Notes, February 2020 Notes and Exchange Notes (i) are rated investment grade by at least two of S&P, Moody’s and Fitch and (ii) no default or event of default has occurred and is continuing under the respective indentures, VICI LP and its restricted subsidiaries will no longer be subject to certain of the restrictive covenants under such indentures. On April 18, 2022, the November 2019 Notes, February 2020 Notes and Exchange Notes were rated investment grade by each of S&P and Fitch and VICI LP notified the trustee of such Suspension Date (as defined in the indentures). Accordingly, VICI LP and its restricted subsidiaries are no longer subject to certain of the restrictive covenants under such indentures, but are subject to a maintenance covenant requiring VICI LP and its restricted subsidiaries to maintain a certain total unencumbered assets to unsecured debt ratio. In the event that the November 2019 Notes, February 2020 Notes and Exchange Notes are no longer rated investment grade by at least two of S&P, Moody’s and Fitch, then VICI LP and its restricted subsidiaries will again be subject to all of the covenants of the respective indentures, as applicable, but will no longer be subject to the maintenance covenant.

The indenture governing the April 2022 Notes contains certain covenants that limit the ability of VICI LP and its subsidiaries to incur secured and unsecured indebtedness and VICI LP to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, VICI LP is required to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unsecured Credit Facilities

On February 8, 2022, we entered into a credit agreement 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 Agreement”), providing for (i) a revolving credit facility in the amount of $2.5 billion scheduled to mature on March 31, 2026 (“Revolving Credit Facility”) and (ii) a delayed draw term loan in the amount of $1.0 billion scheduled to mature on March 31, 2025 (“Delayed Draw Term Loan”). The Delayed Draw Term Loan was available to be drawn up to 12 months following the effective date of February 8, 2022 and expired undrawn on February 8, 2023 in accordance with its terms.

The Revolving Credit Facility includes two six-month maturity extension options the exercise of which is subject to customary conditions and the payment of an extension fee of 0.0625% on the extended commitments. Additionally, the Revolving Credit Facility includes the option to increase the revolving loan commitments by up to $1.0 billion to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions. On July 15, 2022, the Credit Agreement was amended pursuant to a First Amendment among VICI LP and the lenders party thereto, in order to permit borrowings under the Revolving Credit Facility in certain foreign currencies in an aggregate principal amount of up to the equivalent of $1.25 billion. On August 4, 2023, the Credit Agreement was amended pursuant to a Second Amendment among VICI LP and the lenders party thereto, in order to replace certain of the participating lenders.

Borrowings under the Revolving Credit Facility bear interest, at VICI LP’s option, at a benchmark rate based on SOFR (or CDOR for Canadian dollars or SONIA for Sterling) (including a credit spread adjustment) plus a margin ranging from 0.775% to 1.325% or a base rate (or Canadian prime rate for Canadian dollars) plus a margin ranging from 0.00% to 0.325%, in each case, with the actual margin determined according to VICI LP’s debt ratings. The base rate is the highest of (i) the prime rate of interest last quoted by the Wall Street Journal in the U.S. then in effect, (ii) the NYFRB rate from time to time plus 0.5% and (iii) the SOFR rate for a one-month interest period plus 1.0%, subject in each case to a floor of 1.0%. The Canadian prime rate is the highest of (i) the PRIMCAN Index rate and (ii) the average rate for thirty day Canadian Dollar bankers’ acceptance quoted by Reuters plus 1.0%, subject in each case to a floor of 1.0%. In addition, the Revolving Credit Facility requires the payment of a facility fee ranging from 0.15% to 0.375% (depending on VICI LP’s debt rating) of total revolving commitments.

Pursuant to the terms of the Credit Agreement, VICI LP is subject to, among other things, customary covenants and the maintenance of various financial covenants. The Credit Agreement is consistent with certain tax-related requirements related to security for the Company’s debt.

Our draw and repayment activity for the Revolving Credit Facility during the years ended December 31, 2023 and 2022 is set forth below:

On October 24, 2023, we drew on the Revolving Credit Facility in the amount of £9.0 million (approximately US$10.9 million based on the exchange rate at the time of funding) to fund the Cabot Highlands Loan.
On August 31, 2023, we drew on the Revolving Credit Facility in the amount of C$75.0 million (approximately US$55.0 million based on the exchange rate at the time of the acquisition) to fund a portion of the purchase price of the Century Canadian Portfolio Transaction.
On January 3, 2023, we drew on the Revolving Credit Facility in the amount of C$140.0 million (approximately US$103.4 million based on the exchange rate at the time of the acquisition) to fund a portion of the purchase price of the PURE Canadian Gaming Transaction.
On February 18, 2022, we drew on the Revolving Credit Facility in the amount of $600.0 million to fund a portion of the purchase price of the acquisition of the Venetian Resort, which closed on February 23, 2022 (“Venetian Acquisition”). On April 29, 2022, we repaid the outstanding balance of the Revolving Credit Facility using the proceeds from the April 2022 Notes offering.

Senior Secured Credit Facilities

In December 2017, VICI Properties 1 LLC (“VICI PropCo”) entered into a credit agreement (as amended, amended and restated and otherwise modified, the “2017 Credit Agreement”), comprised of a $2.2 billion seven-year senior secured first lien term loan facility (“Term Loan B Facility”) and a $1.0 billion secured revolving credit facility (the Term Loan B Facility and the secured revolving credit facility, as amended, are referred to together as the “Senior Secured Credit Facilities”). The Term Loan B Facility was repaid in full on September 15, 2021, resulting in recognition of a loss on extinguishment of debt of $15.6 million during the year ended December 31, 2021, representing the write-off of the remaining unamortized deferred financing costs. On February 8, 2022, we terminated the secured revolving credit facility (including the first priority lien on

F - 41

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

substantially all of VICI PropCo’s material assets and those of its existing and subsequently acquired wholly owned material domestic restricted subsidiaries) and the 2017 Credit Agreement and entered into the Credit Agreement, as described above.

MGM Grand/Mandalay Bay CMBS Debt

On January 9, 2023, as a result of the MGM Grand/Mandalay Bay JV Interest Acquisition, we consolidated the assets and liabilities of the MGM Grand/Mandalay Bay JV, which includes the $3.0 billion in principal amount of outstanding CMBS debt (the “MGM Grand/ Mandalay Bay CMBS Debt”). The MGM Grand/Mandalay Bay CMBS Debt was originally incurred on February 14, 2020 pursuant to a loan agreement (as amended from time to time, the “MGM Grand/Mandalay Bay CMBS Loan Agreement”), and is secured primarily by mortgages on certain affiliates of the MGM Grand/Mandalay Bay JV’s fee interest in the real estate assets related to the MGM Grand Las Vegas and the Mandalay Bay Resort and Casino. The MGM Grand/Mandalay Bay CMBS Debt matures in March 2032 and bears interest at 3.558% per annum until March 2030 at which time the rate can change in accordance with the terms of the MGM Grand Mandalay Bay CMBS Loan Agreement until maturity. The MGM Grand/Mandalay Bay CMBS Loan Agreement contains certain customary affirmative and negative covenants and events of default, including, among other things, restrictions on the ability of the MGM Grand/Mandalay Bay JV and certain of its affiliates to incur additional debt and transfer, pledge or assign certain equity interests or its assets, and covenants requiring certain affiliates of the MGM Grand/Mandalay Bay JV to exist as “special purpose entities,” maintain certain ongoing reserve funds and comply with other customary obligations for commercial mortgage-backed securities loan financings.

Bridge Facilities

In connection with our acquisitions, from time to time, we enter into agreements with certain lenders pursuant to which they provide financing commitments, typically consisting of a 364-day first lien secured bridge facility, for the purpose of providing all or a portion of financing necessary in connection with the closing of such transactions. A description of our previous bridge facilities is included below:

MGP Transactions Bridge Facility: On August 4, 2021, VICI PropCo entered into a Commitment Letter with certain lenders pursuant to which they provided commitments in an amount up to $9.3 billion in the aggregate for the purpose of providing a portion of the financing necessary in connection with the closing of the MGP Transactions, which was fully terminated on April 29, 2022 in connection with such closing.
Venetian Acquisition Bridge Facility: On March 2, 2021, VICI PropCo entered into a Commitment Letter with certain lenders pursuant to which they provided commitments in an amount up to $4.0 billion in the aggregate for the purpose of providing a portion of the financing necessary to fund the consideration in connection with the closing of the Venetian Acquisition, which was fully terminated on February 23, 2022 in connection with such closing.

In each case the commitments were subject to a tiered commitment fee based on the period the respective commitment was outstanding and a structuring fee. The following table shows the amount of such fees recognized in Interest expense on our Statement of Operations for the years ended December 31, 2023, 2022 and 2021:


	Year Ended December 31,
(In thousands)	2023		2022		2021
MGP Transactions Bridge Facility	$	—	$	15,338	$	38,762
Venetian Acquisition Bridge Facility	—		968		16,387

Financial Covenants

As described above, our debt obligations are subject to certain customary financial and protective covenants that restrict VICI LP, VICI PropCo and its subsidiaries’ ability to incur additional debt, sell certain asset and restrict certain payments, among other things. These covenants are subject to a number of exceptions and qualifications, including the ability to make restricted payments to maintain our REIT status. At December 31, 2023, we are in compliance with all financial covenants under our debt obligations.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8 — Derivatives

Forward-Starting Derivatives

From March through December 2023, we entered into seven forward-starting interest rate swap agreements with an aggregate notional amount of $500.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance of $500.0 million of senior unsecured notes. We hedged our exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending December 2024. The forward-starting interest rate swaps are designated as cash-flow hedges.

The following tables detail our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2023. As of December 31, 2022, there were no derivative instruments outstanding.


($ in thousands)	December 31, 2023
Instrument	Number of Instruments	Weighted Average Rate	Notional	Index	Maturity
Forward-starting interest rate swap	7	3.6685%	$500,000	USD SOFR- COMPOUND	March 6, 2034

From December 2021 through April 2022, we entered into five forward-starting interest rate swap agreements with an aggregate notional amount of $2.5 billion and two U.S. Treasury Rate Lock agreements with an aggregate notional amount of $500.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $3.0 billion of long-term debt. The forward-starting interest rate swaps and treasury locks were designated as cash-flow hedges. In April 2022, in connection with the April 2022 Notes offering, we settled the outstanding forward-starting interest rate swaps for total net proceeds of $202.3 million and the treasury locks for total net proceeds of $4.5 million. Since the forward-starting swaps and treasury locks were hedging the interest rate risk on the April 2022 Notes, the unrealized gain in Accumulated other comprehensive income will be amortized over the term of the respective derivative instruments, which matches that of the underlying note, as a reduction in interest expense.

The following table presents the effect of our forward-starting derivative financial instruments on our Statement of Operations:


	Year Ended December 31,
(In thousands)	2023		2022		2021
Unrealized (loss) gain recorded in other comprehensive income	$	(9,655)	$	200,550	$	—
Reduction in interest expense related to the amortization of the forward-starting interest rate swaps and treasury locks	(24,148)		(16,233)		—

Net Investment Hedges

The C$140.0 million, C$75.0 million and £9.0 million draws on the Revolving Credit Facility in connection with the PURE Canadian Gaming Transaction, Century Canadian Portfolio Transaction and Cabot Highlands loan, respectively, reduce the impact of exchange rate variations associated with our investments in such entities, and, accordingly, has been designated as a hedge of the net investment in the PURE Canadian Gaming entities, Century Canadian Portfolio entities and Cabot Highlands entity, respectively. As non-derivative net investment hedges, the impact of changes in foreign currency exchange rates on the principal balances are recognized as a cumulative translation adjustment within accumulated other comprehensive income. For the year ended December 31, 2023, we recognized $6.2 million in unrealized losses related to such net investment hedges, which were recorded as a component of Foreign currency translation adjustments in the Statement of Operations.

Interest Rate Swaps

In April 2018 and January 2019, we entered into six interest rate swap agreements with third party financial institutions having an aggregate notional amount of $2.0 billion which were designated as cash flow hedges that effectively fixed the LIBOR component of the interest rate on a portion of the outstanding debt under the Term Loan B Facility. On September 15, 2021, in connection with the full repayment of the Term Loan B Facility, we unwound and settled all of our outstanding interest rate swap agreements resulting in a cash payment of $66.9 million, inclusive of accrued interest of $2.7 million. The full amount held in Other comprehensive income, $64.2 million, was immediately reclassified to Interest expense.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the effect of our interest rate swaps on our Statement of Operations:


	Year Ended December 31,
(In thousands)	2023		2022		2021
Unrealized gain recorded in other comprehensive income	$	—	$	—	$	29,166
Interest from interest rate swaps recorded in interest expense	—		—		29,960
Interest rate swap settlement recorded in interest expense	—		—		64,239

Note 9 — Fair Value

The following tables summarize our assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022:


	December 31, 2023
			Fair Value
(In thousands)	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Derivative instruments - forward-starting interest rate swap (1)	$	1,563	$	—	$	1,563	$	—
Financial liabilities:
Derivative instruments - forward-starting interest rate swap (1)	$	11,218	$	—	$	11,218	$	—


	December 31, 2022
			Fair Value
(In thousands)	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Short-term investments (2)	$	217,342	$	—	$	217,342	$	—

*(1)*The fair values of our interest rate swap derivative instruments were estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising interest rate curves and credit spreads, which are Level 2 measurements as defined under ASC 820.

*(2)*The carrying value of these investments is equal to their fair value due to the short-term nature of the investments as well as their credit quality.

The estimated fair values of our financial instruments at December 31, 2023 and 2022 for which fair value is only disclosed are as follows:


	December 31, 2023				December 31, 2022
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Investments in leases - financing receivables (1)	$	18,211,102	$	17,717,435	$	16,740,770	$	17,871,771
Investments in loans and securities (2)	1,144,177		1,060,249		685,793		675,456
Cash and cash equivalents	522,574		522,574		208,933		208,933

Financial liabilities:
Debt (3)
Revolving Credit Facility	$	173,804	$	173,804	$	—	$	—
MGM Grand/Mandalay Bay CMBS Debt	2,773,758		2,627,984		—		—
Senior Unsecured Notes	13,776,563		13,469,176		13,739,675		13,020,636

*(1)*Represents our asset acquisitions structured as sale leaseback transactions. In accordance with ASC 842, since the lease agreements were determined to meet the definition of a sales-type lease and control of the asset is not considered to have been transferred to us, such lease agreements are accounted for as financings under ASC 310. Except as noted below, the fair value of these assets is based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 of the fair value hierarchy. In relation to the Century Canadian Portfolio component of the Century Master Lease, the Bowlero Master Lease and the Chelsea Piers Lease, given the proximity of the date of our investment to the date of the financial statements, we determined that the fair value materially approximates the purchase price of the acquisition of these financial assets.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

*(2)*The fair value of investments in loans is based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 of the fair value hierarchy. The fair value of our senior secured notes was estimated using quoted prices for identical or similar liabilities in markets that are not active and, as such, these fair value measurements are considered Level 2 of the fair value hierarchy.

*(3)*The fair value of our debt instruments was estimated using quoted prices for identical or similar liabilities in markets that are not active and, as such, these fair value measurements are considered Level 2 of the fair value hierarchy.

Note 10 — Commitments and Contingent Liabilities

Litigation

In the ordinary course of business, from time to time, we may be subject to legal claims and administrative proceedings. As of December 31, 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.

Lease Commitments

Operating Lease Commitments. We are liable under various operating leases for: (i) land at the Cascata golf course, which expires in 2038 and has three 10-year extension options and (ii) our corporate headquarters in New York, NY, which expires in 2035 and has one five-year renewal option.
Sub-Lease Commitments. Certain of our acquisitions necessitate that we assume, as the lessee, ground and use leases that are integral to the operations of the property, the cost of which is passed to our tenants through our lease agreements, which require the tenants to pay all costs associated with such ground and use leases and provide for their direct payment to the landlord.

We have determined we are the primary obligor of certain of such ground and use leases and, accordingly, have presented these leases on a gross basis on our Balance Sheets and Statement of Operations.

For the ground and use leases determined to be operating leases, we recorded sub-lease right-of-use assets in Other assets and sub-lease liabilities in Other liabilities. For ground and lease uses determined to be finance leases, we recorded a sales-type sub-lease in Other assets and finance sub-lease liability in Other liabilities.

The following table details the balance and location in our Balance Sheets of the ground and use sub-leases as of December 31, 2023 and December 31, 2022:


(In thousands)	December 31, 2023		December 31, 2022
Others assets (operating lease and sub-leases right-of-use assets)	$	38,345	$	45,008
Other liabilities (operating lease and sub-lease liabilities)	38,345		45,039
Others assets (sales-type sub-leases, net) (1)	847,330		764,509
Other liabilities (finance sub-lease liabilities)	866,052		784,259

(1) As of December 31, 2023 and December 31, 2022, sales-type sub-leases are net of $18.7 million and $19.8 million of allowance for credit losses, respectively. Refer to Note 5 – Allowance for Credit Losses for further details.

F - 45

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Total rental expense for operating lease commitments and total rental income and rental expense for operating and Finance sub-lease commitments and contractual rent expense under these agreements were as follows:


	Year Ended December 31,
(In thousands)	2023		2022		2021
Operating leases
Rental expense (1)	$	2,004	$	2,006	$	2,009
Contractual rent	$	1,905	$	1,901	$	1,881
Operating sub-leases
Rental income and expense (2)	$	6,849	$	5,707	$	—
Contractual rent	$	6,585	$	5,338	$	—
Finance sub-leases
Rental income and expense (2)	$	58,240	$	47,819	$	22,484
Contractual rent	$	59,094	$	52,191	$	26,350

(1) Total rental expense is included in golf operations and general and administrative expenses in our Statement of Operations.

(2) Total rental income and rental expense for operating and finance sub-lease commitments are presented gross and included in Other income and Other expenses in our Statement of Operations.

The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at December 31, 2023 are as follows:


(In thousands)	Operating Lease Commitments		Operating Sub-Lease Commitments		Financing Sub-Lease Commitments
2024	$	1,347	$	6,553	$	65,538
2025	2,025		5,129		65,715
2026	2,772		3,934		65,715
2027	2,792		4,010		65,715
2028	2,814		3,034		65,800
Thereafter	23,515		2,094		2,783,264
Total minimum lease commitments	$	35,265	$	24,754	$	3,111,747
Discounting factor	20,030		1,644		2,245,695
Lease liability	$	15,235	$	23,110	$	866,052

Discount rates (1)	5.3% -7.0%		2.6% - 2.9%		5.6% - 8.3%

Weighted average remaining lease term	13.0 years		4.7 years		52.5 years

(1) The discount rates for the leases were determined based on the yield of our then current secured borrowings, adjusted to match borrowings of similar terms.

Note 11 — Stockholders' Equity

Stock

Authorized

As of December 31, 2023, we had the authority to issue 1,400,000,000 shares of stock, consisting of 1,350,000,000 shares of common stock, $0.01 par value per share and 50,000,000 shares of Preferred Stock, $0.01 par value per share.

Public Offerings

From time to time, we offer shares of our common stock through public offerings registered with the SEC. In connection with such offerings, we may issue and sell the offered shares of common stock upon settlement of the offering or, alternatively, enter into forward sale agreements with respect to all or a portion of the shares of common stock sold in such public offerings,

F - 46

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

pursuant to which the offered shares are borrowed by the forward sale purchasers and the issuance of such shares takes place upon settlement of the applicable forward sale agreement in accordance with its terms.

Forward Offerings

The following table summarizes our public offering activity subject to forward sale agreements during the years ended December 31, 2023, 2022 and 2021:


($ In thousands, except share and per share data)	Effective Date (1)	Total Shares Sold (2)	Public Offering Price Per Share		Aggregate Offering Value		Initial Forward Sale Price Per Share		Initial Net Value
2023
January 2023 Offering	January 18, 2023	30,302,500	$	33.00	$	1,000,000	$	31.85	$	964,400
2022
November 2022 Offering	November 8, 2022	18,975,000	30.90		580,000		30.57		579,600
2021
September 2021 Offering	September 14, 2021	50,000,000	29.50		1,475,000		28.62		1,431,000
March 2021 Offering	March 8, 2021	69,000,000	29.00		2,001,000		28.06		1,935,000

*(1)*All forward sale agreements require settlement within one-year of the Effective Date.

*(2)*The amounts are inclusive of shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock, which includes (i) 3,952,500 shares with respect to the January 2023 Offering, (ii) 2,475,000 shares with respect to the November 2022 Offering and (iii) 9,000,000 shares with respect to the March 2021 Offering.

As of December 31, 2023, we did not have any shares outstanding from our marketed public forward offerings subject to forward sale agreements. Refer to “Forward Settlement Activity” below for information regarding the settlement of the forward offerings.

We did not receive any proceeds from the sale of shares at the time we entered into each of the respective forward sale agreements. We determined that the forward sale agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting. We recorded the forward sale agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification.

At-the-Market Offering Program

On February 28, 2023, we entered into an equity distribution agreement, pursuant to which we may sell, from time to time, up to an aggregate sales price of $1,500.0 million of our common stock and concurrently terminated our previous equity distribution agreement (collectively under both equity distribution agreements, the “ATM Program”). Sales of common stock, if any, made pursuant to the ATM Program may be sold in negotiated transactions or transactions that are deemed to be “at the market” offerings, as defined in Rule 415 of the Securities Act. The ATM Program also provides that the Company may sell shares of its common stock under the ATM Program through forward sale contracts. Actual sales under the ATM Program will depend on a variety of factors including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs.

The following table summarizes our activity under the ATM Program during the years ended December 31, 2023, 2022 and 2021:


($ In thousands, except share and per share data)	Number of Shares	Weighted Average Share Price		Aggregate Value		Forward Sales Price Per Share		Aggregate Net Value
Year Ended December 31, 2023	21,365,397	$	30.10	$	643,045	$	29.70	$	634,594
Year Ended December 31, 2022	21,617,592	33.12		715,880		32.53		703,100
Year Ended December 31, 2021	—	—		—		—		—
Total	42,982,989	$	31.62	$	1,358,925	$	31.12	$	1,337,694

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We did not receive any proceeds from the sale of shares at the time we entered into each of the ATM Forward Sale Agreements. We determined that the ATM Forward Sale Agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting. We recorded the ATM Forward Sale Agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification.

As of December 31, 2023, we had 13.2 million forward shares outstanding under our ATM program. The net forward sales price per share of forward shares under the ATM program was $28.97 and would result in us receiving approximately $382.2 million in net cash proceeds if we were to physically settle the shares. Alternatively, if we were to cash settle the shares under ATM program, it would result in a cash inflow of $38.5 million, or, if we were to net share settle the shares under the June 2023 ATM Forward Sale Agreements, it would result in us receiving approximately 1.2 million shares.

Subsequent to the year ended December 31, 2023, we sold a total of approximately 9.7 million shares under the ATM Program at a weighted average price per share of $31.61 for an aggregate value of $305.5 million, all of which were sold subject to the ATM Forward Sale Agreement. After fees and other adjustments calculated in accordance with the forward sale agreement, the aggregate net value of $302.4 million yielded a net initial forward sales price per share of $31.30.

Forward Settlement Activity

The following table summarizes our settlement activity of the outstanding forward shares under our public offerings and the ATM Program during the years ended December 31, 2023, 2022 and 2021:


($ In thousands, except share and per share data)	Settlement Date	Settlement Type	Number of Shares Settled	Forward Share Price Upon Settlement		Total Net Proceeds
2023
January 2023 Forward Sale Agreements	Various	Physical	30,302,500	$	31.70	$	960,500
November 2022 Forward Sale Agreements	January 6, 2023	Physical	18,975,000	30.34		575,600
ATM Forward Shares	Various	Physical	29,788,250	31.75		945,700
2022
September 2021 Forward Sale Agreements	February 18, 2022	Physical	50,000,000	27.81		1,390,600
March 2021 Forward Sale Agreements	February 18, 2022	Physical	69,000,000	26.50		1,828,600
2021
June 2020 Forward Sale Agreement	September 9, 2021	Physical	26,900,000	19.59		526,900
Total			224,965,750	$	27.68	$	6,227,900

Common Stock Outstanding

The following table details the issuance of outstanding shares of common stock, including restricted common stock:


Common Stock Outstanding	2023	2022	2021
Beginning Balance January 1	963,096,563	628,942,092	536,669,722
Issuance of common stock in primary follow-on offerings	—	—	65,000,000
Issuance of common stock upon physical settlement of forward sale agreements	79,065,750	119,000,000	26,900,000
Issuance of common stock in connection with the MGP Transactions	—	214,552,532	—

Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures	540,450	601,939	372,370
Ending Balance December 31	1,042,702,763	963,096,563	628,942,092

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Distributions

Dividends declared (on a per share basis) during the years ended December 31, 2023 and 2022 were as follows:


Year Ended December 31, 2023
Declaration Date	Record Date	Payment Date	Period	Dividend
March 9, 2023	March 23, 2023	April 6, 2023	January 1, 2023 – March 31, 2023	$	0.3900
June 8, 2023	June 22, 2023	July 6, 2023	April 1, 2023 – June 30, 2023	$	0.3900
September 7, 2023	September 21, 2023	October 5, 2023	July 1, 2023 – September 30, 2023	$	0.4150
December 7, 2023	December 21, 2023	January 5, 2024	October 1, 2023 - December 31, 2023	$	0.4150


Year Ended December 31, 2022
Declaration Date	Record Date	Payment Date	Period	Dividend
March 10, 2022	March 24, 2022	April 7, 2022	January 1, 2022 - March 31, 2022	$	0.3600
June 9, 2022	June 23, 2022	July 7, 2022	April 1, 2022 - June 30, 2022	$	0.3600
September 8, 2022	September 22, 2022	October 6, 2022	July 1, 2022 - September 30, 2022	$	0.3900
December 8, 2022	December 22, 2022	January 5, 2023	October 1, 2022 - December 31, 2022	$	0.3900

Note 12 — Earnings Per Share and Earnings Per Unit

Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially dilutive securities such as stock options, unvested restricted shares, unvested performance-based restricted shares and the shares to be issued by us upon settlement of any outstanding forward sale agreements for the period such dilutive security is outstanding. The shares issuable upon settlement of any outstanding forward sale agreements, as described in Note 11 - Stockholders' Equity, are reflected in the diluted earnings per share calculations using the treasury stock method for the period outstanding prior to settlement. Under this method, the number of shares of our common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the shares under any outstanding forward sale agreements for the period prior to settlement over the number of shares of common stock that could be purchased by us in the market (based on the average market price during the period prior to settlement) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price immediately prior to settlement).

The following tables reconcile the weighted-average shares of common stock outstanding used in the calculation of basic earnings per share to the weighted-average shares of common stock outstanding used in the calculation of diluted earnings per share:


	Year Ended December 31,
(In thousands)	2023	2022	2021
Determination of shares:
Weighted-average shares of common stock outstanding	1,014,513	877,508	564,467
Assumed conversion of restricted stock	784	955	924
Assumed settlement of forward sale agreements	480	1,213	11,675
Diluted weighted-average shares of common stock outstanding	1,015,777	879,676	577,066

F - 49

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


	Year Ended December 31,
(In thousands, except per share data)	2023		2022		2021
Basic:
Net income attributable to common stockholders	$	2,513,540	$	1,117,635	$	1,013,851
Weighted-average shares of common stock outstanding	1,014,513		877,508		564,467
Basic EPS	$	2.48	$	1.27	$	1.80

Diluted:
Net income attributable to common stockholders	$	2,513,540	$	1,117,635	$	1,013,851
Diluted weighted-average shares of common stock outstanding	1,015,777		879,676		577,066
Diluted EPS	$	2.47	$	1.27	$	1.76

Earnings Per Unit

The following section presents the basic earnings per unit and diluted EPU of VICI OP, our operating partnership and the direct parent and 100% interest holder in VICI LP. VICI LP’s interests are not expressed in units. However, given that VICI OP has a unit ownership structure and the financial information of VICI OP is substantially identical with that of VICI LP, we have elected to present the EPU of VICI OP. Basic EPU is computed by dividing net income attributable to partners’ capital by the weighted-average number of units outstanding during the period. In accordance with the VICI OP limited liability company agreement, for each share of common stock issued at VICI, a corresponding unit is issued by VICI OP. Accordingly, diluted EPU reflects the additional dilution for all potentially dilutive units resulting from potentially dilutive VICI stock issuances, such as options, unvested restricted stock awards, unvested performance-based restricted stock unit awards and the units to be issued by us upon settlement of any outstanding forward sale agreements of VICI for the period such dilutive security is outstanding. The units issuable upon settlement of any outstanding forward sale agreements of VICI are reflected in the diluted EPU calculations using the treasury stock method for the period outstanding prior to settlement. Under this method, the number of units used in calculating diluted EPU is deemed to be increased by the excess, if any, of the number of units that would be issued upon full physical settlement of the units under any outstanding forward sale agreements for the period prior to settlement over the number of shares of VICI common stock that could be purchased by us in the market (based on the average market price during the period prior to settlement) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price immediately prior to settlement). Upon VICI’s physical settlement of the shares of VICI common stock under the outstanding forward sale agreement, the delivery of shares of VICI common stock resulted in an increase in the number of VICI OP units outstanding and resulting dilution to EPU.

The following tables reconcile the weighted-average units outstanding used in the calculation of basic EPU to the weighted-average units outstanding used in the calculation of diluted EPU:


	Year Ended December 31,
(In thousands)	2023	2022	2021
Determination of units:
Weighted-average units outstanding	1,026,745	885,786	564,467
Assumed conversion of VICI restricted stock	784	955	924
Assumed settlement of VICI forward sale agreements	480	1,213	11,675
Diluted weighted-average units outstanding	1,028,008	887,953	577,066

F - 50

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


	Year Ended December 31,
(In thousands, except per share data)	2023		2022		2021
Basic:
Net income attributable to partners	$	2,535,066	$	1,118,471	$	1,008,534
Weighted-average units outstanding	1,026,745		885,786		564,467
Basic EPU	$	2.47	$	1.26	$	1.79

Diluted:
Net income attributable to partners	$	2,535,066	$	1,118,471	$	1,008,534
Diluted weighted-average units outstanding	1,028,008		887,953		577,066
Diluted EPU	$	2.47	$	1.26	$	1.75

Note 13 — Stock-Based Compensation

The 2017 Stock Incentive Plan (the “Plan”) is designed to provide long-term equity-based compensation to our directors and employees. It is administered by the Compensation Committee of the Board of Directors. Awards under the Plan may be granted with respect to an aggregate of 12,750,000 shares of common stock and may be issued in the form of: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) dividend equivalent rights, (e) restricted stock, (f) restricted stock units or (g) unrestricted stock. In addition, the Plan limits the total number of shares of common stock with respect to which awards may be granted to any employee or director during any one calendar year. At December 31, 2023, 10,202,301 shares of common stock remained available for issuance by us as equity awards under the Plan.

Time-Based Restricted Stock

During the years ended December 31, 2023, 2022 and 2021, the Company granted approximately 203,000, 384,000, and 172,000 shares of restricted stock, respectively, under the Plan, respectively, subject to vesting restrictions based on service. Such restricted time-based stock awards vest ratably on an annual basis over a service period of one to three years. The number of shares granted was determined based on the 10-day volume weighted average price using the 10 trading days immediately preceding the grant date.

Performance-Based Restricted Stock Units

During the years ended December 31, 2023, 2022 and 2021 the Company granted approximately 235,000, 336,000, and 188,000 performance-based restricted stock units, respectively, at target level of performance under the Plan, which are subject to vesting restrictions based on specified absolute and relative total stockholder return goals measured over a three-year performance period. We used a Monte Carlo Simulation (risk-neutral approach) to determine the number of shares that may be earned and vested pursuant to the award as these awards were deemed to have a market condition. The risk-free interest rate assumptions used in the Monte Carlo Simulation were determined based on the zero-coupon risk-free rate of 0.2% - 4.5% and an expected price volatility of 30.0% - 35.0%. The expected price volatility was calculated based on both historical and implied volatility.

The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations:


	Year Ended December 31,
(In thousands)	2023		2022		2021
Stock-based compensation expense	$	15,536	$	12,986	$	9,371

F - 51

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table details the activity of our incentive stock and time-based restricted stock and performance-based restricted stock units:


	Incentive and Time-Based Restricted Stock			Performance-Based Restricted Stock Units
(In thousands, except for per share data)	Stock	Weighted Average Grant Date Fair Value		Stock Units	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2020	324,865	$	23.34	530,440	$	20.35
Granted	176,023	18.79		318,312	16.85
Vested	(177,120)	19.19		(220,084)	18.39
Forfeited	(23,737)	19.58		(40,534)	18.39
Canceled	—	—		—	—
Outstanding as of December 31, 2021	300,031	24.72		588,134	19.32
Granted	389,715	28.84		489,207	27.03
Vested	(167,465)	25.91		(227,166)	22.68
Forfeited	(14,942)	25.46		(80,586)	22.68
Canceled	—	—		—	—
Outstanding as of December 31, 2022	507,339	27.47		769,589	22.88
Granted	209,901	28.22		474,867	28.59
Vested	(211,887)	28.13		(363,267)	19.90
Forfeited	(32,718)	28.44		(115,607)	19.90
Canceled	—	—		—	—
Outstanding as of December 31, 2023	472,635	$	27.44	765,582	$	28.28

As of December 31, 2023, there was $18.2 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements under the Plan. This cost is expected to be recognized over a weighted average period of 1.6 years.

Note 14 — Income Taxes

We conduct our operations as a REIT for U.S. federal income tax purposes. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pays taxes at regular corporate income tax rates to the extent that it annually distributes less than 100% of its taxable income. We intend to meet those requirements and as a result, we generally will not be subject to federal income tax except for the TRS operations.

The composition of our income tax expense (benefit) was as follows:


	Year Ended December 31,
	2023						2022						2021
(In thousands)	Current		Deferred		Total		Current		Deferred		Total		Current		Deferred		Total
Federal	$	1,755	$	129	$	1,884	$	1,758	$	469	$	2,227	$	1,066	$	358	$	1,424
State	2,481		13		2,494		658		(9)		649		1,475		(12)		1,463
Foreign	49		(10,568)		(10,519)		—		—		—		—		—		—
Income tax expense (benefit)	$	4,285	$	(10,426)	$	(6,141)	$	2,416	$	460	$	2,876	$	2,541	$	346	$	2,887

F - 52

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At December 31, 2023 and 2022, the net effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were:


(In thousands)	December 31, 2023		December 31, 2022
Deferred tax assets:

CECL allowance - foreign investments	$	13,777	$	—
Lease liability	2,255		2310
Accruals, reserves and other	222		221
Cumulative translation adjustment	726		—
Total deferred tax assets	16,980		2,531
Deferred tax liabilities:
Fixed assets - foreign investments	(5,080)		—
Land, buildings and equipment, net	(4,728)		(4,560)
Right of use asset	(2,255)		(2,310)
Total deferred tax liabilities	(12,063)		(6,870)
Net deferred tax asset (liability)	$	4,917	$	(4,339)

The following table reconciles our effective income tax rate to the historical federal statutory rate of 21% for the years ended December 31, 2023, 2022 and 2021:


	Year Ended December 31,
	2023				2022				2021
($ in thousands)	Amount		Percent		Amount		Percent		Amount		Percent
Federal income tax expense at statutory rate	$	526,579	21.0	%	$	239,220	21.0	%	$	215,469	21.0	%
REIT income not subject to federal income tax	(524,791)		(20.9)		(237,069)		(20.8)		(214,037)		(20.9)
Pre-tax gain attributable to taxable subsidiaries	1,788		0.1		2,151		0.2		1,432		0.1
State income taxes, net of federal benefits	2,474		0.1		648		0.1		1,444		0.1
Foreign income taxes	(10,519)		(0.4)		—		—		—		—
Non-deductible expenses and other	116		—		77		—		11		—
(Benefit from) provision for income taxes	$	(6,141)	(0.2)	%	$	2,876	0.3	%	$	2,887	0.2	%

We declared dividends of $1.610, $1.500 and $1.380 per common share during the years ended December 31, 2023, 2022 and 2021, respectively. For U.S. federal income tax purposes, the portion of the dividends allocated to stockholders for the years ended December 31, 2023, 2022 and 2021 are characterized as follows:


	Year Ended December 31,
($ per share)	2023		2022		2021
Ordinary dividends	$	1.4500	$	1.5787	$	0.7108
Section 199A dividends (1)	$	1.4265	$	1.5787	$	0.7108


Non-dividend distribution	$	0.0263	$	—	$	0.6392

*(1)*These amounts are a subset of, and are included in, the ordinary dividend amounts.

As of December 31, 2023, we had NOLs of $151.6 million, generated by our REIT, that will expire in 2029, unless they are utilized by us prior to expiration.

As of December 31, 2023, the 2020, 2021, and 2022 tax years remain subject to examination by federal, state and local tax authorities. The tax filings for tax year 2023 have not yet been filed, and once made, will be subject to examination by taxing authorities for a period of three years.

F - 53

Previous: Item 15. Exhibits and Financial Statement Schedules