VICI Properties (VICI) 10-K risk factor changes: FY2024 vs FY2023

Our two largest tenants, Caesars and MGM, comprise approximately [removed: 76%] [added: 74%] of our total leasing revenues for the year ended December 31, [removed: 2023.][added: 2024.]

[removed: In addition,] [added: Under our respective lease agreements with] Caesars and [removed: MGM] [added: MGM, they] are obligated to pay us approximately $1.2 billion and $1.1 billion, respectively, in estimated annual [added: lease] payments for [removed: 2024 under our respective agreements with them.][added: 2025.]

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

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

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

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

Moreover, given the importance of our significant tenants to our business, a failure on the part of a significant tenant to maintain its business [added: or financial] performance or experience any deterioration of its creditworthiness could materially and adversely affect us, even in the absence of a default under our agreements with such tenant.

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

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

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

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

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

[removed: In recent years, there has been additional significant] [added: Gaming] competition [added: is intense] in [added: most of] the [removed: gaming industry] [added: markets where our facilities are located, and may continue to increase] as a result of, among other things, the [removed: upgrading or] expansion [added: or improvement] of facilities by existing market participants, the [added: availability of additional licenses in a given jurisdiction, the] entrance of new gaming participants into a market, increased internet gaming and sports betting or legislative changes in various [removed: jurisdictions.][added: jurisdictions (including those relating to the foregoing).]

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

From time to time, various state and federal legislators and officials have proposed changes in tax laws, or in the administration of such laws, including increases in tax rates, which would affect [added: our tenants and] the industry.

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

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

Our properties on the Las Vegas Strip generated approximately [removed: 49%] [added: 48%] of our total revenues for the year ended December 31, [removed: 2023] [added: 2024] and we expect this concentration to continue in the foreseeable future.

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

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

Increased competition [added: and interest from other companies in investing in and acquiring gaming-entitled real estate] will make it more challenging to identify and successfully capitalize on transaction opportunities that meet our investment [removed: objectives, including with respect to experiential assets and other strategic opportunities.][added: objectives.]

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

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

[removed: We anticipate that the] [added: The] investigation of such transactions and strategic alternatives, including [removed: the] [added: financial analysis and underwriting, due diligence and] negotiation, drafting, and execution of relevant [removed: agreements with respect to such transactions and strategic alternatives, will require] [added: agreements, requires] substantial management time and attention and may impose substantial costs for financial advisors, accountants, attorneys and other advisors.

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

Further, even if we are able to acquire or invest in additional properties in the future, there is no guarantee that such properties will be able to maintain their historical performance or achieve their projected performance, which may prevent the ability of our tenants [removed: to pay the partial] or [removed: total amount of the required lease payments under the respective lease agreements or our] borrowers to [removed: fulfill] [added: meet] their [removed: payment] obligations [added: to us] under the applicable [removed: agreement.][added: agreements.]

In addition, we cannot make assurances that we will be successful in implementing our business and growth strategies or that any additional transactions will improve our [added: financial performance or] operating results.

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

We and our tenants face extensive regulation from gaming and other regulatory authorities, and our charter provides that any of our shares held by investors who are found to be unsuitable by state gaming regulatory authorities are subject to [removed: redemption.][added: redemption, which may delay or prohibit a change in control.]

These [removed: gaming and racing] regulations impact our gaming and racing tenants and persons associated with [added: such facilities operating at] our [removed: gaming and racing facilities,] [added: properties,] which in many jurisdictions include us as the landlord and owner of the real estate.

[removed: Certain gaming] [added: Gaming regulatory] authorities [added: also have broad powers with respect to the licensing of casino operations and] may require us and/or our affiliates to maintain certain licenses or be found suitable as a [removed: landlord,] [added: landlord] and certain of our stockholders, officers and directors may be required to be found suitable as well.

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

In many jurisdictions, gaming laws can require certain of our stockholders to file an application, be investigated, and qualify or have such person or entity’s suitability determined by gaming [removed: authorities.][added: authorities, and gaming authorities have very broad discretion in making such determinations.]

Gaming authorities may conduct investigations into the conduct or associations of our [removed: directors, officers, key employees or investors] [added: stockholders] to ensure compliance with applicable standards.

[removed: If we] [added: Our charter provides that all of our shares held by investors who] are [removed: required] [added: found] to be [removed: found suitable and] [added: unsuitable by regulatory authorities] are [removed: found suitable as a landlord,] [added: subject to redemption upon our receipt of notice of such finding and, in some cases,] we [removed: will be registered as a public company with the gaming authorities and will] [added: may] be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we engage in certain transactions with that stockholder or fail to cause that stockholder to relinquish [removed: his or her] [added: their] securities.

Many jurisdictions also require any person who acquires beneficial ownership of more than a certain percentage of voting securities of a gaming company and, in some jurisdictions, non-voting securities, typically 5% of a publicly traded company, to report the acquisition to gaming authorities, and gaming authorities may require such holders to [removed: apply for qualification, licensure or a finding of suitability, subject to limited exceptions for “institutional investors” that hold a company’s securities for passive investment purposes only.]

Additionally, [removed: because we and our tenants are subject to regulation in numerous jurisdictions, and because regulatory agencies within each jurisdiction review compliance with] gaming [removed: laws in other jurisdictions, it is possible that gaming] compliance issues in one jurisdiction may lead to reviews and compliance issues in other jurisdictions.

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

Finally, [added: certain corporate actions must be reported to, and in some cases approved by, certain gaming authorities in advance of a transaction, including] substantially all material loans, significant acquisitions, leases, sales of securities and similar financing transactions by us and our [removed: subsidiaries must be reported to,] [added: subsidiaries,] and [removed: in some cases approved by, gaming authorities] [added: changes] in [removed: advance of the transaction.][added: control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise.]

[removed: Entities] [added: As a result, entities] seeking to acquire control of us or one of our subsidiaries (and certain of our affiliates) must satisfy gaming authorities with respect to a variety of stringent standards prior to assuming control.

Therefore, our business may be significantly affected by risks common to the Las Vegas tourism industry, such as the impact of any events that limit or disrupt travel to and from Las Vegas (including the cost and availability of air services), work stoppages and other labor unrest, strikes, or other business interruptions.

As a result of such geographic concentration of risks, the immediate and long-term effects of the foregoing could have a material and adverse effect on our business, financial condition, liquidity, results of operations, and prospects.

However, we operate in a highly competitive industry and face competition from other REITs, investment

apply for qualification, licensure or a finding of suitability, subject to limited exceptions for “institutional investors” that hold a company’s securities for passive investment purposes only.

Further, in any such event, the property may not be permitted to continue to operate as a gaming facility and we may be unable to collect rent or transfer or sell the affected property as a gaming facility, which could materially adversely affect the fair value of the affected property.

If the consummation of a transaction is delayed or prohibited by regulatory authorities, we may be limited or otherwise unable to realize the benefits of the proposed transaction, which may have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

for cash or other property, (iii) the failure of VICI OP to maintain approximately $8.5 billion of nonrecourse indebtedness allocable to the Protected Parties, which amount may be reduced over time in accordance with the MGM Tax Protection Agreement, and (iv) the failure of VICI OP or us to comply with certain tax covenants that would impact the tax liabilities of the Protected Parties.

Many of these ground lease arrangements involve local municipalities, states and other governmental bodies as the applicable lessor, such as Century Mile Racetrack, Chelsea Piers New York, and MGM National Harbor.

In addition, we may rely on our tenants at such properties to maintain compliance with the terms of any such ground or use lease.

In certain circumstances, we may elect not to exercise any such rights with respect to a given property.

In event of such a default, there can be no assurances that the tenants or the guarantor would

Our business is subject to risks associated with the potential sale or divestiture of properties or assets in the event we elect to pursue such sale or divestiture after an evaluation of our portfolio of businesses, including loss of revenue and lower-than-expected proceeds.

Our properties and the properties securing our loans are subject to risks from natural disasters and other adverse or extreme weather conditions, including the physical effects of climate change.

If any such developments occur, we may be unable to re-lease the space at a comparable effective rent or sell the property at an acceptable price, which may have a material adverse effect on our business, financial condition and results of operations.

Furthermore, the effects of climate change may increase the frequency of significant or extreme weather events and result in other impacts, such as rising sea levels, water shortages, and increased average temperatures.

With respect to our property portfolio, we believe that flooding, water stress/drought and heat stress pose the greatest material risk from the effects of climate change, although the nature and degree of these risks varies by geographic location and other factors.

In recent years, the assessment of the potential impact of climate change has begun to impact the activities of government authorities, the pattern of consumer behavior and other areas that impact the business environment.

Certain jurisdictions in which our properties are located have enacted or plan to implement additional building and zoning laws, ordinances or codes relating to building performance standards, such as those intended to reduce energy emissions, which we may be subject to as the owner of record.

Based on our most recent analysis completed in early 2025, twelve of our leased properties are currently subject to energy benchmarking and/or building performance standards due to their location.

The promulgation of additional policies, laws or regulations relating to climate change by governmental authorities in the markets in which we own properties may result in, among other things, increased costs to adapt to the demands and expectations of climate change or lower carbon usage, retrofitting properties to be more energy efficient or comply with new rules or regulations, or other unforeseen costs, any of which could adversely impact the value of our properties and our or our tenants’ businesses.

New laws and regulations relating to sustainability and climate change may include specific disclosure requirements or other obligations that may require additional investments and implementation of new practices and reporting processes, all entailing additional compliance costs and risk.

Our tenants’ control of our leased properties (which is a fundamental component of the triple-net lease structure) presents challenges with respect to collecting property-level environmental data and metrics and implementing sustainability initiatives (including energy and emissions reduction), which may impact our ability to comply with certain regulatory requirements to which we are or may become subject.

If we or our tenants are unable to comply with laws and regulations on climate change, we or they may incur fines and/or penalties and our reputation among our tenants, borrowers and investors may be damaged.

We or our tenants may experience uninsured or underinsured losses, which could result in a significant loss of the capital we have invested in a property, decrease anticipated future revenues or cause us to incur unanticipated expenses.

When our or our tenants’ current insurance policies expire, we or they, respectively, may encounter difficulty in obtaining or renewing insurance on our properties at the same levels of coverage and under similar terms.

Such insurance may be more limited and for some catastrophic risks (for example, earthquake, flood and terrorism) may not be generally available at current levels or on commercially reasonable terms.

Furthermore, our or our tenants’ insurance premiums may increase as a result of factors outside our or their respective control, such as changes in the insurance industry overall or the effects of climate change.

In addition, there are certain losses, including losses from environmental liabilities (including the physical effects of climate change), terrorist acts or catastrophic acts of nature, that are not generally insured against in full or in part because it is not deemed economically feasible or prudent to do so.

Inflation, changes in building codes and ordinances, environmental considerations and other factors might also make it unfeasible to use insurance proceeds to replace the property after such property has been damaged or destroyed.

which may prevent us from restoring such properties to their prior state.

While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will be able to satisfy its obligations to us under the applicable lease agreement.

In addition, in certain circumstances, our tenants may elect to reduce insurance coverage or self-insure with respect to certain potential losses, provided, in each case, that such insurance remains in compliance with the applicable terms of our lease agreements.

In addition, even if damage to our properties is covered by insurance, a disruption of business caused by a casualty event may result in loss of revenue for our tenants as any business interruption insurance may not fully compensate them for such loss of revenue.

If one of our tenants experiences such a loss, it may be unable to satisfy its payment obligations to us under its lease with us.

If any of the foregoing were to occur, it could materially and adversely affect our business, financial condition, liquidity, and results of operations.

Terrorist attacks or other acts of violence may affect our properties or our tenants’ businesses and operations at such properties.

We have experienced cybersecurity events such as viruses, phishing attempts and attacks on our IT systems, although none of these events have had a material impact on our business, operations or financial results to date.

Although we make efforts to maintain the security and integrity of our IT

The market price of our common stock may be volatile as a result of a variety of factors, many of which are beyond our control, including: variations in our results of operations; changes in general economic conditions and market developments, including interest rates; adverse developments involving our tenants; market reaction to any additional capital we raise in the future;

As of December 31, 2024, we had approximately $17.1 billion in long-term indebtedness, and we also had $2.4 billion of available capacity to borrow under the 2022 Revolving Credit Facility (as defined in [Note 7 - Debt](#i3c840a6496624dd69e6f35c6d3776189_166)).

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

Gaming competition is intense in most of the markets where our facilities are located.

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

Therefore, our business may be significantly affected by risks common to the Las Vegas tourism industry.

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

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

Gaming authorities have very broad discretion in determining whether a stockholder is required to file an application and whether an applicant should be deemed suitable.

Our charter provides that all of our shares held by investors who are found to be unsuitable by regulatory authorities are subject to redemption upon our receipt of notice of such finding.

Changes in control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise may be subject to receipt of prior approval of certain gaming authorities.

Further, in the event that the lease agreements for our gaming properties are terminated or expire and a new tenant is not licensed or fails to receive other regulatory approvals, the properties may not be operated as gaming facilities and we will not be able to collect the applicable rent.

The value of the PURE Portfolio, the Century Canadian Portfolio and any other properties in which we invest or acquire in non-U.S. jurisdictions may be affected by factors specific to the laws and business practices of such jurisdictions.

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

current level, or at all.

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

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

Even if financing with acceptable terms is available to us, we may not exercise any of these rights.

These agreements are subject to additional terms and conditions that may be disadvantageous to us.

For example, the put-call agreement with respect to the Caesars Forum Convention Center also provides that if Caesars exercises their put right and, among other things, the sale of the Caesars Forum Convention Center to us does not close, under certain circumstances, a repurchase right in favor of Caesars, which, if exercised, would result in the sale of the Harrah’s Las Vegas property by us to Caesars.

We may sell or divest different properties or assets after an evaluation of our portfolio of businesses.

Such sales or divestitures could affect our costs, revenues, results of operations, financial condition and liquidity.

For example, in 2020 and 2021, we, together with Caesars, sold Harrah’s Reno, Bally’s Atlantic City and Harrah’s Louisiana Downs in accordance with the terms of the Caesars Regional Master Lease.

In addition, economic

Pursuant to an assessment from a third-party environmental consultant in 2022, we evaluated the degree of risk to which our individual properties and overall portfolio are subject due to the potential impact of flooding, heat stress, water stress, drought, extreme winds, wildfires, and seismic events, as well as other extreme weather conditions caused by climate change and determined that our properties and our borrowers’ properties secured as collateral are located in areas that may be subject to risks from climate change, natural disasters and adverse or extreme weather conditions, and therefore are subject to varying degrees of risk with respect to these potential impacts.

The assessment determined that our properties are subject to varying degrees of risk with respect to these potential impacts and, with respect to our overall portfolio, we determined that flooding, water stress and heat stress pose the greatest material risk to our properties, including: (i) water stress and heat stress risks at our Nevada properties; (ii) flooding, heat stress and wind risks at our properties in the Southeast United States; (iii) flooding and heat stress risks in the Midwest United States; and (iv) flooding risks at our properties in the Northeast United States and West Virginia.

In addition, there are certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, that may be uninsurable or not economically insurable.

Furthermore, our insurance premiums may increase as a result of the threat of climate change or the effects of climate change may not be covered by our insurance policies.

In addition, changes in federal and state legislation and regulations on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties or other related aspects of our properties in order to comply with such regulations or otherwise adapt to climate change.

If a tenant is unable to restore a property to its prior use after a substantial casualty loss or is required to comply with more stringent building or zoning codes and regulations, we may be unable to re-lease the space at a comparable effective rent or sell the property at an acceptable price, which may materially and adversely affect our business, financial condition, liquidity, results of operations and prospects.

Such a resulting decrease in demand could make it difficult for us to renew or re-lease our properties to suitable, credit-worthy tenants at lease rates equal to or above historical rates.

Terrorist activities, violence or crime also could directly affect the value of our properties through damage, destruction or loss, and the availability of insurance for such acts, or of insurance generally, might be lower or cost more, which could increase our operating expenses and adversely affect our business, results of operations and cash flows.

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

Further, some environmental laws create a lien on a contaminated site in favor of the government for damages and the costs the government incurs in connection with such contamination.

We use our own IT networks and related systems to access, store, transmit, and manage or support a variety of our business processes and information.

We have experienced cybersecurity events such as viruses and attacks on our IT systems.

worldwide.

If our separation from CEOC, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, CEOC could be subject to significant tax liabilities and in certain circumstances, we could be required to indemnify CEOC for material taxes pursuant to indemnification obligations under the Tax Matters Agreement.

In connection with our separation from CEOC in 2017, the IRS issued a private letter ruling with respect to certain relevant issues, including relating to the separation and certain related transactions as tax-free for U.S. federal income tax purposes under certain provisions of the Code.

The IRS ruling does not address certain requirements for tax-free treatment of the separation.

CEOC received from its tax advisors a tax opinion substantially to the effect that, with respect to such requirements on which the IRS did not rule, such requirements should be satisfied.

The IRS ruling and the tax opinion that CEOC received relied on (among other things) certain representations, assumptions and undertakings, including those relating to the past and future conduct of our business, and the IRS ruling, and the opinion would not be valid if such representations, assumptions and undertakings were incorrect in any material respect.

*The following discussion and analysis of the financial condition and results of operations of VICI Properties Inc. and VICI Properties L.P. for the year ended December 31, [removed: 2023] [added: 2024] should be read in conjunction with the audited consolidated Financial Statements and notes thereto and other financial information included elsewhere in this Annual Report on Form 10-K.

See “Cautionary Note Regarding Forward-Looking Statements.” You should also review the* *[“Risk [removed: Factors”](#ib2fc48f0ddf244d9844b8de22bde2e36_22)*] [added: Factors”](#i3c840a6496624dd69e6f35c6d3776189_22)*] *section in Item 1A.

We are an owner and acquirer of experiential real estate assets across leading gaming, hospitality, [added: wellness,] entertainment and leisure destinations.

Key [removed: 2023] [added: 2024] Highlights

- Collected 100% of [added: contractual] rent in cash.

- Total revenues increased [removed: 38.9%] [added: 6.6%] year-over-year to [removed: $3.6] [added: $3.8] billion.

- Net income attributable to common stockholders increased [removed: 124.9%] [added: 6.6%] year-over-year to [removed: $2.5] [added: $2.7] billion, and net income attributable to common stockholders per diluted share increased [removed: 94.8% to $2.47, primarily due] [added: 3.3%] to [removed: the impact of our CECL allowance in the prior year and the timing of our transaction activity.][added: $2.56.]

- AFFO increased [removed: 29.1%] [added: 8.4%] year-over-year to [removed: $2.2] [added: $2.4] billion and AFFO per diluted share increased [removed: 11.8%] [added: 5.1%] to [removed: $2.15.][added: $2.26.]

- Originated [removed: six] [added: three] debt investments totaling [removed: $698.2] [added: $365.0] million of commitments.

◦Funded new and existing loan commitments totaling [removed: $959.1] [added: $579.1] million.

- Announced an increase in our quarterly cash dividend to [removed: $0.415] [added: $0.4325] per share (or [removed: $1.66] [added: $1.73] per share on an annualized basis) in the third quarter of [removed: 2023,] [added: 2024,] representing a [removed: 6.4%] [added: 4.2%] increase compared to our previous quarterly dividend.

- Sold [removed: 21,365,397] [added: 12,015,399] forward shares under our ATM [removed: program] [added: Program (as defined in [Note 11 - Stockholders Equity](#i3c840a6496624dd69e6f35c6d3776189_178))] during the year with an [added: estimated] aggregate [added: net] offering value of [removed: $643.0] [added: $376.3] million and settled [removed: 29,788,250] [added: 13,194,739] forward shares outstanding under our ATM [removed: program] [added: Program] for aggregate net proceeds of [removed: $945.7] [added: $379.4] million.

The following table summarizes our [removed: acquisition and leasing] [added: real estate debt investment] activity (each as defined in the column titled [removed: “Transaction”)] [added: “Real Estate Debt Investment”)] for the year ended December 31, [removed: 2023:][added: 2024:]

If the call [removed: right(s) are] [added: option is] exercised, [removed: Canyon Ranch would continue to operate] [added: all of] the [removed: applicable wellness resort(s)] [added: properties, including the Margaritaville Resort, will be] subject to a [added: single] long-term [removed: triple net] [added: triple-net] master lease with [removed: the Company.][added: us.*]

- At-The-Market Offering Programs. During the year ended December 31, [removed: 2023,] [added: 2024,] we sold an aggregate of [removed: 21,365,397] [added: 12,015,399] shares under the ATM [removed: Program (as defined in [Note 11 - Stockholders Equity](#ib2fc48f0ddf244d9844b8de22bde2e36_175)),] [added: Program,] all of which were subject to forward sale agreements, for estimated aggregate net [added: offering] value of [removed: $634.6] [added: $376.3] million based on the initial forward sale price with respect to each forward sale agreement.

In [added: July,] October [removed: 2023,] [added: and November 2024,] we physically settled [removed: all the then] [added: certain] outstanding forward shares issued under the ATM Program in exchange for [removed: total] [added: aggregate] net proceeds of approximately [removed: $249.1] [added: $379.4] million.

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

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

In addition, the financial performance of our tenants [removed: and their] [added: (and] respective [removed: guarantors] [added: guarantors, as applicable)] also has a direct impact on our financial results in a given reporting period due to the impact of ASC 326 “Credit Losses” (“ASC 326”), which requires us to estimate and record non-cash expected credit losses related to our investments, including changes on a quarterly basis, that are recorded in our Statement of Operations and impact our reported net income.

For more information regarding ASC 326, refer to [Note 5 - Allowance for Credit [removed: Losses](#ib2fc48f0ddf244d9844b8de22bde2e36_154)] [added: Losses](#i3c840a6496624dd69e6f35c6d3776189_157)] included in this Annual Report on Form 10-K.

Our business prospects and future growth will be significantly influenced by the success of our business strategy, and the timing, availability and terms of financing [removed: of] [added: for] any acquisitions and investments that we may complete, as well as broader macroeconomic and other conditions that affect our tenants’ operating and financial [removed: performance,] [added: performance and the gaming and other experiential industries in which they operate,] including those described herein.

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

Macroeconomic volatility has introduced significant uncertainty and heightened risk for businesses, including us and our tenants, including the impact of [removed: heightened] [added: changing] interest rates, inflation, threat of [removed: recession] [added: recession, geopolitical uncertainty,] and increased cost of capital.

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

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

However, these rent increases may not match increasing inflation during periods when inflation rates are greater than the applicable [removed: CPI-based caps.][added: CPI-]

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

Risk [removed: Factors](#ib2fc48f0ddf244d9844b8de22bde2e36_22)”] [added: Factors](#i3c840a6496624dd69e6f35c6d3776189_22)”] included in this Annual Report on Form 10-K.

Results of Operations for the Years Ended December 31, 2023 and [removed: December 31,] 2022

| (In thousands) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Variance | | |

| Income from sales-type leases | | | $ | [removed: 1,980,178] [added: 2,068,443] | | | | | $ | [removed: 1,464,245] [added: 1,980,178] | | | | | $ | [removed: 515,933] [added: 88,265] | |

| Income from lease financing receivables, loans and securities | | | [removed: 1,519,516] [added: 1,662,889] | | | | | | [removed: 1,041,229] [added: 1,519,516] | | | | | | [removed: 478,287] [added: 143,373] | | |

| Other income | | | [removed: 73,326] [added: 77,422] | | | | | | [removed: 59,629] [added: 73,326] | | | | | | [removed: 13,697] [added: 4,096] | | |

| Golf revenues | | | [removed: 38,968] [added: 40,451] | | | | | | [removed: 35,594] [added: 38,968] | | | | | | [removed: 3,374] [added: 1,483] | | |

| General and administrative | | | [removed: 59,603] [added: 69,109] | | | | | | [removed: 48,340] [added: 59,603] | | | | | | [removed: 11,263] [added: 9,506] | | |

| Other expenses | | | [removed: 73,326] [added: 77,422] | | | | | | [removed: 59,629] [added: 73,326] | | | | | | [removed: 13,697] [added: 4,096] | | |

| Golf expenses | | | [removed: 27,089] [added: 26,895] | | | | | | [removed: 22,602] [added: 27,089] | | | | | | [removed: 4,487] [added: (194)] | | |

| Change in allowance for credit losses | | | [removed: 102,824] [added: 126,720] | | | | | | [removed: 834,494] [added: 102,824] | | | | | | [removed: (731,670)] [added: 23,896] | | |

| Transaction and acquisition expenses | | | [removed: 8,017 | | | | | | 22,653] [added: 4,567] | | | | | | [removed: (14,636)] [added: 8,017] | | |

| Total operating expenses | | | [removed: 275,157] [added: 308,838] | | | | | | [removed: 990,900] [added: 275,157] | | | | | | [removed: (715,743)] [added: 33,681] | | |

- Business](#i3c840a6496624dd69e6f35c6d3776189_16).

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

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

*•*Indigenous Gaming Partners - PURE Lease Assignment. On December 10, 2024, we entered into an amendment and consented to the assignment of the PURE Master Lease to an affiliate of IGP, in connection with the acquisition of the operating assets of PURE Canadian Gaming Corp. by a subsidiary of IGP.

The economic terms of the PURE Master Lease remain unchanged.

In connection with the assignment of the PURE Master Lease, we received a 5-year ROFO on future sale-leaseback transactions with IGP.

Any additional properties acquired pursuant to the ROFO will be added to the PURE Master Lease.

- Venetian Capital Investment. On May 1, 2024, we entered into agreements to fund the up to $700.0 million Venetian Capital Investment for extensive reinvestment projects at the Venetian Resort through our Partner Property Growth Fund strategy.

The invested capital will earn a return through the addition of incremental rent to the Venetian Lease.

The up to $700.0 million of funding through our Partner Property Growth Fund strategy is comprised of $400.0 million that has already been funded and an incremental $300.0 million that the Venetian Resort will have the option, but not the obligation, to draw in whole or in part until November 1, 2026.

The initial $400.0 million investment was funded based on a fixed schedule: $100.0 million was funded in the second quarter of 2024, $150.0 million was funded in the third quarter of 2024 and $150.0 million was funded on October 1, 2024.

The previous Property Growth Fund Agreement entered into with the tenant in connection with the Venetian Resort acquisition providing for up to $1.0 billion of future development and construction project funding was terminated on May 1, 2024 concurrently with the entry into the agreement to fund the Venetian Capital Investment.

In connection with the Venetian Capital Investment, annual rent under the Venetian Lease will increase commencing on the first day of the quarter immediately following each capital funding at a 7.25% yield (the “Incremental Venetian Rent”).

In addition to any increase pursuant to the Incremental Venetian Rent, annual rent under the Venetian Lease will begin escalating annually at 2.0% on March 1, 2029 and, commencing on March 1, 2031, will begin escalating on the same terms as the rest of the rent payable under the Venetian Lease with annual escalation equal to the greater of 2.0% or CPI, capped at 3.0%.

The aggregate annual rent under the Venetian Lease increased by $29.0 million as a result of the $400.0 million of funding under the Venetian Capital Investment.

- One Beverly Hills Mezzanine Loan. Subsequent to year end, on February 19, 2025, we purchased a $300.0 million interest in an existing mezzanine loan related to the development of One Beverly Hills, a landmark 17.5-acre luxury mixed-use development.

One Beverly Hills is being developed by Cain International and will be anchored by Aman Beverly Hills and will also include a full-scale refurbishment of The Beverly Hilton, Aman-branded hospitality and residential offerings, and 10 acres of botanical gardens and open space.

The development project has already commenced construction and is expected to be completed late 2027.

The mezzanine loan has an initial maturity in March 2026 and has one 12-month extension option subject to certain conditions.

We funded the investment with a combination of cash on hand and drawing down funds under our Revolving Credit Facility (as defined in [Note 7 - Debt](#i3c840a6496624dd69e6f35c6d3776189_166)).

| Great Wolf Mezzanine Loan *(1)* | | | | | | May 9, 2024 | | | | | | Mezzanine | | | | | | $ | 250.0 | | | | | Portfolio of nine Great Wolf Lodge resorts across the United States | | |

| Chelsea Piers One Madison Loan | | | | | | February 7, 2024 | | | | | | Senior Secured Loan | | | | | | 10.0 | | | | | | Certain equipment of the fitness club at the One Madison building in New York, NY | | |

| Homefield Margaritaville Loan *(2)* | | | | | | January 23, 2024 | | | | | | Senior Secured Loan | | | | | | 105.0 | | | | | | Margaritaville Resort in Kansas City, Kansas, under development | | |

| Total | | | | | | | | | | | | | | | | | | $ | 365.0 | | | | | | | |

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

*(2) Simultaneous with entering into the loan agreement, we entered into a call right agreement that provides us with a call option on (i) the Margaritaville Resort, (ii) the new Homefield Kansas City youth sports training facility, (iii) the new Homefield baseball center, and (iv) the existing Homefield youth sports*

*complex in Olathe, Kansas.

We also received a right of first refusal to acquire the real estate of any future Homefield property, should Homefield elect to monetize such assets in a sale-leaseback transaction.

- New Revolving Credit Facility. Subsequent to year end, on February 3, 2025, we entered into the Credit Agreement (as defined in [Note 7 - Debt](#i3c840a6496624dd69e6f35c6d3776189_166)) providing for the Revolving Credit Facility in the amount of $2.5 billion scheduled to mature on February 3, 2029.

Concurrently, we terminated our 2022 Revolving Credit Facility and 2022 Credit Agreement (each as defined in [Note 7 - Debt](#i3c840a6496624dd69e6f35c6d3776189_166)).

The Credit Facility includes two six-month maturity extension options (or one twelve-month extension option), the exercise of which in each case is subject to customary conditions and the payment of an extension fee.

Borrowings under the Credit Facility will bear interest, at VICI LP’s option, for U.S. Dollar borrowings at either (i) a rate based on SOFR plus a margin ranging from 0.70% to 1.40%, or (ii) a base rate plus a margin ranging from 0.00% to 0.40%, in each case, with the actual margin determined according to the Borrower’s debt ratings and total leverage ratio.

In addition to U.S. Dollar borrowings, borrowings under the Credit Facility are also available in certain specific foreign currencies, bearing interest based on rates customary for such foreign currencies and subject to the same applicable margins for U.S. Dollar borrowings.

In addition, the Credit Agreement includes the option to add one or more tranches of term loans of up to $2.0 billion in the aggregate, in each case, to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions.

Refer to [Note 7 - Debt](#i3c840a6496624dd69e6f35c6d3776189_166) included in this Annual Report on Form 10-K for additional information.

- Senior Notes Offerings.

◦On March 18, 2024, VICI LP issued (i) $550.0 million in aggregate principal amount of 5.750% Senior Notes due 2034, which mature on April 1, 2034 and (ii) $500.0 million in aggregate principal amount of 6.125% Senior Notes due 2054, which mature on April 1, 2054, in each case under a supplemental indenture (the “March 2024 Notes”).

We used the net proceeds of the offering to redeem (i) $1,024.2 million in aggregate principal amount of 5.625% Senior Notes due May 1, 2024 and (ii) $25.8 million in aggregate principal amount of 5.625% Senior Notes due May 1, 2024.

◦On December 19, 2024, VICI LP issued $750.0 million in aggregate principal amount of 5.125% Senior Notes due 2031, which mature on November 15, 2031 under a supplemental indenture (the “December 2024 Notes”).

We used the net proceeds of the offering to redeem $750.0 million in aggregate principal amount of 3.500% Senior Notes due February 15, 2025.

- Business](#ib2fc48f0ddf244d9844b8de22bde2e36_16).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

*____________________*

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

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

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

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

*(4) Simultaneous with the entrance into the CNE Gold Strike Lease, we entered into an amendment to the 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.*

*(5) Amount includes the assumption of BREIT’s $1,497.0 million pro rata share of an aggregate $3.0 billion of property-level debt, which matures in 2032 and bears interest at a fixed rate of 3.558% per annum through March 2030.*

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

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

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

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

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

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

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

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

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

| Hard Rock Ottawa Notes *(2)* | | | | | | March 28, 2023 | | | | | | Senior Secured Notes | | | | | | 85.0 | | | | | | Hard Rock Ottawa Hotel & Casino | | |

| Total | | | | | | | | | | | | | | | | | | $ | 698.2 | | | | | | | |

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

*(2) In connection with the Canyon Ranch Lenox and Tucson Loan and Canyon Ranch Preferred Equity Investment, we entered into (i) a call right agreement for Canyon Ranch Tucson and Canyon Ranch Lenox, and (ii) a right of first financing agreement to serve as the real estate capital financing partner for Canyon Ranch with respect to the acquisition, build-out and redevelopment of future wellness resorts.

Refer to* *[Item 1 - Our Growth Agreements](#ib2fc48f0ddf244d9844b8de22bde2e36_16)* *for further details.*

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

As of December 31, [removed: 2023,] [added: 2024,] we had $17.1 billion of aggregate principal amount of outstanding indebtedness, of which 99.0% has a fixed interest rate and 1.0% has a variable interest rate, representing the [removed: US$173.8] [added: US$148.8] million outstanding balance under the [added: 2022] Revolving Credit Facility (denominated in CAD and GBP).

As of December 31, [removed: 2023,] [added: 2024,] a one percent increase or decrease in the annual interest rate on our variable rate borrowings would increase or decrease our annual cash interest expense by approximately [removed: $1.7] [added: $1.5] million using the applicable exchange rate as of December 31, [removed: 2023.][added: 2024.]

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

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

We are a Maryland corporation that is primarily engaged in the business of owning and acquiring gaming, [removed: hospitality and] [added: hospitality, wellness,] entertainment [added: and leisure] destinations, subject to long-term triple net leases.

[removed: We] [added: As of December 31, 2024, 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 Las Vegas [removed: and the Venetian Expo] (the “Venetian Resort”), three of the most iconic entertainment facilities on the Las Vegas Strip.

As of December 31, [removed: 2023] [added: 2024,] our properties are 100% leased with a weighted average lease term, including extension options, of approximately [removed: 41.3] [added: 40.7] years.

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

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

- Demonstrated track record of growth with significant scale. We have made approximately [removed: $35] [added: $37.0] billion of domestic and international investments across gaming and other experiential assets since our formation in October 2017.

Among our [removed: lease agreements, 50% of our rental revenue was subject to a CPI-linked escalation in 2023 and 95%] [added: leases, 15] of [removed: our rental revenue is eventually] [added: 18 are] subject to a CPI-linked escalation over the life of the lease (subject to applicable caps).

- Strategic financing relationships with leading experiential operators. In addition to our relationships with leading gaming operators, we have entered into strategic financing relationships [removed: through our VICI Experiential Credit Solutions strategy] with other experiential operators in sectors such as world-class destination golf resorts and communities, integrative wellness centers, premier sports and entertainment complexes and family-oriented indoor waterpark [removed: resorts.][added: resorts, which we refer to as our VICI Experiential Credit Solutions strategy.]

For an overview of the provisions of certain of our lease agreements, including the related capital expenditure requirements, refer to [Note 4 - Real Estate [removed: Portfolio](#ib2fc48f0ddf244d9844b8de22bde2e36_151).][added: Portfolio](#i3c840a6496624dd69e6f35c6d3776189_154).]

| | | | | | | Harrah’s Metropolis [added: *(5)*] | | | | | | Metropolis, IL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Century Casino Cape [removed: Girardeau(5)*] [added: Girardeau] | | | | | | Cape Girardeau, MO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Century Casino Caruthersville [removed: *(5)*] | | | | | | Caruthersville, MO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Century Mile Racetrack [removed: *(6)*] [added: *(5) (6)*] | | | | | | Edmonton, AB | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | | | | Hollywood Casino at Greektown [removed: *(5)*] | | | | | | Detroit, MI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| PURE Master Lease | | | | | | | | | | | | | | | | | | [removed: PURE Canadian Gaming, Corp. (“PURE Canadian Gaming”)] [added: Indigenous Gaming Partners Inc. (“IGP”) (8)] | | | | | | | | | | | | | | | | | | | | | | | | January 31, 2048 | | |

| | | | | | | PURE Casino Calgary [removed: *(8)*] [added: *(9)*] | | | | | | Calgary, AB | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | PURE Casino Edmonton [removed: *(8)*] [added: *(9)*] | | | | | | Edmonton, AB | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | PURE Casino Lethbridge [removed: *(8)*] [added: *(9)*] | | | | | | Lethbridge, AB | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | PURE Casino Yellowhead [removed: *(8)*] [added: *(9)*] | | | | | | Edmonton, AB | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Venetian Resort [removed: *(5)*] | | | | | | Las Vegas, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: Bowlero] [added: Lucky Strike] Master Lease | | | | | | | | | | | | | | | | | | [removed: Bowlero] [added: Lucky Strike Entertainment Corporation (“Lucky Strike Entertainment”) (10)] | | | | | | | | | | | | | | | | | | | | | | | | October 18, 2048 | | |

| | | | | | | [removed: Bowlero] [added: Bowling Entertainment Centers] | | | | | | Various U.S. Cities (38) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Chelsea Piers Lease | | | | | | | | | | | | | | | | | | Chelsea Piers | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2055 [removed: (9)] [added: (11)] | | |

*(4) Owned by Harrah’s Joliet Landco LLC, a joint venture of which [added: a wholly owned subsidiary of] VICI [removed: Properties 1 LLC] [added: LP] is the 80% owner and the managing member.*

*(5) [removed: Property,] [added: The core property,] or a portion thereof, is leased by us pursuant to a ground [removed: or use] lease.

Rent due under any such ground [removed: or use] lease is paid directly by our tenant to the primary landlord pursuant to their respective lease agreement.*

[removed: *(8)] [added: *(9)] Collectively, the “PURE Canadian Portfolio”.*

[removed: *(9)] [added: *(11)] Subject to a mandatory 10-year tenant extension to the extent all conditions under the applicable ground lease are met.*

The following is a summary of our investments in real estate debt as of December 31, [removed: 2023:][added: 2024:]

| Senior Secured Notes | | | | | | [added: $ |] 85,000 | | | | | [added: $] | — | | | | | [removed: |] 11.0 | | % | | | | [removed: 7.3] [added: 6.3] years | | |

*(2) The weighted average interest rate is based on current outstanding principal balance and SOFR, as applicable for floating rate loans, as of December 31, [removed: 2023.*][added: 2024.*]

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

[removed: - Caesars Indianapolis Put-Call. We have] [added: Prior to December 31, 2024, we had certain rights pursuant to] a put-call right agreement with Caesars (the “Caesars Indianapolis Put-Call Agreement”) with respect to two gaming facilities in Indiana, Harrah’s Hoosier Park and Horseshoe [removed: Indianapolis (together, the “Indianapolis Properties”),] [added: Indianapolis,] whereby [removed: (i) we have the right] [added: either party was able] to [removed: acquire all of] [added: trigger its respective put or call on] the [added: associated] land and real estate [removed: assets][added: assets, as applicable, through December 31, 2024.]

- Caesars Forum Put-Call. We have a put-call agreement with Caesars with respect to the Caesars Forum Convention [removed: Center (the “A&R Convention Center Put-Call Agreement”),] [added: Center,] which provides for (i) a call right in our favor, which, if exercised, would result in the sale by Caesars to us and simultaneous leaseback by us to Caesars of the Caesars Forum Convention Center, exercisable by us from September 18, 2025 until December 31, [removed: 2026,] [added: 2028,] and (ii) a put right in favor of Caesars, [removed: which, if exercised, would result in the sale by Caesars to us and simultaneous leaseback by us to Caesars of the Caesars Forum Convention Center,] [added: which was] exercisable by Caesars between January 1, 2024 and December 31, 2024.

- Homefield Kansas City Call Right. [removed: In connection with the origination of] [added: We entered into] a [removed: $105 million construction loan to] [added: call right agreement with] affiliates of Homefield Kansas City (“Homefield”) [removed: to fund the development of a Margaritaville Resort in Kansas City, Kansas (the “Homefield Development Loan”), we entered into a call right agreement] that provides us with a call option on (i) the Margaritaville [removed: Resort,] [added: Resort in Kansas City, Kansas,] (ii) the new Homefield youth sports training facility in Kansas City, Kansas, (iii) the new Homefield baseball center in Kansas City, Kansas, and (iv) the existing Homefield youth sports complex in Olathe, Kansas.

- Horseshoe Baltimore ROFR. We have a ROFR agreement with Caesars pursuant to which we have the first right to enter into a sale leaseback transaction with respect to the land and real estate assets associated with the Horseshoe Baltimore gaming [removed: facility (subject to any consent required from Caesars’ joint venture partners with respect to this asset).][added: facility.]

- [removed: Bowlero] [added: Lucky Strike] ROFO. The [removed: Bowlero] [added: Lucky Strike] Master Lease contains a ROFO with respect to the real estate assets of any current or future [removed: Bowlero] [added: Lucky Strike] properties in the event that [removed: Bowlero] [added: Lucky Strike] elects to enter into a sale-leaseback transaction for such properties during the first [removed: 8] [added: eight] years of the initial term of the [removed: Bowlero] [added: Lucky Strike] Master Lease.

- Homefield ROFR. [removed: In connection with the Homefield Development Loan, we received] [added: We have] a [removed: right of first refusal] [added: ROFR agreement] to acquire the real estate of any future Homefield property in a sale leaseback transaction, should Homefield elect to sell such assets.

Our Partner Property Growth [removed: Fund][added: Fund Strategy]

We also have a growing array of real estate and financing partnerships with leading operators in other experiential sectors, including Cabot, Canyon Ranch, Chelsea Piers, Great Wolf Resorts, Homefield, Kalahari Resorts, and Lucky Strike Entertainment.

As of December, 31, 2024, 40% of our annualized rental revenue was subject to CPI-linked escalation.

The size, use and location of our real estate drives our tenants’ continued investment into our leased properties, which “same-store” capital improvements we seek to fund in exchange for increased rent through our Partner Property Growth Fund strategy.

We believe the relationships established through this strategy may lead to additional

mutually beneficial growth opportunities with these industry-leading experiential operators in the future, including the potential to convert certain of our investments into ownership of the underlying real estate.

*(8) IGP is a gaming partnership established by five institutional Nova Scotia-based First Nations (Glooscap First Nation, Millbrook First Nation, Annapolis Valley First Nation, We’koqma’q L’nue’kati, and Paqtnkek Mi’kmaw Nation) to acquire gaming assets in North America.*

*(10) Effective December 12, 2024, Bowlero Corporation was rebranded as Lucky Strike Entertainment Corporation.*

| Senior Secured Loans | | | | | | 684,686 | | | | | | 308,776 | | | | | | 8.0 | | % | | | | 4.7 years | | |

| Mezzanine Loans and Preferred Equity | | | | | | 908,461 | | | | | | 239,748 | | | | | | 9.2 | | % | | | | 4.1 years | | |

| Total | | | | | | $ | 1,678,147 | | | | | $ | 548,524 | | | | | 8.8 | | % | | | | 4.4 years | | |

The put right was not exercised by Caesars and terminated as of December 31, 2024.

- Indigenous Gaming Partners ROFO. We have a five-year ROFO on future sale-leaseback transactions with IGP.

Any additional properties acquired pursuant to the ROFO will be added to the PURE Master Lease.

The Caesars Indianapolis Put-Call Agreement was not exercised by either party and terminated on December 31, 2024.

Most recently, on May 1, 2024, we entered into agreements to fund up to $700.0 million of capital investment into the Venetian Resort for several reinvestment projects (the “Venetian Capital Investment”), which funding is earning a return through the addition of incremental rent to the Venetian Lease.

The up to $700.0 million of funding through our Partner Property Growth Fund strategy is comprised of $400.0 million that has already been funded and an incremental $300.0 million that the Venetian Resort will have the option, but not the obligation, to draw in whole or in part until November 1, 2026.

We have also enhanced our performance management processes through our semi-annual performance and career development reviews provided to all of our employees.

Further, many gaming and racing regulatory agencies in the jurisdictions in which our tenants operate require

Our properties may also be (or in the future become) subject to additional building and zoning laws, ordinances and codes relating to building performance standards, such as those intended to reduce energy and/or greenhouse gas emissions, which we may be subject to as the owner of real estate.

Although we do not operate or manage our properties subject to triple-net leases and our tenants are generally contractually responsible for such operating and management costs, we may be held primarily or jointly and severally liable for costs relating to maintaining compliance with such laws, ordinances and codes.

New laws and regulations relating to sustainability and climate change may include specific disclosure requirements or other obligations that may require additional investments and implementation of new practices and reporting processes.

Our tenants’ control of our leased properties (which is inherent to the triple-net lease structure) presents challenges with respect to our ability to collect property-level environmental data and metrics and implement sustainability initiatives (including energy and emissions reduction), which may in turn impact our ability to comply with certain regulatory requirements to which we are or may become subject.

We have also performed energy and water audits and regulatory assessments at each of the Golf Courses to further inform our sustainability initiatives.

A portion of capital expenditures at our Golf Courses is allocated to improving the sustainability of the courses, including projects to reduce electricity and fuel usage (and thus, energy usage and emissions), reduce water consumption and improve efficiency, and reduce waste in favor of recycling and repurposing.

Certain of our leases permit us to require the collection or reporting of environmental sustainability data (including pursuant to relevant “green lease” provisions).

Although not all of our leases include such provisions, certain of our tenants also report voluntarily regarding such matters, including with respect to, among other things, water, electricity/fuel and energy use, greenhouse gas emissions, waste generation and diversion, green building certifications and the implementation of efficiency measures with respect to the foregoing.

Our tenants pursue a broad range of ESG programs and initiatives, such as the implementation of energy, water and waste-related efficiency measures at our properties, on-site renewable energy, operational improvements, and sustainable hospitality programs, and independently report to their respective investors and other stakeholders regarding such efforts.

- Climate Change. We evaluate climate change risk throughout our portfolio, including property-specific physical climate risk assessments in connection with transactional due diligence (and subsequently on a periodic basis) and more broadly with respect to our overall portfolio (including the identification of material risks and the concentration/distribution of such risks across our portfolio).

We have shared certain climate risk findings with our tenants to facilitate their independent climate risk management and mitigation efforts in connection with their operations at our properties.

We also assess transition-related climate risks, such as potential legal and regulatory, technological, market-based, and reputational impacts, in light of our triple-net lease operating model.

With the assistance of an environmental due diligence provider and consultant, we have performed, and expect to continue to perform on a

periodic basis, climate-related risk assessments with respect to our property portfolio.

Our most recent climate-related risk analysis performed in early 2025 was comprised of individual property-level risk analyses, multiple climate scenario analyses within our identified time horizons, a regulatory review of active and impending sustainable building regulations, and additional community resilience assessments with respect to certain geographies in which we own multiple properties (such as Las Vegas, Nevada and Atlantic City, New Jersey).

We do not currently have any policy limiting the types of entities in which we may invest or

- the impact of changes in governmental or regulatory actions and initiatives;

- the risks related to us or our tenants not having adequate insurance to cover potential losses;

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

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

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

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

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

| Senior Secured Loans | | | | | | $ | 392,250 | | | | | $ | 476,395 | | | | | 7.3 | | % | | | | 5.4 years | | |

| Mezzanine Loans and Preferred Equity | | | | | | 698,861 | | | | | | 278,848 | | | | | | 9.8 | | % | | | | 4.6 years | | |

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

associated with the Indianapolis Properties and (ii) Caesars has the right to require us to acquire the Indianapolis Properties, and to in each case simultaneously lease back each such Indianapolis Property to Caesars through the addition of the Indianapolis Properties to the Caesars Regional Master Lease.

Either party is currently able to trigger its respective put or call, as applicable, through December 31, 2024, with the acquisition of such Indianapolis Properties subject to customary conditions, including applicable regulatory approval.

In addition, the A&R Convention Center Put-Call Agreement provides that if Caesars exercises the foregoing put right and, among other things, the sale of the Caesars Forum Convention Center to us does not close for certain reasons more particularly described in the A&R Convention Center Put-Call Agreement, a repurchase right in favor of Caesars, which, if exercised, would result in the sale of the Harrah’s Las Vegas property by us to Caesars, exercisable by Caesars during a one-year period commencing on the date upon which the closing under the put right transaction does not occur.

Caesars and MGM maintain a diverse

- Caesars Tax Matters Agreement. We have entered into a tax matters agreement (the “Tax Matters Agreement”), which addresses matters relating to the payment of taxes and entitlement to tax refunds by Caesars, Caesars Entertainment Operating Company, Inc. (“CEOC”), VICI LP and us, and allocates certain liabilities, including providing for certain covenants and indemnities, relating to the payment of such taxes, receipt of such refunds, and preparation of tax returns relating thereto.

In general, the Tax Matters Agreement provides for the preparation and filing by Caesars of tax returns relating to CEOC and for the preparation and filing by us of tax returns relating to us and our operations.

Under the Tax Matters Agreement, Caesars has agreed to indemnify us for any taxes allocated to CEOC that we are required to pay pursuant to our tax returns and we have agreed to indemnify Caesars for any taxes allocated to us that Caesars or CEOC is required to pay pursuant to a Caesars or CEOC tax return.

Under the Tax Matters Agreement, Caesars has agreed to indemnify us for taxes attributable to acts or omissions taken by Caesars and we have agreed to indemnify Caesars for taxes attributable to our acts or omissions, in each case that cause a failure of the transactions entered into as part of the Plan of Reorganization (as defined below) to qualify as tax-free under the Internal Revenue Code of 1986, as amended (the “Code”).

- Diversity.

Certain of our tenants report to us on, among other things, LEED certification, water, energy and fuel use, greenhouse gas emissions and waste generation and diversion.

In partnership with CDN Golf and with the assistance of our consultants and advisors, we expect that our performance assessment and the ongoing expansion of our monitoring and reporting functions will inform our ability to set meaningful performance and improvement targets with respect to the environmental impact of our operations in future years.

acquisition opportunities and other factors.

- our inability to successfully pursue investments in, and acquisitions of, additional properties;

As of December 31, [removed: 2023,] [added: 2024,] we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows.

For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]

535 Madison Avenue, [removed: 20th] [added: 28th] Floor New York, New York 10022

As of June [removed: 30, 2023] [added: 28, 2024] (the last business day of VICI Properties Inc.’s most recently completed second fiscal quarter), the aggregate market value of the common stock held by non-affiliates of VICI Properties Inc. was approximately [removed: $31.6] [added: $29.8] billion, based on the closing price of the common stock as reported on the NYSE on that date.

VICI Properties L.P. had no [removed: publicly-traded] [added: publicly traded] voting equity as of June 30, [removed: 2023.][added: 2024.]

As of February [removed: 21, 2024,] [added: 19, 2025,] VICI Properties Inc. had [removed: 1,042,679,525] [added: 1,056,339,141] shares of common stock, $0.01 par value per share, outstanding.

Portions of the VICI Properties Inc.’s definitive proxy statement relating to the [removed: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the calendar year to which this report relates, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.

This report combines the annual reports on Form 10-K for the year ended December 31, [removed: 2023] [added: 2024] of VICI Properties Inc. and VICI Properties L.P. Unless stated otherwise or the context otherwise requires, references to “VICI” mean VICI Properties Inc. and its consolidated subsidiaries, including VICI Properties OP LLC (“VICI OP”), and references to “VICI LP” mean VICI Properties L.P. and its consolidated subsidiaries.

As of December 31, [removed: 2023,] [added: 2024,] VICI owns 100% of the limited liability company interests of VICI Properties HoldCo LLC (“HoldCo”), which in turn owns approximately [removed: 98.8%] [added: 98.9%] of the limited liability company interest of VICI OP (such interests, “VICI OP Units”), our operating partnership, which in turns owns 100% of the limited partnership interest in VICI LP.

The following diagram details VICI’s organizational structure as of December 31, [removed: 2023.][added: 2024.]

][added: Struture.gif](https://www.sec.gov/Archives/edgar/data/1705696/000170569625000033/vici-20241231_g1.gif)]

As of December 31, [removed: 2023,] [added: 2024,] the primary areas of difference between the Consolidated Financial Statements of VICI and those of VICI LP were cash and cash equivalents, stockholders’ equity and partners’ capital, non-controlling interests, and golf operations, which include the assets and liabilities and income and expenses of VICI Golf.

| | | | [Item 1 – [removed: Business](#ib2fc48f0ddf244d9844b8de22bde2e36_16)] [added: Business](#i3c840a6496624dd69e6f35c6d3776189_16)] | | | [removed: [2](#ib2fc48f0ddf244d9844b8de22bde2e36_16)] [added: [2](#i3c840a6496624dd69e6f35c6d3776189_16)] | | |

| | | | [Item 1A – Risk [removed: Factors](#ib2fc48f0ddf244d9844b8de22bde2e36_22)] [added: Factors](#i3c840a6496624dd69e6f35c6d3776189_22)] | | | [removed: [17](#ib2fc48f0ddf244d9844b8de22bde2e36_22)] [added: [17](#i3c840a6496624dd69e6f35c6d3776189_22)] | | |

| | | | [Item 1B – Unresolved Staff [removed: Comments](#ib2fc48f0ddf244d9844b8de22bde2e36_25)] [added: Comments](#i3c840a6496624dd69e6f35c6d3776189_25)] | | | [removed: [36](#ib2fc48f0ddf244d9844b8de22bde2e36_25)] [added: [33](#i3c840a6496624dd69e6f35c6d3776189_25)] | | |

| | | | [Item 1C – [removed: Cybersecurity](#ib2fc48f0ddf244d9844b8de22bde2e36_1497)] [added: Cybersecurity](#i3c840a6496624dd69e6f35c6d3776189_28)] | | | [removed: [36](#ib2fc48f0ddf244d9844b8de22bde2e36_1497)] [added: [33](#i3c840a6496624dd69e6f35c6d3776189_28)] | | |

| | | | [Item 2 – [removed: Properties](#ib2fc48f0ddf244d9844b8de22bde2e36_28)] [added: Properties](#i3c840a6496624dd69e6f35c6d3776189_31)] | | | [removed: [37](#ib2fc48f0ddf244d9844b8de22bde2e36_28)] [added: [34](#i3c840a6496624dd69e6f35c6d3776189_31)] | | |

| | | | [Item 3 – Legal [removed: Proceedings](#ib2fc48f0ddf244d9844b8de22bde2e36_31)] [added: Proceedings](#i3c840a6496624dd69e6f35c6d3776189_34)] | | | [removed: [37](#ib2fc48f0ddf244d9844b8de22bde2e36_31)] [added: [35](#i3c840a6496624dd69e6f35c6d3776189_34)] | | |

| | | | [Item 4 – Mine Safety [removed: Disclosures](#ib2fc48f0ddf244d9844b8de22bde2e36_34)] [added: Disclosures](#i3c840a6496624dd69e6f35c6d3776189_37)] | | | [removed: [37](#ib2fc48f0ddf244d9844b8de22bde2e36_34)] [added: [35](#i3c840a6496624dd69e6f35c6d3776189_37)] | | |

| | | | [Item 5 – Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib2fc48f0ddf244d9844b8de22bde2e36_40)] [added: Securities](#i3c840a6496624dd69e6f35c6d3776189_43)] | | | [removed: [38](#ib2fc48f0ddf244d9844b8de22bde2e36_40)] [added: [36](#i3c840a6496624dd69e6f35c6d3776189_43)] | | |

| | | | [Item 6 – [removed: \[Reserved\]](#ib2fc48f0ddf244d9844b8de22bde2e36_43)] [added: \[Reserved\]](#i3c840a6496624dd69e6f35c6d3776189_46)] | | | [removed: [40](#ib2fc48f0ddf244d9844b8de22bde2e36_43)] [added: [38](#i3c840a6496624dd69e6f35c6d3776189_46)] | | |

| | | | [Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib2fc48f0ddf244d9844b8de22bde2e36_46)] [added: Operations](#i3c840a6496624dd69e6f35c6d3776189_49)] | | | [removed: [40](#ib2fc48f0ddf244d9844b8de22bde2e36_46)] [added: [38](#i3c840a6496624dd69e6f35c6d3776189_49)] | | |

| | | | [Item 7A – Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib2fc48f0ddf244d9844b8de22bde2e36_55)] [added: Risk](#i3c840a6496624dd69e6f35c6d3776189_58)] | | | [removed: [55](#ib2fc48f0ddf244d9844b8de22bde2e36_55)] [added: [53](#i3c840a6496624dd69e6f35c6d3776189_58)] | | |

| | | | [Item 8 – Financial Statements and Supplementary [removed: Data](#ib2fc48f0ddf244d9844b8de22bde2e36_58)] [added: Data](#i3c840a6496624dd69e6f35c6d3776189_61)] | | | [removed: [55](#ib2fc48f0ddf244d9844b8de22bde2e36_58)] [added: [53](#i3c840a6496624dd69e6f35c6d3776189_61)] | | |

| | | | [Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib2fc48f0ddf244d9844b8de22bde2e36_61)] [added: Disclosure](#i3c840a6496624dd69e6f35c6d3776189_64)] | | | [removed: [56](#ib2fc48f0ddf244d9844b8de22bde2e36_61)] [added: [53](#i3c840a6496624dd69e6f35c6d3776189_64)] | | |

| | | | [Item 9A – Controls and [removed: Procedures](#ib2fc48f0ddf244d9844b8de22bde2e36_64)] [added: Procedures](#i3c840a6496624dd69e6f35c6d3776189_67)] | | | [removed: [56](#ib2fc48f0ddf244d9844b8de22bde2e36_64)] [added: [53](#i3c840a6496624dd69e6f35c6d3776189_67)] | | |

| | | | [Item 9B – Other [removed: Information](#ib2fc48f0ddf244d9844b8de22bde2e36_67)] [added: Information](#i3c840a6496624dd69e6f35c6d3776189_70)] | | | [removed: [57](#ib2fc48f0ddf244d9844b8de22bde2e36_67)] [added: [55](#i3c840a6496624dd69e6f35c6d3776189_70)] | | |

| | | | [Item 9C – Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib2fc48f0ddf244d9844b8de22bde2e36_70)] [added: Inspections](#i3c840a6496624dd69e6f35c6d3776189_73)] | | | [removed: [57](#ib2fc48f0ddf244d9844b8de22bde2e36_70)] [added: [55](#i3c840a6496624dd69e6f35c6d3776189_73)] | | |

| [Part [removed: III](#ib2fc48f0ddf244d9844b8de22bde2e36_73)] [added: III](#i3c840a6496624dd69e6f35c6d3776189_76)] | | | | | | | | |

| | | | [Item 10 – Directors, Executive Officers and Corporate [removed: Governance](#ib2fc48f0ddf244d9844b8de22bde2e36_76)] [added: Governance](#i3c840a6496624dd69e6f35c6d3776189_79)] | | | [removed: [58](#ib2fc48f0ddf244d9844b8de22bde2e36_76)] [added: [56](#i3c840a6496624dd69e6f35c6d3776189_79)] | | |

| | | | [Item 11 – Executive [removed: Compensation](#ib2fc48f0ddf244d9844b8de22bde2e36_79)] [added: Compensation](#i3c840a6496624dd69e6f35c6d3776189_82)] | | | [removed: [58](#ib2fc48f0ddf244d9844b8de22bde2e36_79)] [added: [56](#i3c840a6496624dd69e6f35c6d3776189_82)] | | |

| | | | [Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib2fc48f0ddf244d9844b8de22bde2e36_82)] [added: Matters](#i3c840a6496624dd69e6f35c6d3776189_85)] | | | [removed: [58](#ib2fc48f0ddf244d9844b8de22bde2e36_82)] [added: [56](#i3c840a6496624dd69e6f35c6d3776189_85)] | | |

| | | | [Item 13 – Certain Relationships and Related Transactions, and Director [removed: Independence](#ib2fc48f0ddf244d9844b8de22bde2e36_85)] [added: Independence](#i3c840a6496624dd69e6f35c6d3776189_88)] | | | [removed: [58](#ib2fc48f0ddf244d9844b8de22bde2e36_85)] [added: [56](#i3c840a6496624dd69e6f35c6d3776189_88)] | | |

| | | | [Item 14 – Principal Accountant Fees and [removed: Services](#ib2fc48f0ddf244d9844b8de22bde2e36_88)] [added: Services](#i3c840a6496624dd69e6f35c6d3776189_91)] | | | [removed: [58](#ib2fc48f0ddf244d9844b8de22bde2e36_88)] [added: [56](#i3c840a6496624dd69e6f35c6d3776189_91)] | | |

| | | | [Item 15 – Exhibits and Financial Statement [removed: Schedules](#ib2fc48f0ddf244d9844b8de22bde2e36_94)] [added: Schedules](#i3c840a6496624dd69e6f35c6d3776189_97)] | | | [removed: [59](#ib2fc48f0ddf244d9844b8de22bde2e36_94)] [added: [57](#i3c840a6496624dd69e6f35c6d3776189_97)] | | |

| | | | [Item 16 – Form 10-K [removed: Summary](#ib2fc48f0ddf244d9844b8de22bde2e36_100)] [added: Summary](#i3c840a6496624dd69e6f35c6d3776189_103)] | | | [removed: [65](#ib2fc48f0ddf244d9844b8de22bde2e36_100)] [added: [63](#i3c840a6496624dd69e6f35c6d3776189_103)] | | |

| [Index to Consolidated Financial Statements and [removed: Schedule](#ib2fc48f0ddf244d9844b8de22bde2e36_106)] [added: Schedule](#i3c840a6496624dd69e6f35c6d3776189_109)] | | | | | | [F - [removed: 1](#ib2fc48f0ddf244d9844b8de22bde2e36_106)] [added: 1](#i3c840a6496624dd69e6f35c6d3776189_109)] | | |

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

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

- We and our tenants face extensive regulation from gaming and other regulatory authorities, and our charter provides that any of our shares held by investors who are found to be unsuitable by state gaming regulatory authorities are subject to [removed: redemption.][added: redemption, which may delay or prohibit a change in control.]

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

| [Part I](#i3c840a6496624dd69e6f35c6d3776189_13) | | | | | | | | |

| [Part II](#i3c840a6496624dd69e6f35c6d3776189_40) | | | | | | | | |

| [Part IV](#i3c840a6496624dd69e6f35c6d3776189_94) | | | | | | | | |

| [Signatures](#i3c840a6496624dd69e6f35c6d3776189_106) | | | | | | [64](#i3c840a6496624dd69e6f35c6d3776189_106) | | |

- Our ability to sell, dispose of and use our properties may be limited by the contractual terms of our lease agreements, tax protection agreements or other agreements with our tenants, or otherwise impacted by matters relating to our real estate ownership.

- We are exposed to risks related to certain of our properties that are subject to ground and use lease arrangements.

- Our business is subject to risks associated with the potential sale or divestiture of properties or assets in the event we elect to pursue such sale or divestiture after an evaluation of our portfolio of businesses, including loss of revenue and lower-than-expected proceeds.

- Our business is subject to risks associated with environmental compliance, including as a result of climate change laws and regulations and the transition to a lower carbon economy, and potential costs and liabilities associated with such compliance may materially impair the value of certain real estate properties owned by us.

- We or our tenants may experience uninsured or underinsured losses, which could result in a significant loss of the capital we have invested in a property, decrease anticipated future revenues or cause us to incur unanticipated expenses.

- Terrorist attacks or other acts of violence may affect our business and properties or our tenants’ businesses and operations at such properties.

- Properties within our portfolio are, and properties that we may acquire in the future are likely to be, operated and promoted under certain trademarks and brand names that we do not own.

- Heightened interest rates have, and may continue to, increase our overall interest expense.

- Complying with REIT requirements may cause us to liquidate or forgo otherwise attractive opportunities and limit our expansion opportunities, or otherwise adversely affect our ability to execute our business plan.

- If VICI OP fails to qualify as a partnership for U.S. federal income tax purposes, we would fail to qualify as a REIT and suffer other adverse tax consequences.

- Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow.

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

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

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

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

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

- We may sell or divest different properties or assets after an evaluation of our portfolio of businesses.

Such sales or divestitures could affect our costs, revenues, results of operations, financial condition and liquidity.

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

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

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

- Qualification to be taxed as a REIT involves highly technical and complex provisions of the Code, and violations of these provisions could jeopardize our REIT qualification.

- The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels, nor can we make assurances of our ability to make distributions in the future.

We may use borrowed funds to make distributions.

- Certain provisions of Maryland law may limit the ability of a third party to acquire control of us.

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

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

In the event of a cybersecurity incident, we maintain a regularly tested incident response program, including response [removed: programs] [added: playbooks] specifically designed [removed: for common threats.][added: to address our areas of higher risk.]

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

[removed: Risk](#ib2fc48f0ddf244d9844b8de22bde2e36_22) [](#ib2fc48f0ddf244d9844b8de22bde2e36_22)[Factors](#ib2fc48f0ddf244d9844b8de22bde2e36_22).”][added: Risk Factors](#i3c840a6496624dd69e6f35c6d3776189_22)”.]

vendors and annual due diligence with respect to key third-party vendors.

We also maintain cybersecurity insurance coverage; for more information regarding cybersecurity insurance, see “[Item 1A.

Risk Factors](#i3c840a6496624dd69e6f35c6d3776189_22)”.

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

[removed: Our geographically diverse portfolio consists of 93 experiential assets as of December 31, 2023, 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, three of the most iconic entertainment facilities on the Las Vegas Strip, approximately 33 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars and four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.

See [Item 1 - “Business - Our [removed: Properties”](#ib2fc48f0ddf244d9844b8de22bde2e36_16)] [added: Properties”](#i3c840a6496624dd69e6f35c6d3776189_16)] for further information pertaining to our properties.

Our geographically diverse portfolio consists of 93 experiential assets as of December 31, 2024, consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM

As of February [removed: 21, 2024,] [added: 19, 2025,] there were [removed: 1,042,679,525] [added: 1,056,339,141] shares of common stock issued and outstanding that were held by [removed: 313] [added: 331] stockholders of record.

Risk [removed: Factors](#ib2fc48f0ddf244d9844b8de22bde2e36_22)”.][added: Factors](#i3c840a6496624dd69e6f35c6d3776189_22)”.]

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

VICI did not sell any unregistered equity securities during the year ended December 31, [removed: 2023.][added: 2024.]

During the three months ended December 31, [removed: 2023,] [added: 2024,] VICI did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act.

As of February [removed: 22, 2024,] [added: 19, 2025,] there was one holder of record of limited partnership units of VICI LP.

VICI LP did not sell any unregistered equity securities during the year ended December 31, [removed: 2023.][added: 2024.]

During the three months ended December 31, [removed: 2023,] [added: 2024,] VICI LP did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act.

The graph below compares our cumulative total stockholder return for the period from December 31, [removed: 2018] [added: 2019] to December 31, [removed: 2023] [added: 2024] on our common stock with the cumulative total returns of the S&P 500 Index and the MSCI US REIT index.

The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends as required by the SEC) from December 31, [removed: 2018] [added: 2019] until December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

| Company / Index | | | | | | [removed: 12/31/18] [added: 12/31/19] | | | | | | [removed: 12/31/19] [added: 12/31/20] | | | | | | [removed: 12/31/20] [added: 12/31/21] | | | | | | [removed: 12/31/21] [added: 12/31/22] | | | | | | [removed: 12/31/22] [added: 12/31/23] | | | | | | [removed: 12/31/23] [added: 12/31/24] | | |

| VICI Properties Inc. | | | | | | $ | 100.0 | | | | | $ | 106.0 | | | | | $ | 131.1 | | | | | $ | 148.3 | | | | | $ | 153.6 | | | | | $ | 148.9 | |

| MSCI US REIT Index | | | | | | $ | 100.0 | | | | | $ | 92.5 | | | | | $ | 132.3 | | | | | $ | 99.9 | | | | | $ | 113.6 | | | | | $ | 123.6 | |

| S&P 500 | | | | | | $ | 100.0 | | | | | $ | 118.4 | | | | | $ | 152.3 | | | | | $ | 124.7 | | | | | $ | 157.5 | | | | | $ | 196.8 | |

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

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

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

- Exhibits and Financial Statement Schedules of this Form 10-K appear on pages F-2 to [removed: F-53.][added: F-52.]

See accompanying [Index to the Consolidated Financial [removed: Statements](#ib2fc48f0ddf244d9844b8de22bde2e36_106)] [added: Statements](#i3c840a6496624dd69e6f35c6d3776189_109)] on page F-1.

VICI’s management conducted an assessment of the effectiveness of its internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on the framework established in the updated Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management has determined that VICI’s internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

Deloitte & Touche LLP, an independent registered public accounting firm, has audited VICI’s financial statements included in this report on Form 10-K and issued its attestation report, which is included herein and expresses an unqualified opinion on the effectiveness of VICI’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

There have been no changes in VICI’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, VICI’s internal control over financial reporting.

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

VICI LP’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on the framework established in the updated Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management has determined that VICI LP’s internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

Deloitte & Touche LLP, an independent registered public accounting firm, has audited VICI LP’s financial statements included in this report on Form 10-K and issued its attestation report, which is included herein and expresses an unqualified opinion on the effectiveness of VICI LP’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

There have been no changes in VICI LP’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, VICI LP’s internal control over financial reporting.

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

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April [removed: 29, 2024] [added: 30, 2025] with the SEC pursuant to Regulation 14A under the Exchange Act.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April [removed: 29, 2024] [added: 30, 2025] with the SEC pursuant to Regulation 14A under the Exchange Act.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April [removed: 29, 2024] [added: 30, 2025] with the SEC pursuant to Regulation 14A under the Exchange Act.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April [removed: 29, 2024] [added: 30, 2025] with the SEC pursuant to Regulation 14A under the Exchange Act.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April [removed: 29, 2024] [added: 30, 2025] with the SEC pursuant to Regulation 14A under the Exchange Act.

See the accompanying [Index to Consolidated Financial Statements and [removed: Schedules](#ib2fc48f0ddf244d9844b8de22bde2e36_106)] [added: Schedules](#i3c840a6496624dd69e6f35c6d3776189_109)] on page F-1.

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex31.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex31.htm)] | | | | | | [Articles of Amendment and Restatement of VICI Properties [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex31.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex31.htm)] | | | | | | | | | | | | 8-K | | | | | | 3.1 | | | | | | 10/11/2017 | | | | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/0001705696/000170569621000183/vici-articlesofamendmentse.htm)] [added: [3.3](https://www.sec.gov/Archives/edgar/data/0001705696/000170569621000183/vici-articlesofamendmentse.htm)] | | | | | | [Articles of Amendment to the Articles of Amendment and Restatement of VICI Properties [removed: Inc.](http://www.sec.gov/Archives/edgar/data/0001705696/000170569621000183/vici-articlesofamendmentse.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/0001705696/000170569621000183/vici-articlesofamendmentse.htm)] | | | | | | | | | | | | 8-K | | | | | | 3.1 | | | | | | [removed: 3/3/2021] [added: 9/14/2021] | | | | | |

| [removed: [3.3](http://www.sec.gov/Archives/edgar/data/0001705696/000170569621000183/vici-articlesofamendmentse.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000050/vici-articlesofamendment20.htm)] | | | | | | [Articles of Amendment to the Articles of Amendment and Restatement of VICI Properties [removed: Inc.](http://www.sec.gov/Archives/edgar/data/0001705696/000170569621000183/vici-articlesofamendmentse.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000050/vici-articlesofamendment20.htm)] | | | | | | | | | | | | 8-K | | | | | | 3.1 | | | | | | [removed: 9/14/2021] [added: 3/3/2021] | | | | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192026noteofferingx.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192026noteofferingx.htm)] | | | | | | [4.250% Senior Notes Indenture, dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192026noteofferingx.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192026noteofferingx.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 11/26/2019 | | | | | |

| [4.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit42viciexchangeoffer.htm) | | | | | | [Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit42viciexchangeoffer.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 4.2] | | | | | | [added: 2/22/2024] | | | | | |

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

| [4.4](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit44viciexchangeoffer.htm) | | | | | | [Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit44viciexchangeoffer.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 4.4] | | | | | | [added: 2/22/2024] | | | | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2025inde.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2027inde.htm)] | | | | | | [removed: [3.500%] [added: [3.750%] Senior Notes Indenture, dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2025inde.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2027inde.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.1] [added: 4.2] | | | | | | [removed: 2/20/2020] [added: 11/26/2019] | | | | | |

| [removed: [4.6](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit46viciexchangeoffer.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit48viciexchangeoffer.htm)] | | | | | | [Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit46viciexchangeoffer.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit48viciexchangeoffer.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 4.8] | | | | | | [added: 2/22/2024] | | | | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2027inde.htm)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2030inde.htm)] | | | | | | [removed: [3.750%] [added: [4.125%] Senior Notes Indenture, dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2027inde.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2030inde.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.2] [added: 4.3] | | | | | | [removed: 11/26/2019] [added: 2/20/2020] | | | | | |

| [removed: [4.8](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit48viciexchangeoffer.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit410viciexchangeoffe.htm)] | | | | | | [Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit48viciexchangeoffer.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit410viciexchangeoffe.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 4.10] | | | | | | [added: 2/22/2024] | | | | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2030inde.htm)] [added: [4.21](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] | | | | | | [removed: [4.125% Senior Notes Indenture,] [added: [Indenture,] dated as of [removed: February 5, 2020, among] [added: April 29, 2022, relating to the 4.625% Senior Notes due 2025, between] VICI Properties L.P., VICI Note Co. [removed: Inc., the subsidiary guarantors party thereto] [added: Inc.] and UMB Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2030inde.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.3] [added: 4.9] | | | | | | [removed: 2/20/2020] [added: 4/29/2022] | | | | | |

| [removed: [4.10](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit410viciexchangeoffe.htm)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [removed: [Supplemental] [added: [First Supplemental] Indenture, dated as of April 29, 2022, [removed: to the Indenture dated as of February 5, 2020, among] [added: between] VICI Properties [removed: L.P., VICI Note Co. Inc.,] [added: L.P.] and UMB Bank, National Association, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000033/exhibit410viciexchangeoffe.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [removed: X] | | | | | | [added: 8-K] | | | | | | [added: 4.2] | | | | | | [added: 4/29/2022] | | | | | |

| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex41.htm)] [added: [4.9](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex41.htm)] | | | | | | [Indenture, dated as of April 29, 2022, between VICI Properties L.P. and UMB Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex41.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.12](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.12](https://www.sec.gov/Archives/edgar/data/1705696/000110465924130170/tm2431539d1_ex4-2.htm)] | | | | | | [removed: [First] [added: [Third] Supplemental Indenture, dated as of [removed: April 29, 2022, between] [added: December 19, 2024,](https://www.sec.gov/Archives/edgar/data/1705696/000110465924130170/tm2431539d1_ex4-2.htm) [](https://www.sec.gov/Archives/edgar/data/1705696/000110465924130170/tm2431539d1_ex4-2.htm)[between] VICI Properties L.P. and UMB Bank, [removed: National Association,] [added: National](https://www.sec.gov/Archives/edgar/data/1705696/000110465924130170/tm2431539d1_ex4-2.htm) [](https://www.sec.gov/Archives/edgar/data/1705696/000110465924130170/tm2431539d1_ex4-2.htm)[Association,] as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000110465924130170/tm2431539d1_ex4-2.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.2 | | | | | | [removed: 4/29/2022] [added: 12/19/2024] | | | | | |

| [removed: [4.13](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.13](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [Form of Global Note representing the 4.375% Senior Notes due 2025 (included in Exhibit [removed: 4.12).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: 4.10).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.3 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.14](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.14](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [Form of Global Note representing the 4.750% Senior Notes due 2028 (included in Exhibit [removed: 4.12).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: 4.10).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.4 | | | | | | 4/29/2022 | | | | | |

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

| [removed: [4.16](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [Form of Global Note representing the 5.125% Senior Notes due 2032 (included in Exhibit [removed: 4.12).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: 4.10).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.6 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.17](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.17](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [Form of Global Note representing the 5.625% Senior Notes due 2052 (included in Exhibit [removed: 4.12).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: 4.10).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.7 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.18](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex48.htm)] [added: [4.22](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] | | | | | | [Indenture, dated as of April 29, 2022, relating to the [removed: 5.625%] [added: 4.500%] Senior Notes due [removed: 2024,] [added: 2026,] between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex48.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.8] [added: 4.10] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.19](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] [added: [4.23](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] | | | | | | [Indenture, dated as of April 29, 2022, relating to the [removed: 4.625%] [added: 5.750%] Senior Notes due [removed: 2025,] [added: 2027,] between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.9] [added: 4.11] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.20](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] [added: [4.24](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] | | | | | | [Indenture, dated as of April 29, 2022, relating to the 4.500% Senior Notes due [removed: 2026,] [added: 2028,] between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.10] [added: 4.12] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.21](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] [added: [4.25](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] | | | | | | [Indenture, dated as of April 29, 2022, relating to the [removed: 5.750%] [added: 3.875%] Senior Notes due [removed: 2027,] [added: 2029,] between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.11] [added: 4.13] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.24](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex48.htm)] [added: [4.29](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] | | | | | | [Form of Global Note representing the [removed: 5.625%] [added: 4.500%] Senior Notes due [removed: 2024] [added: 2028] (included in Exhibit [removed: 4.18).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex48.htm)] [added: 4.24).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.14] [added: 4.18] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.25](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] [added: [4.26](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] | | | | | | [Form of Global Note representing the 4.625% Senior Notes due 2025 (included in Exhibit [removed: 4.19).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] [added: 4.21).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.15 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.26](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] [added: [4.27](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] | | | | | | [Form of Global Note representing the 4.500% Senior Notes due 2026 (included in Exhibit [removed: 4.20).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] [added: 4.22).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.16 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.27](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] [added: [4.28](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] | | | | | | [Form of Global Note representing the 5.750% Senior Notes due 2027 (included in Exhibit [removed: 4.21).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] [added: 4.23).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.17 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.28](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] [added: [4.30](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] | | | | | | [Form of Global Note representing the [removed: 4.500%] [added: 3.875%] Senior Notes due [removed: 2028] [added: 2029] (included in Exhibit [removed: 4.22).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] [added: 4.25).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.18] [added: 4.19] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.29](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] [added: [4.19](https://www.sec.gov/Archives/edgar/data/1705696/000110465924035576/tm249036d1_ex4-2.htm)] | | | | | | [Form of Global Note representing the [removed: 3.875%] [added: 6.125%] Senior Notes due [removed: 2029] [added: 2054] (included in Exhibit [removed: 4.23).](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] [added: 4.11)](https://www.sec.gov/Archives/edgar/data/1705696/000110465924035576/tm249036d1_ex4-2.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.19] [added: 4.4] | | | | | | [removed: 4/29/2022] [added: 3/18/2024] | | | | | |

| [removed: [4.30](https://www.sec.gov/Archives/edgar/data/789570/000119312516549310/d177305dex41.htm)] [added: [4.33](https://www.sec.gov/Archives/edgar/data/1656936/000119312516680168/d51988dex41.htm)] | | | | | | [Indenture, dated as of [removed: April 20,] [added: August 12,] 2016, among [removed: MGP Escrow Issuer, LLC and] [added: MGM Growth Properties Operating Partnership LP,] MGP [removed: Escrow] [added: Finance] Co-Issuer, [removed: Inc.] [added: Inc., the subsidiary guarantors party thereto] and U.S. Bank National Association, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/789570/000119312516549310/d177305dex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312516680168/d51988dex41.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | [removed: 4/21/2016] [added: 8/12/2016] | | | | | |

| [removed: [4.31](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex41.htm)] [added: [4.34](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex42.htm)] | | | | | | [Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of [removed: April 20,] [added: August 12,] 2016, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex41.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex42.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.1] [added: 4.2] | | | | | | 9/27/2021 | | | | | |

| [removed: [4.32](https://www.sec.gov/Archives/edgar/data/1656936/000119312520162252/d927045dex41.htm)] [added: [4.31](https://www.sec.gov/Archives/edgar/data/1656936/000119312520162252/d927045dex41.htm)] | | | | | | [Indenture, dated as of June 5, 2020, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors named therein, and U.S. Bank National Association as Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312520162252/d927045dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 6/5/2020 | | | | | |

| [removed: [4.33](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex45.htm)] [added: [4.32](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex45.htm)] | | | | | | [First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of June 5, 2020, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex45.htm) | | | | | | | | | | | | 8-K | | | | | | 4.5 | | | | | | 9/27/2021 | | | | | |

| [removed: [4.34](https://www.sec.gov/Archives/edgar/data/1656936/000119312516680168/d51988dex41.htm)] [added: [4.37](https://www.sec.gov/Archives/edgar/data/1656936/000119312517290490/d450326dex41.htm)] | | | | | | [Indenture, dated as of [removed: August 12, 2016,] [added: September 21, 2017,] among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312516680168/d51988dex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312517290490/d450326dex41.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | [removed: 8/12/2016] [added: 9/21/2017] | | | | | |

| [removed: [4.35](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex42.htm)] [added: [4.38](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex43.htm)] | | | | | | [Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of [removed: August 12, 2016,] [added: September 21, 2017,] by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex42.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex43.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.2] [added: 4.3] | | | | | | 9/27/2021 | | | | | |

| [removed: [4.36](https://www.sec.gov/Archives/edgar/data/1656936/000119312519017149/d697852dex41.htm)] [added: [4.35](https://www.sec.gov/Archives/edgar/data/1656936/000119312519017149/d697852dex41.htm)] | | | | | | [Indenture, dated as of January 25, 2019, among the MGM Growth Propertied Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312519017149/d697852dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 1/25/2019 | | | | | |

| [removed: [4.37](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex44.htm)] [added: [4.36](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex44.htm)] | | | | | | [Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of January 25, 2019, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex44.htm) | | | | | | | | | | | | 8-K | | | | | | 4.4 | | | | | | 9/27/2021 | | | | | |

| [removed: [4.38](https://www.sec.gov/Archives/edgar/data/1656936/000119312517290490/d450326dex41.htm)] [added: [4.40](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex46.htm)] | | | | | | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated as of September [removed: 21, 2017,] [added: 23, 2021, to the Indenture dated as of November 19, 2020, by and] among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the [removed: subsidiary guarantors] [added: Subsidiary Guarantors] party thereto and U.S. Bank National Association, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312517290490/d450326dex41.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex46.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.1] [added: 4.6] | | | | | | [removed: 9/21/2017] [added: 9/27/2021] | | | | | |

See the accompanying [Index to Consolidated Financial Statements and Schedules](#i3c840a6496624dd69e6f35c6d3776189_109) on page F-1.

| [4.11](https://www.sec.gov/Archives/edgar/data/1705696/000110465924035576/tm249036d1_ex4-2.htm) | | | | | | [Second Supplemental Indenture, dated as of March 18, 2024, between VICI Properties L.P. and UMB Bank, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000110465924035576/tm249036d1_ex4-2.htm) | | | | | | | | | | | | 8-K | | | | | | 4.2 | | | | | | 3/18/2024 | | | | | |

| [4.18](https://www.sec.gov/Archives/edgar/data/1705696/000110465924035576/tm249036d1_ex4-2.htm) | | | | | | [Form of Global Note representing the 5.750% Senior Notes due 2034 (included in Exhibit 4.11)](https://www.sec.gov/Archives/edgar/data/1705696/000110465924035576/tm249036d1_ex4-2.htm) | | | | | | | | | | | | 8-K | | | | | | 4.3 | | | | | | 3/18/2024 | | | | | |

| [4.20](https://www.sec.gov/Archives/edgar/data/1705696/000110465924130170/tm2431539d1_ex4-2.htm) | | | | | | [Form of Global Note representing the 5.125% Senior Notes due 2031 (included in Exhibit 4.12)](https://www.sec.gov/Archives/edgar/data/1705696/000110465924130170/tm2431539d1_ex4-2.htm) | | | | | | | | | | | | 8-K | | | | | | 4.3 | | | | | | 12/19/2024 | | | | | |

| [10.37](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000099/redline-vicixconformedcred.htm) | | | | | | [Third Amendment to Credit Agreement dated as of June 17, 2024, to the Credit Agreement dated as of February 8, 2022, by and among VICI Properties L.P., as Borrower, the financial institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent.](https://www.sec.gov/Archives/edgar/data/1705696/000170569624000099/redline-vicixconformedcred.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 7/31/2024 | | | | | |

| [10.38](https://www.sec.gov/Archives/edgar/data/1705696/000110465925008898/tm254973d1_ex10-1.htm) | | | | | | [Credit Agreement, dated as of February 3, 2025, by and among VICI Properties L.P., as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, N.A., as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1705696/000110465925008898/tm254973d1_ex10-1.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 2/4/2025 | | | | | |

| [19.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569625000033/vici-insidertradingpolicyf.htm) | | | | | | [Inside Information and Securities Trading Policy and Procedures of](https://www.sec.gov/Archives/edgar/data/1705696/000170569625000033/vici-insidertradingpolicyf.htm) [](https://www.sec.gov/Archives/edgar/data/1705696/000170569625000033/vici-insidertradingpolicyf.htm)[VICI Properties Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569625000033/vici-insidertradingpolicyf.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| [4.22](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm) | | | | | | [Indenture, dated as of April 29, 2022, relating to the 4.500% Senior Notes due 2028, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm) | | | | | | | | | | | | 8-K | | | | | | 4.12 | | | | | | 4/29/2022 | | | | | |

| [4.23](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm) | | | | | | [Indenture, dated as of April 29, 2022, relating to the 3.875% Senior Notes due 2029, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm) | | | | | | | | | | | | 8-K | | | | | | 4.13 | | | | | | 4/29/2022 | | | | | |

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

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

| February [removed: 22, 2024] [added: 20, 2025] | | | By: | | | /S/ EDWARD B. PITONIAK | | |

| /S/ EDWARD B. PITONIAK | | | | | | Chief Executive Officer and Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /S/ DAVID A. KIESKE | | | | | | Chief Financial Officer | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /S/ GABRIEL F. WASSERMAN | | | | | | Chief Accounting Officer | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /S/ JAMES R. ABRAHAMSON | | | | | | Chair of the Board of Directors | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /S/ DIANA F. CANTOR | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /S/ MONICA H. DOUGLAS | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /S/ ELIZABETH I. HOLLAND | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /S/ CRAIG MACNAB | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /S/ MICHAEL D. RUMBOLZ | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| [removed: | | |] [Reports of Independent Registered Public Accounting [removed: Firm](#ib2fc48f0ddf244d9844b8de22bde2e36_109)] [added: Firm](#i3c840a6496624dd69e6f35c6d3776189_112)] (PCAOB ID No. 34) | | | | | | [added: | | |] [F - [removed: 2](#ib2fc48f0ddf244d9844b8de22bde2e36_109)] [added: 2](#i3c840a6496624dd69e6f35c6d3776189_112)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#ib2fc48f0ddf244d9844b8de22bde2e36_112)] [added: 2023](#i3c840a6496624dd69e6f35c6d3776189_115)] | | | | | | [F [removed: -](#ib2fc48f0ddf244d9844b8de22bde2e36_112) [8](#ib2fc48f0ddf244d9844b8de22bde2e36_112)] [added: - 8](#i3c840a6496624dd69e6f35c6d3776189_115)] | | |

| | | | Year Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | | | | | | |

| | | | | | | [Consolidated Statements of Operations and Comprehensive [removed: Income](#ib2fc48f0ddf244d9844b8de22bde2e36_115)] [added: Income](#i3c840a6496624dd69e6f35c6d3776189_118)] | | | [F - [removed: 9](#ib2fc48f0ddf244d9844b8de22bde2e36_115)] [added: 9](#i3c840a6496624dd69e6f35c6d3776189_118)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ [removed: Equity](#ib2fc48f0ddf244d9844b8de22bde2e36_118)] [added: Equity](#i3c840a6496624dd69e6f35c6d3776189_121)] | | | [F - [removed: 10](#ib2fc48f0ddf244d9844b8de22bde2e36_118)] [added: 10](#i3c840a6496624dd69e6f35c6d3776189_121)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#ib2fc48f0ddf244d9844b8de22bde2e36_121)] [added: Flows](#i3c840a6496624dd69e6f35c6d3776189_124)] | | | [F - [removed: 11](#ib2fc48f0ddf244d9844b8de22bde2e36_121)] [added: 11](#i3c840a6496624dd69e6f35c6d3776189_124)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#ib2fc48f0ddf244d9844b8de22bde2e36_127)] [added: 2023](#i3c840a6496624dd69e6f35c6d3776189_130)] | | | | | | [F - [removed: 13](#ib2fc48f0ddf244d9844b8de22bde2e36_127)] [added: 13](#i3c840a6496624dd69e6f35c6d3776189_130)] | | |

| | | | | | | [Consolidated Statements of Operations and Comprehensive [removed: Income](#ib2fc48f0ddf244d9844b8de22bde2e36_130)] [added: Income](#i3c840a6496624dd69e6f35c6d3776189_133)] | | | [F - [removed: 14](#ib2fc48f0ddf244d9844b8de22bde2e36_130)] [added: 14](#i3c840a6496624dd69e6f35c6d3776189_133)] | | |

| | | | | | | [Consolidated Statements of Partners' [removed: Capital](#ib2fc48f0ddf244d9844b8de22bde2e36_133)] [added: Capital](#i3c840a6496624dd69e6f35c6d3776189_136)] | | | [F - [removed: 15](#ib2fc48f0ddf244d9844b8de22bde2e36_133)] [added: 15](#i3c840a6496624dd69e6f35c6d3776189_136)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#ib2fc48f0ddf244d9844b8de22bde2e36_136)] [added: Flows](#i3c840a6496624dd69e6f35c6d3776189_139)] | | | [F - [removed: 16](#ib2fc48f0ddf244d9844b8de22bde2e36_136)] [added: 16](#i3c840a6496624dd69e6f35c6d3776189_139)] | | |

| [removed: | | |] [Notes to Consolidated Financial [removed: Statements](#ib2fc48f0ddf244d9844b8de22bde2e36_139)] [added: Statements](#i3c840a6496624dd69e6f35c6d3776189_142)] | | | | | | [added: | | |] [F - [removed: 18](#ib2fc48f0ddf244d9844b8de22bde2e36_139)] [added: 18](#i3c840a6496624dd69e6f35c6d3776189_142)] | | |

We have audited the accompanying consolidated balance sheets of VICI Properties Inc. and subsidiaries (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations and comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 22, 2024,] [added: 20, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.

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 [removed: asset’s] [added: lease’s] effective interest rate.

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 [removed: 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.

We have audited the internal control over financial reporting of VICI Properties Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] of the Company and our report dated February [removed: 22, 2024,] [added: 20, 2025,] expressed an unqualified opinion on those consolidated financial statements.

We have audited the accompanying consolidated balance sheets of VICI Properties L.P. and subsidiaries (the "Partnership") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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, [removed: 2023,] [added: 2024,] 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, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 22, 2024,] [added: 20, 2025,] expressed an unqualified opinion on the Partnership's internal control over financial reporting.

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 [removed: asset’s] [added: lease’s] effective interest rate.

We have audited the internal control over financial reporting of VICI Properties L.P. and subsidiaries (the “Partnership”) as of December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] of the Partnership and our report dated February [removed: 22, 2024,] [added: 20, 2025,] expressed an unqualified opinion on those consolidated financial statements.

| | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Investments in leases - sales-type, net | | | $ | [removed: 23,015,931] [added: 23,581,101] | | | | | $ | [removed: 17,172,325] [added: 23,015,931] | |

| Investments in leases - financing receivables, net | | | [removed: 18,211,102] [added: 18,430,320] | | | | | | [removed: 16,740,770] [added: 18,211,102] | | |

| Investments in loans and securities, net | | | [removed: 1,144,177] [added: 1,651,533] | | | | | | [removed: 685,793] [added: 1,144,177] | | |

| February 20, 2025 | | | By: | | | /S/ EDWARD B. PITONIAK | | |

February 20, 2025

February 20, 2025

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 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.

February 20, 2025

February 20, 2025

| Net income | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 2,678,810 | | | | | | 2,678,810 | | | | | | 42,432 | | | | | | 2,721,242 | | |

| Issuance of common stock, net | | | 132 | | | | | | | | | | | | 378,554 | | | | | | — | | | | | | — | | | | | | 378,686 | | | | | | — | | | | | | 378,686 | | |

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

| Reallocation of equity | | | — | | | | | | | | | | | | (975) | | | | | | — | | | | | | — | | | | | | (975) | | | | | | 975 | | | | | | — | | |

| Dividends and distributions declared ($1.695 per common share) | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (1,777,172) | | | | | | (1,777,172) | | | | | | (31,447) | | | | | | (1,808,619) | | |

| Reclassification of derivative gain to Interest expense | | | — | | | | | | | | | | | | — | | | | | | (24,384) | | | | | | — | | | | | | (24,384) | | | | | | (278) | | | | | | (24,662) | | |

| Unrealized gain on cash flow hedges | | | — | | | | | | | | | | | | — | | | | | | 26,668 | | | | | | — | | | | | | 26,668 | | | | | | 305 | | | | | | 26,973 | | |

| Foreign currency translation adjustments | | | — | | | | | | | | | | | | — | | | | | | (11,580) | | | | | | — | | | | | | (11,580) | | | | | | (182) | | | | | | (11,762) | | |

| Balance as of December 31, 2024 | | | $ | 10,564 | | | | | | | | | | | $ | 24,515,417 | | | | | $ | 144,574 | | | | | $ | 1,867,400 | | | | | $ | 26,537,955 | | | | | $ | 413,846 | | | | | $ | 26,951,801 | |

| Net income | | | $ | 2,721,242 | | | | | $ | 2,554,622 | | | | | $ | 1,136,267 | |

| Depreciation | | | 4,125 | | | | | | 4,298 | | | | | | 3,182 | | |

| Change in allowance for credit losses | | | 126,720 | | | | | | 102,824 | | | | | | 834,494 | | |

| Proceeds from senior unsecured notes offerings | | | 1,771,168 | | | | | | — | | | | | | 5,000,000 | | |

| Redemption of senior unsecured notes | | | (1,800,000) | | | | | | — | | | | | | — | | |

| Land | | | 150,727 | | | | | | 150,727 | | |

| Cash and cash equivalents | | | 456,899 | | | | | | 471,584 | | |

| Debt, net | | | $ | 16,732,889 | | | | | $ | 16,724,125 | |

*Note: As of December 31, 2024 and December 31, 2023, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $802.7 million, $737.1 million, $25.0 million and $20.6 million, respectively, and $701.1 million, $703.6 million, $29.8 million, and $18.7 million, respectively, of Allowance for credit losses.

| Income from sales-type leases | | | $ | 2,068,443 | | | | | $ | 1,980,178 | | | | | $ | 1,464,245 | |

| Income from lease financing receivables, loans and securities | | | 1,662,889 | | | | | | 1,519,516 | | | | | | 1,041,229 | | |

| Other income | | | 77,422 | | | | | | 73,326 | | | | | | 59,629 | | |

| Other expenses | | | 77,422 | | | | | | 73,326 | | | | | | 59,629 | | |

| Change in allowance for credit losses | | | 126,720 | | | | | | 102,824 | | | | | | 834,494 | | |

| Transaction and acquisition expenses | | | 4,567 | | | | | | 8,017 | | | | | | 22,653 | | |

| Income from unconsolidated affiliate | | | — | | | | | | 1,280 | | | | | | 59,769 | | |

| Interest expense | | | (826,097) | | | | | | (818,056) | | | | | | (539,953) | | |

| Other gains | | | 581 | | | | | | 4,456 | | | | | | — | | |

| Net income attributable to partners | | | $ | 2,704,255 | | | | | $ | 2,535,066 | | | | | $ | 1,118,471 | |

| Foreign currency translation adjustments | | | (11,762) | | | | | | 1,952 | | | | | | — | | |

| Net income | | | 2,704,255 | | | | | | | | | | | | — | | | | | | 11,200 | | | | | | 2,715,455 | | |

| Distributions to Parent | | | (1,800,891) | | | | | | | | | | | | — | | | | | | — | | | | | | (1,800,891) | | |

| Foreign currency translation adjustments | | | — | | | | | | | | | | | | (11,762) | | | | | | — | | | | | | (11,762) | | |

| Balance as of December 31, 2024 | | | $ | 26,634,873 | | | | | | | | | | | $ | 143,899 | | | | | $ | 106,116 | | | | | $ | 26,884,888 | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | | | |

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February 22, 2024

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

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

| Loss from extinguishment of debt | | | — | | | | | | — | | | | | | (15,622) | | |

| 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) | | |

| Loss on extinguishment of debt | | | — | | | | | | — | | | | | | 15,622 | | |

| Principal repayments of lease financing receivables | | | — | | | | | | — | | | | | | 543 | | |

| Proceeds from April 2022 Notes offering | | | — | | | | | | 5,000,000 | | | | | | — | | |

| Repayment of Term Loan B Facility | | | — | | | | | | — | | | | | | (2,100,000) | | |

| Cash, cash equivalents and restricted cash, end of period | | | $ | 522,574 | | | | | $ | 208,933 | | | | | $ | 739,614 | |

| 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 | | |

| Distributions to Parent | | | (830,498) | | | | | | | | | | | | — | | | | | | — | | | | | | (830,498) | | |

| Cash, cash equivalents and restricted cash, end of period | | | $ | 471,584 | | | | | $ | 142,600 | | | | | $ | 705,566 | |

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.

Our golf operations have been determined to be both quantitatively and qualitatively insignificant to the Company’s business.

We had $217.3 million of short-term investments as of December 31, 2022.

We then

Center.

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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.

Chelsea Piers Transaction

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.

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](#ib2fc48f0ddf244d9844b8de22bde2e36_175)).

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.