VICI Properties (VICI) 10-K risk factor changes: FY2025 vs FY2024

Our two largest tenants, Caesars and MGM, comprise approximately 74% of our total leasing revenues for the year ended December 31, [removed: 2024.][added: 2025.]

Under our respective lease agreements with Caesars and MGM, they are obligated to pay us approximately [removed: $1.2] [added: $1.3] billion and $1.1 billion, respectively, in estimated annual lease payments for [removed: 2025.][added: 2026.]

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 [removed: requirements] [added: requirements,] and rental and other payments due to us or others, and these payments may constitute a significant portion of their cash flow from operations.

If 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 [added: be at risk of violating certain financial or operating covenants under its leases or other agreements with us or other counterparties, or] become unable or unwilling to satisfy its payment and other obligations under their leases or other agreements with [removed: us.][added: us or other counterparties.]

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

Moreover, given the importance of our significant tenants to our business, a failure on the part of a significant tenant to maintain its business or financial performance or [removed: experience] any deterioration of [removed: its] [added: such tenant’s] 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 tenants as our primary source of revenue, we may be limited in our ability [added: or willingness] to enforce our rights [added: and customary remedies] under our lease agreements or other agreements with our [removed: tenants] [added: tenants,] or terminate such [removed: other] agreements or, due to our predominantly master lease structure, certain leases with respect to any particular property.

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 industry participants, including brick and mortar casinos, riverboat casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, [removed: emerging varieties of] [added: and] internet gaming, sports betting and other forms of gaming [added: and betting] in the United [removed: States and, in a broader sense, gaming operators face competition from all manner of leisure and entertainment activities.][added: States, including emerging platforms such as prediction markets.]

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

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 our [added: gaming] tenants and the industry.

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

Other factors over which we and our tenants have no control, including [added: geopolitical conflicts, tariffs and trade barriers,] public health crises, labor shortages, travel restrictions, supply chain disruptions and property closures, may also adversely affect the gaming industry.

Our properties on the Las Vegas Strip generated approximately [removed: 48%] [added: 49%] of our total revenues for the year ended December 31, [removed: 2024] [added: 2025] 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 economic conditions, changing consumer behavior, severe weather and climate impacts (including heat stress, water stress and drought), natural disasters (including major fires, floods and earthquakes), [added: declining domestic] and [added: international tourism, including as a result of tariffs, trade barriers, and political or diplomatic instability, and] acts of terrorism, should such developments occur in or nearby, or otherwise impact, Las Vegas.

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

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

[added: 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.

If we cannot make investments in a sufficient quantity of gaming [removed: properties and] [added: or] other experiential properties [added: (including the timely reinvestment of the proceeds from the repayment of our outstanding loans)] at favorable [removed: prices] [added: 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.

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

[removed: The] [added: Further, the] investigation of such [removed: transactions] [added: potential investments, transaction structures,] and strategic alternatives, including financial analysis and underwriting, due diligence and negotiation, [added: tax] drafting, and execution of relevant agreements, requires substantial management time and attention and may impose substantial costs for financial advisors, accountants, attorneys and other advisors.

If a specific transaction [added: is delayed, terminated,] does not [added: otherwise] proceed or is not consummated for any reason, [removed: including those] [added: including, in certain cases, litigation challenging such transaction or any other reason] beyond our control, the costs incurred up to that point likely would not be recoverable and significant management time will have been lost, which could have a material adverse effect on us.

In the event that a cost or liability is not adequately identified in the course of such due diligence or addressed in the course of negotiating such transaction, we may not [removed: fully] realize the anticipated benefit of such transaction, [removed: if] [added: fully or] at all, [removed: or] [added: and] our business, financial condition and results of operations could be adversely affected.

[removed: Further, even] [added: 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 or borrowers to meet their obligations to us under the applicable agreements.

In addition, our financing of these acquisitions and investments [added: may involve our incurrence of substantial debt, which] could negatively impact our cash flows and liquidity, [removed: require us to incur substantial debt] or [removed: involve] the issuance of new equity, which would be dilutive to existing stockholders.

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

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 [added: 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.]

Any delay [removed: in,] or inability [removed: of,] [added: of] a new tenant to receive required licenses and other regulatory approvals from the applicable state and county government agencies may prolong the period during which the property is unoccupied and we are unable to collect the applicable rent.

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

All of our rental revenue and a substantial majority of our total revenue is generated from our long-term triple-net lease [removed: agreements and, consistent with typical triple-net leases, our lease agreements have] [added: agreements, which typically feature] longer lease terms, with a weighted average lease term (inclusive of extension options) of all of our lease agreements as of December 31, [removed: 2024] [added: 2025] of [removed: 40.7] [added: 39.6] years.

See [Item 1 “Business-Our Lease [removed: Agreements”](#i3c840a6496624dd69e6f35c6d3776189_16)] [added: Agreements”](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_16)] and [Item 1 “Business-Our Relationship with Caesars and [removed: MGM”](#i3c840a6496624dd69e6f35c6d3776189_16)] [added: MGM”](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_16)] for additional information regarding such agreements.

Our lease agreements [added: typically] contain annual escalation provisions, certain of which are tied to changes in CPI (or similar metrics with respect to other geographies), although these annual escalators in some cases do not apply until future periods.

Inflation as measured by changes in CPI increased at an average of [removed: 2.9%] [added: 2.7%] in [removed: 2024.][added: 2025.]

Accordingly, if the cash flows generated by such properties decrease, do not increase at the same rate as the rent escalations, or do not increase as anticipated, including in connection with any capital improvement projects (such as those financed through our Partner Property Growth Fund strategy), the rents payable under such lease agreements will over time comprise a higher percentage of the cash flows generated by the applicable tenant and/or guarantor, which could make it more difficult for them to meet their respective obligations to us under the lease agreements (and related guarantees, as [removed: applicable).][added: applicable) or increase the likelihood that they request concessions or modifications to such obligations.]

In connection with certain of our transactions, including the MGP Transactions (as defined in [Note 3 - Real Estate [removed: Transactions](#i3c840a6496624dd69e6f35c6d3776189_151)),] [added: Transactions](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_151)),] we entered into tax protection agreements [removed: which] [added: that] could limit our ability to sell or otherwise dispose of the subject property or properties contributed to us, and we may enter into similar such agreements in the future.

Therefore, although it may be in the best interests of our stockholders for us to sell a certain property, it may be economically prohibitive for us to do so during the specified [added: protected] period because of restrictions included within a tax protection agreement.

For example, in connection with the MGP Transactions, we entered into the MGM Tax Protection Agreement pursuant to which, subject to certain exceptions, we agreed to indemnify the Protected Parties (as defined in the MGM Tax Protection Agreement) for certain tax liabilities, during the Protected Period (as defined in the MGM Tax Protection Agreement), resulting [removed: from (i) the sale, transfer, exchange or other disposition of Protected Property (as defined in the MGM Tax Protection Agreement), (ii) a merger, consolidation, or transfer of all of the assets of, or certain other transactions undertaken by us pursuant to which the ownership interests of the Protected Parties in VICI OP are required to be exchanged in whole or in part]

[added: from (i) the sale, transfer, exchange or other disposition of Protected Property (as defined in the MGM Tax Protection Agreement), (ii) a merger, consolidation, or transfer of all of the assets of, or certain other transactions undertaken by us pursuant to which the ownership interests of the Protected Parties in VICI OP are required to be exchanged in whole or in part] 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.

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

Pursuant to certain [removed: put-call agreements,] [added: put-call,] call [removed: agreements,] [added: right,] right of first refusal, right of first offer and similar agreements, as further described in [Item 1 "Business - Our Embedded Growth [removed: Pipeline"](#i3c840a6496624dd69e6f35c6d3776189_16),] [added: Pipeline"](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_16),] we have certain rights in connection with the potential or actual purchase or sale of properties covered by these agreements, subject to applicable terms and conditions.

If a tenant or borrower is unable to meet its financial obligations, including required payments to us, such inability may result in [added: delayed rental or loan payments, failure by such tenant or borrower to fulfill] their [added: contractual obligations under their lease or loan agreement, such tenant or borrower seeking modifications to their lease or loan agreement, or such tenant’s or borrower’s] bankruptcy or insolvency.

Financial difficulties experienced by any of our tenants, borrowers or guarantors, including their potential bankruptcy or insolvency, could result in defaults under, or requests to modify or terminate, their lease agreements, related guarantees or loan agreements, or otherwise have a material adverse effect on our business.

We face credit risk from our tenants and borrowers, who may fail to meet their payment and other obligations to us under the applicable leases, loans and related guarantees.

Adverse developments affecting any of them, whether arising from conditions in the markets in which a tenant operates, the performance of such tenant’s portfolio or individual properties therein, or broader economic or industry factors, could impair such tenant’s ability to perform its obligations under its lease agreement with us.

In such circumstances, a tenant could default on its obligations or, in advance thereof or in connection therewith, seek to modify or renegotiate its lease agreement with us, including with respect to economic provisions (such as rent escalators, base rental payments, capital expenditure requirements, or other provisions), covenants, or changes with respect to the composition of properties under the lease agreement (including the potential sale or disposition of such properties, whether to the tenant or other third parties).

A tenant also could take other actions that could impact us, including seeking the ability to sell certain of its operations at our properties, electing not to renew its lease at maturity or pursuing a strategic transaction.

Any such modification, non-renewal, strategic transaction or other action could materially and adversely affect our results of operations, the value of the underlying real estate or our ability to re-lease such real estate on comparable terms, or at all.

These risks are heightened with respect to our larger tenants due to, among other things, the concentration of our revenues received from them.

For example, market commentary has arisen regarding the performance of properties we lease to Caesars under the Caesars Regional Master Lease and the potential impact of such performance on the Company.

This recent performance and related market narratives has adversely affected the market price of our common stock and may adversely affect our business and financial performance.

These prediction markets, which allow users to wager on sports and other events under federal commodities regulation rather than state gaming oversight, have experienced rapid growth and currently operate in states where

traditional sports betting remains illegal, creating potential competitive disadvantages for operators subject to state gaming licensing, taxation, and regulatory requirements.

To the extent such platforms continue operating with reduced regulatory burdens, our tenants may face material competitive disadvantages that could directly impact their operating performance and, consequently, the rent we receive and the value of our properties.

More broadly, gaming operators face competition from all manner of leisure and entertainment activities.

Any such adverse changes could reduce domestic and international travel, including travel to Las Vegas and other markets in which our properties are located, and negatively impact discretionary consumer spending.

Reduced travel demand or increased costs of travel could adversely affect visitation and operating performance at the properties operated by our tenants, particularly in destination markets such as Las Vegas.

Pursuant to our investment strategy, we have and may continue to make investments that involve entering into new asset classes or sectors, or utilize novel transaction structures such as strategic co-investment ventures, joint ventures, funds, and other forms of investment partnership.

These new asset classes and transaction structures may have new, different or increased risks compared to what we are currently exposed to in our business and we may not be able to manage these risks successfully.

In particular, such risks include potential impacts on our regulatory requirements, including our ability to maintain our REIT status; effectively navigating shared approval rights or governance with partners or investors whose economic interests may diverge from ours; addressing additional capital requirements or partner funding failures requiring us to contribute additional capital or raise funds or incur indebtedness on unfavorable terms; addressing contractual restrictions on our ability to transfer interests or exit investments when desired; and addressing potential disputes with partners that divert management attention and result in potential litigation, arbitration, or termination, and increased expenses.

If we are not able to successfully manage the risks associated with such activity, it could have an adverse effect on our business, financial condition and results of operations.

Our lending activities involve distinct risks compared to our acquisition and leasing of real estate, including with respect to development and construction loans for non-stabilized properties which carry additional risks, including cost overruns, completion delays, operational underperformance, and other issues that could have a material adverse effect on us.

Certain of our debt investments are investments in development and construction loans.

These loans typically involve future funding obligations and may be riskier than other types of loans as a result of potential cost overruns, construction delays and uncertainty as to the future financial performance of the underlying property.

Further, under the terms of these loans, we may be obligated to fund all or a significant portion of such loans at one or more future dates, including on a delayed draw basis, and we may not have the funds available on attractive terms, or at all, at such time to meet our funding obligations under our funding commitments.

If we fail to meet our funding obligations, we would likely be in breach of such obligations unless we

are able to raise the funds from alternative sources, which we may not be able to achieve on favorable terms or at all, or make other arrangements.

Furthermore, there could be other adverse impacts associated with the funding of development, construction or pre-stabilization loans, including increased costs that the borrower is unable or unwilling to pay, and other negative consequences, up to and including a bankruptcy filing by the borrower if they fail to fund their portion of the development project or experience cost overruns or other negative developments that impair their ability to complete the project and commence operations.

In addition, other negative developments including construction delays, disruptions in supply chains, cost increases associated with building materials and construction services, environmental and remediation efforts, and costs or difficulties associated with obtaining construction permits and complying with local regulations, availability and cost of labor, and cost overruns, as well as changes in the value of collateral during construction or prior to stabilization, may adversely affect our investments or our realization of the anticipated benefits from such investments.

In addition, borrowers may not have access to capital, which in turn, may result in the borrower’s inability to complete the project or, in the case of a construction loan, repay our loan in full or on a timely basis.

In such cases, the borrower could default on its obligations or, in advance thereof or in connection therewith, seek to modify or renegotiate the terms of its loan agreement with us, including with respect to economic provisions, covenants, or other changes.

Such borrowers could also take other actions that could impact us, including seeking to sell the development or operations, or other strategic action that does not align with our interests as a lender.

We may incur significant costs and liabilities in foreclosing on any property subject to a construction or development financing if the borrower fails to perform its obligations under the applicable loan and/or development documents, in addition to other costs and risks associated with completing construction of the property as described above.

We may incur a significant loss selling or leasing the property if we are unable to do so on terms reasonably acceptable to us, or at all.

Any of the foregoing could materially and adversely affect the value of our investment, our ability to achieve the anticipated benefits of such investment, and our business, financial condition, results of operations, and prospects, as well as our ability to make distributions to our stockholders.

We are subject to additional risks from our investments located outside the United States or on tribal land.

Properties and investments on tribal land are also subject to tribal laws, regulations, and governmental authority that may differ from federal and state frameworks, including with respect to land use, gaming regulation, taxation, and business practices.

In addition, certain of our investments, such as the North Fork loan, are secured by the property and assets of the borrower, including cash flows and revenues generated by the property, but excluding real property or any interests therein.

Accordingly, investments where the underlying property is on tribal land may expose us to additional risks related to our ability to realize repayment of loaned amounts, the enforceability of contractual provisions, including limited waivers of sovereign immunity (to the extent applicable) and customary rights and remedies with respect to such investments or the assets secured as collateral, up to and including limitations on the ability to exercise customary foreclosure remedies in the event of a default.

In addition, in the event of a foreclosure, the applicable borrower or its operating subsidiary may not be replaceable as operator of the gaming operations at such property and the assets of such borrower and its applicable subsidiaries may be insufficient to ensure payment in full to us of the amounts lent under such loan arrangements.

Exchange rates may fluctuate based on

many factors, including domestic and international trade policies and the imposition of tariffs.

Pursuant to our investment strategy, we may often be engaged in evaluating potential transactions and other strategic alternatives.

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.

We are subject to additional risks due to our international investments and acquisitions, including properties that we own, or may acquire in the future, outside the United States.

have a material adverse effect on our business and, specifically, our U.S. dollar reported financial condition and results of operations.

The bankruptcy or insolvency of any tenant, borrower or guarantor could result in the termination of the lease agreements, the related guarantees or loan agreements and certain lease agreements being re-characterized as disguised financing transactions.

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

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

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

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;

Subsequent to year end, on February 3, 2025, we terminated the 2022 Revolving Credit Facility and entered into the Revolving Credit Facility in an amount of $2.5 billion (with the option to increase the revolving loan commitments by up to $1.0 billion in the aggregate to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions), which matures on February 3, 2029.

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

maturing debt with new debt at equal or better interest rates.

For example, in December 2024, we repaid $750.0 million in aggregate principal amount of 3.500% Senior Notes due 2025 with the proceeds of the issuance of $750.0 million in aggregate principal amount of 5.125% Senior Notes due 2031, resulting in a higher interest expense despite the repaid notes being issued in February 2020 in the high-yield bond market.

federal, state, and local corporate-level income taxes as regular C corporations (i.e., corporations generally subject to corporate-level income tax under Subchapter C of Chapter 1 the Code).

If

REIT.

*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: 2024] [added: 2025] 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”](#i3c840a6496624dd69e6f35c6d3776189_22)*] [added: Factors”](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_22)*] *section in Item 1A.

Key [removed: 2024] [added: 2025] Highlights

- Total revenues increased [removed: 6.6%] [added: 4.1%] year-over-year to [removed: $3.8] [added: $4.0] billion.

- Net income attributable to common stockholders increased [removed: 6.6%] [added: 3.6%] year-over-year to [removed: $2.7] [added: $2.8] billion, and net income attributable to common stockholders per diluted share increased [removed: 3.3%] [added: 2.1%] to [removed: $2.56.][added: $2.61.]

- AFFO increased [removed: 8.4%] [added: 6.6%] year-over-year to [removed: $2.4] [added: $2.5] billion and AFFO per diluted share increased 5.1% to [removed: $2.26.][added: $2.38.]

- [removed: Originated] [added: Made] three [added: real estate] debt investments totaling [removed: $365.0] [added: $966.0] million of commitments.

◦Funded new and existing loan commitments totaling [removed: $579.1] [added: $883.4] million.

- Announced an increase in our quarterly cash dividend to [removed: $0.4325] [added: $0.45] per share (or [removed: $1.73] [added: $1.80] per share on an annualized basis) in the third quarter of [removed: 2024,] [added: 2025,] representing a [removed: 4.2%] [added: 4.0%] increase compared to our previous quarterly dividend.

- Issued [removed: $1,050.0 million and $750.0] [added: $1,300.0] million of investment grade senior [added: unsecured] notes in [removed: March and December 2024, respectively,] [added: April 2025] to refinance existing debt.

- Sold [removed: 12,015,399] [added: 7,835,973] forward shares under our ATM Program (as defined in [Note 11 - [removed: Stockholders Equity](#i3c840a6496624dd69e6f35c6d3776189_178))] [added: Stockholders' Equity](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_181))] during the year with an estimated aggregate net offering value of [removed: $376.3] [added: $252.8] million and settled [removed: 13,194,739] [added: 12,101,372] forward shares outstanding under our ATM Program for aggregate net proceeds of [removed: $379.4] [added: $375.7] million.

- One Beverly Hills Mezzanine Loan. [removed: Subsequent to year end, on] [added: 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 [removed: mixed-use development.][added: experiential lifestyle hub in Beverly Hills, California.]

One Beverly Hills is being developed by Cain [removed: International] and will be anchored by Aman Beverly [removed: Hills] [added: Hills, featuring an Aman Hotel] and [removed: will also] [added: Aman-branded residences, and] include a full-scale refurbishment of The Beverly Hilton, [removed: Aman-branded hospitality] [added: additional retail, food] and [removed: residential] [added: beverage] offerings, and 10 acres of botanical gardens and open space.

[removed: The] [added: Construction of the] development [removed: project] has [removed: already] commenced [removed: construction] and is expected to be completed [removed: late 2027.][added: in phases in 2028.]

The mezzanine loan has an initial maturity in March 2026 and [removed: has] one 12-month extension [removed: option] [added: option,] subject to certain conditions.

We funded [added: each of] the [removed: investment] [added: investments] with a combination of cash on hand and [removed: drawing down funds] [added: a draw] under [removed: our] [added: the] Revolving Credit Facility (as defined in [Note 7 - [removed: Debt](#i3c840a6496624dd69e6f35c6d3776189_166)).][added: Debt](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_169)).]

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, [removed: 2024:][added: 2025:]

| Chelsea Piers [removed: One Madison] [added: Greenwich Village] Loan | | | | | | [removed: February 7, 2024] [added: October 27, 2025] | | | | | | Senior Secured Loan | | | | | | [removed: 10.0] [added: 6.0] | | | | | | Certain equipment of the fitness club [removed: at] [added: in] the [removed: One Madison building] [added: Greenwich Village neighborhood] in New York, NY | | |

- [removed: New] [added: New] Revolving Credit Facility. [removed: Subsequent to year end, on] [added: On] February 3, 2025, we entered into the Credit Agreement (as defined in [Note 7 - [removed: Debt](#i3c840a6496624dd69e6f35c6d3776189_166))] [added: Debt](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_169))] 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 - [removed: Debt](#i3c840a6496624dd69e6f35c6d3776189_166)).][added: Debt](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_169)).]

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

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

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

Refer to [Note 7 - [removed: Debt](#i3c840a6496624dd69e6f35c6d3776189_166)] [added: Debt](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_169)] included in this Annual Report on Form 10-K for additional information.

- At-The-Market Offering Programs. During the year ended December 31, [removed: 2024,] [added: 2025,] we sold an aggregate of [removed: 12,015,399] [added: 7,835,973] shares under the ATM Program, all of which were subject to forward sale agreements, for estimated aggregate net offering value of [removed: $376.3] [added: $252.8] million based on the initial forward sale price with respect to each forward sale agreement.

In [removed: July, October] [added: July] and [removed: November 2024,] [added: August 2025,] we physically settled certain outstanding forward shares issued under the ATM Program in exchange for aggregate net proceeds of approximately [removed: $379.4] [added: $375.7] million.

[removed: ◦On March 18, 2024,] [added: - Senior Unsecured Notes Offering. On April 7, 2025,] VICI LP issued [added: $1.3 billion in aggregate principal amount of April 2025 Notes comprised of] (i) [removed: $550.0] [added: $400.0] million in aggregate principal amount of [removed: 5.750%] [added: 4.750%] Senior Notes due [removed: 2034,] [added: 2028,] which mature on April 1, [removed: 2034] [added: 2028] and (ii) [removed: $500.0] [added: $900.0] million in aggregate principal amount of [removed: 6.125%] [added: 5.625%] Senior Notes due [removed: 2054,] [added: 2035,] which mature on April 1, [removed: 2054,] [added: 2035,] in each case under a supplemental indenture [removed: (the “March 2024 Notes”).][added: dated as of April, 7, 2025, between VICI LP and the trustee.]

We used the net proceeds of the offering to redeem [removed: (i) $1,024.2] [added: $800.0] million in aggregate principal amount of [removed: 5.625% Senior Notes] [added: 4.625% senior unsecured notes] due [removed: May 1, 2024] [added: 2025] and [removed: (ii) $25.8] [added: $500.0] million in aggregate principal amount of [removed: 5.625% Senior Notes] [added: the 4.375% senior unsecured notes] due [removed: May 1, 2024.][added: 2025.]

[removed: We used] [added: - Redemption of] the [removed: net proceeds] [added: outstanding (i) $1,050.0 million in aggregate principal amount] of the [removed: offering to redeem] [added: 5.625% senior unsecured notes due 2024, and (ii)] $750.0 million in aggregate principal amount of [added: the] 3.500% [removed: Senior Notes] [added: senior unsecured notes] due [removed: February 15, 2025.][added: 2025;]

[removed: ◦In connection with our] [added: On] March [removed: 2024 Notes offering,] [added: 28, 2025,] we settled [removed: seven] [added: twelve] outstanding forward-starting interest rate swap agreements with an aggregate notional amount of [removed: $500.0] [added: $600.0] million [added: and the three U.S. Treasury Rate Lock agreements with an aggregate notional amount of $150.0 million,] resulting in net proceeds of [removed: $2.8] [added: $1.8] million.

[removed: ◦During] [added: - Forward-Starting Interest Rate Swap Agreements. During] the year ended December 31, [removed: 2024,] [added: 2025,] we entered into [removed: seven] [added: eight] forward-starting interest rate swap agreements [added: for an aggregate notional amount of $400.0 million] and [removed: five] [added: three] U.S. Treasury Rate Lock agreements for an aggregate notional amount of [removed: $650.0] [added: $150.0] million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance of senior unsecured notes expected to be issued in connection with the refinancing of our senior unsecured notes maturing in [removed: February] [added: May 2025 and June 2025, which April 2025 Notes were issued on April 7,] 2025.

Since the forward-starting [removed: interest rate] swaps [removed: and U.S. Treasury Rate Lock agreements] were hedging the interest rate risk on the [removed: respective senior unsecured notes] [added: April 2025 Notes] offering, the unrealized gain in Accumulated other comprehensive income [removed: is being] [added: will be] amortized over the term of the respective derivative instruments, which matches that of the underlying [removed: notes,] [added: note,] as a decrease in interest expense.

[removed: Tenant] [added: Tenant, Borrower] and Industry Performance

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

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

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

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

The change in non-cash allowance for credit losses for a given period is dependent upon, among other things, our tenants’ and [removed: guarantors’] [added: borrowers’] financial performance.

For more information regarding ASC 326, refer to [Note 5 - Allowance for Credit [removed: Losses](#i3c840a6496624dd69e6f35c6d3776189_157)] [added: Losses](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_160)] 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 [removed: financing for] [added: financing, and overall cost of capital in connection with] any acquisitions and investments that we may complete, as well as broader macroeconomic and other conditions that affect our tenants’ [added: and borrowers’] operating and financial performance and the gaming and other experiential industries in which they operate, including those described herein.

- Business](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_16).

- Announced a $1.16 billion transaction to acquire seven casino properties from Golden and enter into the Golden Master Lease with a newly formed entity that will be owned and controlled by Blake L.

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

- PENN Lease Combination. On December 4, 2025, we and PENN combined the existing individual leases with respect to the Hollywood Casino at Greektown (the “Greektown Lease”) in Detroit, Michigan, and the Margaritaville Resort Casino (the “Margaritaville Lease”) in Bossier City, Louisiana, into one master lease for both properties (the “PENN Master Lease”).

The PENN Master Lease has total annual rent equal to $80.7 million (the “Combined Rent”), representing the combined annual rent amounts under the Greektown Lease and the Margaritaville Lease as of December 4, 2025.

There was no change to the aggregate amount of rent collected by us as a result of the combination.

Annual rent escalation on the Combined Rent will occur on June 1 of each year based on the following construct: on June 1, 2026, the Combined Rent will escalate at a fixed 1.0%, and beginning on June 1, 2027, and for each year thereafter, the Combined Rent will escalate at 1.0% if the minimum net revenue to rent ratio (the “Minimum Ratio”) is achieved.

The Minimum Ratio will be set as of June 1, 2026 and will be based on the sum of net revenues generated by the two assets over the performance period from June 1, 2025 to May 31, 2026, divided by the Combined Rent.

The PENN Master Lease has an initial maturity on May 23, 2034 with four 5-year tenant renewal options.

The existing guarantor under the Greektown Lease and Margaritaville Lease remains the same for the PENN Master Lease with PENN continuing to guarantee all obligations.

- Golden Entertainment Transaction. On November 6, 2025, we announced that we entered into an agreement to acquire 100% of the land, real property and improvements of seven casino properties (the “Golden Portfolio”) from Golden for $1.16 billion and to enter into the Golden Master Lease with a newly formed entity that will be owned and controlled by Blake L.

Sartini, current chairman and chief executive officer of Golden, which entity will acquire the operating business of Golden in connection with the closing of the transaction.

The Golden Portfolio includes: The STRAT Hotel, Casino & Tower on the North Las Vegas Strip; Arizona Charlie’s Decatur and Arizona Charlie’s Boulder in the Las Vegas Locals market; Aquarius Casino Resort and Edgewater Casino Resort in Laughlin, Nevada; and Pahrump Nugget Hotel & Casino and Lakeside RV Park & Casino in Pahrump, Nevada.

The Golden Portfolio features approximately 362,000 square feet of casino space, over 6,000 hotel rooms, 4,306 slot machines and 78 table games.

The Golden Master Lease will have an initial total annual rent of $87.0 million and an initial term of 30 years, with four 5-year tenant renewal options.

Rent under the Golden Master Lease will escalate annually at 2.0% beginning in Lease Year 3.

The obligations of Golden OpCo under the Golden Master Lease will be guaranteed by a holding company that is owned and controlled by Mr. Sartini and owns all of the gaming and operating assets of Golden, with additional credit support provided by financial covenants within the lease.

Golden shareholders will receive approximately 24.3 million shares of newly issued VICI stock in exchange for the outstanding shares of Golden stock, which represents an agreed-upon exchange ratio of 0.902 per share of Golden’s common stock based on VICI’s 10-day volume weighted average price as of November 5, 2025, as well as cash consideration that is payable by an affiliate of the Golden OpCo.

In connection with the transaction, we will assume and immediately retire Golden’s outstanding $426.0 million of debt using a combination of cash on hand, net proceeds available pursuant to forward sale agreements and/or drawing down funds available under our revolving credit facility.

We do not expect to require additional financing, including capital markets activity, to complete the transaction.

The transaction is expected to close in mid-2026, subject to the approval of the Golden stockholders, as well as customary closing conditions and regulatory approvals.

*•*Northfield Park Severance Lease. On October 16, 2025, we announced that, in connection with MGM’s agreement to sell the operations of Northfield Park (“Northfield Park”), located in Northfield, Ohio, to an affiliate of funds managed by Clairvest Group Inc. (“Clairvest”), we agreed to enter into (i) a new triple-net lease agreement with an affiliate of Clairvest with respect to the real property of Northfield Park (“Northfield Park Lease”) and (ii) an amendment to the existing MGM Master Lease in order to account for MGM’s divestiture of the operations of Northfield Park and to reduce the annual base rent under the MGM Master Lease by the initial base rent under the Northfield Park Lease.

The Northfield Park Lease will have an initial annual base rent of $53.0 million (or $54.0 million if the transaction closes on or after May 1, 2026 to reflect the 2.0% annual escalation provided under the MGM Master Lease).

Upon closing, the Northfield Park Lease will begin a new 25-year lease term with three 10-year tenant renewal options, with other economic terms substantially similar to the MGM Master Lease, including escalation of 2.0% per annum (with escalation equal to the greater of 2.0% and the change in CPI (capped at 3.0%) beginning at the same time as the MGM Master Lease in 2032) and a minimum capital expenditure requirement equal to 1.0% of annual net revenue.

The Northfield Park Lease will be guaranteed by an affiliate of funds managed by Clairvest that will own the operations of Northfield Park.

The transaction is subject to customary closing conditions and regulatory approvals and

is expected to be completed in the first half of 2026.

On June 23, 2025, we purchased an additional $150.0 million interest in the existing mezzanine loan, concurrent with a commensurate increase in the total size of the mezzanine loan.

Under the provisions of the existing mezzanine loan, interest is paid-in-kind and added to the outstanding principal balance.

- North Fork Casino Loan. On April 4, 2025, we provided a commitment of up to $510.0 million of a $725.0 million delayed draw term loan facility (the “Term Loan Arrangement”) to the North Fork Rancheria Economic Development Authority, a wholly owned entity of the North Fork Rancheria of Mono Indians of California.

Proceeds from the Term Loan Arrangement will be used for the development of the North Fork Mono Casino & Resort (“North Fork”) located near Madera, California, which will be developed and managed by affiliates of Red Rock Resorts, Inc. (“Red Rock Resorts”).

The Term Loan Arrangement consists of a $340.0 million Term Loan A, of which we have committed up to $125.0 million, and a $385.0 million Term Loan B, of which we have committed up to the full $385.0 million, for a total commitment of $510.0 million.

The Term Loan A has an initial term of five years and the Term Loan B has an initial term of six years.

The project is expected to be funded in accordance with a construction draw schedule and is expected to be completed in the second half of 2026.

| One Beverly Hills Loan | | | | | | February 19, 2025 | | | | | | Mezzanine | | | | | | $ | 450.0 | | | | | Luxury experiential lifestyle hub in Beverly Hills, California | | |

| North Fork Casino Loan | | | | | | April 4, 2025 | | | | | | Senior Secured Loan | | | | | | 510.0 | | | | | | The personal property and revenues of the North Fork Mono Casino & Resort located near Madera, California | | |

| Total | | | | | | | | | | | | | | | | | | $ | 966.0 | | | | | | | |

Our tenants’ and borrowers’ business strategies and their ability to execute their business plans effectively, including in response to evolving competitive, regulatory and consumer dynamics, may also impact our performance, especially over the long-term.

The gaming industry continues to experience intensifying competition from multiple sources, including the expansion of gaming in new jurisdictions, the growth of internet gaming, sports betting and other alternatives and accompanying regulatory developments, and evolving consumer preferences and behaviors.

Other experiential industries also face varying degrees of competition and other emerging developments that require strategic engagement.

- Business](#i3c840a6496624dd69e6f35c6d3776189_16).

- Collected 100% of contractual rent in cash.

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

*•*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.

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

| 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.

If the call option is exercised, all of the properties, including the Margaritaville Resort, will be subject to a single long-term triple-net master lease with us.*

- Senior Notes Offerings.

◦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”).

- Forward-Starting Interest Rate Swap Agreements.

In connection with our December 2024 Notes offering, we settled the outstanding forward-starting interest rate swap agreements and U.S. Treasury Rate Lock agreements resulting in net proceeds of $6.8 million.

◦During the year ended December 31, 2024, we entered into four forward-starting interest rate swap agreements for an aggregate notional amount of $200.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance of senior unsecured notes expected to be issued in connection with the refinancing of our senior unsecured notes maturing in May 2025.

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

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

However, these rent increases may not match increasing inflation during periods when inflation rates are greater than the applicable CPI-

based caps.

| Total revenues | | | 3,849,205 | | | | | | 3,611,988 | | | | | | 237,217 | | |

| Depreciation | | | 4,125 | | | | | | 4,298 | | | | | | (173) | | |

| Total operating expenses | | | 308,838 | | | | | | 275,157 | | | | | | 33,681 | | |

| Income from unconsolidated affiliate | | | — | | | | | | 1,280 | | | | | | (1,280) | | |

| Net income | | | 2,721,242 | | | | | | 2,554,622 | | | | | | 166,620 | | |

| Leasing revenue | | | $ | 3,596,884 | | | | | $ | 3,420,934 | | | | | $ | 175,950 | |

| Total revenues | | | $ | 3,849,205 | | | | | $ | 3,611,988 | | | | | $ | 237,217 | |

As of December 31, [removed: 2024,] [added: 2025,] we had $17.1 billion of aggregate principal amount of outstanding indebtedness, of which [removed: 99.0%] [added: 99.2%] has a fixed interest rate and [removed: 1.0%] [added: 0.8%] has a variable interest rate, representing the [removed: US$148.8] [added: US$142.5] million outstanding balance under the [removed: 2022] Revolving Credit Facility (denominated in CAD and GBP).

As of December 31, [removed: 2024,] [added: 2025,] 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: $1.5] [added: $1.4] million using the applicable exchange rate as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] 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 (the “Venetian Resort”), three of the most iconic entertainment facilities on the Las Vegas Strip.

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

As of December 31, [removed: 2024,] [added: 2025,] our properties are 100% leased with a weighted average lease term, including extension options, of approximately [removed: 40.7] [added: 39.6] years.

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

Our Investment [removed: Highlights][added: Highlights and Portfolio Characteristics]

- Demonstrated track record of [removed: growth with significant scale.] [added: growth.] We have [removed: made] [added: announced] approximately [removed: $37.0] [added: $39.1] billion of domestic and international investments across gaming and other experiential assets since our formation in October 2017.

Among our leases, 15 of [removed: 18] [added: 17] are subject to a CPI-linked escalation [added: for some period] over the life of the lease (subject to applicable caps).

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](#i3c840a6496624dd69e6f35c6d3776189_154).][added: Portfolio](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_157).]

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

| | | | | | | [removed: Harrah’s] [added: Caesars] New Orleans *(5)* | | | | | | New Orleans, LA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | [removed: Harvey’s] [added: Caesars Republic] Lake Tahoe *(5)* | | | | | | Stateline, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Century Casino & Hotel Edmonton [removed: *(6)*] | | | | | | Edmonton, AB | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Century Casino St. Albert [removed: *(6)*] | | | | | | Edmonton, AB | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Century Downs Racetrack and Casino [removed: *(6)*] | | | | | | Calgary, AB | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| CNE Gold Strike Lease | | | | | | | | | | | | | | | | | | Cherokee Nation Businesses, L.L.C. (“CNB”) [removed: (7)] [added: (6)] | | | | | | | | | | | | | | | | | | | | | | | | April 30, 2048 | | |

| | | | | | | MGM Northfield Park [added: *(7)*] | | | | | | Northfield, OH | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| PENN [removed: Greektown] [added: Master] Lease [added: (8)] | | | | | | | | | | | | | | | | | | PENN Entertainment, [removed: Inc.] [added: Inc. (“PENN”)] | | | | | | | | | | | | | | | | | | | | | | | | May 23, 2034 | | |

| PURE Master Lease | | | | | | | | | | | | | | | | | | Indigenous Gaming Partners Inc. (“IGP”) [removed: (8)] [added: (9)] | | | | | | | | | | | | | | | | | | | | | | | | January 31, 2048 | | |

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

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

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

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

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

| Chelsea Piers Lease | | | | | | | | | | | | | | | | | | Chelsea Piers | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2055 [removed: (11)] [added: (10)] | | |

[removed: *(7)] [added: *(6)] CNB is the parent entity of CNE Holdings, LLC also known as Cherokee Nation Entertainment.*

[removed: *(8)] [added: *(9)] 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.*

[removed: *(11)] [added: *(10)] 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: 2024:][added: 2025:]

| Senior Secured Notes | | | | | | $ | [removed: 85,000] [added: 83,406] | | | | | $ | — | | | | | 11.0 | | % | | | | [removed: 6.3] [added: 5.2] 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: 2024.*][added: 2025.*]

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

[removed: - Caesars] [added: *•*Caesars] Forum Put-Call. We have a put-call agreement with Caesars with respect to the Caesars Forum Convention Center, which provides for [removed: (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: 2028, and (ii) a put right in favor of Caesars, which was exercisable by Caesars between January 1, 2024 and December 31, 2024.][added: 2028.]

The put right [added: in favor of Caesars, which] was [added: exercisable between January 1, 2024 and December 31, 2024, was] not exercised by Caesars and terminated as of December 31, 2024.

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

[removed: - Canyon] [added: *•*Canyon] Ranch Lenox and Canyon Ranch Tucson Call Right. We entered into a call right agreement with Canyon Ranch pursuant to which we will have the right to acquire the real estate assets of each of Canyon Ranch Tucson in Tucson, Arizona and Canyon Ranch Lenox in Lenox, Massachusetts, at pre-negotiated terms in a sale-leaseback [removed: transaction following stabilization,] [added: transaction,] subject to certain conditions.

[removed: - Homefield] [added: *•*Homefield] Kansas City Call Right. We entered into a call right agreement with affiliates of Homefield Kansas City (“Homefield”) that provides us with a call option on (i) the Margaritaville 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.

Right of First Refusal [removed: (“ROFR”)] and Right of First Offer [removed: (“ROFO”)] Agreements

- [removed: Las] [added: Las] Vegas Strip Assets ROFR. We have a ROFR agreement with Caesars (the “Las Vegas Strip ROFR Agreement”), pursuant to which we have the first right, with respect to the first two Las Vegas Strip assets described below that Caesars proposes to sell, whether pursuant to a sale leaseback or a sale of the real estate and operations (a “WholeCo [removed: sale”), to a third party, to acquire any such asset (it being understood that we will have the opportunity to find an operating company should Caesars elect to pursue a WholeCo sale).]

If we enter into a sale leaseback transaction with Caesars with respect to any of these facilities, the leaseback may be implemented through the addition of such properties to the [added: Caesars] Las Vegas Master [removed: Lease Agreement.][added: Lease.]

Across approximately 127 million square feet, our well-maintained properties

This portfolio includes certain real estate debt investments which were originated for strategic purposes, including (i) the potential to convert our investment into the ownership of the underlying real estate, (ii) the opportunity to develop relationships with owners and operators that may lead to other investments in experiential asset classes that fit within our investment policies and objectives, and (iii) the ability to make investments in experiential asset classes outside of gaming with a goal of increasing our investment activity in these asset classes over time.

- Significant scale and stable cash flows. We are one of the largest triple net lease REITs with over $4.0 billion in revenues in 2025 and 100% rent collection since formation (including through COVID).

- Mission critical complex real estate.

The significant complexity and high replacement cost of our assets, combined with the gaming regulatory environment in which certain properties operate, create high barriers to entry that contribute to our current 100% occupancy rate.

- Non-commodity experiential real estate. Our triple-net lease model for non-commodity experiential assets allows for operators to unlock their real estate value while providing us with sustained and sustainable rental growth.

- Contractual escalation with inflation protection. As of December 31, 2025, 42% of our full-year 2025 rent and 90% of our rent over the long-term feature CPI-linked escalation (subject to applicable caps).

- Tenant transparency. As of December 31, 2025, 79% of our rent is derived from SEC reporting operators providing transparency into tenant performance and credit quality.

- Investment-grade balance sheet. We have investment-grade ratings from all three major credit rating agencies, which broadens our access across capital markets and supports a stronger cost of capital.

- S&P 500 constituent. We were added to the S&P 500 Index in June 2022, representing the shortest time from IPO to S&P 500 Index inclusion for any REIT.

Our Framework for Exploring Experiential Real Estate Sectors

We seek to investigate, validate and potentially invest in sectors that feature these fundamental characteristics:

- Low cyclicality: Sectors that demonstrate relatively lower cyclicality than other consumer discretionary sectors, with a balance between drive-to and fly-to destinations, enabling customer activation during economic downturns.

- Compelling place-based experiences: Sectors that offer experiences that generate in-person demand and destination-based consumer loyalty.

- Experiential durability and longevity: Sectors with innovative operators who generate enduring and diverse experiences appealing to multiple demographics.

- Favorable supply / demand balance: Sectors for which supply growth is difficult and/or costly to achieve, whether due to regulatory considerations, initial entry costs or other barriers to entry.

- Economic dynamism: Sectors with operators that demonstrate a “cash-register-rich” experiential operating model driving multiple revenue streams and a strong mix of demand generators.

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

| Pending Acquisitions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Golden Master Lease (11) | | | | | | | | | | | | | | | | | | Golden Tenant/Guarantor (11) | | | | | | | | | | | | | | | | | | | | | | | | 30 years (12) | | |

| | | | | | | Aquarius Casino Resort | | | | | | Laughlin, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Arizona Charlie’s Boulder | | | | | | Las Vegas, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Arizona Charlie’s Decatur | | | | | | Las Vegas, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Edgewater Casino Resort | | | | | | Laughlin, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Lakeside RV Park & Casino | | | | | | Pahrump, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Pahrump Nugget Hotel & Casino | | | | | | Pahrump, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | STRAT Hotel | | | | | | Las Vegas, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Total | | | | | | 7 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

*(7) Upon closing of MGM’s pending sale of the operations of MGM Northfield Park to an affiliate of funds managed by Clairvest Group Inc. (“Clairvest”), we have agreed to enter into a new triple-net lease agreement with an affiliate of Clairvest with respect to the real property of Northfield Park.

The transaction is subject to customary closing conditions and regulatory approvals and is expected to be completed in the first half of 2026.*

*(8) On December 4, 2025, we combined the existing individual leases with respect to the Hollywood Casino at Greektown and Margaritaville Resort Casino into one master lease with PENN.*

*(11) On November 6, 2025, we announced that we entered into an agreement to acquire 100% of the land, real property and improvements of seven casino properties (the “Golden Portfolio”) from Golden Entertainment, Inc. (“Golden”) and to enter into the Golden Master Lease with a newly formed entity that will be owned and controlled by Blake L.

Sartini, current chairman and chief executive officer of Golden, which entity will acquire the operating business of Golden in connection with the closing of the transaction (“Golden OpCo”).

The obligations of the tenant under the Golden Master Lease will be guaranteed by a holding company that is owned and controlled by Mr. Sartini and owns all of the gaming and operating assets of Golden.

The transaction is subject to the approval of the Golden stockholders, as well as customary closing conditions and regulatory approvals.

See* *[Item 1A "Risk Factors - Risks Related to Our Business and Operations"](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_22).*

*(12) Represents the initial term, assuming the four five-year tenant renewal options are not exercised.*

| Senior Secured Loans | | | | | | 1,084,478 | | | | | | 399,942 | | | | | | 8.3 | | % | | | | 4.4 years | | |

| Mezzanine Loans and Preferred Equity | | | | | | 1,412,203 | | | | | | 223,553 | | | | | | 9.6 | | % | | | | 2.5 years | | |

| Total | | | | | | $ | 2,580,087 | | | | | $ | 623,495 | | | | | 9.1 | | % | | | | 3.4 years | | |

This portfolio 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.

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

- Stable and transparent cash flows by leading operators. Our properties are 100% occupied pursuant to our long-term triple-net lease agreements, which provide us with a predictable level of rental revenue to support future cash distributions to our stockholders, with 100% rent collection since our formation in October 2017.

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

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

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

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

- Mission critical complex real estate. Our portfolio benefits from a strong mix of demand generators, including casinos, hotels, restaurants, entertainment facilities, bars and nightclubs and convention space.

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

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.

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

- Strategic financing relationships with leading experiential operators. In addition to our relationships with leading gaming operators, we have entered into strategic financing relationships 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 resorts, which we refer to as our VICI Experiential Credit Solutions 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.

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

| PENN Margaritaville Lease | | | | | | | | | | | | | | | | | | PENN Entertainment, Inc. | | | | | | | | | | | | | | | | | | | | | | | | January 31, 2034 | | |

*(6) Collectively, the “Century Canadian Portfolio”.*

*(9) Collectively, the “PURE Canadian Portfolio”.*

*(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 | | |

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 Indianapolis, whereby either party was able to trigger its respective put or call on the associated land and real estate assets, as applicable, through December 31, 2024.

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.

us and our affiliates to apply for and maintain a finding of suitability or a license as a key business entity or supplier because of our status as landlord.

- Golf Courses. We have implemented recording and reporting protocols through a third-party service provider to facilitate the monitoring of utility data in order to more fully understand the environmental impact of our operations, key drivers and trends with respect to utility usage at each of our courses and identify opportunities to improve sustainability performance, including with respect to energy and water consumption, recycling and waste, and promoting biodiversity.

- Triple-Net Portfolio. We continue to pursue tenant engagement initiatives designed to assist us in understanding the environmental impact of our leased properties, collecting environmental sustainability data in order to monitor sustainability metrics throughout our leased property portfolio, and encouraging our tenants to pursue sustainability initiatives in their operations at our leased properties.

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.

Investments in real estate-related debt are subject to various risks, including the risk that a borrower may default under certain provisions governing the debt investment and that the collateral securing the investment may not be sufficient to enable us to recover our full investment.

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

If these limits are relaxed, we could potentially become more highly leveraged, resulting in an increased risk of default on our obligations and a related increase in debt service requirements that could adversely affect our financial condition, liquidity and results of operations and our ability to make distributions to our stockholders.

- our borrowers’ ability to repay their outstanding loan obligations to us;

- our dependence on the gaming industry;

- our ability to continue to make distributions to holders of our common stock or maintain anticipated levels of distributions over time;

As of December 31, [removed: 2024,] [added: 2025,] 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: 2024][added: 2025]

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

As of June [removed: 28, 2024] [added: 30, 2025] (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: $29.8] [added: $34.4] billion, based on the closing price of the common stock as reported on the NYSE on that date.

VICI Properties L.P. had no publicly traded voting equity as of June 30, [removed: 2024.][added: 2025.]

As of February [removed: 19, 2025,] [added: 24, 2026,] VICI Properties Inc. had [removed: 1,056,339,141] [added: 1,068,737,299] 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: 2025] [added: 2026] 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: 2024] [added: 2025] 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: 2024,] [added: 2025,] VICI owns 100% of the limited liability company interests of VICI Properties HoldCo LLC (“HoldCo”), which in turn owns approximately 98.9% of the limited liability company interest of VICI OP (such interests, “VICI OP Units”), our operating partnership, which in [removed: turns] [added: turn] owns 100% of the limited partnership interest in VICI LP.

The following diagram details VICI’s organizational structure as of December 31, [removed: 2024.][added: 2025.]

][added: Struture.gif](https://www.sec.gov/Archives/edgar/data/1705696/000170569626000034/vici-20251231_g1.gif)]

As of December 31, [removed: 2024,] [added: 2025,] 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](#i3c840a6496624dd69e6f35c6d3776189_16)] [added: Business](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_16)] | | | [removed: [2](#i3c840a6496624dd69e6f35c6d3776189_16)] [added: [2](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_16)] | | |

| | | | [Item 1A – Risk [removed: Factors](#i3c840a6496624dd69e6f35c6d3776189_22)] [added: Factors](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_22)] | | | [removed: [17](#i3c840a6496624dd69e6f35c6d3776189_22)] [added: [18](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_22)] | | |

| | | | [Item 1B – Unresolved Staff [removed: Comments](#i3c840a6496624dd69e6f35c6d3776189_25)] [added: Comments](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_25)] | | | [removed: [33](#i3c840a6496624dd69e6f35c6d3776189_25)] [added: [36](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_25)] | | |

| | | | [Item 1C – [removed: Cybersecurity](#i3c840a6496624dd69e6f35c6d3776189_28)] [added: Cybersecurity](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_28)] | | | [removed: [33](#i3c840a6496624dd69e6f35c6d3776189_28)] [added: [36](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_28)] | | |

| | | | [Item 2 – [removed: Properties](#i3c840a6496624dd69e6f35c6d3776189_31)] [added: Properties](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_31)] | | | [removed: [34](#i3c840a6496624dd69e6f35c6d3776189_31)] [added: [37](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_31)] | | |

| | | | [Item 3 – Legal [removed: Proceedings](#i3c840a6496624dd69e6f35c6d3776189_34)] [added: Proceedings](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_34)] | | | [removed: [35](#i3c840a6496624dd69e6f35c6d3776189_34)] [added: [37](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_34)] | | |

| | | | [Item 4 – Mine Safety [removed: Disclosures](#i3c840a6496624dd69e6f35c6d3776189_37)] [added: Disclosures](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_37)] | | | [removed: [35](#i3c840a6496624dd69e6f35c6d3776189_37)] [added: [37](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_37)] | | |

| | | | [Item 5 – Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3c840a6496624dd69e6f35c6d3776189_43)] [added: Securities](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_43)] | | | [removed: [36](#i3c840a6496624dd69e6f35c6d3776189_43)] [added: [38](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_43)] | | |

| | | | [Item 6 – [removed: \[Reserved\]](#i3c840a6496624dd69e6f35c6d3776189_46)] [added: \[Reserved\]](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_46)] | | | [removed: [38](#i3c840a6496624dd69e6f35c6d3776189_46)] [added: [40](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_46)] | | |

| | | | [Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3c840a6496624dd69e6f35c6d3776189_49)] [added: Operations](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_49)] | | | [removed: [38](#i3c840a6496624dd69e6f35c6d3776189_49)] [added: [40](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_49)] | | |

| | | | [Item 7A – Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3c840a6496624dd69e6f35c6d3776189_58)] [added: Risk](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_58)] | | | [removed: [53](#i3c840a6496624dd69e6f35c6d3776189_58)] [added: [56](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_58)] | | |

| | | | [Item 8 – Financial Statements and Supplementary [removed: Data](#i3c840a6496624dd69e6f35c6d3776189_61)] [added: Data](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_61)] | | | [removed: [53](#i3c840a6496624dd69e6f35c6d3776189_61)] [added: [57](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_61)] | | |

| | | | [Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i3c840a6496624dd69e6f35c6d3776189_64)] [added: Disclosure](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_64)] | | | [removed: [53](#i3c840a6496624dd69e6f35c6d3776189_64)] [added: [57](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_64)] | | |

| | | | [Item 9A – Controls and [removed: Procedures](#i3c840a6496624dd69e6f35c6d3776189_67)] [added: Procedures](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_67)] | | | [removed: [53](#i3c840a6496624dd69e6f35c6d3776189_67)] [added: [57](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_67)] | | |

| | | | [Item 9B – Other [removed: Information](#i3c840a6496624dd69e6f35c6d3776189_70)] [added: Information](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_70)] | | | [removed: [55](#i3c840a6496624dd69e6f35c6d3776189_70)] [added: [59](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_70)] | | |

| | | | [Item 9C – Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i3c840a6496624dd69e6f35c6d3776189_73)] [added: Inspections](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_73)] | | | [removed: [55](#i3c840a6496624dd69e6f35c6d3776189_73)] [added: [60](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_73)] | | |

| [Part [removed: III](#i3c840a6496624dd69e6f35c6d3776189_76)] [added: III](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_76)] | | | | | | | | |

| | | | [Item 10 – Directors, Executive Officers and Corporate [removed: Governance](#i3c840a6496624dd69e6f35c6d3776189_79)] [added: Governance](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_79)] | | | [removed: [56](#i3c840a6496624dd69e6f35c6d3776189_79)] [added: [61](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_79)] | | |

| | | | [Item 11 – Executive [removed: Compensation](#i3c840a6496624dd69e6f35c6d3776189_82)] [added: Compensation](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_82)] | | | [removed: [56](#i3c840a6496624dd69e6f35c6d3776189_82)] [added: [61](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_82)] | | |

| | | | [Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3c840a6496624dd69e6f35c6d3776189_85)] [added: Matters](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_85)] | | | [removed: [56](#i3c840a6496624dd69e6f35c6d3776189_85)] [added: [61](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_85)] | | |

| | | | [Item 13 – Certain Relationships and Related Transactions, and Director [removed: Independence](#i3c840a6496624dd69e6f35c6d3776189_88)] [added: Independence](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_88)] | | | [removed: [56](#i3c840a6496624dd69e6f35c6d3776189_88)] [added: [61](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_88)] | | |

| | | | [Item 14 – Principal Accountant Fees and [removed: Services](#i3c840a6496624dd69e6f35c6d3776189_91)] [added: Services](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_91)] | | | [removed: [56](#i3c840a6496624dd69e6f35c6d3776189_91)] [added: [61](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_91)] | | |

| | | | [Item 15 – Exhibits and Financial Statement [removed: Schedules](#i3c840a6496624dd69e6f35c6d3776189_97)] [added: Schedules](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_97)] | | | [removed: [57](#i3c840a6496624dd69e6f35c6d3776189_97)] [added: [62](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_97)] | | |

| | | | [Item 16 – Form 10-K [removed: Summary](#i3c840a6496624dd69e6f35c6d3776189_103)] [added: Summary](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_103)] | | | [removed: [63](#i3c840a6496624dd69e6f35c6d3776189_103)] [added: [68](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_103)] | | |

| [removed: [Signatures](#i3c840a6496624dd69e6f35c6d3776189_106)] [added: [Signatures](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_106)] | | | | | | [removed: [64](#i3c840a6496624dd69e6f35c6d3776189_106)] [added: [69](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_106)] | | |

| [Index to Consolidated Financial Statements and [removed: Schedule](#i3c840a6496624dd69e6f35c6d3776189_109)] [added: Schedule](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_109)] | | | | | | [F - [removed: 1](#i3c840a6496624dd69e6f35c6d3776189_109)] [added: 1](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_109)] | | |

- Our long-term, triple-net leases include rent escalations over specified periods that will generally continue to apply regardless of the amount of cash flows generated by the properties subject to such lease [removed: agreements] [added: agreements,] and such lease agreements may not result in fair market lease rates over time.

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

- We have a substantial amount of [removed: indebtedness] [added: indebtedness,] and expect to incur additional indebtedness in the future.

| [Part I](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_13) | | | | | | | | |

| [Part II](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_40) | | | | | | | | |

| [Part IV](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_94) | | | | | | | | |

- Financial difficulties experienced by any of our tenants, borrowers or guarantors, including their potential bankruptcy or insolvency, could result in defaults under, or requests to modify or terminate, their lease agreements, related guarantees or loan agreements, or otherwise have a material adverse effect on our business.

- Our lending activities carry distinct risks compared to our acquisition and leasing of real estate, including with respect to development and construction loans for non-stabilized properties, which carry additional risks, including cost overruns, completion delays, operational underperformance, and other issues that could have a material adverse effect on us.

- We are subject to additional risks from our investments located outside the United States or on tribal land.

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

- Uncertainty in the macroeconomic environment, including heightened interest rates and uncertainty regarding future interest rates, have and may continue to negatively affect us.

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

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

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

- We are subject to additional risks due to our international investments and acquisitions, including properties that we own, or may acquire in the future, outside the United States.

- The bankruptcy or insolvency of any tenant, borrower or guarantor could result in the termination of the lease agreements, the related guarantees or loan agreements and certain lease agreements being re-characterized as disguised financing transactions.

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

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 [added: vendors, ongoing monitoring and annual due diligence with respect to key third-party vendors.]

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

Risk [removed: Factors](#i3c840a6496624dd69e6f35c6d3776189_22)”.][added: Factors](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_22)”.]

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

Risk Factors](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_22)”.

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

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

Our geographically diverse portfolio consists of 93 experiential assets as of December 31, [removed: 2024,] [added: 2025,] consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM [added: 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”](#i3c840a6496624dd69e6f35c6d3776189_16)] [added: Properties”](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_16)] for further information pertaining to our properties.

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.

As of February [removed: 19, 2025,] [added: 24, 2026,] there were [removed: 1,056,339,141] [added: 1,068,737,299] shares of common stock issued and outstanding that were held by [removed: 331] [added: 350] stockholders of record.

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

Risk [removed: Factors](#i3c840a6496624dd69e6f35c6d3776189_22)”.][added: Factors](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_22)”.]

VICI did not sell any unregistered equity securities during the year ended December 31, [removed: 2024.][added: 2025.]

During the three months ended December 31, [removed: 2024,] [added: 2025,] VICI did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act.

As of February [removed: 19, 2025,] [added: 24, 2026,] 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: 2024.][added: 2025.]

During the three months ended December 31, [removed: 2024,] [added: 2025,] 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: 2019] [added: 2020] to December 31, [removed: 2024] [added: 2025] 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: 2019] [added: 2020] until December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

| Company / Index | | | | | | [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] | | | | | | [removed: 12/31/24] [added: 12/31/25] | | |

| VICI Properties Inc. | | | | | | $ | 100.0 | | | | | $ | 123.8 | | | | | $ | 139.9 | | | | | $ | 145.0 | | | | | $ | 140.6 | | | | | $ | 143.1 | |

| MSCI US REIT Index | | | | | | $ | 100.0 | | | | | $ | 143.1 | | | | | $ | 108.0 | | | | | $ | 122.9 | | | | | $ | 133.6 | | | | | $ | 137.5 | |

| S&P 500 | | | | | | $ | 100.0 | | | | | $ | 128.7 | | | | | $ | 105.4 | | | | | $ | 133.0 | | | | | $ | 166.3 | | | | | $ | 196.0 | |

| 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 | |

See accompanying [Index to the Consolidated Financial [removed: Statements](#i3c840a6496624dd69e6f35c6d3776189_109)] [added: Statements](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_109)] on page F-1.

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

VICI’s management conducted an assessment of the effectiveness of its internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] 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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

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: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, VICI’s internal control over financial reporting.

VICI LP’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] 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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

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: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, VICI LP’s internal control over financial reporting.

and expenditures are being made only in accordance with authorizations of VICI management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on VICI’s consolidated financial statements.

Rule 10b5-1 Trading Arrangements. During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

*The following information is being disclosed pursuant to General Instruction B.3 to Form 8-K in lieu of filing a separate Form 8-K report.*

Item 5.02. Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Chief Accounting Officer

On February 24, 2026, the Board of Directors approved the appointment of Jeremy L.

Waxman, the Company’s Vice President, Accounting and Administration, to serve as the Company’s Vice President, Chief Accounting Officer (and principal accounting officer) effective as of March 1, 2026.

Mr. Waxman, 38, has been employed by the Company for more than seven years and has served in his current role since October 1, 2023.

He previously served as the Company’s Vice President, Accounting from March 1, 2020 to October 1, 2023, and served as Director of Accounting from June 25, 2018 to March 1, 2020.

Prior to joining the Company, Mr. Waxman served in the real estate assurance practice at Ernst & Young for more than eight years beginning in January 2011, most recently as a Senior Manager, where he worked with a diverse group of public and private real estate companies addressing a range of audit, internal control, and complex accounting issues.

Mr. Waxman is licensed as a Certified Public Accountant in New York and received his Masters in Accounting and his B.S., Business, Accounting from Miami University of Ohio.

There are no arrangements or understandings between Mr. Waxman and any other persons pursuant to which he was selected as the Company’s Chief Accounting Officer.

There are no family relationships between Mr. Waxman and the executive officers or directors of the Company and no transactions that would require disclosure under Item 404(a) of Regulation S-K.

There was no material amendment to any material plan, contract, or arrangement with respect to Mr. Waxman’s compensation in connection with his appointment.

Upon the effectiveness of Mr. Waxman’s appointment on March 1, 2026, Gabriel F.

Wasserman will cease serving in his capacity as the Company’s Chief Accounting Officer (and principal accounting officer) and will remain with the Company in an expanded role as Managing Director, Business Development and VICI Experiential Credit Solutions.

Amended and Restated Employment Agreements

On February 25, 2026, the Company and VICI LP entered into amended and restated employment agreements with each of the Company’s named executive officers: Edward B.

Pitoniak (the Company’s Chief Executive Officer), John W.R. Payne (the Company’s President and Chief Operating Officer), David A.

Kieske (the Company’s Executive Vice President, Chief Financial Officer and Treasurer), and Samantha S.

Gallagher (the Company’s Executive Vice President, General Counsel and Secretary) (each, an “Amended and Restated Employment Agreement” and, together, the “Amended and Restated Employment Agreements”).

The Amended and Restated Employment Agreements are substantially similar to the named executive officers’ prior employment agreements, as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 17, 2025 (together, the “Prior Employment Agreements”), but reflect several updates, including: (i) removal of the fixed term in the Prior Employment Agreements and related non-renewal (and severance upon non-renewal) provisions, (ii) clarification that no annual equity award will be made to a named executive officer if notice of his or her retirement (or other termination) has been given before the annual grant date, and (iii) application of a 12-month non-competition and non-solicitation covenants following any cessation of employment (as compared to shorter periods that in certain cases could have applied under the Prior Employment Agreements).

In addition, the annual base salaries, target annual bonus opportunities and maximum annual bonus opportunities under the Amended and Restated Employment Agreements are updated to reflect those in effect for the 2026 compensation year for Messrs.

Pitoniak, Payne, Kieske and Ms. Gallagher, which are: (a) annual base salaries of $1,000,000, $1,200,000, $670,000, and $648,000, respectively; (b) target annual bonus opportunities (as a percentage of base salary) of 225%, 135%, 150%, and 150%, respectively; and (c) maximum annual bonus opportunities (as a percentage of base salary) of 450%, 270%, 300%, and 300%, respectively.

Except for items that are personal to an executive (such as title/role, annual base salary, target and maximum annual bonus opportunities and severance multiple), each named executive officer’s Amended and Restated Employment Agreement is substantially identical to the other named executive officers’ Amended and Restated Employment Agreements.

Each Amended and Restated Employment Agreement is effective as of February 25, 2026 and will continue in effect until the executive’s employment is terminated in accordance with the terms of the agreement.

The foregoing description of the Amended and Restated Employment Agreements is summary in nature, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the complete text of the Amended and Restated Employment Agreements, which are attached hereto as Exhibits 10.39, 10.40, 10.41 and 10.42 and incorporated by reference herein.

None.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, [removed: 2025] [added: 2026] 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 30, [removed: 2025] [added: 2026] 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 30, [removed: 2025] [added: 2026] 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 30, [removed: 2025] [added: 2026] 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 30, [removed: 2025] [added: 2026] with the SEC pursuant to Regulation 14A under the Exchange Act.

See the accompanying [Index to Consolidated Financial Statements and [removed: Schedules](#i3c840a6496624dd69e6f35c6d3776189_109)] [added: Schedules](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_109)] on page F-1.

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

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

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

| [removed: [4.13](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[1](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[4](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [Form of Global Note representing the [removed: 4.375%] [added: 4.750%] Senior Notes due [removed: 2025] [added: 2028] (included in Exhibit 4.10).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | | | | | | | 8-K | | | | | | [removed: 4.3] [added: 4.4] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.14](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[1](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[5](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [Form of Global Note representing the [removed: 4.750%] [added: 4.950%] Senior Notes due [removed: 2028] [added: 2030] (included in Exhibit 4.10).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | | | | | | | 8-K | | | | | | [removed: 4.4] [added: 4.5] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.15](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[1](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[6](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [Form of Global Note representing the [removed: 4.950%] [added: 5.125%] Senior Notes due [removed: 2030] [added: 2032] (included in Exhibit 4.10).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | | | | | | | 8-K | | | | | | [removed: 4.5] [added: 4.6] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.16](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)[7](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] | | | | | | [Form of Global Note representing the [removed: 5.125%] [added: 5.625%] Senior Notes due [removed: 2032] [added: 2052] (included in Exhibit 4.10).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm) | | | | | | | | | | | | 8-K | | | | | | [removed: 4.6] [added: 4.7] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.17](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)[28](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] | | | | | | [Form of Global Note representing the [removed: 5.625%] [added: 5.750%] Senior Notes due [removed: 2052] [added: 2027] (included in Exhibit [removed: 4.10).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex42.htm)] [added: 4.2](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)[4](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)[).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.7] [added: 4.17] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.18](https://www.sec.gov/Archives/edgar/data/1705696/000110465924035576/tm249036d1_ex4-2.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1705696/000110465924035576/tm249036d1_ex4-2.htm)[8](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 | | | | | |

| [removed: [4.19](https://www.sec.gov/Archives/edgar/data/1705696/000110465924035576/tm249036d1_ex4-2.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1705696/000110465924035576/tm249036d1_ex4-2.htm)[19](https://www.sec.gov/Archives/edgar/data/1705696/000110465924035576/tm249036d1_ex4-2.htm)] | | | | | | [Form of Global Note representing the 6.125% Senior Notes due 2054 (included in Exhibit 4.11)](https://www.sec.gov/Archives/edgar/data/1705696/000110465924035576/tm249036d1_ex4-2.htm) | | | | | | | | | | | | 8-K | | | | | | 4.4 | | | | | | 3/18/2024 | | | | | |

| [removed: [4.20](https://www.sec.gov/Archives/edgar/data/1705696/000110465924130170/tm2431539d1_ex4-2.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/1705696/000110465924130170/tm2431539d1_ex4-2.htm)[.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 | | | | | |

| [removed: [4.21](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)[2](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)[3](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] | | | | | | [Indenture, dated as of April 29, 2022, relating to the [removed: 4.625%] [added: 4.500%] Senior Notes due [removed: 2025,] [added: 2026,] between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.9] [added: 4.10] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.22](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)[25](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.](https://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: [4.23](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)[2](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)[4](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] | | | | | | [Indenture, dated as of April 29, 2022, relating to the 5.750% Senior Notes due 2027, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm) | | | | | | | | | | | | 8-K | | | | | | 4.11 | | | | | | 4/29/2022 | | | | | |

| [removed: [4.24](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)[6](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] | | | | | | [Indenture, dated as of April 29, 2022, relating to the [removed: 4.500%] [added: 3.875%] Senior Notes due [removed: 2028,] [added: 2029,] between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.12] [added: 4.13] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.25](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] [added: [4.13](https://www.sec.gov/Archives/edgar/data/1705696/000110465925032640/tm2511522d1_ex4-2.htm)] | | | | | | [removed: [Indenture,] [added: [Fourth Supplemental Indenture,] dated as of April [removed: 29, 2022, relating to the 3.875% Senior Notes due 2029,] [added: 7, 2025,] 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/1705696/000119312522134159/d291163dex413.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1705696/000110465925032640/tm2511522d1_ex4-2.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.13] [added: 4.2] | | | | | | [removed: 4/29/2022] [added: 4/7/2025] | | | | | |

| [removed: [4.26](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)[27](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] | | | | | | [Form of Global Note representing the [removed: 4.625%] [added: 4.500%] Senior Notes due [removed: 2025] [added: 2026] (included in Exhibit [removed: 4.21).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex49.htm)] [added: 4.2](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)[3](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)[).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.15] [added: 4.16] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.27](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)[29](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] | | | | | | [Form of Global Note representing the 4.500% Senior Notes due [removed: 2026] [added: 2028] (included in Exhibit [removed: 4.22).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex410.htm)] [added: 4.2](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)[5](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)[).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.16] [added: 4.18] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.28](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)[30](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] | | | | | | [Form of Global Note representing the [removed: 5.750%] [added: 3.875%] Senior Notes due [removed: 2027] [added: 2029] (included in Exhibit [removed: 4.23).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex411.htm)] [added: 4.2](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)[6](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)[).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.17] [added: 4.19] | | | | | | 4/29/2022 | | | | | |

| [removed: [4.29](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] [added: [4.21](https://www.sec.gov/Archives/edgar/data/1705696/000110465925032640/tm2511522d1_ex4-2.htm)] | | | | | | [Form of Global Note representing the [removed: 4.500%] [added: 4.750%] Senior Notes due 2028 (included in Exhibit [removed: 4.24).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex412.htm)] [added: 4.13)](https://www.sec.gov/Archives/edgar/data/1705696/000110465925032640/tm2511522d1_ex4-2.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.18] [added: 4.3] | | | | | | [removed: 4/29/2022] [added: 4/7/2025] | | | | | |

| [removed: [4.30](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] [added: [4.22](https://www.sec.gov/Archives/edgar/data/1705696/000110465925032640/tm2511522d1_ex4-2.htm)] | | | | | | [Form of Global Note representing the [removed: 3.875%] [added: 5.625%] Senior Notes due [removed: 2029] [added: 2035] (included in Exhibit [removed: 4.25).](https://www.sec.gov/Archives/edgar/data/1705696/000119312522134159/d291163dex413.htm)] [added: 4.13)](https://www.sec.gov/Archives/edgar/data/1705696/000110465925032640/tm2511522d1_ex4-2.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.19] [added: 4.4] | | | | | | [removed: 4/29/2022] [added: 4/7/2025] | | | | | |

| [removed: [4.31](https://www.sec.gov/Archives/edgar/data/1656936/000119312520162252/d927045dex41.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1656936/000119312520299440/d95985dex41.htm)[37](https://www.sec.gov/Archives/edgar/data/1656936/000119312520299440/d95985dex41.htm)] | | | | | | [Indenture, dated as of [removed: June 5,] [added: 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 [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312520162252/d927045dex41.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312520299440/d95985dex41.htm)] | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | [removed: 6/5/2020] [added: 11/20/2020] | | | | | |

| [removed: [4.32](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex45.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex46.htm)[.38](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 [removed: June 5,] [added: 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 [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex45.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex46.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.5] [added: 4.6] | | | | | | 9/27/2021 | | | | | |

| [removed: [4.33](https://www.sec.gov/Archives/edgar/data/1656936/000119312516680168/d51988dex41.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1656936/000119312516680168/d51988dex41.htm)[1](https://www.sec.gov/Archives/edgar/data/1656936/000119312516680168/d51988dex41.htm)] | | | | | | [Indenture, dated as of August 12, 2016, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312516680168/d51988dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 8/12/2016 | | | | | |

| [removed: [4.34](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex42.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex42.htm)[2](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex42.htm)] | | | | | | [Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of August 12, 2016, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex42.htm) | | | | | | | | | | | | 8-K | | | | | | 4.2 | | | | | | 9/27/2021 | | | | | |

| [removed: [4.35](https://www.sec.gov/Archives/edgar/data/1656936/000119312519017149/d697852dex41.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1656936/000119312519017149/d697852dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/1656936/000119312519017149/d697852dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/1656936/000119312519017149/d697852dex41.htm)] | | | | | | [Indenture, dated as of January 25, 2019, [removed: among the MGM] [added: among](https://www.sec.gov/Archives/edgar/data/1656936/000119312519017149/d697852dex41.htm) [MGM] Growth [removed: Propertied Operating] [added: Propertie](https://www.sec.gov/Archives/edgar/data/1656936/000119312519017149/d697852dex41.htm)[s](https://www.sec.gov/Archives/edgar/data/1656936/000119312519017149/d697852dex41.htm) [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: [4.36](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex44.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex44.htm)[4](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: [4.37](https://www.sec.gov/Archives/edgar/data/1656936/000119312517290490/d450326dex41.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/1656936/000119312517290490/d450326dex41.htm)[.](https://www.sec.gov/Archives/edgar/data/1656936/000119312517290490/d450326dex41.htm)[35](https://www.sec.gov/Archives/edgar/data/1656936/000119312517290490/d450326dex41.htm)] | | | | | | [Indenture, dated as of September 21, 2017, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312517290490/d450326dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 9/21/2017 | | | | | |

| [removed: [4.38](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex43.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex43.htm)[36](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex43.htm)] | | | | | | [Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of September 21, 2017, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1656936/000119312521284267/d228774dex43.htm) | | | | | | | | | | | | 8-K | | | | | | 4.3 | | | | | | 9/27/2021 | | | | | |

| [removed: [4.41](https://www.sec.gov/Archives/edgar/data/1705696/000170569625000033/descriptionofregisteredsec.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/1705696/000170569626000034/descriptionofregisteredsec.htm)[.39](https://www.sec.gov/Archives/edgar/data/1705696/000170569626000034/descriptionofregisteredsec.htm)] | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1705696/000170569625000033/descriptionofregisteredsec.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1705696/000170569626000034/descriptionofregisteredsec.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.14+](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit103jolietlease-.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit103jolietlease-.htm)[5](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit103jolietlease-.htm)[+](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit103jolietlease-.htm)] | | | | | | [Lease (Joliet) (Conformed through Second Amendment), dated as of July 20, 2020, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit103jolietlease-.htm) | | | | | | | | | | | | 8-K | | | | | | 10.3 | | | | | | 7/21/2020 | | | | | |

| [removed: [10.15](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1014-jolietleas.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1014-jolietleas.htm)[6](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1014-jolietleas.htm)] | | | | | | [Third Amendment to Lease (Joliet), dated as of September 30, 2020, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1014-jolietleas.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.14 | | | | | | 10/28/2020 | | | | | |

| [removed: [10.16](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/jolietlease-fourthamendmen.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/jolietlease-fourthamendmen.htm)[17](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/jolietlease-fourthamendmen.htm)] | | | | | | [Fourth Amendment to Lease (Joliet), dated as of November 18, 2020, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/jolietlease-fourthamendmen.htm) | | | | | | | | | | | | 10-K | | | | | | 10.9 | | | | | | 2/18/2021 | | | | | |

| [removed: [10.17](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm)[8](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm)] | | | | | | [Fifth Amendment to Lease (Joliet), dated as of September 3, 2021, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.6 | | | | | | 10/27/2021 | | | | | |

| [removed: [10.18](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1016-amendmenttojol.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1016-amendmenttojol.htm)[9](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1016-amendmenttojol.htm)] | | | | | | [Sixth Amendment to Lease (Joliet), dated as of November 1, 2021, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1016-amendmenttojol.htm) | | | | | | | | | | | | 10-K | | | | | | 10.16 | | | | | | 2/23/2022 | | | | | |

| [removed: [10.19](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1016-amendedand.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1016-amendedand.htm)[20](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1016-amendedand.htm)] | | | | | | [Amended and Restated Omnibus Amendment to Leases, dated October 27, 2020](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1016-amendedand.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.16 | | | | | | 10/28/2020 | | | | | |

| [removed: [10.20](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit104.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit104.htm)] | | | | | | [Guaranty of Lease entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof), CPLV Property Owner LLC, and Claudine Propco LLC (Las Vegas Master Lease)](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit104.htm) | | | | | | | | | | | | 8-K | | | | | | 10.4 | | | | | | 7/21/2020 | | | | | |

| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm)[2](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm)[2](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm)] | | | | | | [Guaranty of Lease entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof) and the entities listed on Schedule A thereto (Regional Lease).](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm) | | | | | | | | | | | | 8-K | | | | | | 10.5 | | | | | | 7/21/2020 | | | | | |

| [removed: [10.22](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit106.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit106.htm)[3](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit106.htm)] | | | | | | [Guaranty of Lease entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof) and Harrah’s Joliet Landco LLC (Caesars Joliet Lease)](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit106.htm) | | | | | | | | | | | | 8-K | | | | | | 10.6 | | | | | | 7/21/2020 | | | | | |

See the accompanying [Index to Consolidated Financial Statements and Schedules](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_109) on page F-1.

| [10.14](https://www.sec.gov/Archives/edgar/data/1705696/000170569625000107/regionallease-thirteentham.htm) | | | | | | [Thirteenth Amendment to Regional Lease, dated as of June 27, 2025, by and among the entities listed on Schedules A and B thereto](https://www.sec.gov/Archives/edgar/data/1705696/000170569625000107/regionallease-thirteentham.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 7/30/2025 | | | | | |

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

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

| [4.39](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 | | | | | |

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

| [10.35](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000111/exhibit101firstamendmentto.htm) | | | | | | [First Amendment to Credit Agreement, dated as of July 15, 2022, to the Credit Agreement dated as of February 8, 2022, by and among VICI Properties L.P., as Borrower, the financial institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent.](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000111/exhibit101firstamendmentto.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 7/27/2022 | | | | | |

| [10.36](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000113/creditfacilitysecondamendm.htm) | | | | | | [Second Amendment to Credit Agreement dated as of August 4, 2023, to the Credit Agreement dated as of February 8, 2022, by and among VICI Properties L.P., as Borrower, the financial institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent.](https://www.sec.gov/Archives/edgar/data/1705696/000170569623000113/creditfacilitysecondamendm.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 10/25/2023 | | | | | |

| [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 | | | | | |

| February [removed: 20, 2025] [added: 25, 2026] | | | By: | | | /S/ EDWARD B. PITONIAK | | |

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

| /S/ EDWARD B. PITONIAK | | | | | | Chief Executive Officer and Director | | | | | | February [removed: 20, 2025] [added: 25, 2026] | | |

| /S/ DAVID A. KIESKE | | | | | | Chief Financial Officer | | | | | | February [removed: 20, 2025] [added: 25, 2026] | | |

| /S/ GABRIEL F. WASSERMAN | | | | | | Chief Accounting Officer | | | | | | February [removed: 20, 2025] [added: 25, 2026] | | |

| /S/ JAMES R. ABRAHAMSON | | | | | | Chair of the Board of Directors | | | | | | February [removed: 20, 2025] [added: 25, 2026] | | |

| /S/ DIANA F. CANTOR | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 25, 2026] | | |

| /S/ MONICA H. DOUGLAS | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 25, 2026] | | |

| /S/ ELIZABETH I. HOLLAND | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 25, 2026] | | |

| /S/ CRAIG MACNAB | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 25, 2026] | | |

| /S/ MICHAEL D. RUMBOLZ | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 25, 2026] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i3c840a6496624dd69e6f35c6d3776189_112)] [added: Firm](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_112)] (PCAOB ID No. 34) | | | | | | | | | [F - [removed: 2](#i3c840a6496624dd69e6f35c6d3776189_112)] [added: 2](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_112)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#i3c840a6496624dd69e6f35c6d3776189_115)] [added: 2024](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_115)] | | | | | | [F - [removed: 8](#i3c840a6496624dd69e6f35c6d3776189_115)] [added: 8](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_115)] | | |

| | | | Year Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | | | | | | |

| | | | | | | [Consolidated Statements of Operations and Comprehensive [removed: Income](#i3c840a6496624dd69e6f35c6d3776189_118)] [added: Income](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_118)] | | | [F - [removed: 9](#i3c840a6496624dd69e6f35c6d3776189_118)] [added: 9](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_118)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ [removed: Equity](#i3c840a6496624dd69e6f35c6d3776189_121)] [added: Equity](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_121)] | | | [F - [removed: 10](#i3c840a6496624dd69e6f35c6d3776189_121)] [added: 10](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_121)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i3c840a6496624dd69e6f35c6d3776189_124)] [added: Flows](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_124)] | | | [F - [removed: 11](#i3c840a6496624dd69e6f35c6d3776189_124)] [added: 11](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_124)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#i3c840a6496624dd69e6f35c6d3776189_130)] [added: 2024](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_130)] | | | | | | [F - [removed: 13](#i3c840a6496624dd69e6f35c6d3776189_130)] [added: 13](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_130)] | | |

| | | | | | | [Consolidated Statements of Operations and Comprehensive [removed: Income](#i3c840a6496624dd69e6f35c6d3776189_133)] [added: Income](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_133)] | | | [F - [removed: 14](#i3c840a6496624dd69e6f35c6d3776189_133)] [added: 14](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_133)] | | |

| | | | | | | [Consolidated Statements of Partners' [removed: Capital](#i3c840a6496624dd69e6f35c6d3776189_136)] [added: Capital](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_136)] | | | [F - [removed: 15](#i3c840a6496624dd69e6f35c6d3776189_136)] [added: 15](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_136)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i3c840a6496624dd69e6f35c6d3776189_139)] [added: Flows](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_139)] | | | [F - [removed: 16](#i3c840a6496624dd69e6f35c6d3776189_139)] [added: 16](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_139)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i3c840a6496624dd69e6f35c6d3776189_142)] [added: Statements](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_142)] | | | | | | | | | [F - [removed: 18](#i3c840a6496624dd69e6f35c6d3776189_142)] [added: 18](#i368d3c19aa9d44c4a3d1ba3257c0bdcf_142)] | | |

We have audited the accompanying consolidated balance sheets of VICI Properties Inc. and subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 20, 2025,] [added: 25, 2026,] expressed an unqualified opinion on the Company's internal control over financial reporting.

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

We have audited the internal control over financial reporting of VICI Properties Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] of the Company and our report dated February [removed: 20, 2025,] [added: 25, 2026,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 20, 2025,] [added: 25, 2026,] expressed an unqualified opinion on the Partnership's internal control over financial reporting.

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

We have audited the internal control over financial reporting of VICI Properties L.P. and subsidiaries (the “Partnership”) as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] of the Partnership and our report dated February [removed: 20, 2025,] [added: 25, 2026,] expressed an unqualified opinion on those consolidated financial statements.

| | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

| Investments in leases - sales-type, net | | | $ | [removed: 23,581,101] [added: 23,706,563] | | | | | $ | [removed: 23,015,931] [added: 23,581,101] | |

| Investments in leases - financing receivables, net | | | [removed: 18,430,320] [added: 18,697,133] | | | | | | [removed: 18,211,102] [added: 18,430,320] | | |

| Investments in loans and securities, net | | | [removed: 1,651,533] [added: 2,525,457] | | | | | | [removed: 1,144,177] [added: 1,651,533] | | |

| February 25, 2026 | | | By: | | | /S/ EDWARD B. PITONIAK | | |

| | | | Year Ended December 31, 2025, 2024 and 2023 | | | | | | | | |

February 25, 2026

February 25, 2026

February 25, 2026

February 25, 2026

| Short-term investments | | | 44,484 | | | | | | — | | |

| Net income | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 2,775,493 | | | | | | 2,775,493 | | | | | | 43,051 | | | | | | 2,818,544 | | |

| Issuance of common stock, net | | | 121 | | | | | | | | | | | | 375,229 | | | | | | — | | | | | | — | | | | | | 375,350 | | | | | | — | | | | | | 375,350 | | |

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

| Dividends and distributions declared ($1.765 per common share) | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (1,875,840) | | | | | | (1,875,840) | | | | | | (32,423) | | | | | | (1,908,263) | | |

| Unrealized loss on cash flow hedges | | | — | | | | | | | | | | | | — | | | | | | (5,881) | | | | | | — | | | | | | (5,881) | | | | | | (68) | | | | | | (5,949) | | |

| Foreign currency translation adjustments | | | — | | | | | | | | | | | | — | | | | | | 7,556 | | | | | | — | | | | | | 7,556 | | | | | | 93 | | | | | | 7,649 | | |

| Balance as of December 31, 2025 | | | $ | 10,688 | | | | | | | | | | | $ | 24,898,868 | | | | | $ | 121,031 | | | | | $ | 2,767,053 | | | | | $ | 27,797,640 | | | | | $ | 424,947 | | | | | $ | 28,222,587 | |

| Net income | | | $ | 2,818,544 | | | | | $ | 2,721,242 | | | | | $ | 2,554,622 | |

| Depreciation | | | 3,637 | | | | | | 4,125 | | | | | | 4,298 | | |

| Change in allowance for credit losses | | | 177,887 | | | | | | 126,720 | | | | | | 102,824 | | |

| Payment-in-kind interest | | | (37,547) | | | | | | — | | | | | | — | | |

| Principal repayments of loans and securities and receipts of deferred fees | | | 27,489 | | | | | | 80,750 | | | | | | 482,006 | | |

| Repayment of Revolving Credit Facility | | | (439,942) | | | | | | (94,306) | | | | | | (250,000) | | |

| Land | | | 148,002 | | | | | | 150,727 | | |

| Cash and cash equivalents | | | 553,412 | | | | | | 456,899 | | |

| Short-term investments | | | 44,484 | | | | | | — | | |

| Debt, net | | | $ | 16,773,241 | | | | | $ | 16,732,889 | |

*Note: As of December 31, 2025 and December 31, 2024, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $919.2 million, $769.9 million, $56.4 million and $23.9 million, respectively, and $802.7 million, $737.1 million, $25.0 million, and $20.6 million, respectively, of Allowance for credit losses.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Income from sales-type leases | | | $ | 2,125,367 | | | | | $ | 2,068,443 | | | | | $ | 1,980,178 | |

| Income from lease financing receivables, loans and securities | | | 1,763,494 | | | | | | 1,662,889 | | | | | | 1,519,516 | | |

| Other income | | | 77,479 | | | | | | 77,422 | | | | | | 73,326 | | |

| Expenses | | | | | | | | | | | | | | | | | |

| Other expenses | | | 77,479 | | | | | | 77,422 | | | | | | 73,326 | | |

| Change in allowance for credit losses | | | 177,887 | | | | | | 126,720 | | | | | | 102,824 | | |

| Transaction and acquisition expenses | | | 7,729 | | | | | | 4,567 | | | | | | 8,017 | | |

| Interest expense | | | (843,614) | | | | | | (826,097) | | | | | | (818,056) | | |

| Other gains | | | 2,658 | | | | | | 581 | | | | | | 4,456 | | |

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

| Net income attributable to partners | | | $ | 2,801,482 | | | | | $ | 2,704,255 | | | | | $ | 2,535,066 | |

| Reclassification of derivative gain to Interest expense | | | (25,509) | | | | | | (24,662) | | | | | | (24,148) | | |

| Foreign currency translation adjustments | | | 7,649 | | | | | | (11,762) | | | | | | 1,952 | | |

| Net income | | | 2,801,482 | | | | | | | | | | | | — | | | | | | 11,165 | | | | | | 2,812,647 | | |

| | | | | | | | | |

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

February 20, 2025

| Balance as of December 31, 2021 | | | $ | 6,289 | | | | | | | | | | | $ | 11,755,069 | | | | | $ | 884 | | | | | $ | 346,026 | | | | | $ | 12,108,268 | | | | | $ | 78,906 | | | | | $ | 12,187,174 | |

| Net income | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 1,117,635 | | | | | | 1,117,635 | | | | | | 18,632 | | | | | | 1,136,267 | | |

| Issuance of common stock, net | | | 3,337 | | | | | | | | | | | | 9,786,991 | | | | | | — | | | | | | — | | | | | | 9,790,328 | | | | | | — | | | | | | 9,790,328 | | |

| Issuance of VICI OP Units | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 374,769 | | | | | | 374,769 | | |

| Dividends and distributions declared ($1.500 per common share) | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (1,370,507) | | | | | | (1,370,507) | | | | | | (22,472) | | | | | | (1,392,979) | | |

| Non-cash transaction costs | | | — | | | | | | — | | | | | | 8,816 | | |

| Net cash paid in connection with MGM Growth Properties acquisition | | | — | | | | | | — | | | | | | (4,574,536) | | |

| Cash, cash equivalents and restricted cash, end of period | | | $ | 524,615 | | | | | $ | 522,574 | | | | | $ | 208,933 | |

| Balance as of December 31, 2021 | | | $ | 12,010,698 | | | | | | | | | | | $ | 884 | | | | | $ | 78,906 | | | | | $ | 12,090,488 | |

| Net income | | | 1,118,471 | | | | | | | | | | | | — | | | | | | 9,127 | | | | | | 1,127,598 | | |

| Distributions to Parent | | | (1,419,825) | | | | | | | | | | | | — | | | | | | — | | | | | | (1,419,825) | | |

| Cash, cash equivalents and restricted cash, end of period | | | $ | 456,899 | | | | | $ | 471,584 | | | | | $ | 142,600 | |

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

We consolidate all subsidiaries in which we have a controlling financial interest and variable interest entities for which we or one of our consolidated subsidiaries is the primary beneficiary.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

minority third-party equity interest, in the form of Class A Units, of VICI Bowl HoldCo LLC (“Lucky Strike OP Units”), the entity that (a) owns the portfolio of bowling entertainment centers leased to Lucky Strike Entertainment Corporation (“Lucky Strike Entertainment” and formerly known as Bowlero Corporation) and (b) is the lessor under the related Lucky Strike master lease agreement, which interest entitles the non-controlling interest holder to a preferred return that currently approximates 4.2% of the entity’s cash flows.

of the lease, depending on the classification of the lease.

Refer to [Note 3 - Real Estate Transactions](#i3c840a6496624dd69e6f35c6d3776189_151) for further details.

in the Balance Sheets.

Golf Course Use Agreement.

The model rules provide a framework for applying the minimum tax and some countries have adopted Pillar Two effective January 1, 2024; however, countries must individually enact Pillar Two, which may result in variation in the application of the model rules and timelines.

trading days ending on the grant date.

In November 2023, FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides for additional disclosures as they relate to a company’s segments.

Additional requirements per the update include disclosures for significant segment expenses, measures of profit or loss used by the Chief Operating Decision Maker and how these measures are used to allocate resources and assess segment performance.

The amendments in this ASU also apply to entities with a single reportable segment and are effective for all public entities for fiscal years beginning after December 15, 2023.

*Accounting Pronouncements Not Yet Adopted*

We are currently evaluating the impact of ASU 2023-09 on our Financial Statements.

In March 2024, the SEC issued its final climate disclosure rules, which require the disclosure of material climate-related information in annual reports and registration statements, including disclosure of effects of severe weather events and other natural conditions.

In April 2024, the SEC voluntarily stayed the effectiveness of the new rules pending related litigation.

If the stay is lifted and the effective times are unchanged, certain of the disclosure requirements will begin to apply to our fiscal year beginning January 1, 2025.

We are currently evaluating the impact of the final rules on our Financial Statements.

2024 Transactions

Our significant activities in 2024, in reverse chronological order, are as follows:

____________________

Significant 2023 Transactions

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