Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial position and operating results of VICI Properties Inc. and VICI Properties L.P. for the three months ended March 31, 2024 should be read in conjunction with the Financial Statements and related notes thereto and other financial information contained elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the year ended December 31, 2023, which were included in our Annual Report on Form 10-K for the year ended December 31, 2023**. All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Quarterly Report on Form 10-Q.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q, including statements such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” or similar expressions, which constitute “forward-looking statements” within the meaning of the federal securities law. Forward-looking statements are based on our current plans, expectations and projections about future events. We therefore caution you against relying on any of these forward-looking statements. They give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed in or implied by such forward-looking statements.

The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance and achievements could differ materially from those set forth in the forward-looking statements and may be affected by a variety of risks and other factors, including, among others: the impact of changes in general economic conditions and market developments, including inflation, interest rates, supply chain disruptions, consumer confidence levels, changes in consumer spending, unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy; the impact of increased interest rates on us, including our ability to successfully pursue investments in, and acquisitions of, additional properties and to obtain debt financing for such investments at attractive interest rates, or at all; risks associated with our recently closed transactions, including our ability or failure to realize the anticipated benefits thereof; our dependence on our tenants at our properties and their affiliates that serve as guarantors of the lease payments, and the negative consequences any material adverse effect on their respective businesses could have on us; the possibility that any future transactions may not be consummated on the terms or timeframes contemplated, or at all, including our ability to obtain the financing necessary to complete any acquisitions on the terms we expect in a timely manner, or at all, the ability of the parties to satisfy the conditions set forth in the definitive transaction documents, including the receipt of, or delays in obtaining, governmental and regulatory approvals and consents required to consummate such transactions, or other delays or impediments to completing the transactions; the anticipated benefits of certain arrangements with certain tenants in connection with our funding of “same store” capital improvements in exchange for increased rent pursuant to the terms of our agreements with such tenants, which we refer to as the Partner Property Growth Fund; our ability to exercise our purchase rights under our put-call agreements, call agreements, right of first refusal agreements and right of first offer agreements; our borrowers’ ability to repay their outstanding loan obligations to us; our dependence on the gaming industry; our ability to pursue our business and growth strategies may be limited by the requirement that we distribute 90% of our REIT taxable income in order to qualify for taxation as a REIT and that we distribute 100% of our REIT taxable income in order to avoid current entity-level U.S. federal income taxes; the impact of extensive regulation from gaming and other regulatory authorities; the ability of our tenants to obtain and maintain regulatory approvals in connection with the operation of our properties, or the imposition of conditions to such regulatory approvals; the possibility that our tenants may choose not to renew their respective lease agreements following the initial or subsequent terms of the leases; restrictions on our ability to sell our properties subject to the lease agreements; our tenants and any guarantors’ historical results may not be a reliable indicator of their future results; our substantial amount of indebtedness, and ability to service, refinance and otherwise fulfill our obligations under such indebtedness; our historical financial information may not be reliable indicators of, our future results of operations, financial condition and cash flows; the possibility that we identify significant environmental, tax, legal or other issues, including additional costs or liabilities, that materially and adversely impact the value of assets acquired or secured as collateral (or other benefits we expect to receive) in any of our recently completed transactions; the impact of changes to the U.S. federal income tax laws; the possibility of adverse tax consequences as a result of our recently completed transactions, including tax protection agreements to which we are a party; increased volatility in our stock price, including as a result of our recently completed transactions; our inability to maintain our qualification for taxation as a REIT; the impact of climate change, natural disasters, war, political and public health conditions or uncertainty or civil unrest, violence or terrorist activities or threats on our properties and changes in

economic conditions or heightened travel security and health measures instituted in response to these events; the loss of the services of key personnel; the inability to attract, retain and motivate employees; the costs and liabilities associated with environmental compliance; failure to establish and maintain an effective system of integrated internal controls; our reliance on distributions received from our subsidiaries, including VICI OP, to make distributions to our stockholders; the potential impact on the amount of our cash distributions if we were to sell any of our properties in the future; our ability to continue to make distributions to holders of our common stock or maintain anticipated levels of distributions over time; competition for transaction opportunities, including from other REITs, investment companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors that may have greater resources and access to capital and a lower cost of capital or different investment parameters than us; and additional factors discussed herein and listed from time to time as “Risk Factors” in our filings with the SEC, including without limitation, in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements. All forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and the risk that actual results, performance and achievements will differ materially from the expectations expressed herein will increase with the passage of time. Except as otherwise required by the Federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in forward-looking statements, the inclusion of such forward-looking statements should not be regarded as a representation by us.

OVERVIEW

We are a Maryland corporation that is primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations, subject to long-term triple net leases. 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, three of the most iconic entertainment facilities on the Las Vegas Strip. Our properties are occupied by industry-leading gaming, leisure and hospitality operators under long-term, triple-net lease agreements. We have a growing array of real estate and financing partnerships with leading operators in other experiential sectors, including Bowlero, Cabot, Canyon Ranch, Chelsea Piers, Great Wolf Resorts, Homefield, and Kalahari Resorts. 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.

Our portfolio also includes certain real estate debt investments that we have originated for strategic reasons, primarily in connection with transactions that either do or may provide the potential to convert our investment into the ownership of certain of the underlying real estate in the future. In addition, we own approximately 33 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars, which we may look to monetize as appropriate. As of March 31, 2024, our properties are 100% leased with a weighted average lease term, including extension options, of approximately 42.5 years. VICI also owns four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.

We believe we have a mutually beneficial relationship with each of our tenants, all of which are leading owners and operators of gaming, entertainment and leisure properties. Our long-term triple-net lease agreements with our tenants provide us with a highly predictable revenue stream with embedded growth potential. We believe our geographic diversification limits the effect of changes in any one market on our overall performance. We are focused on driving long-term total returns through managing experiential asset growth and allocating capital diligently, maintaining a highly productive tenant base, and optimizing our capital structure to support external growth. As a growth focused public real estate investment trust with long-term investments, we expect our relationship with our partners will position us for the acquisition of additional properties across leisure and hospitality over the long-term.

Our portfolio is competitively positioned and well-maintained. Pursuant to the terms of our lease agreements, which require our tenants to invest in our properties, and in line with our tenants’ commitment to build guest loyalty, we anticipate our tenants will continue to make strategic value-enhancing investments in our properties over time, helping to maintain their competitive position. Our long-term triple-net leases provide our tenants with complete control over management at our leased properties, including sole responsibility for all operations and related expenses, including property taxes, insurance and maintenance, repair, improvement and other capital expenditures, as well as over the implementation of environmental sustainability and other initiatives.

We conduct our operations as a REIT for U.S. federal income tax purposes. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT. We believe VICI’s election of REIT status, combined with the income generation from the lease agreements and loans, will enhance our ability to make distributions to our stockholders, providing investors with current income as well as long-term growth, subject to the macroeconomic environment, other global events and market conditions more broadly. We conduct our real property business through VICI OP and our golf course business through a TRS, VICI Golf.

The financial information included in this Quarterly Report on Form 10-Q is our consolidated results (including the real property business and the golf course business) for the three months ended March 31, 2024.

Impact of Material Trends on Our Business

Recent macroeconomic volatility has introduced significant uncertainty and heightened risk for businesses, including us and our tenants, including the impact of recent and potential future interest rate increases, inflation and increased cost of capital. Our tenants also face additional challenges, including potential changes in consumer confidence levels, which may impact behavior and spending, and increased operational expenses, such as with respect to labor or energy costs. As a triple-net lessor, increased operational expenses at our leased properties are borne by our tenants and do not directly impact their rent obligations (other than with respect to underlying inflation as applied to the CPI-based escalators) or other obligations under our lease agreements. As a triple-net lessor, we believe we are generally in a strong creditor position and structurally insulated from operational and performance impacts of our tenants, both positive and negative. However, the full extent to which these trends adversely affect our tenants and/or ultimately impact us depends on future developments that cannot be predicted with confidence, including our tenants’ financial performance, the direct and indirect effects of such trends (including among other things, interest rate changes, inflation, economic recessions, consumer confidence levels and general conditions in the capital and credit markets) and the impact of any future measures taken in response to such trends on our tenants.

For more information, refer to the sections entitled “Key Trends That May Affect Our Business” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 and as updated from time to time in our other filings with the SEC.

SIGNIFICANT ACTIVITIES DURING 2024

Acquisition and Leasing Activity

• Venetian Capital Investment. Subsequent to quarter-end, on May 1, 2024, we entered into an agreement to provide up to $700.0 million of capital to the Ventian Resort for extensive reinvestment projects through our Partner Property Growth Fund strategy (the “Venetian Capital Investment”). The Venetian Capital Investment is comprised of $400.0 million to be funded in 2024 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 will be funded in three quarterly draws based on a fixed funding schedule: $100.0 million in second quarter of 2024, $150.0 million in the third quarter of 2024 and $150.0 million in the fourth quarter of 2024.

Annual rent under the existing 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”). The Incremental Venetian Rent will begin escalating annually at 2.0% on March 1, 2029, and commencing on March 1, 2031, will begin escalating at 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%.

Real Estate Debt Origination Activity

The following table summarizes our real estate debt origination activity (each as defined in the column titled “Real Estate Debt Investment”) for the three months ended March 31, 2024:

($ in millions)
Real Estate Debt Investment						Date						Investment Type						Maximum Principal Amount						Collateral
Chelsea Piers One Madison Loan						February 7, 2024						Senior Loan						$	10.0					Certain equipment of the fitness club at the One Madison building in New York, New York, under development
Homefield Margaritaville Loan						January 23, 2024						Senior Loan						105.0						Margaritaville Resort in Kansas City, Kansas, under development
Total																		$	115.0

Financing and Capital Markets Activity

• At-The-Market Offering Program. During the three months ended March 31, 2024, we sold an aggregate of 9.7 million shares under the ATM Program, all of which were subject to forward sale agreements, for estimated aggregate total proceeds of $302.4 million based on the initial forward sale price with respect to each forward sale agreement. We did not initially receive any proceeds from the sale of the shares of common stock under the ATM Program, which were sold to the underwriters by the forward purchasers or their respective affiliates.

• Senior Unsecured Notes Offering. On March 18, 2024, VICI LP issued (i) $550.0 million in aggregate principal amount of 5.750% Senior Notes due 2034, which mature on April 1, 2034 and (ii) $500.0 million in aggregate principal amount of 6.125% Senior Notes due 2054, which mature on April 1, 2054, in each case under a supplemental indenture dated as of March 18, 2024, between VICI LP and the Trustee. We used the net proceeds of the offering to redeem (i) $1,024.2 million in aggregate principal amount of 5.625% Senior Notes due May 1, 2024 and (ii) $25.8 million in aggregate principal amount of 5.625% Senior Notes due May 1, 2024.

• Settlement of Forward-Starting Interest Rate Swaps. On March 11, 2024, we settled the seven outstanding forward-starting interest rate swap agreements with an aggregate notional amount of $500.0 million resulting in net proceeds of $2.8 million. Since the forward-starting swaps were hedging the interest rate risk on the March 2024 Notes, the unrealized gain in Accumulated other comprehensive income is being amortized over the term of the respective derivative instruments, which matches that of the underlying note, as a decrease in interest expense.

RESULTS OF OPERATIONS

The results of operations discussion of VICI and VICI LP are presented combined as there are no material differences between the two reporting entities. Further, Golf revenues and Golf expenses, which are wholly attributable to VICI and not VICI LP, are shown as separate line items in the Statement of Operations of VICI.

			Three Months Ended March 31,
(In thousands)			2024						2023						Variance
Revenues
Income from sales-type leases			$	512,772					$	478,394					$	34,378
Income from lease financing receivables, loans and securities			409,301						371,069						38,232
Other income			19,312						18,339						973
Golf revenues			10,096						9,845						251
Total revenues			951,481						877,647						73,834
Operating expenses
General and administrative			16,192						15,005						1,187
Depreciation			1,133						814						319
Other expenses			19,312						18,339						973
Golf expenses			6,511						5,952						559
Change in allowance for credit losses			106,918						111,477						(4,559)
Transaction and acquisition expenses			305						(958)						1,263
Total operating expenses			150,371						150,629						(258)
Income from unconsolidated affiliate			—						1,280						(1,280)
Interest expense			(204,882)						(204,360)						(522)
Interest income			5,293						3,047						2,246
Other (losses) gains			(156)						1,963						(2,119)
Income before income taxes			601,365						528,948						72,417
Provision for income taxes			(1,562)						(1,087)						(475)
Net income			599,803						527,861						71,942
Less: Net income attributable to non-controlling interests			(9,787)						(9,121)						(666)
Net income attributable to common stockholders			$	590,016					$	518,740					$	71,276

Revenue

For the three months ended March 31, 2024 and 2023, our revenue was comprised of the following items:

			Three Months Ended March 31,
(In thousands)			2024						2023						Variance
Leasing revenue			$	893,705					$	833,232					$	60,473
Income from loans and securities			28,369						16,231						12,138
Other income			19,312						18,339						973
Golf revenues			10,096						9,845						251
Total revenues			$	951,482					$	877,647					$	73,835

Leasing Revenue

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

			Three Months Ended March 31,
(In thousands)			2024						2023						Variance
Income from sales-type leases			$	512,773					$	478,394					$	34,379
Income from lease financing receivables (1)			380,932						354,838						26,094
Total leasing revenue			893,705						833,232						60,473
Non-cash adjustment (2)			(135,709)						(122,841)						(12,868)
Total contractual leasing revenue			$	757,996					$	710,391					$	47,605

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(1) Represents our asset acquisitions structured as sale leaseback transactions. In accordance with ASC 842, since the lease agreements were determined to meet the definition of a sales-type lease and control of the asset is not considered to have transferred to us, such lease agreements are accounted for as financings under ASC 310.

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

Leasing revenue is generated from rent from our lease agreements. Total leasing revenue increased $60.5 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Total contractual leasing revenue increased $47.6 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increases were primarily driven by the addition to our portfolio of the remaining 49.9% of the MGM Grand/Mandalay Bay lease agreement in January 2023, the Rocky Gap Casino component of the master lease agreement with Century Casinos, Inc. (“Century Master Lease”) in July 2023, the Century Canadian portfolio component of the Century Master Lease in September 2023, the master lease agreement with Bowlero in October 2023 and the lease agreement with Chelsea Piers in December 2023, as well as the annual rent escalators from certain of our other lease agreements.

Income From Loans and Securities

Income from loans and securities increased $12.1 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increases were driven by the origination and subsequent funding, as applicable, of our debt investments and the related interest income from the increased principal balances outstanding under such debt investments, partially offset by the full repayment of certain loan investments.

Other Income

Other income increased $1.0 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase was driven primarily by the additional income as a result of the assumption of certain sub-leases in connection with the closing of the acquisition of the Rocky Gap Casino in July 2023 and the sale-leaseback transaction with Chelsea Piers in December 2023. We determined we are the primary obligor of the respective ground and use leases and, accordingly, record the related income and expense on a gross basis on our Income Statement. The lease agreements require our tenants to cover all costs associated with such ground and use sub-leases and provide for their direct payment to the primary landlord.

Operating Expenses

For the three months ended March 31, 2024 and 2023, our operating expenses were comprised of the following items:

			Three Months Ended March 31,
(In thousands)			2024						2023						Variance
General and administrative			$	16,192					$	15,005					$	1,187
Depreciation			1,133						814						319
Other expenses			19,312						18,339						973
Golf expenses			6,511						5,952						559
Change in allowance for credit losses			106,918						111,477						(4,559)
Transaction and acquisition expenses			305						(958)						1,263
Total operating expenses			$	150,371					$	150,629					$	(258)

General and Administrative Expenses

General and administrative expenses increased $1.2 million for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. The increase was primarily driven by an increase in compensation, including stock-based compensation and the addition of new employees and additional expenses related to the growth of our business in 2023 and 2024.

Other Expenses

Other expenses increased $1.0 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase was driven primarily by the additional expense as a result of the assumption of certain sub-leases in connection with the closing of the acquisition of the Rocky Gap Casino in July 2023 and the sale-leaseback transaction with Chelsea Piers in December 2023. We determined we are the primary obligor of the respective ground and use leases and, accordingly, record the related income and expense on a gross basis on our Income Statement. The lease agreements require our tenants to cover all costs associated with such ground and use sub-leases and provide for their direct payment to the primary landlord.

Change in Allowance for Credit Losses

Change in allowance for credit losses decreased $4.6 million during the three months ended March 31, 2024 compared to the three months ended March 31, 2023, primarily driven by lower initial CECL allowances recorded on our acquisition and loan origination activity. We recorded initial CECL allowances of $0.7 million on our $115.0 million of loan origination activity during the three months ended March 31, 2024, compared to initial CECL allowances of $229.6 million on our $5.7 billion of property acquisition activity and $4.5 million on our $85.0 million of loan origination activity during the three months ended March 31, 2023.

Further fluctuation in the change in allowance for credit losses are the result of changes to the reasonable and supportable period, or R&S Period, probability of default, or PD, and loss given default, or LGD, of our existing tenants and their parent guarantors (as applicable) as a result of market performance and changes in the macroeconomic model used to scenario condition such inputs and annual standard updates to the model used to estimate the CECL allowance. Refer to Note 5 - Allowance for Credit Losses for further details.

Transaction and Acquisition Expenses

Transaction and acquisition expenses increased $1.3 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Changes in transaction and acquisition expenses are related to fluctuations in (i) costs incurred for investments during the period that are not capitalizable under GAAP, and (ii) costs incurred for investments that we are no longer pursuing.

Non-Operating Income and Expenses

For the three months ended March 31, 2024 and 2023, our non-operating income and expenses were comprised of the following items:

			Three Months Ended March 31,
(In thousands)			2024						2023						Variance
Income from unconsolidated affiliate			$	—					$	1,280					$	(1,280)
Interest expense			(204,882)						(204,360)						(522)
Interest income			5,293						3,047						2,246
Other (losses) gains			(156)						1,963						(2,119)

Income from Unconsolidated Affiliate

Income from unconsolidated affiliate during the three months ended March 31, 2023 represents our 50.1% share of the income of the MGM Grand/Mandalay Bay JV for the period from January 1, 2023 through January 8, 2023, immediately prior to the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition. Beginning on January 9, 2023, upon the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition, we consolidated the operations of the MGM Grand/Mandalay Bay JV, and subsequently, such income is included in Income from sales-type lease on our Statement of Operations and, accordingly, no Income from unconsolidated affiliate was recognized for the three months ended March 31, 2024.

Interest Expense

Interest expense increased $0.5 million during the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. The increase during the three months ended March 31, 2024 was primarily related to the increase in debt from the (i) C$140.0 million, C$75.0 million and £9.0 million draws on the Revolving Credit Facility to finance the acquisitions of the portfolio of assets leased to PURE Canadian Gaming, Corp. in January 2023, Century Canadian portfolio in September 2023 and Cabot Highlands loan in December 2023, respectively, and (ii) assumption of $3.0 billion aggregate principal amount of CMBS debt on January 9, 2023, in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition, the combination of which resulted in an additional $3.2 billion in notional amount of debt.

Additionally, the weighted average annualized interest rate of our debt, net of the impact of the forward-starting interest rate swaps and treasury locks, was 4.33% for both the three months ended March 31, 2024 and 2023, as a result of a higher effective interest rate on (i) the draws on the Revolving Credit Facility and (ii) the March 2024 Notes as compared to the debt that was refinanced with such notes, offset by the low interest rate on the MGM Grand/Mandalay Bay CMBS Debt.

Interest Income

Interest income increased $2.2 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase was primarily driven by an overall increase in our cash on hand and short-term investments throughout the current period as compared to the prior period.

Other (Losses) Gains

Other (losses) gains decreased $2.1 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The change primarily relates to foreign currency remeasurement adjustments associated with our investments in Canada and the United Kingdom. In connection with such transactions, we entered into intercompany debt and drew C$215.0 million and £9.0 million on the Revolving Credit Facility, which are denominated in a foreign currency and, since such debt is held at entities with USD as their functional currency, certain of the related assets and liabilities are remeasured through the Statement of Operations.

RECONCILIATION OF NON-GAAP MEASURES

We present VICI’s Funds From Operations (“FFO”), FFO per share, Adjusted Funds From Operations (“AFFO”), AFFO per share, and Adjusted EBITDA, which are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). These are non-GAAP financial measures and should not be construed as alternatives to net income or as an indicator of operating performance (as determined in accordance with GAAP). We believe FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of VICI’s business.

FFO is a non-GAAP financial measure that is considered a supplemental measure for the real estate industry and a supplement to GAAP measures. Consistent with the definition used by the National Association of Real Estate Investment Trusts (NAREIT), we define FFO as VICI’s net income (or loss) attributable to common stockholders (computed in accordance with GAAP) excluding (i) gains (or losses) from sales of certain real estate assets, (ii) depreciation and amortization related to real estate, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) our proportionate share of such adjustments from our investment in unconsolidated affiliate.

AFFO is a non-GAAP financial measure that we use as a supplemental operating measure to evaluate VICI’s performance. We calculate VICI’s AFFO by adding or subtracting from FFO non-cash leasing and financing adjustments, non-cash change in allowance for credit losses, non-cash stock-based compensation expense, transaction costs incurred in connection with the acquisition of real estate investments, amortization of debt issuance costs and original issue discount, other non-cash interest expense, non-real estate depreciation (which is comprised of the depreciation related to our golf course operations), capital expenditures (which are comprised of additions to property, plant and equipment related to our golf course operations), impairment charges related to non-depreciable real estate, gains (or losses) on debt extinguishment and interest rate swap settlements, other losses (gains), deferred income tax benefits and expenses, other non-recurring non-cash transactions, our proportionate share of non-cash adjustments from our investment in unconsolidated affiliate (including the amortization of any basis differences) with respect to certain of the foregoing and non-cash adjustments attributable to non-controlling interest with respect to certain of the foregoing.

We calculate VICI’s Adjusted EBITDA by adding or subtracting from AFFO contractual interest expense (including the impact of the forward-starting interest rate swaps and treasury locks) and interest income (collectively, interest expense, net), income tax expense and our proportionate share of such adjustments from our investment in unconsolidated affiliate.

These non-GAAP financial measures: (i) do not represent VICI’s cash flow from operations as defined by GAAP; (ii) should not be considered as an alternative to VICI’s net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to VICI’s cash flow as a measure of liquidity. In addition, these measures should not be viewed as measures of liquidity, nor do they measure our ability to fund all of our cash needs, including our ability to make cash distributions to our stockholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of VICI’s financial results in accordance with GAAP.

Reconciliation of VICI’s Net Income to FFO, FFO per Share, AFFO, AFFO per Share and Adjusted EBITDA

			Three Months Ended March 31,
(In thousands, except share data and per share data)			2024						2023
Net income attributable to common stockholders			$	590,016					$	518,740
Real estate depreciation			—						—
Joint venture depreciation and non-controlling interest adjustments			—						1,426
FFO attributable to common stockholders			590,016						520,166
Non-cash leasing and financing adjustments			(135,666)						(122,834)
Non-cash change in allowance for credit losses			106,918						111,477
Non-cash stock-based compensation			3,793						3,467
Transaction and acquisition expenses			305						(958)
Amortization of debt issuance costs and original issue discount			16,509						19,682
Other depreciation			846						783
Capital expenditures			(432)						(988)
Other losses (gains) (1)			156						(1,963)
Deferred income tax provision			435						—
Joint venture non-cash adjustments and non-controlling interest adjustments			291						(227)
AFFO attributable to common stockholders			583,171						528,605
Interest expense, net			183,080						181,631
Income tax expense			1,127						1,087
Joint venture interest expense and non-controlling interest adjustments			(2,128)						(1,021)
Adjusted EBITDA attributable to common stockholders			$	765,250					$	710,302
Net income per common share
Basic			$	0.57					$	0.52
Diluted			$	0.57					$	0.52
FFO per common share
Basic			$	0.57					$	0.52
Diluted			$	0.57					$	0.52
AFFO per common share
Basic			$	0.56					$	0.53
Diluted			$	0.56					$	0.53
Weighted average number of shares of common stock outstanding
Basic			1,042,404,634						1,001,526,645
Diluted			1,043,311,636						1,003,831,325

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*(1)*Represents non-cash foreign currency remeasurement adjustment.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of March 31, 2024, our available cash and cash-equivalents balance, short-term investments, capacity under our Revolving Credit Facility and proceeds available from outstanding forward sale agreements were as follows:

(In thousands)			March 31, 2024
Cash and cash equivalents			$	485,318
Short-term investments			29,579
Capacity under Revolving Credit Facility (1)			2,329,860
Net proceeds available from settlement of Forward Sale Agreements (2)			682,693
Total			$	3,527,450

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*(1)*In addition, the Revolving Credit Facility includes the option to increase the revolving loan commitments by up to $1.0 billion to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions.

*(2)*Assumes the physical settlement of the 22,856,855 shares remaining to be settled as of March 31, 2024 under our at-the-market forward sale agreements at a forward sales price of $29.87, calculated as of March 31, 2024.

We believe that we have sufficient liquidity to meet our material cash requirements, including our contractual obligations, debt maturities and commitments as well as our additional funding requirements, primarily through currently available cash and cash equivalents, cash received under our lease agreements, existing borrowings from banks, including our undrawn capacity under our Revolving Credit Facility, and proceeds from future issuances of debt and equity securities (including issuances under the ATM Program) for the next 12 months and in future periods.

All of our lease agreements call for an initial term of between fifteen and thirty-two years with additional tenant renewal options and, along with our loans, are designed to provide us with a reliable and predictable long-term revenue stream. Our cash flows from operations and our ability to access capital resources could be adversely affected due to uncertain economic factors and volatility in the financial and credit markets, including as a result of the current inflationary environment, higher interest rates, equity market volatility, and changes in consumer behavior and spending. In particular, we can provide no assurances that our tenants will not default on their leases or fail to make full rental payments if their businesses become challenged due to, among other things, current or future adverse economic conditions. See “Overview — Impact of Material Trends on our Business” above for additional detail. In the event our tenants are unable to make all of their contractual rent payments as provided by our lease agreements, we believe we have sufficient liquidity from the other sources discussed above to meet all of our contractual obligations for a significant period of time. For more information, refer to the risk factors incorporated by reference into Part II. Item 1A. Risk Factors herein from our Annual Report on Form 10-K for the year ended December 31, 2023.

Our ability to raise funds through the issuance of debt and equity securities and access to other third-party sources of capital in the future will be dependent on, among other things, general economic conditions, general market conditions for REITs and investment grade issuers, market perceptions, the trading price of our stock and uncertainties related to the macroeconomic environment. We will continue to analyze which sources of capital are most advantageous to us at any particular point in time, but financing through the capital markets may not be consistently available on terms we deem attractive, or at all.

Material Cash Requirements

Contractual Obligations

Our short-term obligations consist primarily of regular interest payments on our debt obligations, dividends to our common stockholders, distributions to the VICI OP Unit holders, normal recurring operating expenses, recurring expenditures for corporate and administrative needs, certain lease and other contractual commitments related to our golf operations and certain non-recurring expenditures. For more information on our material contractual commitments, refer to Note 10 - Commitments and Contingent Liabilities.

Our long-term obligations consist primarily of principal payments on our outstanding debt obligations and future funding commitments under our lease and loan agreements. As of March 31, 2024, we have $17.1 billion of debt obligations outstanding of which $750.0 million matures on February 15, 2025, $500.0 million matures on May 15, 2025 and $800.0 million matures on June 15, 2025. For a summary of principal debt balances and their maturity dates and principal terms, refer

to Note 7 - Debt. For a summary of our future funding commitments under our loan portfolio, refer to Note 4 - Real Estate Portfolio.

Pursuant to our lease agreements, capital expenditures, insurance and taxes for our properties are the responsibility of the tenants. Minimum capital expenditure spending requirements of the tenants pursuant to our gaming lease agreements are described in Note 4 - Real Estate Portfolio.

Information concerning our material contractual obligations and commitments to make future payments under contracts such as our indebtedness, future funding commitments under our loans and Partner Property Growth Fund and future contractual operating commitments (such as future lease payments under our corporate lease) are included in the following table as of March 31, 2024. Amounts in this table omit, among other things, non-contractual commitments and items such as dividends and recurring or non-recurring operating expenses and other expenditures, including acquisitions and other investments:

									Payments Due By Period
(In thousands)									Total						2024 (remaining)						2025						2026						2027						2028 and Thereafter
Long-term debt, principal
			Senior Unsecured Notes						$	13,950,000					$	—					$	2,050,000					$	1,750,000					$	1,500,000					$	8,650,000
			MGM Grand/Mandalay Bay JV CMBS Debt						3,000,000						—						—						—						—						3,000,000
			Revolving Credit Facility						170,140						—						—						170,140						—						—
Scheduled interest payments (1)									5,827,702						562,429						737,269						683,972						566,348						3,277,684
Total debt contractual obligations									22,947,842						562,429						2,787,269						2,604,112						2,066,348						14,927,684
Leases and contracts (2)
			Future funding commitments – loan investments and Partner Property Growth Fund (3)						1,204,560						683,502						402,979						117,024						1,055						—
			Golf course operating lease and contractual commitments						41,594						1,585						2,153						2,197						2,241						33,418
			Corporate office leases						18,155						143						1,016						1,742						1,742						13,512
Total leases and contract obligations									1,264,309						685,230						406,148						120,963						5,038						46,930
Total contractual commitments									$	24,212,151					$	1,247,659					$	3,193,417					$	2,725,075					$	2,071,386					$	14,974,614

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(1) Estimated interest payments on variable interest debt under our Revolving Credit Facility are based on the CDOR and SONIA rates as of March 31, 2024.

(2) Excludes ground and use leases which are paid directly by our tenants to the primary lease holder.

(3) The allocation of our future funding commitments is based on construction draw schedules, commitment funding dates, expiration dates or other information, as applicable; however, we may be obligated to fund these commitments earlier than such applicable date. Amounts include the $400.0 million future funding commitment required in connection with the Venetian Capital Investment.

Additional Funding Requirements

In addition to the contractual obligations and commitments set forth in the table above, we have and may enter into additional agreements that commit us to potentially acquire properties in the future, fund future property improvements or otherwise provide capital to our tenants, borrowers and other counterparties, including through our put-call agreements and Partner Property Growth Fund. As of March 31, 2024, we had $1.0 billion of additional potential future funding commitments under the Property Growth Fund Agreement entered into with Apollo in connection with the Venetian Resort acquisition (and subsequent to quarter end, on May 1, 2024, in connection with the Venetian Capital Investment the previous agreement in the amount of $1.0 billion was terminated, and our obligation pursuant to which Apollo has the option, but not the obligation, to draw our future funds, was reduced to $300.0), the use of which are at the discretion of our tenants and will be dependent upon independent decisions made by our tenants with respect to any capital improvement projects and the source of funds for such projects, as well as the total funding ultimately provided under such arrangements.

Cash Flow Analysis

The table below summarizes our cash flows for the three months ended March 31, 2024 and 2023:

						Three Months Ended March 31,
(In thousands)						2024						2023						Variance
Cash, cash equivalents and restricted cash
			Provided by operating activities			$	543,739					$	522,033					$	21,706
			Used in investing activities			(109,160)						(1,468,856)						1,359,696
			(Used in) provided by financing activities			(471,781)						985,489						(1,457,270)
			Effect of exchange rate changes on cash, cash equivalents and restricted cash			(54)						74						(128)
			Net (decrease) increase in cash, cash equivalents and restricted cash			(37,256)						38,740						(75,996)
			Cash, cash equivalents and restricted cash, beginning of period			522,574						208,933						313,641
			Cash, cash equivalents and restricted cash, end of period			$	485,318					$	247,673					$	237,645

Cash Flows from Operating Activities

Net cash provided by operating activities increased $21.7 million for the three months ended March 31, 2024 compared with the three months ended March 31, 2023. The increase is primarily driven by an increase in cash rental payments from the addition of the remaining 49.9% of the MGM Grand/Mandalay Bay lease agreement in January 2023, the Rocky Gap Casino component of the Century Master Lease in July 2023, the Century Canadian portfolio component of the Century Master Lease in September 2023, the master lease agreement with Bowlero in October 2023 and the lease agreement with Chelsea Piers in December 2023.

Cash Flows from Investing Activities

Net cash used in investing activities decreased $1,359.7 million for the three months ended March 31, 2024 compared with the three months ended March 31, 2023.

During the three months ended March 31, 2024, the primary sources and uses of cash from investing activities included:

• Disbursements to fund investments in our loan and securities portfolio in the amount of $71.7 million;

• Investments in short-term investments of $29.6 million; and

• Payments to fund the Caruthersville Property Growth Fund investment in the amount of $5.9 million.

During the three months ended March 31, 2023, the primary sources and uses of cash from investing activities included:

• Net payments of $1,266.9 million, including acquisition costs, in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition;

• Maturities of short-term investments of $217.3 million;

• Disbursements to fund investments in our loan and securities portfolio in the amount of $209.3 million;

*•*Payments for the acquisition of the portfolio of assets leased to PURE Canadian Gaming, Corp. for a total cost of $202.7 million, including acquisition costs; and

• Payments to fund the Caruthersville Property Growth Fund investment in the amount of $6.1 million.

Cash Flows from Financing Activities

Net cash provided by financing activities decreased $1,457.3 million for the three months ended March 31, 2024, compared with the three months ended March 31, 2023.

During the three months ended March 31, 2024, the primary sources and uses of cash in financing activities included:

• Net proceeds from the issuance of the March 2024 Notes in the amount of $1,028.5 million;

• Redemption of the outstanding (i) $1,024.2 million in aggregate principal amount of the 5.625% Senior Notes due 2024 and (ii) $25.8 million in aggregate principal amount of the 5.625% MGP OP Notes due 2024;

• Dividend payments of $434.8 million;

• Distributions of $7.7 million to non-controlling interests;

• Repurchase of shares of common stock for tax withholding in connection with the vesting of employee stock compensation of $5.0 million; and

• Payments of debt issuance costs of $2.8 million.

During the three months ended March 31, 2023, the primary sources and uses of cash from financing activities included:

• Net proceeds of $1,272.3 million from the issuance of an aggregate 40,592,592 shares of our common stock pursuant to the full physical settlement of the then-outstanding forward sale agreements;

• Dividend payments of $382.6 million;

• Draw of $352.7 million on our Revolving Credit Facility;

• Repayment of $250.0 million on our Revolving Credit Facility;

• Repurchase of shares of common stock for tax withholding in connection with the vesting of employee stock compensation of $4.6 million; and

• Distributions of $2.3 million to non-controlling interest.

Debt

For a summary of our debt obligations as of March 31, 2024, refer to Note 7 - Debt.

Covenants

Our debt obligations are subject to certain customary financial and protective covenants that restrict our ability to incur additional debt, sell certain assets and restrict certain payments, among other things. In addition, these covenants are subject to a number of important exceptions and qualifications, including, with respect to the restricted payments covenant, the ability to make unlimited restricted payments to maintain our REIT status. At March 31, 2024, we were in compliance with all debt-related covenants.

Distribution Policy

We intend to make regular quarterly distributions to holders of shares of our common stock. Dividends declared (on a per share basis) during the three months ended March 31, 2024 and 2023 were as follows:

Three Months Ended March 31, 2024
Declaration Date						Record Date						Payment Date						Period						Dividend
March 7, 2024						March 21, 2024						April 4, 2024						January 1, 2024 – March 31, 2024						$	0.4150

Three Months Ended March 31, 2023
Declaration Date						Record Date						Payment Date						Period						Dividend
March 9, 2023						March 23, 2023						April 6, 2023						January 1, 2023 - March 31, 2023						$	0.3900

Federal income tax law requires that a REIT distribute annually at least 90% of its REIT taxable income (with certain adjustments), determined without regard to the dividends paid deduction and excluding any net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains. In addition, a REIT will be required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions it makes in a calendar year are less than the sum of 85% of its ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years.

We intend to continue to make distributions to our stockholders to comply with the REIT requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and to avoid or otherwise minimize paying entity level federal income or excise tax (other than at any TRS of ours). We may generate taxable income greater than our income for financial reporting purposes prepared in accordance with GAAP. Further, we may generate REIT taxable income greater than our cash flow from operations after operating expenses and debt service as a result of differences in timing between the recognition of REIT taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.

Critical Accounting Policies and Estimates

A complete discussion of our critical accounting policies and estimates is included in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes in our critical policies and estimates for the three months ended March 31, 2024.