Item 1. Financial Statements

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Item 1. Financial Statements

VICI PROPERTIES INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share and per share data)


	June 30, 2024		December 31, 2023
Assets
Real estate portfolio:
Investments in leases - sales-type, net	$	23,189,566	$	23,015,931

Investments in leases - financing receivables, net	18,337,881		18,211,102
Investments in loans and securities, net	1,461,198		1,144,177

Land	150,727		150,727
Cash and cash equivalents	347,160		522,574


Other assets	1,024,718		1,015,330
Total assets	$	44,511,250	$	44,059,841

Liabilities
Debt, net	$	16,727,361	$	16,724,125
Accrued expenses and deferred revenue	215,689		227,241
Dividends and distributions payable	437,785		437,599
Other liabilities	1,004,102		1,013,102
Total liabilities	18,384,937		18,402,067

Commitments and contingent liabilities (Note 10)

Stockholders’ equity
Common stock, $0.01 par value, 1,350,000,000 shares authorized and 1,043,171,743 and 1,042,702,763 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	10,432		10,427
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at June 30, 2024 and December 31, 2023	—		—
Additional paid-in capital	24,128,989		24,125,872
Accumulated other comprehensive income	148,211		153,870
Retained earnings	1,431,264		965,762
Total VICI stockholders’ equity	25,718,896		25,255,931
Non-controlling interests	407,417		401,843
Total stockholders’ equity	26,126,313		25,657,774
Total liabilities and stockholders’ equity	$	44,511,250	$	44,059,841

Note: As of June 30, 2024 and December 31, 2023, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and securities, and Other assets (sales-type sub-leases) are net of allowance for credit losses of $762.7 million, $706.7 million, $26.5 million and $20.0 million, respectively, and $701.1 million, $703.6 million, $29.8 million and $18.7 million, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

See accompanying Notes to Consolidated Financial Statements.

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues
Income from sales-type leases	$	512,289	$	495,355	$	1,025,061	$	973,749

Income from lease financing receivables, loans and securities	413,735		373,132		823,036		744,201
Other income	19,323		18,525		38,635		36,864
Golf revenues	11,656		11,146		21,752		20,991
Total revenues	957,003		898,158		1,908,484		1,775,805

Operating expenses
General and administrative	15,768		14,920		31,960		29,925
Depreciation	992		887		2,125		1,701
Other expenses	19,323		18,525		38,635		36,864
Golf expenses	6,813		6,590		13,324		12,542
Change in allowance for credit losses	(43,000)		(41,355)		63,918		70,122
Transaction and acquisition expenses	259		777		564		(181)
Total operating expenses	155		344		150,526		150,973

Income from unconsolidated affiliate	—		—		—		1,280
Interest expense	(205,777)		(203,594)		(410,659)		(407,954)
Interest income	3,926		5,806		9,219		8,853

Other gains	990		3,454		834		5,417
Income before income taxes	755,987		703,480		1,357,352		1,232,428
Provision for income taxes	(3,234)		(1,899)		(4,796)		(2,986)
Net income	752,753		701,581		1,352,556		1,229,442
Less: Net income attributable to non-controlling interests	(11,451)		(10,879)		(21,238)		(20,000)
Net income attributable to common stockholders	$	741,302	$	690,702	$	1,331,318	$	1,209,442

Net income per common share
Basic	$	0.71	$	0.69	$	1.28	$	1.20
Diluted	$	0.71	$	0.69	$	1.28	$	1.20

Weighted average number of shares of common stock outstanding
Basic	1,042,650,713		1,006,893,810		1,042,530,017		1,004,189,744
Diluted	1,042,959,627		1,007,968,422		1,043,137,980		1,005,879,395

Other comprehensive income
Net income	$	752,753	$	701,581	$	1,352,556	$	1,229,442
Reclassification of derivative gain to Interest expense	(6,384)		(6,037)		(12,430)		(12,074)
Unrealized gain on cash flow hedges	—		7,573		12,482		180
Foreign currency translation adjustments	(2,173)		1,732		(5,817)		68
Comprehensive income	744,196		704,849		1,346,791		1,217,616
Comprehensive income attributable to non-controlling interests	(11,323)		(10,918)		(21,132)		(19,857)
Comprehensive income attributable to common stockholders	$	732,873	$	693,931	$	1,325,659	$	1,197,759

See accompanying Notes to Consolidated Financial Statements.

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands, except share and per share data)


	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Retained Earnings		Total VICI Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity
Balance as of December 31, 2023	$	10,427	$	24,125,872	$	153,870	$	965,762	$	25,255,931	$	401,843	$	25,657,774
Net income	—		—		—		590,016		590,016		9,787		599,803

Reallocation of equity	—		255		—		—		255		(255)		—
Dividends and distributions declared ($0.4150 per common share)	—		—		—		(432,900)		(432,900)		(7,707)		(440,607)
Stock-based compensation, net of forfeitures	4		(1,252)		—		—		(1,248)		44		(1,204)
Reclassification of derivative gain to Interest expense	—		—		(5,976)		—		(5,976)		(70)		(6,046)
Unrealized gain on cash flow hedges	—		—		12,341		—		12,341		141		12,482
Foreign currency translation adjustments	—		—		(3,595)		—		(3,595)		(49)		(3,644)
Balance as of March 31, 2024	10,431		24,124,875		156,640		1,122,878		25,414,824		403,734		25,818,558
Net income	—		—		—		741,302		741,302		11,451		752,753

Reallocation of equity	—		(79)		—		—		(79)		79		—
Dividends and distributions declared ($0.4150 per common share)	—		—		—		(432,916)		(432,916)		(7,768)		(440,684)
Stock-based compensation, net of forfeitures	1		4,193		—		—		4,194		49		4,243
Reclassification of derivative gain to Interest expense	—		—		(6,316)		—		(6,316)		(68)		(6,384)

Foreign currency translation adjustments	—		—		(2,113)		—		(2,113)		(60)		(2,173)
Balance as of June 30, 2024	$	10,432	$	24,128,989	$	148,211	$	1,431,264	$	25,718,896	$	407,417	$	26,126,313

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

(UNAUDITED)

(In thousands, except share and per share data)


	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Retained Earnings		Total VICI Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity
Balance as of December 31, 2022	$	9,631	$	21,645,499	$	185,353	$	93,154	$	21,933,637	$	356,476	$	22,290,113
Net income	—		—		—		518,740		518,740		9,121		527,861
Issuance of common stock, net	406		1,271,066		—		—		1,271,472		—		1,271,472
Reallocation of equity	—		(4,936)		—		—		(4,936)		4,936		—
Dividends and distributions declared ($0.3900 per common share)	—		—		—		(391,640)		(391,640)		(7,048)		(398,688)
Stock-based compensation, net of forfeitures	5		(1,120)		—		—		(1,115)		(14)		(1,129)
Reclassification of derivative gain to Interest expense	—		—		(5,964)		—		(5,964)		(73)		(6,037)
Unrealized loss on cash flow hedges	—		—		(7,304)		—		(7,304)		(89)		(7,393)
Foreign currency translation adjustments	—		—		(1,644)		—		(1,644)		(20)		(1,664)
Balance as of March 31, 2023	10,042		22,910,509		170,441		220,254		23,311,246		363,289		23,674,535
Net income	—		—		—		690,702		690,702		10,879		701,581
Issuance of common stock, net	32		101,435		—		—		101,467		—		101,467

Reallocation of equity	—		(651)		—		—		(651)		651		—
Dividends and distributions declared ($0.3900 per common share)	—		—		—		(392,897)		(392,897)		(7,048)		(399,945)
Stock-based compensation, net of forfeitures	—		3,620		—		—		3,620		49		3,669
Reclassification of derivative gain to Interest expense	—		—		(5,964)		—		(5,964)		(73)		(6,037)
Unrealized gain on cash flow hedges	—		—		7,482		—		7,482		91		7,573
Foreign currency translation adjustments	—		—		1,711		—		1,711		21		1,732
Balance as of June 30, 2023	$	10,074	$	23,014,913	$	173,670	$	518,059	$	23,716,716	$	367,859	$	24,084,575

See accompanying Notes to Consolidated Financial Statements.

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities
Net income	$	1,352,556	$	1,229,442
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(266,949)		(252,344)
Stock-based compensation	8,372		7,498

Depreciation	2,125		1,701
Other gains	(834)		(5,417)
Amortization of debt issuance costs and original issue discount	21,595		24,229
Change in allowance for credit losses	63,918		70,122
Net proceeds from settlement of derivatives	2,827		—
Deferred income taxes	2,289		—
Income from unconsolidated affiliate	—		(1,280)
Distributions from unconsolidated affiliate	—		3,273
Change in operating assets and liabilities:
Other assets	(20,005)		2,248
Accrued expenses and deferred revenue	(10,670)		(24,246)
Other liabilities	3,125		(2,815)
Net cash provided by operating activities	1,158,349		1,052,411

Cash flows from investing activities
Net cash paid in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition	—		(1,266,905)
Investments in leases - sales-type	(109,900)		(15,000)
Investments in leases - financing receivables	(248)		(203,272)
Investments in loans and securities	(387,287)		(347,454)

Principal repayments of loans and receipts of deferred fees	80,600		400,100
Capitalized transaction costs	(75)		(541)
Investments in short-term investments	(29,579)		—
Maturities of short-term investments	29,579		217,342
Proceeds from sale of real estate	952		6,285
Acquisition of property and equipment	(5,076)		(1,317)
Net cash used in investing activities	(421,034)		(1,210,762)

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


Cash flows from financing activities
Proceeds from offering of common stock, net	—		1,373,737
Proceeds from March 2024 Notes offering	1,028,533		—
Proceeds from Revolving Credit Facility	—		352,704
Redemption of senior unsecured notes	(1,050,000)		—
Repayment of Revolving Credit Facility	—		(250,000)
Debt issuance costs	(3,039)		—
Repurchase of stock for tax withholding	(5,332)		(4,957)
Distributions to non-controlling interests	(15,475)		(4,556)
Dividends paid	(867,623)		(778,909)
Net cash (used in) provided by financing activities	(912,936)		688,019

Effect of exchange rate changes on cash, cash equivalents and restricted cash	207		192

Net (decrease) increase in cash, cash equivalents and restricted cash	(175,414)		529,860
Cash, cash equivalents and restricted cash, beginning of period	522,574		208,933
Cash, cash equivalents and restricted cash, end of period	$	347,160	$	738,793

Supplemental cash flow information:
Cash paid for interest	$	381,316	$	376,693
Cash paid for income taxes	$	3,338	$	3,746
Supplemental non-cash investing and financing activity:
Dividends and distributions declared, not paid	$	437,992	$	397,667

Deferred transaction costs payable	$	3,699	$	2,677

Non-cash change in Investments in leases - financing receivables	$	141,965	$	138,040

See accompanying Notes to Consolidated Financial Statements.

VICI PROPERTIES L.P.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except unit and per unit data)


	June 30, 2024		December 31, 2023
Assets
Real estate portfolio:
Investments in leases - sales-type, net	$	23,189,566	$	23,015,931

Investments in leases - financing receivables, net	18,337,881		18,211,102
Investments in loans and securities, net	1,461,198		1,144,177

Land	150,727		150,727
Cash and cash equivalents	291,128		471,584

Short-term investments	—		—
Other assets	945,770		936,528
Total assets	$	44,376,270	$	43,930,049

Liabilities
Debt, net	$	16,727,361	$	16,724,125
Accrued expenses and deferred revenue	214,175		222,333
Distributions payable	437,785		437,599
Other liabilities	989,532		998,363
Total liabilities	18,368,853		18,382,420

Commitments and contingent liabilities (Note 10)

Partners’ Capital
Partners’ capital, 1,055,403,116 and 1,054,934,136 operating partnership units issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	25,753,822		25,288,647
Accumulated other comprehensive income	147,585		153,350
Total VICI LP’s capital	25,901,407		25,441,997
Non-controlling interest	106,010		105,632
Total capital attributable to partners	26,007,417		25,547,629
Total liabilities and partners’ capital	$	44,376,270	$	43,930,049

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands, except unit and per unit data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues
Income from sales-type leases	$	512,289	$	495,355	$	1,025,061	$	973,749

Income from lease financing receivables, loans and securities	413,735		373,132		823,036		744,201
Other income	19,323		18,525		38,635		36,864
Total revenues	945,347		887,012		1,886,732		1,754,814

Operating expenses
General and administrative	15,732		14,920		31,889		29,925
Depreciation	157		62		445		93
Other expenses	19,323		18,525		38,635		36,864
Change in allowance for credit losses	(43,000)		(41,355)		63,918		70,122
Transaction and acquisition expenses	259		777		564		(181)
Total operating expenses	(7,529)		(7,071)		135,451		136,823

Income from unconsolidated affiliate	—		—		—		1,280
Interest expense	(205,777)		(203,594)		(410,659)		(407,954)
Interest income	3,235		5,224		7,861		7,714
Other gains	990		3,454		834		5,417
Income before income taxes	751,324		699,167		1,349,317		1,224,448
Provision for income taxes	(2,342)		(1,198)		(3,295)		(1,564)
Net income	748,982		697,969		1,346,022		1,222,884
Less: Net income attributable to non-controlling interests	(2,803)		(2,487)		(5,701)		(5,326)
Net income attributable to partners	$	746,179	$	695,482	$	1,340,321	$	1,217,558

Net income per Partnership unit
Basic	$	0.71	$	0.68	$	1.27	$	1.20
Diluted	$	0.71	$	0.68	$	1.27	$	1.20

Weighted average number of Partnership units outstanding
Basic	1,054,882,086		1,019,125,183		1,054,761,390		1,016,421,117
Diluted	1,055,191,000		1,020,199,795		1,055,369,353		1,018,110,768

Other comprehensive income
Net income attributable to partners	$	746,179	$	695,482	$	1,340,321	$	1,217,558
Reclassification of derivative gain to Interest expense	(6,384)		(6,037)		(12,430)		(12,074)
Unrealized gain on cash flow hedges	—		7,573		12,482		180
Foreign currency translation adjustments, net	(2,173)		1732		(5,817)		68
Comprehensive income attributable to partners	$	737,622	$	698,750	$	1,334,556	$	1,205,732

See accompanying Notes to Consolidated Financial Statements.

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(UNAUDITED)

(In thousands, except unit and per unit data)


	Partners’ Capital		Accumulated Other Comprehensive Income		Non-Controlling Interest		Total
Balance as of December 31, 2023	$	25,288,647	$	153,350	$	105,632	$	25,547,629
Net income	594,142		—		2,898		597,040

Distributions to Parent	(440,283)		—		—		(440,283)
Distributions to non-controlling interest	—		—		(2,630)		(2,630)
Stock-based compensation, net of forfeitures	(1,204)		—		—		(1,204)
Reclassification of derivative gain to Interest expense	—		(6,046)		—		(6,046)
Unrealized gain on cash flow hedges	—		12,482		—		12,482
Foreign currency translation adjustments	—		(3,644)		—		(3,644)
Balance as of March 31, 2024	25,441,302		156,142		105,900		25,703,344
Net income	746,179		—		2,803		748,982
Contributions from parent	147		—		—		147
Distributions to parent	(438,049)		—		—		(438,049)
Distributions to non-controlling interest	—		—		(2,693)		(2,693)
Stock-based compensation, net of forfeitures	4,243		—		—		4,243
Reclassification of derivative gain to Interest expense	—		(6,384)		—		(6,384)

Foreign currency translation adjustments	—		(2,173)		—		(2,173)
Balance as of June 30, 2024	$	25,753,822	$	147,585	$	106,010	$	26,007,417

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(UNAUDITED)

(In thousands, except unit and per unit data)


	Partners’ Capital		Accumulated Other Comprehensive Income		Non-Controlling Interest		Total
Balance as of December 31, 2022	$	21,900,511	$	185,201	$	79,504	$	22,165,216
Net income	522,076		—		2,839		524,915
Contributions from Parent	1,303,243		—		—		1,303,243
Distributions to Parent	(408,519)		—		—		(408,519)
Distributions to non-controlling interest	—		—		(2,278)		(2,278)
Stock-based compensation, net of forfeitures	(1,129)		—		—		(1,129)
Reclassification of derivative gain to Interest expense	—		(6,037)		—		(6,037)
Unrealized loss on cash flow hedges	—		(7,393)		—		(7,393)
Foreign currency translation adjustments	—		(1,664)		—		(1,664)
Balance as of March 31, 2023	23,316,182		170,107		80,065		23,566,354
Net income	695,482		—		2,487		697,969
Contributions from parent	103,053		—		—		103,053
Distributions to parent	(397,810)		—		—		(397,810)
Distributions to non-controlling interest	—		—		(2,278)		(2,278)
Stock-based compensation, net of forfeitures	3,669		—		—		3,669
Reclassification of derivative gain to Interest expense	—		(6,037)		—		(6,037)
Unrealized gain on cash flow hedges	—		7,573		—		7,573
Foreign currency translation adjustments	—		1,732		—		1,732
Balance as of June 30, 2023	$	23,720,576	$	173,375	$	80,274	$	23,974,225

See accompanying Notes to Consolidated Financial Statements.

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities
Net income	$	1,346,022	$	1,222,884
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(266,949)		(252,344)
Stock-based compensation	8,372		7,498
Depreciation	445		93
Other gains	(834)		(5,417)
Amortization of debt issuance costs and original issue discount	21,595		24,229
Change in allowance for credit losses	63,918		70,122
Net proceeds from settlement of derivatives	2,827		—
Deferred income taxes	2,321		—
Income from unconsolidated affiliate	—		(1,280)
Distributions from unconsolidated affiliate	—		3,273

Change in operating assets and liabilities:
Other assets	(19,218)		4,463
Accrued expenses and deferred revenue	(9,644)		(31,018)
Other liabilities	3,262		(2,770)
Net cash provided by operating activities	1,152,117		1,039,733

Cash flows from investing activities
Net cash paid in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition	—		(1,266,905)
Investments in leases - sales-type	(109,900)		(15,000)
Investments in leases - financing receivables	(248)		(203,272)
Investments in loans and securities	(387,287)		(347,454)
Principal repayments of loans and receipts of deferred fees	80,600		400,100
Capitalized transaction costs	(75)		(541)
Investments in short-term investments	(29,579)		—
Maturities of short-term investments	29,579		217,342
Proceeds from sale of real estate	952		6,285
Acquisition of property and equipment	(4,033)		—
Net cash used in investing activities	(419,991)		(1,209,445)

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


Cash flows from financing activities
Contributions from Parent	—		1,397,737
Distributions to Parent	(877,628)		(773,768)
Proceeds from March 2024 Notes offering	1,028,533		—
Proceeds from Revolving Credit Facility	—		352,704

Redemption of senior unsecured notes	(1,050,000)		—
Repayment of Revolving Credit Facility	—		(250,000)
Debt issuance costs	(3,039)		—
Repurchase of stock for tax withholding	(5,332)		(4,957)
Distributions to non-controlling interest	(5,323)		(4,556)
Net cash (used in) provided by financing activities	(912,789)		717,160

Effect of exchange rate changes on cash, cash equivalents and restricted cash	207		192

Net (decrease) increase in cash, cash equivalents and restricted cash	(180,456)		547,640
Cash, cash equivalents and restricted cash, beginning of period	471,584		142,600
Cash, cash equivalents and restricted cash, end of period	$	291,128	$	690,240

Supplemental cash flow information:
Cash paid for interest	$	381,316	$	376,693
Cash paid for income taxes	$	1,312	$	1,746
Supplemental non-cash investing and financing activity:
Distributions payable	$	437,992	$	397,667

Deferred transaction costs payable	$	3,699	$	2,677
Non-cash change in Investments in leases - financing receivables	$	141,965	$	138,040

See accompanying Notes to Consolidated Financial Statements.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In these notes, the words the “Company,” “VICI,” “we,” “our,” and “us” refer to VICI Properties Inc. and its subsidiaries, including VICI LP, on a consolidated basis, unless otherwise stated or the context requires otherwise.

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

Note 1 — Business and Organization

Business

We are primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations, subject to long-term triple-net leases. As of June 30, 2024, we own 93 experiential assets across a geographically diverse portfolio consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort Las Vegas (the “Venetian Resort”), three of the most iconic entertainment facilities on the Las Vegas Strip. Our gaming and entertainment facilities are leased to leading brands that seek to drive consumer loyalty and value with guests through superior services, experiences, products and continuous innovation. VICI also owns four championship golf courses, which are managed by CDN Golf Management Inc., and are located near certain of our properties.

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

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements, including the notes thereto, are unaudited and condense or exclude some of the disclosures and information normally required in audited financial statements.

We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the accompanying unaudited Financial Statements and related notes should be read in conjunction with our audited financial statements and notes thereto included in our most recent Annual Report on Form 10-K, as updated from time to time in our other filings with the SEC.

All adjustments considered necessary for a fair statement of results for the interim period have been included, and are of a normal and recurring nature. Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

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

Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Principles of Consolidation

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

Non-controlling Interests

We present non-controlling interests and classify such interests as a component of consolidated stockholders’ equity or partners’ capital, separate from VICI stockholders’ equity and VICI LP partners’ capital. As of June 30, 2024, VICI’s non-controlling interests represent approximately 1.2% third-party ownership of VICI OP in the form of a limited liability company interest in VICI OP (“VICI OP Units”), a 20% third-party ownership of Harrah’s Joliet LandCo LLC, the entity that owns the Harrah’s Joliet facility and is the lessor under the related lease agreement with Caesars Entertainment, Inc. (together with, as the context requires, its subsidiaries, “Caesars”) for such facility (“Joliet Lease”) and a 5.6% third-party equity ownership, in the form of Class A Units, of VICI Bowl HoldCo LLC (“Bowlero OP Units”), the entity that owns the portfolio of bowling entertainment centers leased to Bowlero Corp. (“Bowlero”) and is the lessor under the related Bowlero master lease agreement. As VICI OP is a parent entity of VICI LP, VICI LP’s only non-controlling interests are the third-party ownership interests in Harrah’s Joliet LandCo LLC and VICI Bowl HoldCo referenced above.

Cash, Cash Equivalents and Restricted Cash

Cash consists of cash-on-hand and cash-in-bank. Highly liquid investments with an original maturity of three months or less from the date of purchase are considered cash equivalents and are carried at cost, which approximates fair value. As of June 30, 2024 and December 31, 2023, we did not have any restricted cash.

Short-Term Investments

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

We may invest our excess cash in short-term investment grade commercial paper as well as discount notes issued by government-sponsored enterprises including the Federal Home Loan Mortgage Corporation and certain of the Federal Home Loan Banks. These investments generally have original maturities between 91 and 180 days and are accounted for as available for sale securities. Interest on our short-term investments is recognized as interest income in our Statement of Operations. We did not have any short-term investments as of June 30, 2024 and December 31, 2023.

Purchase Price Accounting

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

We allocate the purchase price, including the costs incurred to acquire the assets, to the identifiable assets acquired and liabilities assumed, as applicable, using their relative fair value. Generally, the assets acquired are comprised of land, building and site improvements and in certain instances, such as our acquisition of MGM Growth Properties LLC (“MGP”) and the acquisition of the joint venture that holds the real estate assets of MGM Grand Las Vegas and Mandalay Bay (“MGM Grand/Mandalay Bay JV”), existing leases and/or debt. Further, since all the components of our leases are classified as sales-type leases or financing receivables, as further described below, the assets acquired are transferred into the net investment in lease or financing receivable, as applicable.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Investments in Leases - Sales-type, Net

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

Investments in Leases - Financing Receivables, Net

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

Lease Term

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

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

Income from Leases and Lease Financing Receivables

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

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

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

Investments in Loans and Securities, net

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

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

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

Allowance for Credit Losses

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

Investments in Leases

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

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

Investments in Loans

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

Unfunded Commitments

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

Presentation

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

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Write-offs of our investments in leases and loans are deducted from the allowance in the period in which they are deemed uncollectible. Recoveries of amounts previously written off are recorded when received. There were no charge-offs or recoveries for the three and six months ended June 30, 2024 and 2023.

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

Foreign Currency Translation and Remeasurement

Our investments in our Canadian gaming assets and certain of our loans are denominated in foreign currencies and, accordingly, we translate the financial statements of the subsidiaries’ that own such assets into U.S. Dollars (“USD” or “US$”) when we consolidate their financial results and position. Generally, assets and liabilities are translated at the exchange rate in effect at the date of the Balance Sheet and the resulting translation adjustments are included in Accumulated other comprehensive income in the Balance Sheets. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate. Income Statement accounts are translated using the average exchange rate for the period.

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

Other Income and Other Expenses

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

Fair Value Measurements

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

Refer to Note 9 - Fair Value for further information.

Derivative Financial Instruments

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

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

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

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

component of Accumulated other comprehensive income (loss) in our Balance Sheet with a corresponding change in Unrealized gain (loss) in cash flows hedges within Other comprehensive income on our Statement of Operations.

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

Concentrations of Credit Risk

MGM Resorts International (together with, as the context requires, its subsidiaries, “MGM”) and Caesars are the guarantors of all the lease payment obligations of the tenants under the applicable leases of the properties that they each respectively lease from us. Revenue from our lease agreements with MGM represented 38% of our lease revenues for each of the three and six months ended June 30, 2024, and 40% and 39% of our lease revenues for the three and six months ended June 30, 2023, respectively. Contractual rent from our lease agreements with MGM represented 36% of our total contractual rent for each of the three and six months ended June 30, 2024, and 34% and 36% of our total contractual rent for the three and six months ended June 30, 2023, respectively. Revenue from our lease agreements with Caesars represented 36% of our lease revenues for each of the three and six months ended June 30, 2024, and 37% and 38% of our lease revenues for the three and six months ended June 30, 2023, respectively. Contractual rent from our lease agreements with Caesars represented 38% of our total contractual rent for each of the three and six months ended June 30, 2024, and 41% and 40% of our total contractual rent for the three and six months ended June 30, 2023, respectively.

Additionally, our properties on the Las Vegas Strip generated approximately 48% of our lease revenues for each of the three and six months ended June 30, 2024, and 49% of our lease revenues for each of the three and six months ended June 30, 2023. Other than having two tenants from which we derive and will continue to derive a substantial portion of our revenue and our concentration in the Las Vegas market, we do not believe there are any other significant concentrations of credit risk.

Recent Accounting Pronouncements

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.

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

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides for additional disclosures as they relate to a company’s segments. Additional requirements per the update include disclosures for significant segment expenses, measures of profit or loss used by the Chief Operating Decision Maker and how these measures are used to allocate resources and assess segment performance. The amendments in this ASU will also apply to entities with a single reportable segment and is effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-07 on our Financial Statements.

Recent Tax Legislation

The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon in principle by over 140 countries. During 2023, many countries incorporated Pillar 2 model rules into their laws. The model rules provide a framework for applying the minimum tax and some countries have adopted Pillar 2 effective January 1, 2024; however, countries must individually enact Pillar 2, which may result in variation in the application of the model rules and timelines.

We have evaluated Pillar 2 and we do not expect it to have a material impact on our Financial Statements based upon our current structure and investments. However, there remains some uncertainty as to the final Pillar 2 model rules. We will continue to monitor the United States and global legislative actions related to Pillar 2 for potential impacts.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 3 — Real Estate Transactions

2024 Activity

Property Acquisitions and Investments

Venetian Capital Investment

On May 1, 2024, we entered into agreements to fund up to $700.0 million of capital investment into our Venetian Resort for extensive reinvestment projects through our Partner Property Growth Fund strategy (the “Venetian Capital Investment”). The Venetian Capital Investment will fund several projects, including hotel room product renovations, gaming floor optimization and entertainment and convention center enhancements, among others, seeking to improve the overall guest experience and enhance the value of the property. The invested capital will earn a return through the addition of incremental rent to the lease agreement for the Venetian Resort (as amended in connection with the Venetian Capital Investment, the “Venetian Lease”).

The up to $700.0 million of funding through 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 was or is being 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 will be funded in the fourth quarter of 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 concurrently terminated.

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%. Subsequent to quarter end, on July 1, 2024, the aggregate annual rent under the Venetian Lease increased by $7.3 million as a result of the first $100.0 million funding.

We determined that the amendment to the Venetian Lease in connection with the Venetian Capital Investment represented a lease modification under ASC 842 pursuant to which we were required to reassess the lease classification. Upon reassessment, we determined that the Venetian Lease continues to meet the definition of a sales-type lease. Accordingly, since the classification remains unchanged, we modified the future minimum lease cash flows to reflect the amendment and prospectively adjusted the discount rate used to recognize income, incorporating the impact of the additional funding and related incremental rent in connection with the Venetian Capital Investment.

Real Estate Debt Originations

The following table summarizes our 2024 real estate debt origination activity to date:


(In thousands)
Investment Name	Maximum Principal Amount		Investment Type	Collateral
Great Wolf Mezzanine Loan (1)	$	250,000	Mezzanine	Portfolio of nine Great Wolf Lodge resorts across the United States
Chelsea Piers One Madison Loan	10,000		Senior Secured Loan	Certain equipment of the fitness club at the One Madison building in New York, New York, under development
Homefield Margaritaville Loan (2)	105,000		Senior Secured Loan	Margaritaville Resort in Kansas City, Kansas, under development
Total	$	365,000

(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 (“Homefield”), (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.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 4 — Real Estate Portfolio

As of June 30, 2024, our real estate portfolio consisted of the following:

Investments in leases – sales-type, representing our investment in 26 casino assets leased on a triple-net basis to our tenants under ten separate lease agreements;
Investments in leases – financing receivables, representing our investment in 28 casino assets and 39 other experiential properties leased on a triple-net basis to our tenants under ten separate lease agreements;
Investments in loans and securities, representing our 16 debt investments in senior secured and mezzanine loans, preferred equity and the senior secured notes; and
Land, representing our investment in certain underdeveloped or undeveloped land adjacent to the Las Vegas strip and non-operating, vacant land parcels.

The following is a summary of the balances of our real estate portfolio as of June 30, 2024 and December 31, 2023:


(In thousands)	June 30, 2024		December 31, 2023






Investments in leases – sales-type, net (1)	$	23,189,566	$	23,015,931

Investments in leases – financing receivables, net (1)	18,337,881		18,211,102
Total investments in leases, net	41,527,447		41,227,033
Investments in loans and securities, net	1,461,198		1,144,177

Land	150,727		150,727
Total real estate portfolio	$	43,139,372	$	42,521,937

(1) At lease inception (or upon modification), we determine the estimated residual values of the leased property (not guaranteed) under the respective lease agreements, which has a material impact on the determination of the rate implicit in the lease and the lease classification. As of June 30, 2024 and December 31, 2023, the estimated residual values of the leased properties under our lease agreements were $16.5 billion and $15.9 billion, respectively.

Investments in Leases

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


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2024		2023		2024		2023
Income from sales-type leases – fixed rent	$	486,535	$	472,783	$	973,185	$	932,273
Income from sales-type leases – contingent rent (1)	25,754		22,572		51,877		41,476

Income from lease financing receivables – fixed rent	378,266		353,974		755,986		706,303
Income from lease financing receivables – contingent rent (1)	3,211		2,511		6,423		5,021
Total lease revenue	893,766		851,840		1,787,471		1,685,073
Non-cash adjustment (2)	(131,337)		(129,543)		(267,045)		(252,383)
Total contractual lease revenue	$	762,429	$	722,297	$	1,520,426	$	1,432,690

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

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

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

At June 30, 2024, minimum lease payments owed to us for each of the five succeeding years and thereafter under sales-type leases and our leases accounted for as financing receivables, are as follows:


	Minimum Lease Payments (1) (2)
	Investments in Leases
(In thousands)	Sales-Type		Financing Receivables		Total
2024 (remaining)	$	855,002	$	619,436	$	1,474,438
2025	1,752,047		1,255,417		3,007,464
2026	1,778,545		1,278,690		3,057,235
2027	1,805,828		1,302,531		3,108,359
2028	1,834,319		1,327,089		3,161,408
2029	1,863,765		1,352,127		3,215,892
Thereafter	79,371,652		88,462,442		167,834,094
Total	$	89,261,158	$	95,597,732	$	184,858,890

Weighted Average Lease Term (2)	37.5 years		48.3 years		42.3 years

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

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

Lease Provisions

As of June 30, 2024, we owned 93 assets leased under 18 separate lease agreements with our tenants, certain of which are master lease agreements governing multiple properties and certain of which are for single assets. Our lease agreements are generally long-term in nature with initial terms ranging from 15 to 32 years and are structured with several tenant renewal options extending the term of the lease for another 5 to 30 years. All of our lease agreements provide for annual base rent escalations, which may be fixed or variable over the life of the lease. The rent escalation provisions range from providing for a flat annual increase of 1% to 2% to an annual increase of 1% in the earlier years and the greater of 2% or CPI in later years, which may be subject to a maximum CPI-based cap with respect to each annual rent increase. Additionally, certain of our lease agreements provide for a variable rent component in which a portion of the annual rent, generally ranging from 20% to 30%, is subject to adjustment based on the revenues of the underlying asset in specified periods.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

The following is a summary of the material lease provisions of our leases with Caesars and MGM, our two most significant tenants (each, as may be amended from time to time, and each individually, as defined in the respective header):


($ In thousands)	MGM Master Lease	Caesars Regional Master Lease and Joliet Lease	Caesars Las Vegas Master Lease	MGM Grand/ Mandalay Bay Lease
Lease Provision
Initial term	25 years	18 years	18 years	30 years
Initial term maturity	4/30/2047	7/31/2035	7/31/2035	2/28/2050
Renewal terms	Three, ten-year terms	Four, five-year terms	Four, five-year terms	Two, ten-year terms
Current lease year	5/1/24-4/30/25 (Lease Year 3)	11/1/23 – 10/31/24 (Lease Year 7)	11/1/23 – 10/31/24 (Lease Year 7)	3/1/24 – 2/29/25 (Lease Year 5)
Current annual rent	$759,492	$728,407 (1)	$469,219	$316,070
Annual escalator (2)	Lease years 2-10 – 2% Lease years 11-end of term – > 2% / change in CPI (capped at 3%)	Lease years 2-5 – 1.5% Lease years 6-end of term – > 2.0% / change in CPI	> 2% / change in CPI	Lease years 2-15 – 2% Lease years 16-end of term – >2% / change in CPI (capped at 3%)
Variable rent adjustment (3)	None	Year 8: 70% base rent / 30% variable rent Years 11 & 16: 80% base rent / 20% variable rent	Years 8, 11 & 16: 80% base rent / 20% variable rent	None
Variable rent adjustment calculation	None	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 Year 11: Avg. of years 8-10 less avg. of years 5-7 Year 16: Avg. of years 13-15 less avg. of years 8-10	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 Year 11: Avg. of years 8-10 less avg. of years 5-7 Year 16: Avg. of years 13-15 less avg. of years 8-10	None

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

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

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

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Capital Expenditure Requirements

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


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

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

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

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

Investments in Loans and Securities

The following is a summary of our investments in loans and securities as of June 30, 2024 and December 31, 2023:


($ In thousands)	June 30, 2024
Investment Type	Principal Balance		Carrying Value (1)		Future Funding Commitments (2)		Weighted Average Interest Rate (3)		Weighted Average Term (4)
Senior Secured Notes (5)	$	85,000	$	81,477	$	—	11.0	%	6.8 years
Senior Secured Loans	506,568		497,750		479,073		7.6	%	5.0 years
Mezzanine Loans and Preferred Equity	897,700		881,971		250,509		9.6	%	4.5 years





Total	$	1,489,268	$	1,461,198	$	729,582	9.0	%	4.8 years


($ In thousands)	December 31, 2023
Investment Type	Principal Balance		Carrying Value (1)		Future Funding Commitments (2)		Weighted Average Interest Rate (3)		Weighted Average Term (4)
Senior Secured Notes (5)	$	85,000	$	73,818	$	—	11.0	%	7.3 years
Senior Secured Loans	392,250		386,274		476,395		7.3	%	5.4 years
Mezzanine Loans and Preferred Equity	698,861		684,085		278,848		9.8	%	4.6 years
Total	$	1,176,111	$	1,144,177	$	755,243	9.0	%	5.1 years

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

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

(3) The weighted average interest rate is based on current outstanding principal balance and SOFR, as applicable for floating rate loans, as of June 30, 2024.

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

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

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 5 — Allowance for Credit Losses

Under ASC 326, we are required to estimate and record non-cash credit losses related to our historical and any future investments in sales-type leases, lease financing receivables, loans and securities classified as held-to-maturity.

The following tables detail the allowance for credit losses as of June 30, 2024 and December 31, 2023:


	June 30, 2024
($ In thousands)	Amortized Cost		Allowance (1)		Net Investment		Allowance as a % of Amortized Cost
Investments in leases – sales-type	$	23,952,241	$	(762,675)	$	23,189,566	3.18	%
Investments in leases – financing receivables	19,044,531		(706,650)		18,337,881		3.71	%
Investments in loans and securities	1,487,667		(26,469)		1,461,198		1.78	%
Other assets – sales-type sub-leases	865,886		(20,020)		845,866		2.31	%
Totals	$	45,350,325	$	(1,515,814)	$	43,834,511	3.34	%


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

(1) The total allowance excludes the CECL allowance for unfunded commitments of our loans and for unfunded commitments made to our tenants to fund the development and construction of improvements at our properties. As of June 30, 2024 and December 31, 2023, such allowance is $18.7 million and $19.1 million, respectively, and is recorded in Other liabilities.

The following chart reflects the roll-forward of the allowance for credit losses on our real estate portfolio for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2024		2023		2024		2023
Beginning Balance	$	1,578,088	$	1,480,109	$	1,472,386	$	1,368,819

Initial allowance from current period investments	2,231		—		2,914		234,064
Current period change in credit allowance	(45,804)		(40,941)		59,215		(163,715)
Charge-offs	—		—		—		—
Recoveries	—		—		—		—
Ending Balance	$	1,534,515	$	1,439,168	$	1,534,515	$	1,439,168

During the three months ended June 30, 2024, we recognized a $43.0 million decrease in our allowance for credit losses primarily driven by positive changes in the macroeconomic forecast during the current quarter and equity market performance of our tenants, both of which impact the reasonable and supportable period, or R&S Period, probability of default, or PD. This decrease was partially offset by adjustments made to the assumptions used to project future cash flows for one of our investments.

During the six months ended June 30, 2024, we recognized a $63.9 million increase in our allowance for credit losses primarily driven by the market performance of our tenants and negative changes in the macroeconomic forecast during the period, both of which impact the R&S Period PD, as well as adjustments made to the assumptions used to project future cash flows for one of our investments.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

During the three months ended June 30, 2023, we recognized a $41.4 million decrease in our allowance for credit losses primarily driven by the market performance of our tenants and positive changes in the macroeconomic forecast during the current quarter.

During the six months ended June 30, 2023, we recognized a $70.1 million increase in our allowance for credit losses primarily driven by 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 such period, partially offset by the market performance of our tenants and positive changes in the macroeconomic forecast.

As of June 30, 2024 and December 31, 2023, and since our formation on October 6, 2017, all of our lease agreements and loan and security investments are current in payment of their obligations to us and no investments are on non-accrual status.

Credit Quality Indicators

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

The following tables detail the amortized cost basis of our investments by the credit quality indicator we assigned to each lease or loan guarantor as of June 30, 2024 and 2023:


	June 30, 2024
(In thousands)	Ba2		Ba3		B1		B2		B3		N/A (2)		Total
Investments in leases – sales-type and financing receivable, Investments in loans and securities and Other assets (1)	$	4,452,810	$	33,172,338	$	3,708,359	$	884,715	$	1,320,293	$	1,811,810	$	45,350,325


	June 30, 2023
(In thousands)	Ba2		Ba3		B1		B2		B3		N/A (2)		Total
Investments in leases – sales-type and financing receivable, Investments in loans and securities and Other assets (1)	$	4,281,667	$	32,778,498	$	3,217,992	$	878,810	$	891,024	$	558,272	$	42,606,263

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

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

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 6 — Other Assets and Other Liabilities

Other Assets

The following table details the components of our other assets as of June 30, 2024 and December 31, 2023:


(In thousands)	June 30, 2024		December 31, 2023
Sales-type sub-leases, net (1)	$	845,866	$	847,330
Property and equipment used in operations, net	69,914		66,946
Right of use assets and sub-lease right of use assets	40,787		38,345
Deferred acquisition costs	12,749		10,087
Other receivables	11,503		9,660
Interest receivable	10,775		9,351
Debt financing costs	9,851		11,332
Deferred income taxes	7,033		9,423
Prepaid expenses	6,898		4,728
Tenant receivables	6,287		6,236
Forward-starting interest rate swaps	—		1,563
Other	3,055		329
Total other assets	$	1,024,718	$	1,015,330

(1) As of June 30, 2024 and December 31, 2023, sales-type sub-leases are net of $20.0 million and $18.7 million of Allowance for credit losses, respectively. Refer to Note 5 – Allowance for Credit Losses for further details.

Other Liabilities

The following table details the components of our other liabilities as of June 30, 2024 and December 31, 2023:


(In thousands)	June 30, 2024		December 31, 2023
Finance sub-lease liabilities	$	865,886	$	866,052
Deferred financing liabilities	73,600		73,600
Lease liabilities and sub-lease liabilities	41,192		38,345
CECL allowance for unfunded commitments	18,701		19,131
Deferred income taxes	4,473		4,506
Derivative liability	—		11,218
Other	250		250
Total other liabilities	$	1,004,102	$	1,013,102

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 7— Debt

The following tables detail our debt obligations as of June 30, 2024 and December 31, 2023:


($ In thousands)	June 30, 2024
Description of Debt	Maturity	Interest Rate	Principal Amount		Carrying Value (1)
Revolving Credit Facility
USD Borrowings (2)	March 31, 2026	SOFR + 0.85%	$	—	$	—
CAD Borrowings (2)	March 31, 2026	CORRA + 0.85%	157,595		157,595
GBP Borrowings (2)	March 31, 2026	SONIA + 0.85%	11,380		11,380
MGM Grand/Mandalay Bay CMBS Debt	March 5, 2032	3.558%	3,000,000		2,786,550
2025 Maturities
3.500% Notes	February 15, 2025	3.500%	750,000		748,544
4.375% Notes	May 15, 2025	4.375%	500,000		498,641
4.625% Notes	June 15, 2025	4.625%	800,000		793,843
2026 Maturities
4.500% Notes	September 1, 2026	4.500%	500,000		489,020
4.250% Notes	December 1, 2026	4.250%	1,250,000		1,243,106
2027 Maturities
5.750% Notes	February 1, 2027	5.750%	750,000		755,693
3.750% Notes	February 15, 2027	3.750%	750,000		745,604
2028 Maturities
4.500% Notes	January 15, 2028	4.500%	350,000		340,950
4.750% Notes	February 15, 2028	4.516% (3)	1,250,000		1,240,851
2029 Maturities
3.875% Notes	February 15, 2029	3.875%	750,000		697,178
4.625% Notes	December 1, 2029	4.625%	1,000,000		991,332
2030 Maturities
4.950% Notes	February 15, 2030	4.541% (3)	1,000,000		990,213
4.125% Notes	August 15, 2030	4.125%	1,000,000		990,866
2032 Maturities
5.125% Notes	May 15, 2032	3.980% (3)	1,500,000		1,483,855
2034 Maturities
5.750% Notes	April 1, 2034	5.694% (3)	550,000		540,698
2052 Maturities
5.625% Notes	May 15, 2052	5.625%	750,000		736,101
2054 Maturities
6.125% Notes	April 1, 2054	6.125%	500,000		485,341
Total Debt		4.362% (4)	$	17,118,975	$	16,727,361

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)


($ In thousands)	December 31, 2023
Description of Debt	Maturity	Interest Rate	Principal Amount		Carrying Value (1)
Revolving Credit Facility
USD Borrowings (2)	March 31, 2026	SOFR + 1.05%	$	—	$	—
CAD Borrowings (2)	March 31, 2026	CDOR + 1.05%	162,346		162,346
GBP Borrowings (2)	March 31, 2026	SONIA + 1.05%	11,458		11,458
MGM Grand/Mandalay Bay CMBS Debt	March 5, 2032	3.56%	3,000,000		2,773,758
2024 Maturities
5.625% Notes	May 1, 2024	5.625%	1,050,000		1,051,280
2025 Maturities
3.500% Notes	February 15, 2025	3.500%	750,000		747,364
4.375% Notes	May 15, 2025	4.375%	500,000		497,864
4.625% Notes	June 15, 2025	4.625%	800,000		790,641
2026 Maturities
4.500% Notes	September 1, 2026	4.500%	500,000		486,520
4.250% Notes	December 1, 2026	4.250%	1,250,000		1,241,678
2027 Maturities
5.750% Notes	February 1, 2027	5.750%	750,000		756,800
3.750% Notes	February 15, 2027	3.750%	750,000		744,762
2028 Maturities
4.500% Notes	January 15, 2028	4.500%	350,000		339,689
4.750% Notes	February 15, 2028	4.516% (3)	1,250,000		1,239,594
2029 Maturities
3.875% Notes	February 15, 2029	3.875%	750,000		691,692
4.625% Notes	December 1, 2029	4.625%	1,000,000		990,531
2030 Maturities
4.950% Notes	February 15, 2030	4.541% (3)	1,000,000		989,347
4.125% Notes	August 15, 2030	4.125%	1,000,000		990,111
2032 Maturities
5.125% Notes	May 15, 2032	3.980% (3)	1,500,000		1,482,836
2052 Maturities
5.625% Notes	May 15, 2052	5.625%	750,000		735,854
Total Debt		4.351% (4)	$	17,123,804	$	16,724,125

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

*(2)*Borrowings under the Revolving Credit Facility bear interest at a rate based on a credit rating-based pricing grid with a range of 0.775% to 1.325% margin plus SOFR (or CORRA or SONIA, as applicable), depending on our credit ratings and total leverage ratio with an additional 0.10% adjustment for SOFR term loans and 0.29547% for CORRA daily simple loans, as applicable. Additionally, the commitment fees under the Revolving Credit Facility are calculated on a credit rating-based pricing grid with a range of 0.15% to 0.375%, depending on our credit ratings and total leverage ratio. For the three and six months ended June 30, 2024, the commitment fee for the Revolving Credit Facility averaged 0.210% and 0.230%, respectively.

*(3)*Interest rates represent the contractual interest rates adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 – Derivatives**). The contractual interest rates on the April 2022 Notes (as defined below) maturing 2028, 2030 and 2032 are 4.750%, 4.950% and 5.125%, respectively, and the contractual interest rate on the March 2024 Notes (as defined below) maturing 2034 is 5.750%.

*(4)*The interest rate represents the weighted average interest rates of the Senior Unsecured Notes adjusted to account for the impact of the forward-starting interest rate swaps (as further described in Note 8 – Derivatives**), as applicable. The contractual weighted average interest rate as of June 30, 2024, which excludes the impact of the forward-starting interest rate swaps and treasury locks, was 4.51%.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

The following table is a schedule of future minimum principal payments of our debt obligations as of June 30, 2024:


(In thousands)	Future Minimum Principal Payments
2024 (remaining)	$	—
2025	2,050,000
2026	1,918,975
2027	1,500,000
2028	1,600,000
2029	1,750,000
Thereafter	8,300,000
Total minimum principal payments	$	17,118,975

Senior Unsecured Notes

As set forth in the above table, our outstanding senior unsecured notes consist of (i) $2.25 billion aggregate principal amount of Senior Notes issued on November 26, 2019 (the “November 2019 Notes”), (ii) $2.5 billion aggregate principal amount of Senior Notes issued on February 5, 2020 (the “February 2020 Notes”), (iii) $5.0 billion aggregate principal amount of Senior Notes issued on April 29, 2022 (the “April 2022 Notes”), (iv) approximately $3.1 billion aggregate principal amount of Senior Notes issued on April 29, 2022, in each case issued by VICI LP and VICI Note Co. Inc. (the “Exchange Notes”), (v) approximately $64.2 million aggregate principal amount of Senior Notes, which were originally issued by MGM Growth Properties Operating Partnership LP and a co-issuer (the “MGP OP Notes”) and remain outstanding following the issuance of the Exchange Notes pursuant to the exchange offer and consent solicitation for the then-outstanding MGP OP Notes, which settled in connection with the completion of our acquisition of MGP on April 29, 2022 and (vi) $1.05 billion aggregate principal amount of Senior Notes issued on March 18, 2024 (the “March 2024 Notes”), comprised of (a) $550.0 million aggregate principal amount of 5.750% Senior Notes due 2034, which mature on April 1, 2034, and (b) $500.0 million aggregate principal amount of 6.125% Senior Notes due 2054, which mature on April 1, 2054. We used the net proceeds of the March 2024 Notes to redeem our then-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. The outstanding November 2019 Notes, February 2020 Notes, April 2022 Notes, Exchange Notes, MGP OP Notes, and March 2024 Notes are collectively referred to as the “Senior Unsecured Notes”.

Subject to the terms and conditions of the respective indentures, each series of Senior Unsecured Notes is redeemable at our option, in whole or in part, at any time for a specified period prior to the maturity date of such series at the redemption prices set forth in the respective indenture governing such series. In addition, we may redeem some or all of such notes prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium.

Guarantee and Financial Covenants

None of the Senior Unsecured Notes are guaranteed by any subsidiaries of VICI LP. The Exchange Notes, the MGP OP Notes, the April 2022 Notes and the March 2024 Notes benefit from a pledge of the limited partnership interests of VICI LP directly owned by VICI OP (the “Limited Equity Pledge”). The Limited Equity Pledge has also been granted in favor of (i) the administrative agent and the lenders under the Credit Agreement (as defined below), and (ii) the trustee under the indentures governing, and the holders of, the November 2019 Notes and the February 2020 Notes.

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

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

and Fitch, then VICI LP and its restricted subsidiaries will again be subject to all of the covenants of the respective indentures, as applicable, but will no longer be subject to the maintenance covenant.

The indenture governing the April 2022 Notes and March 2024 Notes contains certain covenants that limit the ability of VICI LP and its subsidiaries to incur secured and unsecured indebtedness and limit VICI LP’s ability to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, VICI LP is required to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications.

Unsecured Credit Facilities

On February 8, 2022, we entered into a credit agreement by and among VICI LP, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended from time to time (“Credit Agreement”), providing for a revolving credit facility in the amount of $2.5 billion scheduled to mature on March 31, 2026 (“Revolving Credit Facility”).

The Revolving Credit Facility includes two six-month maturity extension options the exercise of which is subject to customary conditions and the payment of an extension fee of 0.0625% on the extended commitments. Additionally, the Revolving Credit Facility includes the option to increase the revolving loan commitments by up to $1.0 billion to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions. On July 15, 2022, the Credit Agreement was amended pursuant to a First Amendment among VICI LP and the lenders party thereto, in order to permit borrowings under the Revolving Credit Facility in certain foreign currencies in an aggregate principal amount of up to the equivalent of $1.25 billion. On August 4, 2023, the Credit Agreement was amended pursuant to a Second Amendment among VICI LP and the lenders party thereto, in order to replace certain of the participating lenders. On June 17, 2024, the Credit Agreement was amended pursuant to a Third Amendment among VICI LP and the lenders party thereto, in order to effectuate appropriate references to the Canadian Overnight Repo Rate Average (“CORRA”) as the applicable reference rate with respect to Canadian dollar borrowings under the Revolving Credit Facility.

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

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

In connection with our Canadian and United Kingdom foreign currency transactions, we’ve drawn C$215.0 million and £9.0 million, respectively, on the Revolving Credit Facility, the balances of which remain outstanding as of June 30, 2024.

MGM Grand/Mandalay Bay CMBS Debt

On January 9, 2023, as a result of our acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV (“MGM Grand/Mandalay Bay JV Interest Acquisition”), we consolidated the assets and liabilities of the MGM Grand/Mandalay Bay JV, which includes the $3.0 billion in principal amount of outstanding CMBS debt (the “MGM Grand/ Mandalay Bay CMBS Debt”). The MGM Grand/Mandalay Bay CMBS Debt was originally incurred on February 14, 2020 pursuant to a loan agreement (as amended from time to time, the “MGM Grand/Mandalay Bay CMBS Loan Agreement”), and is secured primarily by mortgages on certain affiliates of the MGM Grand/Mandalay Bay JV’s fee interest in the real estate assets related to the MGM Grand Las Vegas and the Mandalay Bay Resort and Casino. The MGM Grand/Mandalay Bay CMBS Debt matures in March 2032 and bears interest at 3.558% per annum until March 2030 at which time the rate can change in accordance with the terms of the MGM Grand Mandalay Bay CMBS Loan Agreement until maturity. The MGM Grand/Mandalay Bay CMBS Loan Agreement contains certain customary affirmative and negative covenants and events of default, including, among other things, restrictions on the ability of the MGM Grand/Mandalay Bay JV and certain of its affiliates to

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

incur additional debt and transfer, pledge or assign certain equity interests or its assets, and covenants requiring certain affiliates of the MGM Grand/Mandalay Bay JV to exist as “special purpose entities,” maintain certain ongoing reserve funds and comply with other customary obligations for commercial mortgage-backed securities loan financings.

Financial Covenants

As described above, our debt obligations are subject to certain customary financial and protective covenants that restrict VICI LP, VICI PropCo and its subsidiaries’ ability to incur additional debt, sell certain asset and restrict certain payments, among other things. These covenants are subject to a number of exceptions and qualifications, including the ability to make restricted payments to maintain our REIT status. At June 30, 2024, we were in compliance with all financial covenants under our debt obligations.

Note 8 — Derivatives

The following table details our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2023. As of June 30, 2024, there were no derivative instruments outstanding. Subsequent to quarter-end, during July 2024, we entered into two forward-starting interest rate swap agreements for an aggregate notional amount of $100.0 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 2025.


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

Forward-Starting Derivatives

We have entered into, and subsequently settled, the following forward-starting derivatives and U.S. Treasury Rate Lock agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance of the respective senior unsecured notes. In each case, the derivatives were designated as cash-flow hedges and, accordingly, the unrealized gain in Accumulated other comprehensive income is amortized over the term of the respective derivative instruments, which matches that of the underlying note, as a reduction in interest expense.

In connection with our March 2024 Notes offering, we entered into seven forward-starting interest rate swap agreements for a total aggregate notional amount of $500.0 million, which we settled in March 2024 for total net proceeds of $2.8 million.
In connection with our April 2022 Notes offering, we entered into five forward-starting interest rate swap agreements with an aggregate notional amount of $2.5 billion and two U.S. Treasury Rate Lock agreements with an aggregate notional amount of $500.0 million, which we settled in April 2022 for total net proceeds of $206.8 million.

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


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2024		2023		2024		2023
Unrealized gain recorded in other comprehensive income	$	—	$	7,573	$	12,482	$	180
Reduction in interest expense related to the amortization of the forward-starting interest rate swaps and treasury locks	(6,384)		(6,037)		(12,430)		(12,074)

Net Investment Hedges

In connection with our foreign transactions in Canada and the United Kingdom, we drew C$215.0 million and £9.0 million, respectively, on the Revolving Credit Facility, which draws were used to reduce the impact of exchange rate variations associated with our investments, and, accordingly, have been designated as a hedge of the net investment in such entities. As non-derivative net investment hedges, the impact of changes in foreign currency exchange rates on the principal balances are recognized as a cumulative translation adjustment within accumulated other comprehensive income. For the three and six

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

months ended June 30, 2024, we recognized $1.2 million and $4.8 million, respectively, in unrealized gains related to such net investment hedges, and for the three and six months ended June 30, 2023, we recognized $2.2 million and $4.6 million, respectively, in unrealized losses related to such net investment hedges, which were recorded as a component of Foreign currency translation adjustments in the Statement of Operations.

Note 9 — Fair Value

The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of December 31, 2023. As of June 30, 2024, there were no assets or liabilities measured at fair value on a recurring basis.


	December 31, 2023
(In thousands)			Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:

Derivative instruments – forward-starting interest rate swaps (1)	$	1,563	$	—	$	1,563	$	—
Financial liabilities:
Derivative instruments - forward-starting interest rate swaps (1)	$	11,218	$	—	$	11,218	$	—

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

The estimated fair values of our financial instruments as of June 30, 2024 and December 31, 2023 for which fair value is only disclosed are as follows:


	June 30, 2024				December 31, 2023
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Investments in leases – financing receivables (1)	$	18,337,881	$	17,987,645	$	18,211,102	$	17,717,435
Investments in loans and securities (2)	1,461,198		1,382,335		1,144,177		1,060,249
Cash and cash equivalents	347,160		347,160		522,574		522,574

Financial liabilities:
Debt (3)
Revolving Credit Facility	168,975		168,975		173,804		173,804
MGM Grand/Mandalay Bay CMBS Debt	2,786,550		2,682,456		2,773,758		2,627,984
Senior Unsecured Notes	13,771,836		13,365,870		13,776,563		13,469,176

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

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

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

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 10 — Commitments and Contingent Liabilities

Litigation

In the ordinary course of business, from time to time, we may be subject to legal claims and administrative proceedings. As of June 30, 2024, we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows.

Lease Commitments

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

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

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

The following table details the balance and location in our Balance Sheet of the ground and use sub-leases as of June 30, 2024 and December 31, 2023:


(In thousands)	June 30, 2024		December 31, 2023
Others assets (operating lease and sub-leases right-of-use assets)	$	40,787	$	38,345
Other liabilities (operating lease and sub-lease liabilities)	41,192		38,345
Others assets (sales-type sub-leases, net) (1)	845,866		847,330
Other liabilities (finance sub-lease liabilities)	865,886		866,052

(1) As of June 30, 2024 and December 31, 2023, sales-type sub-leases are net of $20.0 million and $18.7 million of allowance for credit losses, respectively. Refer to Note 5 – Allowance for Credit Losses for further details.

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


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2024		2023		2024		2023
Operating leases
Rental expense (1)	$	341	$	508	$	1,073	$	1,006
Contractual rent	143		483		856		956
Operating sub-leases
Rental income and expense (2)	1,712		1,712		3,424		3,424
Contractual rent	1,686		1,637		3,365		3,268
Finance sub-leases
Rental income and expense (2)	16,009		14,430		32,015		28,859
Contractual rent	15,800		14,281		31,503		28,562

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

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

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases and ground and use sub-leases at June 30, 2024 are as follows:


(In thousands)	Operating Lease Commitments		Operating Sub-Lease Commitments		Financing Sub-Lease Commitments
2024 (remaining)	$	496	$	3,188	$	33,587
2025	1,082		5,129		65,255
2026	2,772		3,934		65,255
2027	1,921		4,009		65,255
2028	2,813		3,034		65,318
2029	1,921		2,094		65,881
Thereafter	20,825		—		2,694,882
Total minimum lease commitments	$	31,830	$	21,388	$	3,055,433
Discounting factor	10,693		1,334		2,189,547
Lease liability	$	21,137	$	20,054	$	865,886

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

Weighted average remaining lease term	12.8 years		4.4 years		52.2 years

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

Note 11 — Stockholders' Equity

Stock

Authorized

As of June 30, 2024, we have the authority to issue 1,400,000,000 shares of stock, consisting of 1,350,000,000 shares of common stock, $0.01 par value per share, and 50,000,000 shares of preferred stock, $0.01 par value per share.

Public Offerings

From time to time, we offer shares of our common stock through public offerings registered with the SEC. In connection with such offerings, we may issue and sell the offered shares of common stock upon settlement of the offering or, alternatively, enter into forward sale agreements with respect to all or a portion of the shares of common stock sold in such public offerings, pursuant to which the offered shares are borrowed by the forward sale purchasers and the issuance of such shares takes place upon settlement of the applicable forward sale agreement in accordance with its terms.

Forward Offerings

The following table summarizes our marketed public offering activity subject to forward sale agreements during the three and six months ended June 30, 2023. There was no marketed public forward offering activity during the three and six months ended June 30, 2024.


($ In thousands, except share and per share data)	Effective Date (1)	Total Shares Sold (2)	Public Offering Price Per Share		Aggregate Offering Value		Initial Forward Sale Price Per Share		Initial Net Value
2023
January 2023 Offering	January 18, 2023	30,302,500	$	33.00	$	1,000,000	$	31.85	$	964,400

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

*(2)*The amounts are inclusive of 3,952,500 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

As of June 30, 2024, we did not have any shares outstanding from our marketed public forward offerings subject to forward sale agreements. Refer to “At-the-Market Offering Program” below for information regarding the share activity and shares outstanding under our ATM Program (as defined below). Refer to “Forward Settlement Activity” below for information regarding the settlement of the forward offerings.

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

At-the-Market Offering Program

On May 6, 2024, we entered into an equity distribution agreement, pursuant to which we may sell, from time to time, up to an aggregate sales price of $2.0 billion of our common stock and concurrently terminated our previous equity distribution agreement (collectively under both equity distribution agreements, the “ATM Program”). Sales of common stock, if any, made pursuant to the ATM Program may be sold in negotiated transactions or transactions that are deemed to be “at the market” offerings, as defined in Rule 415 of the Securities Act. The ATM Program also provides that the Company may sell shares of its common stock under the ATM Program through forward sale contracts. Actual sales under the ATM Program will depend on a variety of factors including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs.

The following table summarizes our activity under the ATM Program during the six months ended June 30, 2024 and 2023, all of which were sold subject to forward sale agreements.


(In thousands, except share and per share data)	Number of Shares	Weighted Average Share Price		Aggregate Value		Net Forward Sales Price Per Share		Aggregate Net Value
June 2023 ATM Forward Sale Agreement	327,306	$	32.36	$	10,600	$	31.71	$	10,400


January 2024 ATM Forward Sale Agreement	9,662,116	$	31.61	$	305,466	$	31.30	$	302,411

We did not receive any proceeds from the sale of shares at the time we entered into each of the June 2023 and January 2024 ATM Forward Sale Agreements. We determined that the June 2023 ATM Forward Sale Agreement and January 2024 ATM Forward Sale Agreement meet the criteria for equity classification and, therefore, are exempt from derivative accounting. We recorded the June 2023 ATM Forward Sale Agreement and January 2024 ATM Forward Sale Agreement at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification.

As of June 30, 2024, we had approximately 22.9 million forward shares remaining to be settled under our ATM Program. The net forward sales price per share of forward shares under the ATM Program was $29.79 and would result in us receiving approximately $681.0 million in net cash proceeds if we were to physically settle the shares. Alternatively, if we were to cash settle the shares under the ATM Program, it would result in a cash inflow of $26.4 million, or, if we were to net share settle the shares under the January 2024 ATM Forward Sale Agreement, it would result in us receiving approximately 921,658 shares of common stock.

Subsequent to quarter-end, on July 1, 2024, we physically settled 4,000,000 forward shares under the ATM Program in exchange for total net settlement proceeds of approximately $115.2 million.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Forward Settlement Activity

The following table summarizes our settlement activity of the outstanding forward shares under our public offerings and the ATM Program during the three and six months ended June 30, 2023. There was no activity during the three and six months ended June 30, 2024. Subsequent to quarter-end, on July 1, 2024, we physically settled 4,000,000 forward shares under the ATM Program in exchange for total net settlement proceeds of approximately $115.2 million.


(In thousands, except share data)	Settlement Date	Settlement Type	Number of Shares Settled	Total Net Proceeds Upon Settlement
2023
November 2022 Forward Sale Agreements	January 6, 2023	Physical	18,975,000	$	575,600
ATM Forward Shares	Various	Physical	21,617,592	696,643
January 2023 Offering	Various	Physical	30,302,500	960,500

Common Stock Outstanding

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


	Six Months Ended June 30,
Common Stock Outstanding	2024	2023
Beginning Balance January 1,	1,042,702,763	963,096,563

Issuance of common stock upon physical settlement of forward sale agreements	—	43,792,592


Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures	468,980	537,355
Ending Balance June 30,	1,043,171,743	1,007,426,510

Distributions

Dividends declared (on a per share basis) during the six months ended June 30, 2024 and 2023 were as follows:


Six Months Ended June 30, 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
June 7, 2024	June 18, 2024	July 3, 2024	April 1, 2024 – June 30, 2024	$	0.4150


Six Months Ended June 30, 2023
Declaration Date	Record Date	Payment Date	Period	Dividend
March 9, 2023	March 23, 2023	April 6, 2023	January 1, 2023 – March 31, 2023	$	0.3900
June 8, 2023	June 22, 2023	July 6, 2023	April 1, 2023 – June 30, 2023	$	0.3900

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 12 — Earnings Per Share and Earnings Per Unit

Earnings Per Share

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

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


	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands)	2024	2023	2024	2023
Determination of shares:
Weighted-average shares of common stock outstanding	1,042,651	1,006,894	1,042,530	1,004,190
Assumed conversion of restricted stock	309	696	361	884
Assumed settlement of forward sale agreements	—	379	247	805
Diluted weighted-average shares of common stock outstanding	1,042,960	1,007,968	1,043,138	1,005,879


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share data)	2024		2023		2024		2023
Basic:
Net income attributable to common stockholders	$	741,302	$	690,702	$	1,331,318	$	1,209,442
Weighted-average shares of common stock outstanding	1,042,651		1,006,894		1,042,530		1,004,190
Basic EPS	$	0.71	$	0.69	$	1.28	$	1.20

Diluted:
Net income attributable to common stockholders	$	741,302	$	690,702	$	1,331,318	$	1,209,442
Diluted weighted-average shares of common stock outstanding	1,042,960		1,007,968		1,043,138		1,005,879
Diluted EPS	$	0.71	$	0.69	$	1.28	$	1.20

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Earnings Per Unit

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

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


	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands)	2024	2023	2024	2023
Determination of units:
Weighted-average units outstanding	1,054,882	1,019,125	1,054,761	1,016,421
Assumed conversion of VICI restricted stock	309	696	361	884
Assumed settlement of VICI forward sale agreements	—	379	247	805
Diluted weighted-average units outstanding	1,055,191	1,020,200	1,055,369	1,018,111


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share data)	2024		2023		2024		2023
Basic:
Net income attributable to partners	$	746,179	$	695,482	$	1,340,321	$	1,217,558
Weighted-average units outstanding	1,054,882		1,019,125		1,054,761		1,016,421
Basic EPU	$	0.71	$	0.68	$	1.27	$	1.20

Diluted:
Net income attributable to partners	$	746,179	$	695,482	$	1,340,321	$	1,217,558
Weighted-average units outstanding	1,055,191		1,020,200		1,055,369		1,018,111
Diluted EPU	$	0.71	$	0.68	$	1.27	$	1.20

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 13 — Stock-Based Compensation

The 2017 Stock Incentive Plan (the “Plan”) is designed to provide long-term equity-based compensation to our directors and employees. The Plan is administered by the Compensation Committee of the Board of Directors. Awards under the Plan may be granted with respect to an aggregate of 12,750,000 shares of common stock and may be issued in the form of: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) dividend equivalent rights, (e) restricted stock, (f) restricted stock units or (g) unrestricted stock. In addition, the Plan limits the total number of shares of common stock with respect to which awards may be granted to any employee or director during any one calendar year. At June 30, 2024, approximately 9.6 million shares of common stock remained available for issuance by us as equity awards under the Plan.

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


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2024		2023		2024		2023
Stock-based compensation expense	$	4,579	$	4,031	$	8,371	$	7,498

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


	Six Months Ended June 30, 2024
	Incentive and Time-Based Restricted Stock			Performance-Based Restricted Stock Units
	Shares	Weighted Average Grant Date Fair Value		Units	Weighted Average Grant Date Fair Value
Outstanding at beginning of period	472,635	$	27.44	765,582	$	28.28
Granted	284,850	24.05		530,495	27.36
Vested	(172,742)	29.74		(243,615)	34.27
Forfeited	(53,594)	29.89		(138,859)	32.67
Canceled	—	—		—	—
Outstanding at end of period	531,149	$	24.63	913,603	$	25.48


	Six Months Ended June 30, 2023
	Incentive and Time-Based Restricted Stock			Performance-Based Restricted Stock Units
	Shares	Weighted Average Grant Date Fair Value		Units	Weighted Average Grant Date Fair Value
Outstanding at beginning of period	507,339	$	27.47	769,589	$	22.88
Granted	206,539	28.68		474,867	28.59
Vested	(208,049)	28.08		(363,267)	19.90
Forfeited	(32,451)	28.40		(115,607)	19.90
Canceled	—	—		—	—
Outstanding at end of period	473,378	$	27.67	765,582	$	28.28

As of June 30, 2024, there was $27.2 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements under the Plan. This cost is expected to be recognized over a weighted average period of 1.9 years.

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