Item 1. Financial Statements

188K characters. Original on sec.gov · Markdown

Item 1. Financial Statements

VICI PROPERTIES INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share and per share data)


	September 30, 2025		December 31, 2024
Assets
Real estate portfolio:
Investments in leases - sales-type, net	$	23,763,616	$	23,581,101

Investments in leases - financing receivables, net	18,640,073		18,430,320
Investments in loans and securities, net	2,432,999		1,651,533

Land	149,717		150,727
Cash and cash equivalents	507,503		524,615


Other assets	1,041,932		1,030,644
Total assets	$	46,535,840	$	45,368,940

Liabilities
Debt, net	$	16,762,660	$	16,732,889
Accrued expenses and deferred revenue	182,651		217,956
Dividends and distributions payable	486,258		461,954
Other liabilities	1,006,993		1,004,340
Total liabilities	18,438,562		18,417,139

Commitments and contingent liabilities (Note 10)

Stockholders’ equity
Common stock, $0.01 par value, 1,350,000,000 shares authorized and 1,068,808,694 and 1,056,366,685 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	10,688		10,564
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at September 30, 2025 and December 31, 2024	—		—
Additional paid-in capital	24,894,452		24,515,417
Accumulated other comprehensive income	125,198		144,574
Retained earnings	2,643,251		1,867,400
Total VICI stockholders’ equity	27,673,589		26,537,955
Non-controlling interests	423,689		413,846
Total stockholders’ equity	28,097,278		26,951,801
Total liabilities and stockholders’ equity	$	46,535,840	$	45,368,940

Note: As of September 30, 2025 and December 31, 2024, 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 $802.1 million, $750.7 million, $39.0 million and $20.4 million, respectively, and $802.7 million, $737.1 million, $25.0 million and $20.6 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 September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues
Income from sales-type leases	$	531,765	$	518,691	$	1,590,717	$	1,543,752

Income from lease financing receivables, loans and securities	447,986		419,115		1,314,726		1,242,151
Other income	19,547		19,315		58,596		57,950
Golf revenues	8,190		7,548		28,987		29,300
Total revenues	1,007,488		964,669		2,993,026		2,873,153

Operating expenses
General and administrative	16,344		16,458		45,765		48,418
Depreciation	937		1,008		2,674		3,133
Other expenses	19,547		19,315		58,596		57,950
Golf expenses	6,765		6,824		19,736		20,148
Change in allowance for credit losses	(20,153)		(31,626)		24,803		32,292
Transaction and acquisition expenses	9		1,164		7,488		1,728
Total operating expenses	23,449		13,143		159,062		163,669


Interest expense	(210,333)		(207,317)		(633,381)		(617,976)
Interest income	3,881		2,797		9,871		12,016

Other (losses) gains	(82)		(64)		792		770
Income before income taxes	777,505		746,942		2,211,246		2,104,294
Provision for income taxes	(3,885)		(2,461)		(6,993)		(7,257)
Net income	773,620		744,481		2,204,253		2,097,037
Less: Net income attributable to non-controlling interests	(11,580)		(11,583)		(33,527)		(32,821)
Net income attributable to common stockholders	$	762,040	$	732,898	$	2,170,726	$	2,064,216

Net income per common share
Basic	$	0.71	$	0.70	$	2.05	$	1.98
Diluted	$	0.71	$	0.70	$	2.05	$	1.98

Weighted average number of shares of common stock outstanding
Basic	1,067,253,644		1,046,626,838		1,059,870,808		1,043,921,660
Diluted	1,068,369,218		1,048,338,348		1,060,732,039		1,044,897,468

Other comprehensive income
Net income	$	773,620	$	744,481	$	2,204,253	$	2,097,037
Reclassification of derivative gain to Interest expense	(6,389)		(6,100)		(19,120)		(18,530)
Unrealized (loss) gain on cash flow hedges	—		(2,714)		(5,949)		9,768
Foreign currency translation adjustments	(4,652)		2,258		5,474		(3,559)
Comprehensive income	762,579		737,925		2,184,658		2,084,716
Comprehensive income attributable to non-controlling interests	(11,448)		(11,533)		(33,308)		(32,665)
Comprehensive income attributable to common stockholders	$	751,131	$	726,392	$	2,151,350	$	2,052,051

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, 2024	$	10,564	$	24,515,417	$	144,574	$	1,867,400	$	26,537,955	$	413,846	$	26,951,801
Net income	—		—		—		543,607		543,607		8,658		552,265

Reallocation of equity	—		836		—		—		836		(836)		—
Dividends and distributions declared ($0.4325 per common share)	—		—		—		(456,883)		(456,883)		(7,986)		(464,869)
Stock-based compensation, net of forfeitures	3		(4,227)		—		—		(4,224)		(49)		(4,273)
Reclassification of derivative gain to Interest expense	—		—		(6,271)		—		(6,271)		(74)		(6,345)
Unrealized loss on cash flow hedges	—		—		(5,881)		—		(5,881)		(68)		(5,949)
Foreign currency translation adjustments	—		—		30		—		30		5		35
Balance as of March 31, 2025	10,567		24,512,026		132,452		1,954,124		26,609,169		413,496		27,022,665
Net income	—		—		—		865,079		865,079		13,289		878,368

Reallocation of equity	—		(770)		—		—		(770)		770		—
Dividends and distributions declared ($0.4325 per common share)	—		—		—		(457,027)		(457,027)		(7,994)		(465,021)
Stock-based compensation, net of forfeitures	—		4,345		—		—		4,345		50		4,395
Reclassification of derivative gain to Interest expense	—		—		(6,313)		—		(6,313)		(73)		(6,386)

Foreign currency translation adjustments	—		—		9,968		—		9,968		123		10,091
Balance as of June 30, 2025	10,567		24,515,601		136,107		2,362,176		27,024,451		419,661		27,444,112
Net income	—		—		—		762,040		762,040		11,580		773,620
Issuance of common stock, net	121		375,229		—		—		375,350		—		375,350
Reallocation of equity	—		(734)		—		—		(734)		734		—
Dividends and distributions declared ($0.4500 per common share)	—		—		—		(480,965)		(480,965)		(8,204)		(489,169)
Stock-based compensation, net of forfeitures	—		4,356		—		—		4,356		50		4,406
Reclassification of derivative gain to Interest expense	—		—		(6,317)		—		(6,317)		(72)		(6,389)

Foreign currency translation adjustments	—		—		(4,592)		—		(4,592)		(60)		(4,652)
Balance as of September 30, 2025	$	10,688	$	24,894,452	$	125,198	$	2,643,251	$	27,673,589	$	423,689	$	28,097,278

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, 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
Net income	—		—		—		732,898		732,898		11,583		744,481
Issuance of common stock, net	40		115,071		—		—		115,111		—		115,111
Reallocation of equity	—		(759)		—		—		(759)		759		—

Dividends and distributions declared ($0.4325 per common share)	—		—		—		(452,885)		(452,885)		(7,984)		(460,869)
Stock-based compensation, net of forfeitures	—		4,539		—		—		4,539		53		4,592
Reclassification of derivative gain to Interest expense	—		—		(6,030)		—		(6,030)		(70)		(6,100)
Unrealized loss on cash flow hedges	—		—		(2,681)		—		(2,681)		(33)		(2,714)
Foreign currency translation adjustments	—		—		2,205		—		2,205		53		2,258
Balance as of September 30, 2024	$	10,472	$	24,247,840	$	141,705	$	1,711,277	$	26,111,294	$	411,778	$	26,523,072

See accompanying Notes to Consolidated Financial Statements.

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities
Net income	$	2,204,253	$	2,097,037
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(393,076)		(402,839)
Stock-based compensation	11,758		12,973

Depreciation	2,674		3,133
Other gains	(792)		(770)
Amortization of debt issuance costs and original issue discount	35,791		34,175
Change in allowance for credit losses	24,803		32,292
Net proceeds from settlement of derivatives	1,767		2,827
Deferred income taxes	2,848		4,234
Payment-in-kind interest	(23,831)		—


Change in operating assets and liabilities:
Other assets	(8,601)		(5,910)
Accrued expenses and deferred revenue	(39,261)		(39,573)
Other liabilities	(286)		(178)
Net cash provided by operating activities	1,818,047		1,737,401

Cash flows from investing activities

Investments in leases - sales-type	—		(261,800)
Investments in leases - financing receivables	—		(248)
Investments in loans and securities	(786,360)		(473,727)

Principal repayments of loans and securities and receipts of deferred fees	20,296		80,750
Capitalized transaction costs	(325)		(2,091)
Investments in short-term investments	—		(29,579)
Maturities of short-term investments	—		29,579
Proceeds from sale of real estate	1,962		952
Acquisition of property and equipment	(1,033)		(6,442)
Net cash used in investing activities	(765,460)		(662,606)

Cash flows from financing activities
Proceeds from offering of common stock, net	375,350		115,112
Proceeds from Revolving Credit Facility	426,024		82,200
Repayment of Revolving Credit Facility	(432,689)		(85,881)
Proceeds from senior unsecured notes offerings	1,284,437		1,028,533
Redemption of senior unsecured notes	(1,300,000)		(1,050,000)
Debt issuance costs	(19,401)		(3,288)
Repurchase of stock for tax withholding	(7,232)		(5,341)
Distributions to non-controlling interests	(23,970)		(23,245)
Dividends paid	(1,372,727)		(1,300,317)
Net cash used in financing activities	(1,070,208)		(1,242,227)

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


Effect of exchange rate changes on cash, cash equivalents and restricted cash	509		525

Net decrease in cash, cash equivalents and restricted cash	(17,112)		(166,907)
Cash, cash equivalents and restricted cash, beginning of period	524,615		522,574
Cash, cash equivalents and restricted cash, end of period	$	507,503	$	355,667

Supplemental cash flow information:
Cash paid for interest	$	620,778	$	595,391
Cash paid for income taxes	$	3,311	$	3,338
Supplemental non-cash investing and financing activity:
Dividends and distributions declared, not paid	$	486,468	$	458,192
Issuance of stock-based compensation subject to repurchase for tax withholding	$	18,527	$	17,576
Debt issuance costs payable	$	—	$	80
Accrued capitalized transaction costs	$	1,859	$	6,448

Non-cash change in Investments in leases - financing receivables	$	211,903	$	212,400

See accompanying Notes to Consolidated Financial Statements.

VICI PROPERTIES L.P.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except unit and per unit data)


	September 30, 2025		December 31, 2024
Assets
Real estate portfolio:
Investments in leases - sales-type, net	$	23,763,616	$	23,581,101

Investments in leases - financing receivables, net	18,640,073		18,430,320
Investments in loans and securities, net	2,432,999		1,651,533

Land	149,717		150,727
Cash and cash equivalents	497,172		456,899


Other assets	963,865		1,015,180
Total assets	$	46,447,442	$	45,285,760

Liabilities
Debt, net	$	16,762,660	$	16,732,889
Accrued expenses and deferred revenue	180,401		215,452
Distributions payable	486,258		461,954
Other liabilities	993,160		990,577
Total liabilities	18,422,479		18,400,872

Commitments and contingent liabilities (Note 10)

Partners’ Capital
Partners’ capital, 1,081,040,067 and 1,068,598,058 operating partnership units issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	27,794,086		26,634,873
Accumulated other comprehensive income	124,304		143,899
Total VICI LP’s capital	27,918,390		26,778,772
Non-controlling interests	106,573		106,116
Total capital attributable to partners	28,024,963		26,884,888
Total liabilities and partners’ capital	$	46,447,442	$	45,285,760

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands, except unit and per unit data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues
Income from sales-type leases	$	531,765	$	518,691	$	1,590,717	$	1,543,752

Income from lease financing receivables, loans and securities	447,986		419,115		1,314,726		1,242,151
Other income	19,547		19,315		58,596		57,950
Total revenues	999,298		957,121		2,964,039		2,843,853

Operating expenses
General and administrative	16,284		16,366		45,632		48,255
Depreciation	131		125		390		570
Other expenses	19,547		19,315		58,596		57,950
Change in allowance for credit losses	(20,153)		(31,626)		24,803		32,292
Transaction and acquisition expenses	9		1,164		7,488		1,728
Total operating expenses	15,818		5,344		136,909		140,795


Interest expense	(210,333)		(207,317)		(633,381)		(617,976)
Interest income	3,777		2,624		9,475		10,485
Other (losses) gains	(82)		(64)		792		770
Income before income taxes	776,842		747,020		2,204,016		2,096,337
Provision for income taxes	(3,736)		(2,480)		(5,434)		(5,775)
Net income	773,106		744,540		2,198,582		2,090,562
Less: Net income attributable to non-controlling interests	(2,825)		(3,021)		(8,558)		(8,722)
Net income attributable to partners	$	770,281	$	741,519	$	2,190,024	$	2,081,840

Net income per Partnership unit
Basic	$	0.71	$	0.70	$	2.04	$	1.97
Diluted	$	0.71	$	0.70	$	2.04	$	1.97

Weighted average number of Partnership units outstanding
Basic	1,079,485,017		1,058,858,211		1,072,102,181		1,056,153,033
Diluted	1,080,600,591		1,060,569,721		1,072,963,412		1,057,128,841

Other comprehensive income
Net income attributable to partners	$	770,281	$	741,519	$	2,190,024	$	2,081,840
Reclassification of derivative gain to Interest expense	(6,389)		(6,100)		(19,120)		(18,530)
Unrealized (loss) gain on cash flow hedges	—		(2,714)		(5,949)		9,768
Foreign currency translation adjustments, net	(4,652)		2,258		5,474		(3,559)
Comprehensive income attributable to partners	$	759,240	$	734,963	$	2,170,429	$	2,069,519

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 Interests		Total
Balance as of December 31, 2024	$	26,634,873	$	143,899	$	106,116	$	26,884,888
Net income	547,827		—		2,390		550,217
Contributions from Parent	245		—		—		245
Distributions to Parent	(462,174)		—		—		(462,174)
Distributions to non-controlling interests	—		—		(2,697)		(2,697)
Stock-based compensation, net of forfeitures	(4,273)		—		—		(4,273)
Reclassification of derivative gain to Interest expense	—		(6,345)		—		(6,345)
Unrealized loss on cash flow hedges	—		(5,949)		—		(5,949)
Foreign currency translation adjustments	—		35		—		35
Balance as of March 31, 2025	26,716,498		131,640		105,809		26,953,947
Net income	871,916		—		3,343		875,259
Contributions from parent	128		—		—		128
Distributions to parent	(462,365)		—		—		(462,365)
Distributions to non-controlling interests	—		—		(2,704)		(2,704)
Stock-based compensation, net of forfeitures	4,395		—		—		4,395
Reclassification of derivative gain to Interest expense	—		(6,386)		—		(6,386)

Foreign currency translation adjustments	—		10,091		—		10,091
Balance as of June 30, 2025	27,130,572		135,345		106,448		27,372,365
Net income	770,281		—		2,825		773,106
Contributions from parent	375,727		—		—		375,727
Distributions to parent	(486,900)		—		—		(486,900)
Distributions to non-controlling interests	—		—		(2,700)		(2,700)
Stock-based compensation, net of forfeitures	4,406		—		—		4,406
Reclassification of derivative gain to Interest expense	—		(6,389)		—		(6,389)

Foreign currency translation adjustments	—		(4,652)		—		(4,652)
Balance as of September 30, 2025	$	27,794,086	$	124,304	$	106,573	$	28,024,963

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 Interests		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 interests	—		—		(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 interests	—		—		(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
Net income	741,519		—		3,021		744,540
Contributions from parent	166,405		—		—		166,405
Distributions to parent	(458,256)		—		—		(458,256)
Distributions to non-controlling interests	—		—		(2,695)		(2,695)
Stock-based compensation, net of forfeitures	4,592		—		—		4,592
Reclassification of derivative gain to Interest expense	—		(6,100)		—		(6,100)
Unrealized loss on cash flow hedges	—		(2,714)		—		(2,714)
Foreign currency translation adjustments	—		2,258		—		2,258
Balance as of September 30, 2024	$	26,208,082	$	141,029	$	106,336	$	26,455,447

See accompanying Notes to Consolidated Financial Statements.

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities
Net income	$	2,198,582	$	2,090,562
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(393,076)		(402,839)
Stock-based compensation	11,758		12,973
Depreciation	390		570
Other gains	(792)		(770)
Amortization of debt issuance costs and original issue discount	35,791		34,175
Change in allowance for credit losses	24,803		32,292
Net proceeds from settlement of derivatives	1,767		2,827
Deferred income taxes	2,541		4,165
Payment-in-kind interest	(23,831)		—



Change in operating assets and liabilities:
Other assets	(7,822)		(5,514)
Accrued expenses and deferred revenue	(41,601)		(40,464)
Other liabilities	(48)		28
Net cash provided by operating activities	1,808,462		1,728,005

Cash flows from investing activities

Investments in leases - sales-type	—		(261,800)
Investments in leases - financing receivables	—		(248)
Investments in loans and securities	(786,360)		(473,727)
Principal repayments of loans and securities and receipts of deferred fees	20,296		80,750
Capitalized transaction costs	(325)		(2,091)
Investments in short-term investments	—		(29,579)
Maturities of short-term investments	—		29,579
Proceeds from sale of real estate	1,962		952
Acquisition of property and equipment	(95)		(4,507)
Net cash used in investing activities	(764,522)		(660,671)

Cash flows from financing activities
Contributions from Parent	438,943		166,405
Distributions to Parent	(1,386,158)		(1,315,405)
Proceeds from Revolving Credit Facility	426,024		82,200
Repayment of Revolving Credit Facility	(432,689)		(85,881)
Proceeds from senior unsecured notes offerings	1,284,437		1,028,533

Redemption of senior unsecured notes	(1,300,000)		(1,050,000)
Debt issuance costs	(19,401)		(3,288)
Repurchase of stock for tax withholding	(7,232)		(5,341)
Distributions to non-controlling interests	(8,100)		(8,015)
Net cash used in financing activities	(1,004,176)		(1,190,792)

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


Effect of exchange rate changes on cash, cash equivalents and restricted cash	509		525

Net increase (decrease) in cash, cash equivalents and restricted cash	40,273		(122,933)
Cash, cash equivalents and restricted cash, beginning of period	456,899		471,584
Cash, cash equivalents and restricted cash, end of period	$	497,172	$	348,651

Supplemental cash flow information:
Cash paid for interest	$	620,778	$	595,391
Cash paid for income taxes	$	1,188	$	1,312
Supplemental non-cash investing and financing activity:
Distributions payable	$	486,468	$	458,192
Debt issuance costs payable	$	—	$	80
Accrued capitalized transaction costs	$	1,859	$	6,448
Non-cash change in Investments in leases - financing receivables	$	211,903	$	212,400

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, wellness, entertainment and leisure destinations, subject to long-term triple-net leases. As of September 30, 2025, we own 93 experiential assets across a geographically diverse portfolio consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort Las Vegas (the “Venetian Resort”). 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 Cabot-Managed Properties and are located near certain of our properties.

VICI Properties Inc., 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 nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

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 September 30, 2025, VICI’s non-controlling interests were comprised of (i) an approximately 1.1% third-party ownership of VICI OP in the form of VICI OP Units, (ii) 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 (the “Joliet Lease”) and (iii) a third-party minority equity interest, in the form of Class A Units, of VICI Bowl HoldCo LLC (“Lucky Strike OP Units”), the entity that (a) owns the portfolio of bowling entertainment centers leased to Lucky Strike Entertainment Corporation (“Lucky Strike Entertainment”) and (b) is the lessor under the related Lucky Strike Entertainment master lease agreement, which interest entitles the non-controlling interest holder to a preferred return that currently approximates 4.2% of the entity’s cash flows.

VICI LP’s non-controlling interests are the third-party ownership interests in Harrah’s Joliet LandCo LLC and VICI Bowl HoldCo LLC referenced above.

Reportable Segments

Our operations consist of real estate investment activities, which represent substantially all of our business. The operating results are regularly reviewed, on a consolidated basis, by the Chief Operating Decision Maker (“CODM”) and are considered to be one operating segment. Accordingly, all operations have been considered to represent one reportable segment.

Refer to Note 14 - Segment Information for further information.

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 September 30, 2025 and December 31, 2024, 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 September 30, 2025 and December 31, 2024.

Purchase Accounting

We assess all of our property acquisitions under ASC 805 “Business Combinations” (“ASC 805”) to determine if such acquisitions should be accounted for as a business combination or an asset acquisition. Under ASC 805, an acquisition does not qualify as a business combination when (i) substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets, (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.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

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 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.

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, net of allowance for credit losses. 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

Under ASC 842, at the inception of a lease or upon a lease modification, we assess the noncancelable lease term, 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, upon lease inception or modification, we have generally concluded that the lease term includes all of the periods covered by extension options as it was reasonably certain at such time that our tenants would renew the lease agreements. At such time, we believed our tenants were 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.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Investments in Loans and Securities, net

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

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

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 that project estimated credit losses over the life of the lease and discount these cash flows at the investment’s effective interest rate. We then record a CECL allowance equal to the difference between the amortized cost basis of the investment 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 or financial investment. 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

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

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.

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 nine months ended September 30, 2025 and 2024.

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 are neither our nor 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 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

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

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 is recognized in earnings when the hedged transactions affect earnings. Changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of Accumulated other comprehensive income in our Balance Sheet with a corresponding change in Unrealized (loss) gain on cash flow 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 of 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 nine months ended September 30, 2025 and 2024. Contractual rent from our lease agreements with MGM represented 36% of our total contractual rent for each of the three and nine months ended September 30, 2025 and 2024. Revenue from our lease agreements with Caesars represented 36% of our lease revenues for each of the three and nine months ended September 30, 2025 and 2024. Contractual rent from our lease agreements with Caesars represented 37% of our total contractual rent for each of the three and nine months ended September 30, 2025, and 37% and 38% of our total contractual rent for the three and nine months ended September 30, 2024, respectively.

Additionally, our properties on the Las Vegas Strip generated approximately 49% of our lease revenues for each of the three and nine months ended September 30, 2025 and 48% of our lease revenues for each of the three and nine months ended September 30, 2024. 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 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.

Recent Tax Legislation

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

In addition, effective July 4, 2025, certain changes to U.S. tax law were approved that may impact us and our stockholders. Among other changes, this legislation (i) permanently extended the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Internal Revenue Code (the “Code”), (ii) increased the percentage limit under the REIT asset test applicable to TRSs from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increased the basis on which the 30% interest deduction limit under Section 163(j) of the Code applies by excluding depreciation, amortization and depletion from the definition of “adjusted taxable income” (i.e. based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.

We have evaluated both Pillar Two and the changes to the tax law and we do not expect them to have a material impact on our Financial Statements. However, there remains some uncertainty as to the final Pillar Two model rules. We will continue to monitor the United States and global legislative actions related to Pillar Two for potential impacts.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 3 — Real Estate Transactions

2025 Activity

Leasing

Northfield Park Severance Lease

Subsequent to quarter-end, on October 16, 2025, we announced that, in connection with MGM’s agreement to sell the operations of MGM Northfield Park (“Northfield Park”), located in Northfield, Ohio, to an affiliate of funds managed by Clairvest Group Inc. (“Clairvest”), we agreed to enter into (i) a new triple-net lease agreement with an affiliate of Clairvest with respect to the real property of Northfield Park (the “Northfield Park Lease”) and (ii) an amendment to the existing MGM Master Lease (as defined below) in order to account for MGM’s divestiture of the operations of Northfield Park and to reduce the annual base rent under the MGM Master Lease by the initial base rent under the Northfield Park Lease. The Northfield Park Lease will have an initial annual base rent of $53.0 million (or $54.0 million if the transaction closes on or after May 1, 2026 to reflect the 2.0% annual escalation provided under the MGM Master Lease). Upon closing, the Northfield Park Lease will begin a new 25-year lease term with three 10-year tenant renewal options, with other economic terms substantially similar to the MGM Master Lease, including escalation of 2.0% per annum (with escalation equal to the greater of 2.0% and the change in CPI (capped at 3.0%) beginning at the same time as the MGM Master Lease in 2032) and a minimum capital expenditure requirement equal to 1.0% of annual net revenue. The Northfield Park Lease will be guaranteed by an affiliate of funds managed by Clairvest that will own the operations of Northfield Park. The transaction is subject to customary closing conditions and regulatory approvals and is expected to be completed in the first half of 2026.

Real Estate Debt Investments

The following table summarizes our real estate debt investment activity during the nine months ended September 30, 2025:


(In thousands)
Investment Name	Maximum Principal Amount		Investment Type	Collateral
One Beverly Hills Loan	$	450,000	Mezzanine	Luxury experiential lifestyle hub in Beverly Hills, California
North Fork Casino Loan	510,000		Senior Secured Loan	The personal property and revenues of the North Fork Mono Casino & Resort located near Madera, California
Total	$	960,000

One Beverly Hills Mezzanine Loan

On February 19, 2025, we purchased a $300.0 million interest in an existing mezzanine loan related to the development of One Beverly Hills, a landmark 17.5-acre luxury experiential lifestyle hub in Beverly Hills, California. On June 23, 2025, we purchased an additional $150.0 million interest in the existing mezzanine loan, concurrent with a commensurate increase in the total size of the mezzanine loan. One Beverly Hills is being developed by Cain and will be anchored by Aman Beverly Hills, featuring an Aman Hotel and Aman-branded residences, and include a full-scale refurbishment of The Beverly Hilton, additional retail, food and beverage offerings, and 10 acres of botanical gardens and open space. Construction of the development has commenced and is expected to be completed in phases in 2028.

The mezzanine loan has an initial maturity in March 2026 and one 12-month extension option, subject to certain conditions. Under the provisions of the existing mezzanine loan, interest is paid-in-kind and added to the outstanding principal balance. We funded each of the investments with a combination of cash on hand and a draw under the Revolving Credit Facility (as defined below).

North Fork Casino Loan

On April 4, 2025, we provided a commitment of up to $510.0 million of a $725.0 million delayed draw term loan facility (the “Term Loan Arrangement”) to the North Fork Rancheria Economic Development Authority, a wholly owned entity of the North Fork Rancheria of Mono Indians of California. Proceeds from the Term Loan Arrangement will be used for the development of the North Fork Mono Casino & Resort (“North Fork”) located near Madera, California, which will be developed and managed by affiliates of Red Rock Resorts, Inc. (“Red Rock Resorts”). The Term Loan Arrangement consists of

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

a $340.0 million Term Loan A, of which we have committed up to $125.0 million, and a $385.0 million Term Loan B, of which we have committed up to the full $385.0 million, for a total commitment of $510.0 million. The Term Loan A has an initial term of five years and the Term Loan B has an initial term of six years. The project is expected to be funded in accordance with a construction draw schedule and is expected to be completed in the second half of 2026.

Note 4 — Real Estate Portfolio

As of September 30, 2025, 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 18 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 September 30, 2025 and December 31, 2024:


(In thousands)	September 30, 2025		December 31, 2024






Investments in leases – sales-type, net (1)	$	23,763,616	$	23,581,101

Investments in leases – financing receivables, net (1)	18,640,073		18,430,320
Total investments in leases, net	42,403,689		42,011,421
Investments in loans and securities, net	2,432,999		1,651,533

Land	149,717		150,727
Total real estate portfolio	$	44,986,405	$	43,813,681

(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 September 30, 2025 and December 31, 2024, the estimated residual value of the leased properties under our lease agreements was $16.5 billion and $16.4 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 September 30,				Nine Months Ended September 30,
(In thousands)	2025		2024		2025		2024
Income from sales-type leases – fixed rent	$	503,040	$	494,641	$	1,505,431	$	1,467,825
Income from sales-type leases – contingent rent (1)	28,725		24,050		85,286		75,927

Income from lease financing receivables – fixed rent	385,112		379,657		1,150,865		1,135,643
Income from lease financing receivables – contingent rent (1)	1,898		3,211		5,693		9,634
Total lease revenue	918,775		901,559		2,747,275		2,689,029
Non-cash adjustment (2)	(131,247)		(135,944)		(393,370)		(402,989)
Total contractual lease revenue	$	787,528	$	765,615	$	2,353,905	$	2,286,040

(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 September 30, 2025, 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
2025 (remaining)	$	444,225	$	315,466	$	759,691
2026	1,794,488		1,278,182		3,072,670
2027	1,821,969		1,302,016		3,123,985
2028	1,850,663		1,326,567		3,177,230
2029	1,880,313		1,351,597		3,231,910

Thereafter	79,935,052		88,439,519		168,374,571
Total	$	87,726,710	$	94,013,347	$	181,740,057

(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 include 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 September 30, 2025, 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. As of September 30, 2025, our lease agreements had a weighted average lease term based on contractual rent, including extension options, of approximately 40.0 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	5/1/25 - 4/30/26 (Lease Year 4)	11/1/24 - 10/31/25 (Lease Year 8)	11/1/24 - 10/31/25 (Lease Year 8)	3/1/25 - 2/28/26 (Lease Year 6)
Current annual rent	$774,682	$725,489 (1)	$495,418	$322,392
Annual escalator (2)	Lease years 2-10 - 2% Lease years 11-end of term - > 2% / change in CPI (capped at 3%)	> 2% / 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	Years 11 & 16: 80% base rent / 20% variable rent	Years 11 & 16: 80% base rent / 20% variable rent	None
Variable rent adjustment calculation	None	4% of revenue increase/decrease: 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 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 $716.0 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.

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 spend 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.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Investments in Loans and Securities

The following is a summary of our investments in loans and securities as of September 30, 2025 and December 31, 2024:


($ In thousands)	September 30, 2025
Investment Type	Principal Balance		Carrying Value (1)		Future Funding Commitments (2)		Weighted Average Interest Rate (3)		Weighted Average Term (4)
Senior Secured Notes (5)	$	83,938	$	81,359	$	—	11.0	%	5.5 years
Senior Secured Loans	992,675		973,550		503,103		8.2	%	4.6 years
Mezzanine Loans and Preferred Equity	1,394,592		1,378,090		227,450		9.9	%	2.7 years
Total	$	2,471,205	$	2,432,999	$	730,553	9.2	%	3.6 years


($ In thousands)	December 31, 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	$	81,857	$	—	11.0	%	6.3 years
Senior Secured Loans	684,686		674,200		308,776		8.0	%	4.7 years
Mezzanine Loans and Preferred Equity	908,461		895,476		239,748		9.2	%	4.1 years
Total	$	1,678,147	$	1,651,533	$	548,524	8.8	%	4.4 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 September 30, 2025 and December 31, 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.

The following summarizes the activity of our investments in loans and securities for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended September 30,
(In thousands)	2025		2024
Beginning Balance January 1,	$	1,651,533	$	1,144,177
Principal fundings	783,604		473,198
Payment-in-kind interest	23,831		—
Repayments	(15,897)		(79,500)
Change in CECL allowance	(14,045)		8,019
Other	3,973		4,786
Ending Balance September 30,	$	2,432,999	$	1,550,680

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 a non-cash allowance for current expected credit losses, or CECL allowance, 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 September 30, 2025 and December 31, 2024:


	September 30, 2025
($ In thousands)	Amortized Cost		Allowance (1)		Net Investment		Allowance as a % of Amortized Cost
Investments in leases – sales-type	$	24,565,707	$	(802,091)	$	23,763,616	3.27	%
Investments in leases – financing receivables	19,390,805		(750,732)		18,640,073		3.87	%
Investments in loans and securities	2,472,048		(39,049)		2,432,999		1.58	%
Other assets – sales-type sub-leases	862,469		(20,372)		842,097		2.36	%
Totals	$	47,291,029	$	(1,612,244)	$	45,678,785	3.41	%


	December 31, 2024
($ In thousands)	Amortized Cost		Allowance (1)		Net Investment		Allowance as a % of Amortized Cost
Investments in leases – sales-type	$	24,383,843	$	(802,742)	$	23,581,101	3.29	%
Investments in leases – financing receivables	19,167,432		(737,112)		18,430,320		3.85	%
Investments in loans and securities	1,676,530		(24,997)		1,651,533		1.49	%
Other assets – sales-type sub-leases	863,374		(20,598)		842,776		2.39	%
Totals	$	46,091,179	$	(1,585,449)	$	44,505,730	3.44	%

(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 September 30, 2025 and December 31, 2024, such allowance is $9.7 million and $9.5 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 nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2025		2024		2025		2024
Beginning Balance	$	1,643,241	$	1,534,515	$	1,594,931	$	1,472,386

Initial allowance from current period investments	—		—		8,126		2,914
Current period change in credit allowance	(21,314)		(31,022)		18,870		28,193
Charge-offs	—		—		—		—
Recoveries	—		—		—		—
Ending Balance	$	1,621,927	$	1,503,493	$	1,621,927	$	1,503,493

During the three months ended September 30, 2025, we recognized a $20.2 million decrease in our allowance for credit losses primarily driven by a decrease in the volatility of the equity market performance of our tenants partially offset by negative changes in the macroeconomic forecast during the current quarter, both of which impact the reasonable and supportable period, or R&S Period, probability of default, or PD.

During the nine months ended September 30, 2025, we recognized a $24.8 million increase in our allowance for credit losses primarily driven by the equity market performance of our tenants and negative changes in the macroeconomic forecast during the current period. In addition, we recorded an initial CECL allowance of $8.1 million on our $960.0 million of debt investment activity during the period. The increase was partially offset by standard annual updates to the CECL model used and certain related inputs, which decreased the estimate used for the Long-Term Period PD.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

During the three months ended September 30, 2024, we recognized a $31.6 million decrease in our allowance for credit losses primarily driven by positive changes in the macroeconomic forecast during the applicable quarter and equity market performance of our tenants. This decrease was partially offset by adjustments made to the assumptions used to project future cash flows for one of our investments.

During the nine months ended September 30, 2024, we recognized a $32.3 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 as well as adjustments made to the assumptions used to project future cash flows for one of our investments.

As of September 30, 2025 and December 31, 2024, 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 and year of origination of our Investments in leases - sales-type and financing receivables, Investments in loans and securities and Other assets by the credit quality indicator we assigned to each lease or loan guarantor as of September 30, 2025 and December 31, 2024:


	Amortized Cost Basis by Year of Origination as of September 30, 2025 (1)
(In thousands)	2025		2024		2023		2022		2021		Prior		Total
Ba2	$	—	$	—	$	—	$	4,854,002	$	—	$	—	$	4,854,002
Ba3	—		—		—		13,041,180		2,191,905		18,420,044		33,653,129
B1	—		—		—		2,388,638		—		926,711		3,315,349
B2	—		—		449,223		—		—		—		449,223
B3	—		—		287,053		300,829		—		891,294		1,479,176
Caa1	—		—		395,709		—		—		343,409		739,118
N/A (2)	573,099		348,782		1,080,107		799,044		—		—		2,801,032
Total	$	573,099	$	348,782	$	2,212,092	$	21,383,693	$	2,191,905	$	20,581,458	$	47,291,029


	Amortized Cost Basis by Year of Origination as of December 31, 2024 (1)
(In thousands)	2024		2023		2022		2021		2020		Prior		Total
Ba2	$	—	$	—	$	4,795,479	$	—	$	—	$	—	$	4,795,479
Ba3	—		—		12,882,102		2,182,313		5,667,136		12,634,167		33,365,718
B1	—		—		2,359,188		—		—		924,344		3,283,532
B2	—		447,554		—		—		887,545		—		1,335,099
B3	—		667,922		299,859		—		—		341,426		1,309,207
N/A (2)	313,761		987,422		700,961		—		—		—		2,002,144
Total	$	313,761	$	2,102,898	$	21,037,589	$	2,182,313	$	6,554,681	$	13,899,937	$	46,091,179

*(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, and certain of our lease investments with similar credit characteristics, 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 September 30, 2025 and December 31, 2024:


(In thousands)	September 30, 2025		December 31, 2024
Sales-type sub-leases, net (1)	$	842,097	$	842,776
Property and equipment used in operations, net	68,706		70,347
Right of use assets and sub-lease right of use assets	55,326		54,144
Debt financing costs	18,527		8,029
Interest receivable	15,904		7,180
Other receivables	14,749		9,166
Deferred acquisition costs	9,051		13,964
Tenant reimbursement receivables	8,015		5,066
Deferred income taxes	5,009		5,865
Prepaid expenses	2,612		4,534
Forward-starting interest rate swaps	—		7,717
Other	1,936		1,856
Total other assets	$	1,041,932	$	1,030,644

(1) As of September 30, 2025 and December 31, 2024, sales-type sub-leases are net of $20.4 million and $20.6 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 September 30, 2025 and December 31, 2024:


(In thousands)	September 30, 2025		December 31, 2024
Finance sub-lease liabilities	$	862,469	$	863,374
Deferred financing liabilities	73,600		73,600
Lease liabilities and sub-lease liabilities	55,028		53,822
CECL allowance for unfunded commitments	9,684		9,482
Deferred income taxes	5,962		3,812

Other	250		250
Total other liabilities	$	1,006,993	$	1,004,340

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 September 30, 2025 and December 31, 2024:


($ In thousands)	September 30, 2025
Description of Debt	Maturity	Interest Rate	Principal Amount		Carrying Value (1)
Revolving Credit Facility
USD Borrowings (2)	February 3, 2029	SOFR + 0.85%	$	—	$	—
CAD Borrowings (2)	February 3, 2029	CORRA + 0.85%	125,720		125,720
GBP Borrowings (2)	February 3, 2029	SONIA + 0.85%	22,186		22,186
MGM Grand/Mandalay Bay CMBS Debt	March 5, 2032	3.558%	3,000,000		2,820,693
2026 Maturities
4.500% Notes	September 1, 2026	4.500%	500,000		495,325
4.250% Notes	December 1, 2026	4.250%	1,250,000		1,246,671
2027 Maturities
5.750% Notes	February 1, 2027	5.750%	750,000		752,932
3.750% Notes	February 15, 2027	3.750%	750,000		747,695
2028 Maturities
4.500% Notes	January 15, 2028	4.500%	350,000		344,119
4.750% Notes	February 15, 2028	4.516% (3)	1,250,000		1,244,001
4.750% Notes	April 1, 2028	4.750%	400,000		396,683
2029 Maturities
3.875% Notes	February 15, 2029	3.875%	750,000		711,083
4.625% Notes	December 1, 2029	4.625%	1,000,000		993,332
2030 Maturities
4.950% Notes	February 15, 2030	4.541% (3)	1,000,000		992,381
4.125% Notes	August 15, 2030	4.125%	1,000,000		992,728
2031 Maturities
5.125% Notes	November 15, 2031	4.969% (3)	750,000		741,481
2032 Maturities
5.125% Notes	May 15, 2032	3.980% (3)	1,500,000		1,486,407
2034 Maturities
5.750% Notes	April 1, 2034	5.689% (3)	550,000		541,713
2035 Maturities
5.625% Notes	April 1, 2035	5.601% (3)	900,000		885,018
2052 Maturities
5.625% Notes	May 15, 2052	5.625%	750,000		736,718
2054 Maturities
6.125% Notes	April 1, 2054	6.125%	500,000		485,774
Total Debt		4.466% (4)	$	17,097,906	$	16,762,660

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)


($ In thousands)	December 31, 2024
Description of Debt	Maturity	Interest Rate	Principal Amount		Carrying Value (1)
2022 Revolving Credit Facility
USD Borrowings (2)	March 31, 2026	SOFR + 0.85%	$	—	$	—
CAD Borrowings (2)	March 31, 2026	CORRA + 0.85%	130,698		130,698
GBP Borrowings (2)	March 31, 2026	SONIA + 0.85%	18,148		18,148
MGM Grand/Mandalay Bay CMBS Debt	March 5, 2032	3.558%	3,000,000		2,800,544
2025 Maturities
4.375% Notes	May 15, 2025	4.375%	500,000		499,419
4.625% Notes	June 15, 2025	4.625%	800,000		797,059
2026 Maturities
4.500% Notes	September 1, 2026	4.500%	500,000		491,532
4.250% Notes	December 1, 2026	4.250%	1,250,000		1,244,469
2027 Maturities
5.750% Notes	February 1, 2027	5.750%	750,000		754,588
3.750% Notes	February 15, 2027	3.750%	750,000		746,438
2028 Maturities
4.500% Notes	January 15, 2028	4.500%	350,000		342,214
4.750% Notes	February 15, 2028	4.516% (3)	1,250,000		1,242,110
2029 Maturities
3.875% Notes	February 15, 2029	3.875%	750,000		702,707
4.625% Notes	December 1, 2029	4.625%	1,000,000		992,132
2030 Maturities
4.950% Notes	February 15, 2030	4.541% (3)	1,000,000		991,080
4.125% Notes	August 15, 2030	4.125%	1,000,000		991,609
2031 Maturities
5.125% Notes	November 15, 2031	4.969% (3)	750,000		740,527
2032 Maturities
5.125% Notes	May 15, 2032	3.980% (3)	1,500,000		1,484,876
2034 Maturities
5.750% Notes	April 1, 2034	5.689% (3)	550,000		540,986
2052 Maturities
5.625% Notes	May 15, 2052	5.625%	750,000		736,348
2054 Maturities
6.125% Notes	April 1, 2054	6.125%	500,000		485,405
Total Debt		4.413% (4)	$	17,098,846	$	16,732,889

*(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 0.70% to 1.40% margin plus SOFR (or Canadian Overnight Repo Rate Average (“CORRA”) or Sterling Overnight Index Average (“SONIA”), as applicable), depending on our credit ratings and total leverage ratio. Additionally, the commitment fees under the Revolving Credit Facility are calculated on a credit rating-based pricing grid with a range of 0.10% to 0.30%, depending on our credit ratings and total leverage ratio. For the three and nine months ended September 30, 2025, the commitment fee for the Revolving Credit Facility averaged 0.20%.

*(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, the contractual interest rate on the March 2024 Notes (as defined below) maturing 2034 is 5.750%, the

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

contractual interest rate on the December 2024 Notes (as defined below) maturing 2031 is 5.125%, and the contractual interest rate on the April 2025 Notes (as defined below) maturing 2035 is 5.625%.

*(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 September 30, 2025, which excludes the impact of the forward-starting interest rate swaps and treasury locks, was 4.62%.

The following table is a schedule of future minimum principal payments of our debt obligations as of September 30, 2025:


(In thousands)	Future Minimum Principal Payments
2025 (remaining)	$	—
2026	1,750,000
2027	1,500,000
2028	2,000,000
2029	1,897,906
2030	2,000,000
Thereafter	7,950,000
Total minimum principal payments	$	17,097,906

Senior Unsecured Notes

As set forth in the above table, as of September 30, 2025, 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) $1.75 billion aggregate principal amount of Senior Notes issued on February 5, 2020 (the “February 2020 Notes”), (iii) $4.50 billion aggregate principal amount of Senior Notes issued on April 29, 2022 (the “April 2022 Notes”), (iv) approximately $2.3 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 $63.6 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 MGM Growth Properties LLC (“MGP”) on April 29, 2022, (vi) $1.05 billion aggregate principal amount of Senior Notes issued on March 18, 2024 (the “March 2024 Notes”), (vii) $750.0 million aggregate principal amount of Senior Notes issued on December 19, 2024, (the “December 2024 Notes”), and (viii) $1.3 billion aggregate principal amount of Senior Notes issued on April 7, 2025 (the “April 2025 Notes”). The outstanding November 2019 Notes, February 2020 Notes, April 2022 Notes, Exchange Notes, MGP OP Notes, March 2024 Notes, December 2024 Notes and April 2025 Notes are collectively referred to as the “Senior Unsecured Notes”.

On April 7, 2025, VICI LP issued the April 2025 Notes comprised of (i) $400.0 million aggregate principal amount of 4.750% Senior Notes due 2028, which mature on April 1, 2028, and (ii) $900.0 million aggregate principal amount of 5.625% Senior Notes due 2035, which mature on April 1, 2035, in each case under a supplemental indenture dated as of April, 7, 2025, between VICI LP and the trustee. We used the net proceeds of the April 2025 Notes to redeem our then-outstanding (i) $799.4 million in aggregate principal amount of the 4.625% Exchange Notes due 2025, (ii) $500.0 million in aggregate principal amount of the 4.375% April 2022 Notes due 2025, and (iii) $0.6 million in aggregate principal amount of the 4.625% MGP OP Notes due 2025.

Subject to the terms and conditions of the applicable indentures (including supplemental indentures, collectively “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 applicable indenture. 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 or on such other terms as specified in the applicable indenture.

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, the March 2024 Notes, the December 2024 Notes and the April 2025 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

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

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 currently are not subject to certain of the restrictive covenants under such indentures, but are subject to a maintenance covenant requiring VICI LP and its restricted subsidiaries to maintain a certain total unencumbered assets to unsecured debt ratio. In the event that the November 2019 Notes, February 2020 Notes and Exchange Notes are no longer rated investment grade by at least two of S&P, Moody’s and Fitch, then VICI LP and its restricted subsidiaries will again be subject to all of the covenants of the respective indentures, as applicable, but will no longer be subject to the maintenance covenant.

The indentures governing each of the April 2022 Notes, March 2024 Notes, December 2024 Notes and April 2025 Notes contain 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 3, 2025, we entered into a credit agreement by and among VICI LP, the lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent, as amended from time to time (the “Credit Agreement”), providing for a revolving credit facility in the amount of $2.5 billion scheduled to mature on February 3, 2029 (the “Revolving Credit Facility”). Concurrently with entry into the Credit Agreement and Revolving Credit Facility, we terminated the credit agreement dated February 8, 2022 by and among VICI LP, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended from time to time (the “2022 Credit Agreement”) and the existing revolving credit facility in the amount of $2.5 billion scheduled to mature on March 31, 2026 (the “2022 Revolving Credit Facility”). In connection with the termination of the 2022 Revolving Credit Facility, all outstanding balances thereunder were repaid and reborrowed under the Revolving Credit Facility.

The Revolving Credit Facility includes two six-month maturity extension options (or one twelve-month extension option), the exercise of which in each case is subject to customary conditions and the payment of an extension fee of (i) 0.0625% on the extended commitments, in the case of each six-month extension of the Revolving Credit Facility, and (ii) 0.125% on the extended commitments, in the case of a twelve-month extension of the Revolving Credit Facility. The Revolving Credit Facility includes the option (i) to increase the revolving loan commitments by up to $1.0 billion and (ii) to add one or more tranches of term loans of up to $2.0 billion in the aggregate, in each case, to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions.

Borrowings under the Revolving Credit Facility will bear interest, at VICI LP’s option, for U.S. Dollar borrowings at either (i) a rate based on SOFR plus a margin ranging from 0.70% to 1.40%, or (ii) a base rate plus a margin ranging from 0.00% to 0.40%, in each case, with the actual margin determined according to 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 to a floor of 1.0%. In addition to U.S. Dollar borrowings, borrowings under the Revolving Credit Facility are also available in certain specific foreign currencies, bearing interest based on rates customary for such foreign currencies and subject to the same applicable margins for U.S. Dollar borrowings. In addition, the Revolving Credit Facility requires the payment of a facility fee ranging from 0.10% to 0.30% (depending on VICI LP’s debt ratings and total leverage ratio) of total commitments. The Revolving Credit Facility may be voluntarily prepaid in full or in part at any time, subject to customary breakage costs, if applicable.

The Credit Agreement contains customary representations and warranties and affirmative, negative and financial covenants. Such covenants include restrictions on mergers, affiliate transactions, and asset sales as well as certain financial maintenance covenants. The Credit Agreement also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

VICI LP under the Credit Agreement to be immediately due and payable. The Credit Agreement is consistent with certain tax-related requirements related to security for our debt.

As of September 30, 2025, we had C$175.0 million and £16.5 million outstanding on the Revolving Credit Facility in connection with the funding of a portion of our Canadian investments and our United Kingdom investments, respectively.

MGM Grand/Mandalay Bay CMBS Debt

Our investment in the real estate assets of the MGM Grand and Mandalay Bay, through an entity that holds these assets (the “MGM Grand/Mandalay Bay PropCo”), is financed with CMBS debt (the “MGM Grand/Mandalay Bay CMBS Debt”) and is secured primarily by mortgages on our fee interest in the real estate assets of these two properties. The MGM Grand/Mandalay Bay CMBS Debt has a current outstanding principal balance of $3.0 billion, 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 PropCo and certain of its affiliates to incur additional debt and transfer, pledge or assign certain equity interests or its assets, and covenants requiring certain affiliates of the MGM Grand/Mandalay Bay PropCo 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 assets 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 September 30, 2025, we were in compliance with all financial covenants under our debt obligations.

Note 8 — Derivatives

Interest-Rate Derivatives

Outstanding Derivatives

The following tables detail our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2024. There were no derivative instruments outstanding as of September 30, 2025.


($ In thousands)	December 31, 2024
Instrument	Number of Instruments	Fixed Rate	Notional		Index	Maturity
Forward-starting interest rate swap	4	3.5880%	$	200,000	USD-SOFR-OIS COMPOUND	March 27, 2035

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Settled Derivatives

We have entered into, and subsequently settled, the following forward-starting interest rate swap agreements 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 thousands)
Notes Offering	Settlement Period	Instrument	Number of Instruments	Notional Amount		Total Net Proceeds/(Payments)
April 2025 Notes	March 2025	Forward-starting interest rate swap	12	$	600,000	$	192
April 2025 Notes	March 2025	U.S. Treasury Rate Lock	3	150,000		1,575
December 2024 Notes	December 2024	Forward-starting interest rate swap	7	350,000		7,173
December 2024 Notes	December 2024	U.S. Treasury Rate Lock	5	300,000		(398)
March 2024 Notes	March 2024	Forward-starting interest rate swap	7	500,000		2,543
April 2022 Notes	April 2022	Forward-starting interest rate swap	5	2,500,000		202,289
April 2022 Notes	April 2022	U.S. Treasury Rate Lock	2	500,000		4,549

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2025		2024		2025		2024
Unrealized (loss) gain recorded in other comprehensive income	$	—	$	(2,714)	$	(5,949)	$	9,768
Reduction in interest expense related to the amortization of the forward-starting interest rate swaps and treasury locks	(6,389)		(6,100)		(19,120)		(18,530)

Net Investment Hedges

In connection with our foreign transactions in Canada and the United Kingdom, we currently have C$175.0 million and £16.5 million, respectively, outstanding on the Revolving Credit Facility, which funds 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 nine months ended September 30, 2025, we recognized $3.3 million in unrealized gains and $5.7 million in unrealized losses, respectively, related to such net investment hedges, and for the three and nine months ended September 30, 2024, we recognized $2.4 million in unrealized losses and $2.4 million in unrealized gains, respectively, related to such net investment hedges, which were recorded as a component of Foreign currency translation adjustments in the Statement of Operations.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 9 — Fair Value

The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of December 31, 2024. As of September 30, 2025, there were no assets or liabilities measured at fair value on a recurring basis.


	December 31, 2024
(In thousands)			Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:

Derivative instruments – forward-starting interest rate swaps (1)	$	7,717	$	—	$	7,717	$	—

(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 September 30, 2025 and December 31, 2024 for which fair value is only disclosed are as follows:


	September 30, 2025				December 31, 2024
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Investments in leases – financing receivables (1)	$	18,640,073	$	17,995,736	$	18,430,320	$	17,723,171
Investments in loans and securities (2)	2,432,999		2,329,042		1,651,533		1,575,856
Cash and cash equivalents	507,503		507,503		524,615		524,615

Financial liabilities:
Debt (3)
Revolving Credit Facility	$	147,906	$	147,906	$	148,846	$	148,846
MGM Grand/Mandalay Bay CMBS Debt	2,820,693		2,810,809		2,800,544		2,686,960
Senior Unsecured Notes	13,794,061		13,952,502		13,783,499		13,619,484

*(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.

*(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 September 30, 2025, we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows.

Lease Commitments

Operating Lease Commitments. We are liable under 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 in certain cases are or may be 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 September 30, 2025 and December 31, 2024:


(In thousands)	September 30, 2025		December 31, 2024
Other assets (operating lease and sub-leases right-of-use assets)	$	55,326	$	54,144
Other liabilities (operating lease and sub-lease liabilities)	55,028		53,822
Other assets (sales-type sub-leases, net) (1)	842,097		842,776
Other liabilities (finance sub-lease liabilities)	862,469		863,374

(1) As of September 30, 2025 and December 31, 2024, sales-type sub-leases are net of $20.4 million and $20.6 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 September 30,				Nine Months Ended September 30,
(In thousands)	2025		2024		2025		2024
Operating leases
Rental expense (1)	$	632	$	631	$	1,890	$	1,705
Contractual rent	260		254		846		1,109
Operating sub-leases
Rental income and expense (2)	1,801		1,712		5,363		5,137
Contractual rent	1,704		1,699		5,033		5,064
Finance sub-leases
Rental income and expense (2)	15,968		16,003		47,908		48,026
Contractual rent	17,751		17,757		49,400		49,266

(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 September 30, 2025 are as follows:


($ In thousands)	Operating Lease Commitments		Operating Sub-Lease Commitments		Financing Sub-Lease Commitments
2025 (remaining)	$	254	$	1,719	$	15,829
2026	2,772		7,014		65,233
2027	1,921		7,208		65,233
2028	2,813		6,470		65,295
2029	1,921		5,743		65,854
2030	2,916		2,436		66,028
Thereafter	17,909		8,679		2,627,864
Total minimum lease commitments	$	30,506	$	39,269	$	2,971,336
Discounting factor	9,076		5,671		2,108,867
Lease liability	$	21,430	$	33,598	$	862,469

Discount rates (1)	5.3% – 7.0%		2.6% – 5.8%		5.6% – 8.3%

Weighted average remaining lease term	11.4 years		6.8 years		51.0 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 September 30, 2025, 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. There were no marketed public offerings of our common stock during the three months ended September 30, 2025 and 2024.

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 we may sell shares of our common stock under the ATM Program through forward sale agreements. 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.

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

The following table summarizes our transactions under the ATM Program during the nine months ended September 30, 2025 and 2024, all of which were sold subject to forward sale agreements, which we refer to as ATM 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
March 2025 ATM Forward Sale Agreements	7,835,973	$	32.43	$	254,156	$	32.27	$	252,840
September 2024 ATM Forward Sale Agreement	1,996,483	33.82		67,516		33.10		66,091
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 ATM forward sale agreements. We determined that the ATM forward sale agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting. We recorded the ATM forward sale agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification.

As of September 30, 2025, we had approximately 7.8 million forward shares remaining to be settled under our ATM Program. The net forward sales price per share of forward shares sold under the ATM Program was $31.60 and would result in us receiving approximately $244.9 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 forward sale agreements, it would result in a cash payment of $7.8 million, or, if we were to net share settle the shares under the ATM forward sale agreements, it would result in us issuing approximately 240,462 shares of common stock.

Forward Settlement Activity

The following table summarizes our settlement activity of the outstanding forward shares under the ATM Program during the nine months ended September 30, 2025 and 2024.


($ In thousands)	Settlement Date	Settlement Type	Number of Shares Settled	Total Net Proceeds Upon Settlement
2025
ATM Forward Shares	July 1, 2025	Physical	9,662,116	$	295,966
ATM Forward Shares	August 11, 2025	Physical	2,439,256	$	79,761
2024
ATM Forward Shares	July 1, 2024	Physical	4,000,000	$	115,231

Common Stock Outstanding

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


	Nine Months Ended September 30,
Common Stock Outstanding	2025	2024
Beginning Balance January 1,	1,056,366,685	1,042,702,763

Issuance of common stock upon physical settlement of forward sale agreements	12,101,372	4,000,000


Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures	340,637	469,718
Ending Balance September 30,	1,068,808,694	1,047,172,481

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Distributions

Dividends declared (on a per share basis) during the nine months ended September 30, 2025 and 2024 were as follows:


Nine Months Ended September 30, 2025
Declaration Date	Record Date	Payment Date	Period	Dividend
March 6, 2025	March 20, 2025	April 3, 2025	January 1, 2025 – March 31, 2025	$	0.4325
June 5, 2025	June 18, 2025	July 10, 2025	April 1, 2025 – June 30, 2025	$	0.4325
September 4, 2025	September 18, 2025	October 9, 2025	July 1, 2025 – September 30, 2025	$	0.4500


Nine Months Ended September 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
September 5, 2024	September 18, 2024	October 3, 2024	July 1, 2024 – September 30, 2024	$	0.4325

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 September 30,		Nine Months Ended September 30,
(In thousands)	2025	2024	2025	2024
Determination of shares:
Weighted-average shares of common stock outstanding	1,067,254	1,046,627	1,059,871	1,043,922
Assumed conversion of restricted stock	779	681	613	467
Assumed settlement of forward sale agreements	337	1,031	248	508
Diluted weighted-average shares of common stock outstanding	1,068,369	1,048,338	1,060,732	1,044,897

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2025		2024		2025		2024
Basic:
Net income attributable to common stockholders	$	762,040	$	732,898	$	2,170,726	$	2,064,216
Weighted-average shares of common stock outstanding	1,067,254		1,046,627		1,059,871		1,043,922
Basic EPS	$	0.71	$	0.70	$	2.05	$	1.98

Diluted:
Net income attributable to common stockholders	$	762,040	$	732,898	$	2,170,726	$	2,064,216
Diluted weighted-average shares of common stock outstanding	1,068,369		1,048,338		1,060,732		1,044,897
Diluted EPS	$	0.71	$	0.70	$	2.05	$	1.98

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 September 30,		Nine Months Ended September 30,
(In thousands)	2025	2024	2025	2024
Determination of units:
Weighted-average units outstanding	1,079,485	1,058,858	1,072,102	1,056,153
Assumed conversion of VICI restricted stock	779	681	613	467
Assumed settlement of VICI forward sale agreements	337	1,031	248	508
Diluted weighted-average units outstanding	1,080,601	1,060,570	1,072,963	1,057,129

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per unit data)	2025		2024		2025		2024
Basic:
Net income attributable to partners	$	770,281	$	741,519	$	2,190,024	$	2,081,840
Weighted-average units outstanding	1,079,485		1,058,858		1,072,102		1,056,153
Basic EPU	$	0.71	$	0.70	$	2.04	$	1.97

Diluted:
Net income attributable to partners	$	770,281	$	741,519	$	2,190,024	$	2,081,840
Weighted-average units outstanding	1,080,601		1,060,570		1,072,963		1,057,129
Diluted EPU	$	0.71	$	0.70	$	2.04	$	1.97

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 September 30, 2025, approximately 9.0 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 September 30,				Nine Months Ended September 30,
(In thousands)	2025		2024		2025		2024
Stock-based compensation expense	$	4,415	$	4,601	$	11,758	$	12,973

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


	Nine Months Ended September 30, 2025
	Incentive and Time-Based Restricted Stock			Performance-Based Restricted Stock Units
(In thousands, except per share/unit data)	Shares	Weighted Average Grant Date Fair Value		Units	Weighted Average Grant Date Fair Value
Outstanding at beginning of period	527	$	24.37	908	$	25.60
Granted	276	30.40		341	34.82
Vested	(209)	30.17		(189)	29.01
Forfeited	(126)	30.44		(184)	29.51
Canceled	—	—		—	—
Outstanding at end of period	468	$	30.55	876	$	32.51

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)


	Nine Months Ended September 30, 2024
	Incentive and Time-Based Restricted Stock			Performance-Based Restricted Stock Units
(In thousands, except per share/unit data)	Shares	Weighted Average Grant Date Fair Value		Units	Weighted Average Grant Date Fair Value
Outstanding at beginning of period	473	$	27.44	766	$	28.28
Granted	286	23.88		531	27.32
Vested	(175)	29.73		(244)	34.27
Forfeited	(55)	29.91		(141)	32.16
Canceled	—	—		—	—
Outstanding at end of period	529	$	24.50	912	$	25.52

As of September 30, 2025, there was $23.8 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.

Note 14 — Segment Information

Our operations consist of real estate investment activities, which represent substantially all of our business. Accordingly, all of our operations have been considered to represent one operating segment and one reportable segment. Our CODM is Edward B. Pitoniak, our CEO, who assesses the performance of our Company using consolidated Net income.

On a monthly basis, the CODM reviews the consolidated income statement, including the primary drivers of changes against the prior period, which allows him to actively monitor and review our revenues and expenses. Given the relatively predictable nature of our cash flows due to the net lease structure of our real estate portfolio, the CODM’s primary focus when reviewing the consolidated income statement is monitoring changes in the line items in the Statement of Operations as compared to the prior period and to evaluate total general and administrative expenses against the Company’s approved budget. The CODM does not review assets at a different asset level or category than the amounts disclosed in the consolidated balance sheet.

Previous: Cover and table of contents · Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations