Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial position and operating results of VICI Properties Inc. and VICI Properties L.P. for the three months ended March 31, 2026 should be read in conjunction with the Financial Statements and related notes thereto and other financial information contained elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the year ended December 31, 2025, which were included in our Annual Report on Form 10-K for the year ended December 31, 2025**. All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Quarterly Report on Form 10-Q.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q, including statements such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” or similar expressions, constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are based on our current plans, expectations and projections about future events. We therefore caution you against relying on any of these forward-looking statements. They give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed in or implied by such forward-looking statements.
The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance and achievements could differ materially from those set forth in the forward-looking statements and may be affected by a variety of risks and other factors, including, among others: the impact of changes in general economic conditions and market developments; the financial condition and performance of our tenants, borrowers, and their affiliates, and our dependence on them for substantially all of our revenues (including our tenants’ renewal of the respective lease agreements following the initial or subsequent terms); the performance of the gaming and other experiential industries in which our tenants and borrowers operate, and our dependence on the gaming industry and Las Vegas in particular; our ability to successfully pursue and consummate acquisitions and investments, and realize the anticipated benefits thereof; the impact of extensive regulation from gaming and other regulatory authorities; our substantial indebtedness and ability to service, refinance and fulfill our obligations thereunder, and our ability to make distributions to stockholders; our ability to maintain our qualification for taxation as a REIT; and additional operational, legal and external risks. The foregoing list is intended to identify certain of the principal factors that could cause actual results to differ materially from those described in the forward-looking statements and is not intended to be exhaustive. For a more complete discussion of the risks and uncertainties that may affect our business, see "Risk Factors" in our most recent Annual Report on Form 10-K and subsequent filings with the SEC.
Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements. All forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and the risk that actual results, performance and achievements will differ materially from the expectations expressed herein will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in forward-looking statements, the inclusion of such forward-looking statements should not be regarded as a representation by us.
OVERVIEW
We are primarily engaged in the business of owning and acquiring gaming, hospitality, wellness, entertainment and leisure destinations, subject to long-term triple-net leases. We own 93 experiential assets across a geographically diverse portfolio consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort, three of the most iconic entertainment facilities on the Las Vegas Strip. Our 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. Across approximately 127 million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in twenty-six states and
Canada, contain approximately 60,300 hotel rooms and feature over 500 restaurants, bars, nightclubs and sportsbooks. As of March 31, 2026, our properties are 100% leased with a weighted average lease term based on contractual rent, including extension options, of approximately 39.5 years.
We also have a growing array of real estate and financing partnerships with leading developers and operators in other experiential sectors, including Cabot, Cain, Canyon Ranch, Chelsea Piers, Great Wolf Resorts, Homefield, Kalahari Resorts and Lucky Strike Entertainment. This portfolio includes certain real estate debt investments that were originated for strategic purposes, including (i) the potential to convert our investment into the ownership of the underlying real estate, (ii) the opportunity to develop relationships with owners and operators that may lead to other investments in experiential asset classes that fit within our investment criteria and objectives, and (iii) the ability to make investments in experiential asset classes outside of gaming with a goal of increasing our investment activity in these asset classes over time. In addition, we own approximately 33 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars, which we may look to monetize as appropriate. VICI also owns four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.
Our portfolio is competitively positioned and well-maintained. Pursuant to the terms of our lease agreements, which require our tenants to invest in our properties, and in line with our tenants’ commitment to build guest loyalty, we anticipate our tenants will continue to make strategic value-enhancing investments in our properties over time, helping to maintain their competitive position. Our long-term triple-net leases provide our tenants with complete control over management at our leased properties, including sole responsibility for all operations and related expenses, including property taxes, insurance and maintenance, repair, improvement and other capital expenditures, as well as over the implementation of environmental sustainability and other initiatives.
We conduct our operations as a REIT for U.S. federal income tax purposes. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute substantially all of our net taxable income to stockholders and maintain our qualification as a REIT. We believe VICI’s election of REIT status, combined with the income generation from the lease agreements and loans, will enhance our ability to make distributions to our stockholders, providing investors with current income as well as long-term growth, subject to the macroeconomic environment, other global events and market conditions more broadly. We conduct our real property business through VICI OP and our golf course business through a TRS, VICI Golf.
The financial information included in this Quarterly Report on Form 10-Q is our consolidated results (including the real property business and the golf course business) for the three months ended March 31, 2026.
Impact of Material Trends on Our Business
The macroeconomic environment has introduced significant uncertainty and heightened risk for businesses, including us and our tenants, including the impact of changing interest rates, inflationary and recessionary threats, geopolitical and regulatory uncertainty, and increased cost of capital. Our tenants also face additional challenges, including potential changes in consumer confidence levels, behavior and spending, increasing competition from a variety of sources, and increased operational expenses, such as with respect to the impact of tariffs or trade barriers, labor, insurance or energy costs. As a triple-net lessor, increased operational expenses at our leased properties are borne by our tenants and do not directly impact their rent obligations (other than with respect to underlying inflation as applied to the CPI-based escalators described below) or other obligations under our lease agreements. Similarly, our borrowers are responsible for operating their businesses, subject to compliance with the terms of our loan agreements.
As part of our ongoing portfolio and asset management function, we monitor our tenants' and borrowers' financial performance on an ongoing basis. Financial underperformance or operating challenges experienced by any of our tenants or borrowers, whether driven by competitive dynamics, strategic decisions, or broader industry or macroeconomic conditions, may adversely affect their ability to fulfill their contractual obligations under our lease and loan agreements. The full extent to which the trends described herein adversely affect our tenants and borrowers, the industries in which they operate, and/or ultimately impact our business depends on future developments that cannot be predicted with confidence, including our tenants' and borrowers' business strategy and financial performance, the direct and indirect effects of the trends discussed in this section and the impact of any future measures taken in response to such trends.
For more information, refer to the sections entitled “Key Trends That May Affect Our Business” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and as updated from time to time in our other filings with the SEC.
SIGNIFICANT ACTIVITIES DURING 2026
Acquisition and Leasing Activity
- Gamehost Transaction. On March 30, 2026, we announced an agreement to acquire the real estate assets of the Gamehost Portfolio, comprised of Deerfoot Inn & Casino, Great Northern Casino and two limited-service hotels that are adjacent to Great Northern Casino, located in Alberta, Canada, in connection with the pending PURE Gamehost Acquisition, for an aggregate purchase price of C$200.6 million (approximately US$144.4 million based on the exchange rate at the time of the announcement).
Simultaneous with the closing of the PURE Gamehost Acquisition, the Gamehost Portfolio will be added to the existing PURE Master Lease and annual rent will increase by C$16.1 million (US$11.6 million based on the exchange rate at the time of the announcement). The Gamehost Portfolio rent will escalate at 1.0% on February 1 following the first full 12 months post-closing (in line with the timing of the PURE Master Lease escalation), and escalation will conform to the PURE Master Lease thereafter at the greater of 1.5% or the change in Canadian CPI (capped at 2.5%). Additionally, the term of the PURE Master Lease will be extended such that, upon closing of the PURE Gamehost Acquisition, the PURE Master Lease will have a full 25 years remaining in the initial lease term, with four 5-year tenant renewal options. The tenant’s obligations under the PURE Master Lease will continue to be guaranteed by Indigenous Gaming Partners Inc.
The transaction is subject to customary regulatory approvals and closing conditions and is expected to close in mid-2026.
- Northfield Park Severance Lease*.* On April 21, 2026, we entered into the Northfield Park Lease with an affiliate of Clairvest with respect to Northfield Park, located in Northfield, Ohio, in connection with MGM’s previously announced agreement to sell the operations of Northfield Park to an affiliate of Clairvest. In connection with the closing, we entered into an amendment to the existing MGM Master Lease in order to account for MGM’s divestiture of the operations of Northfield Park and to reduce the annual base rent under the MGM Master Lease by the initial base rent under the Northfield Park Lease. The Northfield Park Lease has an initial annual base rent of $53.0 million. The Northfield Park Lease has a 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 on May 1st each year, which for the avoidance of doubt, commences on May 1, 2026 (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 is guaranteed by an affiliate of funds managed by Clairvest that owns the operations of Northfield Park with additional credit support provided by financial covenants within the lease.
Pending Transactions
- Golden Entertainment Transaction. On November 6, 2025, we entered into an agreement to acquire 100% of the land, real property and improvements of the Golden Portfolio from Golden Entertainment for $1.16 billion and to enter into the triple-net Golden Entertainment Master Lease with Golden OpCo, a newly formed entity owned and controlled by Blake L. Sartini, current chairman and chief executive officer of Golden Entertainment, that will acquire the operating business of Golden Entertainment in connection with the closing of the transaction. The Golden Portfolio includes: The STRAT Hotel, Casino & Tower on the North Las Vegas Strip; Arizona Charlie’s Decatur and Arizona Charlie’s Boulder in the Las Vegas Locals market; Aquarius Casino Resort and Edgewater Casino Resort in Laughlin, Nevada; and Pahrump Nugget Hotel & Casino and Lakeside RV Park & Casino in Pahrump, Nevada. The Golden Entertainment Master Lease will have an initial total annual rent of $87.0 million and an initial term of 30 years, with four 5-year tenant renewal options. Rent under the Golden Entertainment Master Lease will escalate annually at 2.0% beginning in Lease Year 3. The obligations of Golden OpCo under the Golden Entertainment Master Lease will be guaranteed by a holding company that is owned and controlled by Mr. Sartini and owns all of the gaming and operating assets formerly owned by Golden Entertainment, with additional credit support provided by financial covenants within the lease.
Pursuant to the terms of the master transaction agreement governing the transaction, Golden Entertainment shareholders will receive approximately 24.3 million shares of newly issued VICI stock in exchange for the outstanding shares of Golden Entertainment stock upon closing, which represents an agreed-upon exchange ratio of 0.902 shares of VICI’s common stock per share of Golden Entertainment’s common stock based on VICI’s 10-day volume weighted average price as of November 5, 2025, as well as cash consideration that is payable by an affiliate of
the Golden OpCo. In connection with the transaction, we will assume and immediately retire Golden Entertainment’s outstanding $426.0 million of debt.
On April 23, 2026, we announced that all gaming regulatory and shareholder approvals have been met and the transaction is expected to close on or around April 30, 2026, subject to the satisfaction of remaining customary closing conditions.
Real Estate Debt Investment Activity
- One Beverly Hills Mezzanine Loan. On March 23, 2026, we provided a $1.5 billion mezzanine loan that is subordinate to a $2.8 billion senior loan commitment led by J.P. Morgan as part of the construction financing for One Beverly Hills, a landmark 17.5-acre luxury experiential lifestyle hub in Beverly Hills, California. The mezzanine loan represents a $1.05 billion incremental commitment beyond our previous $450.0 million investment in the project, which was repaid in connection with the refinancing. 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 includes 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 2028.
The mezzanine loan has an initial term of 4 years with one 12-month extension option, subject to certain conditions, and will be deployed over the course of the initial term. Upon the closing of the transaction, we deployed an initial funding of $650.0 million. We have funded and intend to continue to fund the investment with cash on hand.
The following table summarizes our real estate debt investment activity (each as defined in the column titled “Real Estate Debt Investment”) for the three months ended March 31, 2026:
| (In millions) | ||||||||||||||||||||
| Real Estate Debt Investment | Investment Type | Maximum Principal Amount | Collateral | |||||||||||||||||
| One Beverly Hills Loan | Mezzanine | $ | 1,500.0 | Luxury experiential lifestyle hub in Beverly Hills, California | ||||||||||||||||
| Chelsea Piers Stamford Loan | Senior Secured Loan | 10.0 | Certain equipment of the fitness club in Stamford, Connecticut | |||||||||||||||||
| Chelsea Piers Jersey City Loan | Senior Secured Loan | 6.0 | Certain equipment of the fitness club in Jersey City, New Jersey | |||||||||||||||||
| Total | $ | 1,516.0 |
Financing and Capital Markets Activity
- Forward-Starting Interest Rate Swaps.** During the three months ended March 31, 2026, we entered into nine forward-starting interest rate swap agreements for an aggregate notional amount of $450.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance of senior unsecured notes expected to be issued in connection with the refinancing of our senior unsecured notes maturing in September and December 2026.
RESULTS OF OPERATIONS
The results of operations discussion of VICI and VICI LP are presented combined as there are no material differences between the two reporting entities. Further, Golf revenues and Golf expenses, which are wholly attributable to VICI and not VICI LP, are shown as separate line items in the Statement of Operations of VICI.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | Variance | ||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||
| Income from sales-type leases | $ | 536,717 | $ | 528,604 | $ | 8,113 | |||||||||||||||||||||||||||||
| Income from lease financing receivables, loans and securities | 451,953 | 426,480 | 25,473 | ||||||||||||||||||||||||||||||||
| Other income | 18,899 | 19,513 | (614) | ||||||||||||||||||||||||||||||||
| Golf revenues | 10,952 | 9,607 | 1,345 | ||||||||||||||||||||||||||||||||
| Total revenues | 1,018,521 | 984,204 | 34,317 | ||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||
| General and administrative | 15,976 | 14,860 | 1,116 | ||||||||||||||||||||||||||||||||
| Depreciation | 967 | 996 | (29) | ||||||||||||||||||||||||||||||||
| Other expenses | 18,899 | 19,513 | (614) | ||||||||||||||||||||||||||||||||
| Golf expenses | 6,469 | 6,352 | 117 | ||||||||||||||||||||||||||||||||
| Change in allowance for credit losses | (118,775) | 186,957 | (305,732) | ||||||||||||||||||||||||||||||||
| Transaction and acquisition expenses | 167 | 45 | 122 | ||||||||||||||||||||||||||||||||
| Total expenses | (76,297) | 228,723 | (305,020) | ||||||||||||||||||||||||||||||||
| Interest expense | (209,362) | (209,251) | (111) | ||||||||||||||||||||||||||||||||
| Interest income | 4,493 | 3,697 | 796 | ||||||||||||||||||||||||||||||||
| Other losses | (21) | (118) | 97 | ||||||||||||||||||||||||||||||||
| Income before income taxes | 889,928 | 549,809 | 340,119 | ||||||||||||||||||||||||||||||||
| (Provision for) benefit from income taxes | (3,974) | 2,456 | (6,430) | ||||||||||||||||||||||||||||||||
| Net income | 885,954 | 552,265 | 333,689 | ||||||||||||||||||||||||||||||||
| Less: Net income attributable to non-controlling interests | (13,564) | (8,658) | (4,906) | ||||||||||||||||||||||||||||||||
| Net income attributable to common stockholders | $ | 872,390 | $ | 543,607 | $ | 328,783 |
Revenue
For the three months ended March 31, 2026 and 2025, our revenue was comprised of the following items:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | Variance | ||||||||||||||||||||||||||||||||
| Leasing revenue | $ | 927,157 | $ | 912,542 | $ | 14,615 | |||||||||||||||||||||||||||||
| Income from loans and securities | 61,513 | 42,542 | 18,971 | ||||||||||||||||||||||||||||||||
| Other income | 18,899 | 19,513 | (614) | ||||||||||||||||||||||||||||||||
| Golf revenues | 10,952 | 9,607 | 1,345 | ||||||||||||||||||||||||||||||||
| Total revenues | $ | 1,018,521 | $ | 984,204 | $ | 34,317 |
Leasing Revenue
The following table details the components of our income from sales-type and financing receivables leases:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | Variance | ||||||||||||||||||||||||||||||||
| Income from sales-type leases | $ | 536,717 | $ | 528,603 | $ | 8,114 | |||||||||||||||||||||||||||||
| Income from lease financing receivables (1) | 390,440 | 383,938 | 6,502 | ||||||||||||||||||||||||||||||||
| Total leasing revenue | 927,157 | 912,542 | 14,615 | ||||||||||||||||||||||||||||||||
| Non-cash adjustment (2) | (130,071) | (132,101) | 2,030 | ||||||||||||||||||||||||||||||||
| Total contractual leasing revenue | $ | 797,086 | $ | 780,441 | $ | 16,645 |
(1) Represents our asset acquisitions structured as sale leaseback transactions. In accordance with ASC 842, since the lease agreements were determined to meet the definition of a sales-type lease and control of the asset is not considered to have transferred to us, such lease agreements are accounted for as financings under ASC 310.
(2) Amounts represent the non-cash adjustment to income from sales-type leases and lease financing receivables in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases.
Leasing revenue is generated from rent from our lease agreements. Total leasing revenue increased $14.6 million during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Total contractual leasing revenue increased $16.6 million during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increases were primarily driven by the annual rent escalators from certain of our lease agreements.
Income From Loans and Securities
Income from loans and securities increased $19.0 million during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily driven by the origination and subsequent funding, as applicable, of our debt investments and the related interest income from the increased principal balances outstanding under such debt investments.
Expenses
For the three months ended March 31, 2026 and 2025, our operating expenses were comprised of the following items:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | Variance | ||||||||||||||||||||||||||||||||
| General and administrative | $ | 15,976 | $ | 14,860 | $ | 1,116 | |||||||||||||||||||||||||||||
| Depreciation | 967 | 996 | (29) | ||||||||||||||||||||||||||||||||
| Other expenses | 18,899 | 19,513 | (614) | ||||||||||||||||||||||||||||||||
| Golf expenses | 6,469 | 6,352 | 117 | ||||||||||||||||||||||||||||||||
| Change in allowance for credit losses | (118,775) | 186,957 | (305,732) | ||||||||||||||||||||||||||||||||
| Transaction and acquisition expenses | 167 | 45 | 122 | ||||||||||||||||||||||||||||||||
| Total expenses | $ | (76,297) | $ | 228,723 | $ | (305,020) |
General and Administrative Expenses
General and administrative expenses increased $1.1 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily driven by an increase in compensation, including stock-based compensation.
Change in Allowance for Credit Losses
Change in allowance for credit losses decreased $305.7 million during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily as a result of positive changes in the macroeconomic forecast and changes to the reasonable and supportable period, or R&S Period, probability of default, or PD, and loss given default, or LGD, of our existing tenants and their parent guarantors (as applicable) due to market performance during the period, partially offset by a higher initial allowance on the debt investment activity. Refer to Note 5 - Allowance for Credit Losses for further details.
Other Income and Expenses
For the three months ended March 31, 2026 and 2025, our other income and expenses were comprised of the following items:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | Variance | ||||||||||||||||||||||||||||||||
| Interest expense | $ | (209,362) | $ | (209,251) | $ | (111) | |||||||||||||||||||||||||||||
| Interest income | 4,493 | 3,697 | 796 | ||||||||||||||||||||||||||||||||
| Other losses | (21) | (118) | 97 |
Interest Expense
Interest expense increased $0.1 million during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily driven by an increase in the weighted average annualized interest rate of our debt, net of the impact of the forward-starting interest rate swaps and treasury locks for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, as a result of a higher effective interest rate on the April 2025 Notes as compared to the debt that was refinanced by such notes, partially offset by lower amortization of noncash original issue discount and lower average debt outstanding during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
RECONCILIATION OF NON-GAAP MEASURES
We present VICI’s Funds From Operations (“FFO”), FFO per share, Adjusted Funds From Operations (“AFFO”), AFFO per share, and Adjusted EBITDA, which are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). These are non-GAAP financial measures and should not be construed as alternatives to net income or as an indicator of operating performance (as determined in accordance with GAAP). We believe FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of VICI’s business.
FFO is a non-GAAP financial measure that is considered a supplemental measure for the real estate industry and a supplement to GAAP measures. Consistent with the definition used by the National Association of Real Estate Investment Trusts (Nareit), we define FFO as VICI’s net income (or loss) attributable to common stockholders (computed in accordance with GAAP) excluding (i) gains (or losses) from sales of certain real estate assets, (ii) depreciation and amortization related to real estate, (iii) gains and losses from change in control and (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.
AFFO is a non-GAAP financial measure that we use as a supplemental operating measure to evaluate VICI’s performance. We calculate VICI’s AFFO by adding or subtracting from FFO non-cash leasing and financing adjustments, non-cash change in allowance for credit losses, non-cash stock-based compensation expense, transaction costs incurred in connection with the acquisition of real estate investments, amortization of debt issuance costs and original issue discount, other non-cash interest expense, non-real estate depreciation (which is comprised of the depreciation related to our golf course operations), capital expenditures (which are comprised of additions to property, plant and equipment related to our golf course operations), impairment charges related to non-depreciable real estate, gains (or losses) on debt extinguishment and interest rate swap settlements, other gains (or losses), deferred income tax expenses and benefits, other non-recurring non-cash transactions and non-cash adjustments attributable to non-controlling interests with respect to certain of the foregoing.
We calculate VICI’s Adjusted EBITDA by adding or subtracting from AFFO contractual interest expense (including the impact of the forward-starting interest rate swaps and treasury locks) and interest income (collectively, interest expense, net), current income tax expense and adjustments attributable to non-controlling interests.
These non-GAAP financial measures: (i) do not represent VICI’s cash flow from operations as defined by GAAP; (ii) should not be considered as an alternative to VICI’s net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to VICI’s cash flow as a measure of liquidity. In addition, these measures should not be viewed as measures of liquidity, nor do they measure our ability to fund all of our cash needs, including our ability to make cash distributions to our stockholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of VICI’s financial results in accordance with GAAP.
Reconciliation of VICI’s Net Income to FFO, FFO per Share, AFFO, AFFO per Share and Adjusted EBITDA
| Three Months Ended March 31, | |||||||||||||||||||||||
| (In thousands, except share data and per share data) | 2026 | 2025 | |||||||||||||||||||||
| Net income attributable to common stockholders | $ | 872,390 | $ | 543,607 | |||||||||||||||||||
| Real estate depreciation | — | — | |||||||||||||||||||||
| FFO attributable to common stockholders | 872,390 | 543,607 | |||||||||||||||||||||
| Non-cash leasing and financing adjustments | (130,032) | (132,047) | |||||||||||||||||||||
| Non-cash change in allowance for credit losses | (118,775) | 186,957 | |||||||||||||||||||||
| Non-cash stock-based compensation | 4,125 | 2,904 | |||||||||||||||||||||
| Transaction and acquisition expenses | 167 | 45 | |||||||||||||||||||||
| Amortization of debt issuance costs and original issue discount | 17,283 | 18,771 | |||||||||||||||||||||
| Other depreciation | 836 | 867 | |||||||||||||||||||||
| Capital expenditures | (629) | (132) | |||||||||||||||||||||
| Other losses (1) | 21 | 118 | |||||||||||||||||||||
| Deferred income tax provision (benefit) | 2,106 | (3,976) | |||||||||||||||||||||
| Non-cash adjustments attributable to non-controlling interests | 3,415 | (1,132) | |||||||||||||||||||||
| AFFO attributable to common stockholders | 650,907 | 615,982 | |||||||||||||||||||||
| Interest expense, net | 187,586 | 186,783 | |||||||||||||||||||||
| Current income tax expense | 1,868 | 1,520 | |||||||||||||||||||||
| Adjustments attributable to non-controlling interests | (2,135) | (2,149) | |||||||||||||||||||||
| Adjusted EBITDA attributable to common stockholders | $ | 838,226 | $ | 802,136 | |||||||||||||||||||
| Net income per common share | |||||||||||||||||||||||
| Basic | $ | 0.82 | $ | 0.51 | |||||||||||||||||||
| Diluted | $ | 0.82 | $ | 0.51 | |||||||||||||||||||
| FFO per common share | |||||||||||||||||||||||
| Basic | $ | 0.82 | $ | 0.51 | |||||||||||||||||||
| Diluted | $ | 0.82 | $ | 0.51 | |||||||||||||||||||
| AFFO per common share | |||||||||||||||||||||||
| Basic | $ | 0.61 | $ | 0.58 | |||||||||||||||||||
| Diluted | $ | 0.61 | $ | 0.58 | |||||||||||||||||||
| Weighted average number of shares of common stock outstanding | |||||||||||||||||||||||
| Basic | 1,068,399,427 | 1,056,012,414 | |||||||||||||||||||||
| Diluted | 1,068,527,584 | 1,056,432,790 |
*(1)*Represents non-cash foreign currency remeasurement adjustments.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
As of March 31, 2026, our available cash and cash-equivalents balance, capacity under our Revolving Credit Facility and proceeds available from outstanding forward sale agreements were as follows:
| (In thousands) | March 31, 2026 | ||||
| Cash and cash equivalents | $ | 480,206 | |||
| Capacity under Revolving Credit Facility (1) | 2,359,606 | ||||
| Net proceeds available from settlement of Forward Sale Agreements (2) | 241,589 | ||||
| Total | $ | 3,081,401 |
*(1)*In addition, the Credit Agreement 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.
*(2)*Assumes the physical settlement of the 7,750,000 shares remaining to be settled as of March 31, 2026 under our ATM forward sale agreements at a forward sales price of $31.17, calculated as of March 31, 2026. Subsequent to quarter-end, on April 29, 2026, we physically settled the 7,750,000 shares outstanding under the ATM Program in exchange for total net settlement proceeds of approximately $242.1 million.
We believe that we have sufficient liquidity to meet our material cash requirements, including our contractual obligations, debt maturities and commitments as well as our additional funding requirements, primarily through currently available cash and cash equivalents, cash received under our lease agreements, existing borrowings from banks, including our undrawn capacity under our Revolving Credit Facility, net proceeds available under our outstanding forward sale agreements, and proceeds from any future issuances of debt and equity securities (including issuances under the ATM Program or any future “at-the-market” program) for the next 12 months and in future periods.
All of our lease agreements call for an initial term of between fifteen and thirty-two years with additional tenant renewal options and, along with our loans, are designed to provide us with a reliable and predictable long-term revenue stream. Our cash flows from operations and our ability to access capital resources could be adversely affected due to uncertain economic factors and volatility in the financial and credit markets, including as a result of the current interest rate environment, inflationary pressures, equity market volatility, and changes in consumer behavior and spending. In particular, we can provide no assurances that our tenants will not default on their leases or fail to make full rental payments if their businesses become challenged due to, among other things, current or future adverse economic conditions. See “Overview — Impact of Material Trends on our Business” above for additional detail. In the event our tenants are unable to make all of their contractual rent payments as provided by our lease agreements, we believe we have sufficient liquidity from the other sources discussed above to meet all of our contractual obligations for a significant period of time. For more information, refer to the risk factors incorporated by reference into Part II. Item 1A. Risk Factors herein from our Annual Report on Form 10-K for the year ended December 31, 2025.
Our ability to raise funds through the issuance of debt and equity securities and access to other third-party sources of capital in the future will be dependent on, among other things, general economic conditions, general market conditions for REITs and investment grade issuers, market perceptions, the trading price of our stock, the trading value of our unsecured debt and uncertainties related to the macroeconomic environment. We will continue to analyze which sources of capital are most advantageous to us at any particular point in time and with respect to any specific funding requirements, but financing through the capital markets may not be consistently available on terms we deem attractive, or at all.
Material Cash Requirements
Contractual Obligations
Our short-term obligations consist primarily of regular interest payments on our debt obligations, dividends to our common stockholders, distributions to the VICI OP Unit holders, Lucky Strike OP Units holders and to the 20% third-party owners of Harrah’s Joliet LandCo LLC, normal recurring operating expenses, recurring expenditures for corporate and administrative needs, certain lease and other contractual commitments related to our golf operations and certain non-recurring expenditures. For more information on our material contractual commitments, refer to Note 10 - Commitments and Contingent Liabilities.
Our long-term obligations consist primarily of principal payments on our outstanding debt obligations and future funding commitments under our lease and loan agreements. As of March 31, 2026, we had $17.1 billion of debt obligations outstanding,
of which $500.0 million matures on September 1, 2026, $1.25 billion matures on December 1, 2026, $750.0 million matures on February 1, 2027 and $750.0 million matures on February 15, 2027. For a summary of principal debt balances and their maturity dates and principal terms, refer to Note 7 - Debt. For a summary of our future funding commitments under our loan portfolio, refer to Note 4 - Real Estate Portfolio.
Pursuant to our lease agreements, capital expenditures, insurance and taxes for our properties are the responsibility of the tenants. Minimum capital expenditure spending requirements of the tenants pursuant to our gaming lease agreements are described in Note 4 - Real Estate Portfolio.
Information concerning our material contractual obligations and commitments to make future payments under contracts such as our indebtedness, future funding commitments under our loans, and future contractual operating commitments (such as future lease payments under our corporate lease) are included in the following table as of March 31, 2026. Amounts in this table omit, among other things, non-contractual commitments and items such as dividends and recurring or non-recurring operating expenses and other expenditures, including acquisitions and other investments:
| Payments Due By Period | |||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Total | 2026 (remaining) | 2027 | 2028 | 2029 | 2030 and Thereafter | |||||||||||||||||||||||||||||||||||
| Long-term debt, principal | |||||||||||||||||||||||||||||||||||||||||
| Senior Unsecured Notes | $ | 13,950,000 | $ | 1,750,000 | $ | 1,500,000 | $ | 2,000,000 | $ | 1,750,000 | $ | 6,950,000 | |||||||||||||||||||||||||||||
| MGM Grand/Mandalay Bay CMBS Debt | 3,000,000 | — | — | — | — | 3,000,000 | |||||||||||||||||||||||||||||||||||
| Revolving Credit Facility | 140,394 | — | — | — | 140,394 | — | |||||||||||||||||||||||||||||||||||
| Scheduled interest payments (1) | 5,072,724 | 556,029 | 684,179 | 601,867 | 532,316 | 2,698,333 | |||||||||||||||||||||||||||||||||||
| Total debt contractual obligations | 22,163,118 | 2,306,029 | 2,184,179 | 2,601,867 | 2,422,710 | 12,648,333 | |||||||||||||||||||||||||||||||||||
| Future funding commitments, leases and contracts (2) | |||||||||||||||||||||||||||||||||||||||||
| Future funding commitments – loan investments (3) | 1,420,024 | 890,278 | 231,637 | 136,584 | 150,541 | 10,984 | |||||||||||||||||||||||||||||||||||
| Golf course operating lease and contractual commitments | 37,307 | 1,648 | 2,241 | 2,286 | 2,331 | 28,801 | |||||||||||||||||||||||||||||||||||
| Corporate office leases | 14,921 | 1,307 | 871 | 1,742 | 828 | 10,173 | |||||||||||||||||||||||||||||||||||
| Total future funding commitments, leases and contracts | 1,472,252 | 893,233 | 234,749 | 140,612 | 153,700 | 49,958 | |||||||||||||||||||||||||||||||||||
| Total contractual commitments | $ | 23,635,370 | $ | 3,199,262 | $ | 2,418,928 | $ | 2,742,479 | $ | 2,576,410 | $ | 12,698,291 |
(1) Estimated interest payments on variable interest debt under our Revolving Credit Facility are based on the applicable CORRA and SONIA rates as of March 31, 2026.
(2) Excludes ground and use leases which are paid directly by our tenants to the primary lease holder.
(3) The allocation of our future funding commitments is based on construction draw schedules, commitment funding dates, expiration dates or other information, as applicable; however, we may be obligated to fund these commitments earlier than such applicable date.
Additional Funding Requirements
In addition to the contractual obligations and commitments set forth in the table above, we have and may enter into additional agreements that commit us to potentially acquire properties in the future, fund future property improvements or otherwise provide capital to our tenants, borrowers and other counterparties, including through our Partner Property Growth Fund strategy. As of March 31, 2026, we had $300.0 million of additional potential future funding commitments in connection with the Venetian Capital Investment entered into on May 1, 2024, pursuant to which the tenant has the option, but not the obligation, to draw such future funds, prior to November 1, 2026. The utilization of funding commitments under the Partner Property Growth Fund strategy, as well as the total funding ultimately provided under such arrangements, is at the discretion of the respective tenant and will be dependent upon independent decisions made by such tenant with respect to any capital improvement projects and the source of funds for such projects.
Cash Flow Analysis
The table below summarizes our cash flows for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | ||||||||||||||||||||
| (In thousands) | 2026 | 2025 | Variance | |||||||||||||||||
| Cash, cash equivalents and restricted cash | ||||||||||||||||||||
| Provided by operating activities | $ | 631,864 | $ | 591,859 | $ | 40,005 | ||||||||||||||
| Used in investing activities | (222,903) | (385,581) | 162,678 | |||||||||||||||||
| Used in financing activities | (492,084) | (396,762) | (95,322) | |||||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (150) | 186 | (336) | |||||||||||||||||
| Net decrease in cash, cash equivalents and restricted cash | (83,273) | (190,298) | 107,025 | |||||||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 563,479 | 524,615 | 38,864 | |||||||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 480,206 | $ | 334,317 | $ | 145,889 |
Cash Flows from Operating Activities
Net cash provided by operating activities increased $40.0 million for the three months ended March 31, 2026 compared with the three months ended March 31, 2025. The increase was primarily driven by the receipt of payment-in-kind interest, the annual rent escalators from our lease agreements and incremental interest income from additional loan fundings.
Cash Flows from Investing Activities
Net cash used in investing activities decreased $162.7 million for the three months ended March 31, 2026 compared with the three months ended March 31, 2025.
During the three months ended March 31, 2026, the primary sources and uses of cash from investing activities included:
-
Disbursements to fund investments in our loan and securities portfolio in the amount of $734.5 million;
-
Principal repayments of loans and receipts of deferred fees in the amount of $468.6 million; and
-
Maturities of short-term investments of $44.5 million.
During the three months ended March 31, 2025, the primary sources and uses of cash from investing activities included:
- Disbursements to fund investments in our loan and securities portfolio in the amount of $385.4 million.
Cash Flows from Financing Activities
Net cash used in financing activities increased $95.3 million for the three months ended March 31, 2026, compared with the three months ended March 31, 2025.
During the three months ended March 31, 2026, the primary sources and uses of cash in financing activities included:
-
Dividend payments of $481.4 million;
-
Distributions of $8.3 million to non-controlling interests; and
-
Repurchase of shares of common stock for tax withholding in connection with the vesting of employee stock compensation of $2.3 million.
During the three months ended March 31, 2025, the primary sources and uses of cash from financing activities included:
-
Dividend payments of $459.0 million;
-
Draws of $248.4 million and repayments of $151.8 million on our Revolving Credit Facility;
-
Payments of debt issuance costs of $19.1 million;
-
Distributions of $8.0 million to non-controlling interests; and
-
Repurchase of shares of common stock for tax withholding in connection with the vesting of employee stock compensation of $7.2 million.
Debt
For a summary of our debt obligations as of March 31, 2026, refer to Note 7 - Debt.
Covenants
Our debt obligations are subject to certain customary financial and operating covenants that restrict our ability to incur additional debt, sell certain assets and restrict certain payments, among other things. In addition, these covenants are subject to a number of important exceptions and qualifications, including, with respect to the restricted payments covenant, the ability to make unlimited restricted payments to maintain our REIT status. At March 31, 2026, we were in compliance with all debt-related covenants.
Distribution Policy
We intend to make regular quarterly distributions to holders of shares of our common stock. Dividends declared (on a per share basis) during the three months ended March 31, 2026 and 2025 were as follows:
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||||
| Declaration Date | Record Date | Payment Date | Period | Dividend | ||||||||||||||||||||||
| March 5, 2026 | March 19, 2026 | April 9, 2026 | January 1, 2026 – March 31, 2026 | $ | 0.4500 | |||||||||||||||||||||
| Three Months Ended March 31, 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 | |||||||||||||||||||||
Federal income tax law requires that a REIT distribute annually at least 90% of its REIT taxable income (with certain adjustments), determined without regard to the dividends paid deduction and excluding any net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains. In addition, a REIT will be required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions it makes in a calendar year are less than the sum of 85% of its ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years.
We intend to continue to make distributions to our stockholders to comply with the REIT requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and to avoid or otherwise minimize paying entity level federal income or excise tax (other than at any TRS of ours). We may generate taxable income greater than our income for financial reporting purposes prepared in accordance with GAAP. Further, we may generate REIT taxable income greater than our cash flow from operations after operating expenses and debt service as a result of differences in timing between the recognition of REIT taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.
Critical Accounting Policies and Estimates
A complete discussion of our critical accounting policies and estimates is included in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes in our critical policies and estimates for the three months ended March 31, 2026.
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