VICI Properties 8-K 2026-09-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 4, 2026

VICI Properties Inc.

VICI Properties L.P.

(Exact Name of Registrant as Specified in its Charter)

535 Madison Avenue

New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (646) 949-4631

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

(d) On September 8, 2026, VICI Properties Inc. (the “Company”) announced that John M. Sullivan has been appointed to the Company’s Board of Directors (the “Board”) as an independent director on September 4, 2026, subject to and effective upon the satisfaction of certain conditions, including receipt of all applicable regulatory approvals. Once effective, Mr. Sullivan’s appointment is expected to increase the size of the Board to eight directors. Upon joining the Board, Mr. Sullivan will serve on the Board’s Compensation Committee and Nominating and Governance Committee. Mr. Sullivan will be compensated in accordance with the Company’s standard compensation policies and practices for the Board. In addition, the Company will enter into its standard form indemnification agreement with Mr. Sullivan. There are no transactions between the Company and Mr. Sullivan that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Sullivan and any other persons pursuant to which he was selected as director of the Company.

Mr. Sullivan served as President and Chief Executive Officer of Cadillac Fairview Corporation Limited (“Cadillac Fairview”), one of North America's leading owners, operators and developers of high-quality retail and mixed-use real estate, from January 2011 until his retirement in October 2023 and in multiple prior roles at Cadillac Fairview dating back to 1998. Mr. Sullivan currently serves on the Board of Directors of Colliers International (TSX: CIGI) since January 2024 and the Board of Directors of EQ Bank (Equitable Bank) (TSX: EQB) since April 2026. Mr. Sullivan holds a Bachelor of Science in Civil Engineering from Concordia University and an MBA from McGill University.

On September 8, 2026, the Company issued a press release announcing the appointment of Mr. Sullivan to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.