UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From ________ to _________ Commission file number: 000-55791 (VICI Properties Inc.) Commission file number: 333-264352-01 (VICI Properties L.P.) ________________________________________________ VICI Properties Inc. VICI Properties L.P. (Exact name of registrant as specified in its charter) ________________________________________________ Maryland (VICI Properties Inc.) 81-4177147 Delaware (VICI Properties L.P.) 35-2576503 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 535 Madison Avenue, 28th Floor New York, New York 10022 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (646) 949-4631 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class Trading Symbol Name of each exchange on which registered Common stock, $0.01 par value VICI New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. VICI Properties Inc. Yes ☒ No ☐ VICI Properties L.P. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. VICI Properties Inc. Yes ☐ No ☒ VICI Properties L.P. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. VICI Properties Inc. Yes ☒ No ☐ VICI Properties L.P. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). VICI Properties Inc. Yes ☒ No ☐ VICI Properties L.P. Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. VICI Properties Inc. VICI Properties L.P. Large accelerated filer ☒ Accelerated filer ☐ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐ Emerging growth company ☐ 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. VICI Properties Inc. ☐ VICI Properties L.P. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. VICI Properties Inc. ☒ VICI Properties L.P. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. VICI Properties Inc. ☐ VICI Properties L.P. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). VICI Properties Inc. ☐ VICI Properties L.P. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). VICI Properties Inc. Yes ☐ No ☒ VICI Properties L.P. Yes ☐ No ☒ As of June 28, 2024 (the last business day of VICI Properties Inc.’s most recently completed second fiscal quarter), the aggregate market value of the common stock held by non-affiliates of VICI Properties Inc. was approximately $29.8 billion, based on the closing price of the common stock as reported on the NYSE on that date. VICI Properties L.P. had no publicly traded voting equity as of June 30, 2024. As of February 19, 2025, VICI Properties Inc. had 1,056,339,141 shares of common stock, $0.01 par value per share, outstanding. VICI Properties L.P. has no common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the VICI Properties Inc.’s definitive proxy statement relating to the 2025 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the calendar year to which this report relates, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K. EXPLANATORY NOTE This report combines the annual reports on Form 10-K for the year ended December 31, 2024 of VICI Properties Inc. and VICI Properties L.P. Unless stated otherwise or the context otherwise requires, references to “VICI” mean VICI Properties Inc. and its consolidated subsidiaries, including VICI Properties OP LLC (“VICI OP”), and references to “VICI LP” mean VICI Properties L.P. and its consolidated subsidiaries. Unless stated otherwise or the context otherwise requires, the terms “the Company,” “we,” “our” and “us” mean VICI and VICI LP, including, collectively, their consolidated subsidiaries. In order to highlight the differences between VICI and VICI LP, the separate sections in this report for VICI and VICI LP are described below and specifically refer to VICI and VICI LP. In the sections that combine disclosure of VICI and VICI LP, this report refers to actions or holdings of VICI and VICI LP as being “our” actions or holdings. Although VICI LP is the entity that generally, directly or indirectly, enters into contracts and joint ventures, holds assets and incurs debt, we believe that references to “we,” “us” or “our” in this context is appropriate because the business is one enterprise and we operate substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets through VICI LP. VICI is a real estate investment trust (“REIT”) that is the sole owner of VICI Properties GP LLC, the sole general partner of VICI LP. As of December 31, 2024, VICI owns 100% of the limited liability company interests of VICI Properties HoldCo LLC (“HoldCo”), which in turn owns approximately 98.9% of the limited liability company interest of VICI OP (such interests, “VICI OP Units”), our operating partnership, which in turns owns 100% of the limited partnership interest in VICI LP. The balance of the VICI OP Units not held by HoldCo are held by third-party unit holders. The following diagram details VICI’s organizational structure as of December 31, 2024. We believe combining the annual reports on Form 10-K of VICI and VICI LP into this single report: • enhances investors’ understanding of VICI and VICI LP by enabling investors to view the business as a whole in the same manner as management views and operates the business; • eliminates duplicative disclosure and provides a more streamlined and readable presentation; and • creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. We operate VICI and VICI LP as one business. Because VICI LP is managed by VICI, and VICI conducts substantially all of its operations and owns, either directly or through subsidiaries, substantially all of its assets indirectly through VICI LP, VICI’s executive officers are VICI LP’s executive officers, although, as a partnership, VICI LP does not have a board of directors. We believe it is important to understand the few differences between VICI and VICI LP in the context of how VICI and VICI LP operate as a consolidated company. VICI is a REIT whose only material asset is its indirect investment in VICI LP, through which it conducts its real property business. VICI also conducts its golf course business through a taxable REIT subsidiary (a “TRS”), VICI Golf LLC, a Delaware limited liability company (“VICI Golf”). As a result, VICI does not conduct business itself other than issuing public equity from time to time, and does not directly incur any material indebtedness, rather VICI LP holds substantially all of our assets, except for those held in VICI Golf. Except for net proceeds from public equity issuances by VICI, VICI LP generates all capital required by the Company’s business, which sources include VICI LP’s operations and its direct or indirect incurrence of indebtedness. VICI consolidates VICI LP for financial reporting purposes, and VICI does not have material assets other than its indirect investment in VICI LP. Therefore, while there are some areas of difference between the Consolidated Financial Statements of VICI and those of VICI LP, the assets and liabilities of VICI and VICI LP are materially the same on their respective financial statements. As of December 31, 2024, the primary areas of difference between the Consolidated Financial Statements of VICI and those of VICI LP were cash and cash equivalents, stockholders’ equity and partners’ capital, non-controlling interests, and golf operations, which include the assets and liabilities and income and expenses of VICI Golf. To help investors understand the differences between VICI and VICI LP, this report provides: • separate consolidated financial statements for VICI and VICI LP; • a single set of notes to such consolidated financial statements that includes separate discussions of stockholders’ equity or partners’ equity and per share and per unit data, as applicable; • a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that also includes discrete information related to each entity, as applicable; • separate Part II, Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities; • separate Part II, Item 9A. Controls and Procedures sections; and • separate Exhibits 31 and 32 certifications for each VICI and VICI LP in order to establish that the requisite certifications have been made and that VICI and VICI LP are each compliant with Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 and 18 U.S.C. §1350. The separate discussions of VICI and VICI LP in this report should be read in conjunction with each other to understand our results on a consolidated basis and how management operates our business. Table of Contents TABLE OF CONTENTS Page Part I Item 1 – Business 2 Item 1A – Risk Factors 17 Item 1B – Unresolved Staff Comments 33 Item 1C – Cybersecurity 33 Item 2 – Properties 34 Item 3 – Legal Proceedings 35 Item 4 – Mine Safety Disclosures 35 Part II Item 5 – Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 36 Item 6 – [Reserved] 38 Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 Item 7A – Quantitative and Qualitative Disclosures About Market Risk 53 Item 8 – Financial Statements and Supplementary Data 53 Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 53 Item 9A – Controls and Procedures 53 Item 9B – Other Information 55 Item 9C – Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 55 Part III Item 10 – Directors, Executive Officers and Corporate Governance 56 Item 11 – Executive Compensation 56 Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 56 Item 13 – Certain Relationships and Related Transactions, and Director Independence 56 Item 14 – Principal Accountant Fees and Services 56 Part IV Item 15 – Exhibits and Financial Statement Schedules 57 Item 16 – Form 10-K Summary 63 Signatures 64 Index to Consolidated Financial Statements and Schedule F - 1 Table of Contents PART I In this Annual Report on Form 10-K, 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 Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Balance Sheets as our “Balance Sheets,” (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. Summary of Risk Factors Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, liquidity, results of operations and prospects. These risks are discussed more fully in Item 1A. Risk Factors. These risks include, but are not limited to, the following: Risks Related to Our Business and Operations • We are and expect to continue to be significantly dependent on our tenants for substantially all of our revenues and, because our tenants are required to pay a significant portion of their cash flow from operations to us pursuant to, and subject to the terms and conditions of, our respective lease agreements and other agreements with them, an event that has a material adverse effect on any of our significant tenants could have a material adverse effect on us. • We are dependent on the gaming industry and may be susceptible to risks associated with it, including heightened competition, regulatory developments, changes in consumer behavior and discretionary spending, and the overall macroeconomic environment and outlook. • Because a concentrated portion of our revenues are generated from the Las Vegas Strip, we are subject to greater risks than a company that is more geographically diversified. • Our pursuit of acquisitions of, and investments in, experiential assets and other strategic opportunities are in a highly competitive industry and may be unsuccessful or fail to meet our expectations, and we may not identify all potential costs and liabilities in connection with such acquisitions or investments. • We and our tenants face extensive regulation from gaming and other regulatory authorities, and our charter provides that any of our shares held by investors who are found to be unsuitable by state gaming regulatory authorities are subject to redemption, which may delay or prohibit a change in control. • Required regulatory approvals can delay or prohibit transfers of our gaming properties or the consummation of transactions, which could result in periods in which we are unable to receive rent related to, or otherwise realize the benefits of, such transactions. • We are subject to additional risks due to our international investments and acquisitions, including properties that we own, or may acquire in the future, outside the United States. • Our long-term, triple-net leases include rent escalations over specified periods that will generally continue to apply regardless of the amount of cash flows generated by the properties subject to such lease agreements and such lease agreements may not result in fair market lease rates over time. • Our ability to sell, dispose of and use our properties may be limited by the contractual terms of our lease agreements, tax protection agreements or other agreements with our tenants, or otherwise impacted by matters relating to our real estate ownership. • We are exposed to risks related to certain of our properties that are subject to ground and use lease arrangements. • We may elect not to, or not be able to, purchase properties pursuant to our rights under certain agreements, including put-call, call right, right of first refusal, right of first offer and similar agreements, including if we are unable to obtain financing on attractive terms, or at all. • The bankruptcy or insolvency of any tenant, borrower or guarantor could result in the termination of the lease agreements, the related guarantees or loan agreements and certain lease agreements being re-characterized as disguised financing transactions. • Our business is subject to risks associated with the potential sale or divestiture of properties or assets in the event we elect to pursue such sale or divestiture after an evaluation of our portfolio of businesses, including loss of revenue and lower-than-expected proceeds. • Our properties and the properties securing our loans are subject to risks from natural disasters and other adverse or extreme weather conditions, including the physical effects of climate change. 1 Table of Contents • Our business is subject to risks associated with environmental compliance, including as a result of climate change laws and regulations and the transition to a lower carbon economy, and potential costs and liabilities associated with such compliance may materially impair the value of certain real estate properties owned by us. • We or our tenants may experience uninsured or underinsured losses, which could result in a significant loss of the capital we have invested in a property, decrease anticipated future revenues or cause us to incur unanticipated expenses. • Terrorist attacks or other acts of violence may affect our business and properties or our tenants’ businesses and operations at such properties. • We face risks associated with cybersecurity incidents and other significant disruptions of our information technology (IT) networks and related systems or those IT networks and systems of third parties. • Properties within our portfolio are, and properties that we may acquire in the future are likely to be, operated and promoted under certain trademarks and brand names that we do not own. • The market price and trading volume of shares of our common stock may be volatile. Risks Related to our Indebtedness and Financing • We have a substantial amount of indebtedness and expect to incur additional indebtedness in the future. Our indebtedness exposes us to the risk of default under our debt obligations, increases the risks associated with a downturn in our business or in the businesses of our tenants, and requires us to use a significant portion of our cash to service our debt obligations. • Heightened interest rates have, and may continue to, increase our overall interest expense. • Disruption in the equity and debt capital markets may adversely affect our ability to access external funding for our growth and ongoing debt service requirements, and adverse changes in our credit ratings may affect our borrowing terms and capacity. • A breach or default of covenants in our debt agreements could materially and adversely affect our business, financial condition, liquidity, results of operations, and prospects. • We have engaged and may engage in hedging or other derivative transactions that may limit gains or result in losses. Risks Related to our Status as a REIT • We may incur adverse tax consequences if we have failed or fail, to qualify as a REIT for U.S. federal income tax purposes. • Complying with REIT requirements may cause us to liquidate or forgo otherwise attractive opportunities and limit our expansion opportunities, or otherwise adversely affect our ability to execute our business plan. • If VICI OP fails to qualify as a partnership for U.S. federal income tax purposes, we would fail to qualify as a REIT and suffer other adverse tax consequences. • Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow. Risks Related to Our Organizational Structure • VICI is a holding company with no direct operations and relies on distributions received from VICI OP to make distributions to its stockholders. • Certain provisions in our charter and bylaws, as well as certain provisions of Maryland law, may delay, defer or prevent an acquisition of our common stock or a change in control. ITEM 1. Business We are a Maryland corporation that is 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 December 31, 2024, we own 93 experiential assets across a geographically diverse portfolio consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort Las Vegas (the “Venetian Resort”), three of the most iconic entertainment facilities on the Las Vegas Strip. Our gaming and entertainment facilities are leased to leading brands that seek to drive consumer loyalty and value with guests through superior services, experiences, products and continuous innovation. 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 December 31, 2024, our properties are 100% leased with a weighted average lease term, including extension options, of approximately 40.7 years. 2 Table of Contents We also have a growing array of real estate and financing partnerships with leading operators in other experiential sectors, including Cabot, Canyon Ranch, Chelsea Piers, Great Wolf Resorts, Homefield, Kalahari Resorts, and Lucky Strike Entertainment. This portfolio includes certain real estate debt investments that we have originated for strategic reasons, primarily in connection with transactions that either do or may provide the potential to convert our investment into the ownership of certain of the underlying real estate in the future. In addition, we own approximately 33 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars Entertainment, Inc. (together with, as the context requires, its subsidiaries, “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 real estate investment trust (“REIT”) for U.S. federal income tax purposes. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT. We believe VICI’s election of REIT status, combined with the income generation from the lease agreements and loans, will enhance our ability to make distributions to our stockholders, providing investors with current income as well as long-term growth, subject to the macroeconomic environment, other global events and market conditions more broadly. We conduct our real property business through VICI OP and our golf course business through a taxable REIT subsidiary (a “TRS”), VICI Golf LLC (“VICI Golf”). Our Investment Highlights • Demonstrated track record of growth with significant scale. We have made approximately $37.0 billion of domestic and international investments across gaming and other experiential assets since our formation in October 2017. Following our growth and resulting scale, we were added to the S&P 500 Index in June 2022. • Stable and transparent cash flows by leading operators. Our properties are 100% occupied pursuant to our long-term triple-net lease agreements, which provide us with a predictable level of rental revenue to support future cash distributions to our stockholders, with 100% rent collection since our formation in October 2017. Our tenants are market-leading gaming and experiential operators, with the majority of our rent derived from properties operated by SEC reporting companies, providing transparency into our tenants’ performance and health. • Contractual escalation with inflation protection. 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 the U.S consumer price index (“CPI”) in the later years, which may be subject to a maximum CPI-based cap with respect to each annual rent increase. Among our leases, 15 of 18 are subject to a CPI-linked escalation over the life of the lease (subject to applicable caps). As of December, 31, 2024, 40% of our annualized rental revenue was subject to CPI-linked escalation. • Mission critical complex real estate. Our portfolio benefits from a strong mix of demand generators, including casinos, hotels, restaurants, entertainment facilities, bars and nightclubs and convention space. Our Las Vegas properties, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort, which are located on the Las Vegas Strip, are among the most iconic entertainment facilities in Las Vegas, featuring gaming entertainment, large-scale hotels, extensive food and beverage options, state-of-the-art convention facilities, retail outlets and entertainment venues. The size, use and location of our real estate drives our tenants’ continued investment into our leased properties, which “same-store” capital improvements we seek to fund in exchange for increased rent through our Partner Property Growth Fund strategy. Additionally, the gaming regulatory environment in which we operate creates a high barrier to entry and limits our tenants’ ability to move locations. • Strategic financing relationships with leading experiential operators. In addition to our relationships with leading gaming operators, we have entered into strategic financing relationships with other experiential operators in sectors such as world-class destination golf resorts and communities, integrative wellness centers, premier sports and entertainment complexes and family-oriented indoor waterpark resorts, which we refer to as our VICI Experiential Credit Solutions strategy. We believe the relationships established through this strategy may lead to additional 3 Table of Contents mutually beneficial growth opportunities with these industry-leading experiential operators in the future, including the potential to convert certain of our investments into ownership of the underlying real estate. Our Properties and Lease Agreements Our experiential portfolio features world-renowned assets on the Las Vegas Strip and market-leading urban, destination and regional properties with significant scale. Our properties are leased to leading operators that seek to drive loyalty and value with guests through superior services, experiences and products and continuous innovation. We derive a substantial majority of our revenues from rental revenue from the lease agreements for our properties, each of which are “triple-net” leases, pursuant to which the tenant bears responsibility for all property costs and expenses associated with ongoing maintenance and operation, including utilities, property tax and insurance. Our lease agreements are generally long term in nature with initial terms ranging from 15 to 32 years and are generally structured with several tenant renewal options extending the term of the lease for another 5 to 30 years. All of our lease agreements provide for annual base rent escalations, which may be fixed or variable over the life of the lease. The rent escalation provisions range from providing for a flat annual increase of 1% to 2% to an annual increase of 1% in the earlier years and the greater of 2% or CPI in the later years, which may be subject to a maximum CPI-based cap with respect to each annual rent increase. For an overview of the provisions of certain of our lease agreements, including the related capital expenditure requirements, refer to Note 4 - Real Estate Portfolio. The following tables summarize our lease agreements between us and our respective tenants and guarantors (each, as may be amended from time to time, and each individually, as defined in the column titled “Lease Agreement”) and the properties under each our respective lease agreements, as of the date of this Annual Report. Lease Agreement Property Location Tenant/Guarantor Initial Expiration Gaming Portfolio Caesars Joliet Lease Caesars July 31, 2035 Harrah’s Joliet Joliet, IL Caesars Las Vegas Master Lease Caesars July 31, 2035 Caesars Palace Las Vegas Las Vegas, NV Harrah’s Las Vegas Las Vegas, NV Caesars Regional Master Lease Caesars July 31, 2035 Caesars Atlantic City Atlantic City, NJ Harrah’s Atlantic City Atlantic City, NJ Harrah’s Council Bluffs Council Bluffs, IA Harrah’s Gulf Coast Biloxi, MS Harrah’s Lake Tahoe Stateline, NV Harrah’s Laughlin Laughlin, NV Harrah’s Metropolis Metropolis, IL Harrah’s New Orleans New Orleans, LA Harrah’s North Kansas City North Kansas City, MO Harrah’s Philadelphia Chester, PA Harvey’s Lake Tahoe Stateline, NV Horseshoe Bossier City Bossier City, LA Horseshoe Council Bluffs Council Bluffs, IA Horseshoe Hammond Hammond, IN Horseshoe Tunica Robinsonville, MS Century Master Lease Century Casinos, Inc. September 30, 2038 Century Casino & Hotel Edmonton Edmonton, AB Century Casino Cape Girardeau Cape Girardeau, MO Century Casino Caruthersville Caruthersville, MO Century Casino St. Albert Edmonton, AB Century Downs Racetrack and Casino Calgary, AB Century Mile Racetrack Edmonton, AB (1) (2) (3) (4) (5) (5) (5) (5) (5) (5) (5) (6) (6) (6) (5) (6) 4 Table of Contents Lease Agreement Property Location Tenant/Guarantor Initial Expiration Mountaineer Casino Resort & Racetrack New Cumberland, WV Rocky Gap Casino Resort Flintstone, MD CNE Gold Strike Lease Cherokee Nation Businesses, L.L.C. (“CNB”) April 30, 2048 Gold Strike Tunica Robinsonville, MS EBCI Southern Indiana Lease Eastern Band of Cherokee Indians (“EBCI”) August 31, 2036 Caesars Southern Indiana Elizabeth, IN Foundation Master Lease Foundation Gaming & Entertainment, LLC December 31, 2037 Fitz Robinsonville, MS WaterView Vicksburg, MS Hard Rock Cincinnati Lease Seminole Hard Rock International (“Hard Rock”) December 31, 2047 Hard Rock Cincinnati Cincinnati, OH Hard Rock Mirage Lease Hard Rock December 31, 2047 The Mirage Las Vegas, NV JACK Master Lease JACK Ohio LLC January 31, 2040 JACK Cleveland Cleveland, OH JACK Thistledown Racino North Randall, OH MGM Master Lease MGM April 30, 2047 Beau Rivage Biloxi, MS Borgata Atlantic City, NJ Empire City Yonkers, NY Excalibur Las Vegas, NV Luxor Las Vegas, NV MGM Grand Detroit Detroit, MI MGM National Harbor Prince George’s County, MD MGM Northfield Park Northfield, OH MGM Springfield Springfield, MA New York - New York/The Park Las Vegas, NV Park MGM Las Vegas, NV MGM Grand/Mandalay Bay Lease MGM February 28, 2050 Mandalay Bay Las Vegas, NV MGM Grand Las Vegas, NV PENN Greektown Lease PENN Entertainment, Inc. May 23, 2034 Hollywood Casino at Greektown Detroit, MI PENN Margaritaville Lease PENN Entertainment, Inc. January 31, 2034 Margaritaville Resort Casino Bossier City, LA PURE Master Lease Indigenous Gaming Partners Inc. (“IGP”) January 31, 2048 PURE Casino Calgary Calgary, AB PURE Casino Edmonton Edmonton, AB PURE Casino Lethbridge Lethbridge, AB PURE Casino Yellowhead Edmonton, AB Venetian Lease Funds managed by Apollo Global Management, Inc. February 29, 2052 Venetian Resort Las Vegas, NV Total Gaming Portfolio 54 (1) (2) (3) (5) (7) (5) (5) (5) (5) (8) (9) (9) (9) (9) 5 Table of Contents Lease Agreement Property Location Tenant/Guarantor Initial Expiration Other Experiential Portfolio Lucky Strike Master Lease Lucky Strike Entertainment Corporation (“Lucky Strike Entertainment”) October 18, 2048 Bowling Entertainment Centers Various U.S. Cities (38) Chelsea Piers Lease Chelsea Piers December 31, 2055 Chelsea Piers New York, NY Total Other Experiential Portfolio 39 Total 93 ____________________ (1) Reflects the lease agreement currently in effect between us and the applicable tenant. (2) The tenants under our lease agreements are subsidiaries and/or affiliates of the guarantors set forth in this table. (3) Represents the expiration date assuming no tenant renewal option is exercised. (4) Owned by Harrah’s Joliet Landco LLC, a joint venture of which a wholly owned subsidiary of VICI LP is the 80% owner and the managing member. (5) The core property, or a portion thereof, is leased by us pursuant to a ground lease. Rent due under any such ground lease is paid directly by our tenant to the primary landlord pursuant to their respective lease agreement. (6) Collectively, the “Century Canadian Portfolio”. (7) CNB is the parent entity of CNE Holdings, LLC also known as Cherokee Nation Entertainment. (8) IGP is a gaming partnership established by five institutional Nova Scotia-based First Nations (Glooscap First Nation, Millbrook First Nation, Annapolis Valley First Nation, We’koqma’q L’nue’kati, and Paqtnkek Mi’kmaw Nation) to acquire gaming assets in North America. (9) Collectively, the “PURE Canadian Portfolio”. (10) Effective December 12, 2024, Bowlero Corporation was rebranded as Lucky Strike Entertainment Corporation. (11) Subject to a mandatory 10-year tenant extension to the extent all conditions under the applicable ground lease are met. Our Real Estate Debt Investments The following is a summary of our investments in real estate debt as of December 31, 2024: ($ In thousands) Investment Type Principal Balance Future Funding Commitments Weighted Average Interest Rate Weighted Average Term Senior Secured Notes $ 85,000 $ — 11.0 % 6.3 years Senior Secured Loans 684,686 308,776 8.0 % 4.7 years Mezzanine Loans and Preferred Equity 908,461 239,748 9.2 % 4.1 years Total $ 1,678,147 $ 548,524 8.8 % 4.4 years ____________________ (1) Our future funding commitments are subject to our borrowers' compliance with the financial covenants and other applicable provisions of each respective loan agreement. (2) The weighted average interest rate is based on current outstanding principal balance and SOFR, as applicable for floating rate loans, as of December 31, 2024. (3) Assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date. Our Embedded Growth Pipeline We have entered into several put-call, call right, right of first refusal and right of first offer agreements, as well as other strategic arrangements, which we believe provide the opportunity for embedded growth as we pursue our future strategic objectives. Each of the transactions contemplated by the following agreements remains subject to the terms and conditions of the applicable agreements, including with respect to due diligence, applicable regulatory approvals and customary closing conditions. Put-Call Agreements • Caesars Forum Put-Call. We have a put-call agreement with Caesars with respect to the Caesars Forum Convention Center, which provides for (i) a call right in our favor, which, if exercised, would result in the sale by Caesars to us and simultaneous leaseback by us to Caesars of the Caesars Forum Convention Center, exercisable by us from September 18, 2025 until December 31, 2028, and (ii) a put right in favor of Caesars, which was exercisable by Caesars between January 1, 2024 and December 31, 2024. The put right was not exercised by Caesars and terminated as of December 31, 2024. (1) (2) (3) (10) (11) (5) (1) (2) (3) 6 Table of Contents Call Right Agreements • Canyon Ranch Austin Call Right. We entered into a call right agreement with Canyon Ranch pursuant to which we will have the right to acquire the real estate assets of Canyon Ranch Austin for up to 24 months following stabilization (with the Canyon Ranch Austin Loan balance being settled in connection with the exercise of such call right), which transaction will be structured as a sale leaseback (with the simultaneous entry into a triple-net lease with Canyon Ranch that will have an initial term of 25 years, with eight 5-year tenant renewal options). • Canyon Ranch Lenox and Canyon Ranch Tucson Call Right. We entered into a call right agreement with Canyon Ranch pursuant to which we will have the right to acquire the real estate assets of each of Canyon Ranch Tucson in Tucson, Arizona and Canyon Ranch Lenox in Lenox, Massachusetts, at pre-negotiated terms in a sale-leaseback transaction following stabilization, subject to certain conditions. If the call right(s) are exercised, Canyon Ranch would continue to operate the applicable wellness resort(s) subject to a long-term triple-net master lease with VICI. • Homefield Kansas City Call Right. We entered into a call right agreement with affiliates of Homefield Kansas City (“Homefield”) that provides us with a call option on (i) the Margaritaville Resort in Kansas City, Kansas, (ii) the new Homefield youth sports training facility in Kansas City, Kansas, (iii) the new Homefield baseball center in Kansas City, Kansas, and (iv) the existing Homefield youth sports complex in Olathe, Kansas. If the call right is exercised, all of the properties, including the Margaritaville Resort, will be subject to a single long-term triple net master lease with us. Right of First Refusal (“ROFR”) and Right of First Offer (“ROFO”) Agreements • Las Vegas Strip Assets ROFR. We have a ROFR agreement with Caesars (the “Las Vegas Strip ROFR Agreement”), pursuant to which we have the first right, with respect to the first two Las Vegas Strip assets described below that Caesars proposes to sell, whether pursuant to a sale leaseback or a sale of the real estate and operations (a “WholeCo sale”), to a third party, to acquire any such asset (it being understood that we will have the opportunity to find an operating company should Caesars elect to pursue a WholeCo sale). The Las Vegas Strip assets subject to the Las Vegas Strip ROFR Agreement are the land and real estate assets associated (i) with respect to the first such asset subject to the Las Vegas Strip ROFR Agreement, the Flamingo Las Vegas, Paris Las Vegas, Planet Hollywood and Bally’s Las Vegas gaming facilities, and (ii) with respect to the second such asset subject to the Las Vegas Strip ROFR Agreement, the foregoing assets still unsold plus The LINQ gaming facility. If we enter into a sale leaseback transaction with Caesars with respect to any of these facilities, the leaseback may be implemented through the addition of such properties to the Las Vegas Master Lease Agreement. • Horseshoe Baltimore ROFR. We have a ROFR agreement with Caesars pursuant to which we have the first right to enter into a sale leaseback transaction with respect to the land and real estate assets associated with the Horseshoe Baltimore gaming facility. • Caesars Virginia Development ROFR. We have a ROFR agreement with EBCI and Caesars pursuant to which we have the first right to enter into a sale leaseback transaction with respect to the real property associated with the development of a new casino resort in Danville, Virginia. • Canyon Ranch ROFO. We have a ROFO agreement with Canyon Ranch with respect to future financing opportunities for Canyon Ranch and certain of its affiliates for the funding of certain facilities (including Canyon Ranch Austin, Canyon Ranch Tucson and Canyon Ranch Lenox, and any other fee owned Canyon Ranch branded wellness resort), until the date that is the earlier of five years from commencement of the Canyon Ranch Austin lease (to the extent applicable) and the date that neither VICI nor any of its affiliates are landlord under such lease, subject to certain specified terms, conditions and exceptions. On July 26, 2023, we entered into a right of first financing agreement pursuant to which we will have the first right, but not the obligation, to serve as the real estate capital financing partner for Canyon Ranch with respect to the acquisition, build-out and/or redevelopment of future greenfield and build-to-suit wellness resorts. • Lucky Strike ROFO. The Lucky Strike Master Lease contains a ROFO with respect to the real estate assets of any current or future Lucky Strike properties in the event that Lucky Strike elects to enter into a sale-leaseback transaction for such properties during the first eight years of the initial term of the Lucky Strike Master Lease. • Homefield ROFR. We have a ROFR agreement to acquire the real estate of any future Homefield property in a sale leaseback transaction, should Homefield elect to sell such assets. 7 Table of Contents • Indigenous Gaming Partners ROFO. We have a five-year ROFO on future sale-leaseback transactions with IGP. Any additional properties acquired pursuant to the ROFO will be added to the PURE Master Lease. Other Embedded Growth Agreements • Cabot Citrus Farms Purchase and Sale Agreement. We entered into a purchase and sale agreement with Cabot, pursuant to which we will convert a portion of the $120.0 million Cabot Citrus Farms delayed draw development loan into the ownership of certain Cabot Citrus Farms real estate assets and simultaneously enter into a triple-net lease with Cabot that will have an initial term of 25 years, with five 5-year tenant renewal options. Prior to December 31, 2024, we had certain rights pursuant to a put-call right agreement with Caesars (the “Caesars Indianapolis Put-Call Agreement”) with respect to two gaming facilities in Indiana, Harrah’s Hoosier Park and Horseshoe Indianapolis, whereby either party was able to trigger its respective put or call on the associated land and real estate assets, as applicable, through December 31, 2024. The Caesars Indianapolis Put-Call Agreement was not exercised by either party and terminated on December 31, 2024. Our Partner Property Growth Fund Strategy As part of our ongoing dialogue with our tenants, we continually seek opportunities to further our long-term partnerships and pursue our respective strategic objectives. We have entered into certain arrangements, which we collectively refer to as the “Partner Property Growth Fund”, with certain tenants relating to our funding of “same-store” capital improvements, including redevelopment, new construction projects and other property improvements, in exchange for increased rent pursuant to the terms of our existing lease agreements with such tenants (and subject to the specific terms and conditions included in any such agreement). Each of our lease agreements includes provisions that provide a mechanism for us to pursue such opportunities. We continue to evaluate Partner Property Growth Fund opportunities with certain of our tenants from time to time and expect to pursue further investment as one component of our strategic growth plans, consistent with our aim to work collaboratively with such tenants to invest in growth opportunities and capital improvements that achieve mutually beneficial outcomes. Most recently, on May 1, 2024, we entered into agreements to fund up to $700.0 million of capital investment into the Venetian Resort for several reinvestment projects (the “Venetian Capital Investment”), which funding is earning a return through the addition of incremental rent to the Venetian Lease. The up to $700.0 million of funding through our Partner Property Growth Fund strategy is comprised of $400.0 million that has already been funded and an incremental $300.0 million that the Venetian Resort will have the option, but not the obligation, to draw in whole or in part until November 1, 2026. The benefits of any Partner Property Growth Fund opportunities will be dependent upon independent decisions made by our tenants with respect to any capital improvement projects and the source of funds for such projects, as well as the total funding ultimately provided under such arrangements and there are no assurances that any Partner Property Growth Fund opportunities will occur on the contemplated terms, including through our financing, or at all. See Item 1A - “Risk Factors—Risks Related to Our Business and Operations” for additional information. Our Golf Courses We own four championship golf courses located near certain of our properties, Rio Secco in Henderson, Nevada, Cascata in Boulder City, Nevada, Chariot Run in Laconia, Indiana and Grand Bear in Saucier, Mississippi (the “Golf Courses”). In addition, Rio Secco and Cascata are in close proximity to the Las Vegas Strip. These golf courses are operated by a third-party golf resort operator, Cabot-Managed Properties, an affiliate of Cabot, pursuant to a golf course management agreement. We have a golf course use agreement (the “Golf Course Use Agreement”) with Caesars which provides them with preferred access and tee times for their guests at our golf courses. As of December 31, 2024, contractual minimum fees under the Golf Course Use Agreement and certain other golf course related agreements with Caesars were $17.2 million per year. Our Relationship with Caesars and MGM Caesars and MGM, our two largest tenants representing 39% and 35%, respectively, of our annualized rent as of December 31, 2024, are leading owners and operators of gaming, entertainment and leisure properties. Caesars and MGM maintain a diverse brand portfolio with a wide range of options that appeal to a variety of gaming, sports betting, travel and entertainment consumers. To govern the ongoing relationship between us and Caesars and us and MGM, in addition to the applicable lease agreements, we have entered into various agreements with Caesars and MGM and/or their subsidiaries as described herein. The summaries presented herein are not complete and are qualified in their entirety by reference to the full text of the applicable agreements, certain of which are included as exhibits to this Annual Report on Form 10-K. 8 Table of Contents • Caesars Guaranty. Caesars has executed guaranties with respect to the Caesars Las Vegas Master Lease, the Caesars Regional Master Lease and the Caesars Joliet Lease, guaranteeing the prompt and complete payment and performance in full of: (i) all monetary obligations of the tenants under the Caesars Leases, including all rent and other sums payable by the tenants under the Caesars Leases and any obligation to pay monetary damages in connection with any breach and to pay any indemnification obligations of the tenants under the Caesars Leases, (ii) the performance when due of all other covenants, agreements and requirements to be performed and satisfied by the tenants under the Caesars Leases, and (iii) all monetary obligations under the Golf Course Use Agreement. • MGM Guaranty. MGM has executed guaranties with respect to the MGM Master Lease and MGM Grand/Mandalay Bay Lease guaranteeing the prompt and complete payment and performance in full of all monetary obligations of the tenants under the MGM Master Lease and MGM Grand/Mandalay Bay Lease, including all rent and other sums payable by the tenants under the MGM Master Lease and MGM Grand/Mandalay Bay Lease and any obligation to pay monetary damages in connection with any breach and to pay any indemnification obligations of the tenants under the MGM Master Lease and MGM Grand/Mandalay Bay Lease and the performance when due of all other covenants, agreements and requirements to be performed and satisfied by the tenants under the MGM Master Lease and MGM Grand/Mandalay Bay Lease. • MGM Tax Protection Agreements. We entered into a tax protection agreement with MGM (the “MGM Tax Protection Agreement”) pursuant to which VICI OP has agreed, subject to certain exceptions, for a period of 15 years (subject to early termination under certain circumstances) following the closing of our acquisition of MGM Growth Properties LLC (“MGP”) in April 2022, to indemnify MGM and certain of its subsidiaries (the “Protected Parties”) for certain tax liabilities resulting from (1) the sale, transfer, exchange or other disposition of a property owned directly or indirectly by MGM Growth Properties Operating Partnership LP (“MGP OP”) immediately prior to the closing date of the acquisition of MGP (each, a “Protected Property”), (2) a merger, consolidation, transfer of all assets of, or other significant transaction involving VICI OP pursuant to which the ownership interests of the Protected Parties in VICI OP are required to be exchanged in whole or in part for cash or other property, (3) the failure of VICI OP to maintain approximately $8.5 billion of nonrecourse indebtedness allocable to MGM, which amount may be reduced over time in accordance with the MGM Tax Protection Agreement, and (4) the failure of VICI OP or VICI to comply with certain tax covenants that would impact the tax liabilities of the Protected Parties. In the event that VICI OP or VICI breaches restrictions in the MGM Tax Protection Agreement, VICI OP will be liable for grossed-up tax amounts associated with the income or gain recognized as a result of such breach. In addition, the joint venture that holds the real estate assets of MGM Grand Las Vegas and Mandalay Bay (“MGM Grand/Mandalay Bay JV”) previously entered into a tax protection agreement with MGM with respect to built-in gain and debt maintenance related to MGM Grand Las Vegas and Mandalay Bay, which is effective through mid- 2029, and by acquiring MGP in April 2022 and subsequently acquiring the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV in January 2023, we bear any indemnity under this existing tax protection agreement. Competition We compete for real property investments with other REITs, gaming companies, investment companies, private equity firms, hedge funds, sovereign funds, lenders and other private investors. In addition, revenues from our properties pursuant to the lease agreements are dependent on the ability of our tenants and operators to compete with other gaming operators in their respective markets. The operators of our properties compete on a local, regional, national and international basis for customers. The gaming industry is characterized by a high degree of competition among a large number of participants, including traditional brick and mortar casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, emerging varieties of Internet gaming, sports betting and other forms of gaming in the United States. As a landlord, we compete in the real estate market with numerous developers, owners and acquirors of properties. Some of our competitors may be significantly larger, have greater financial resources and lower costs of capital than we have, have greater economies of scale and have greater name recognition than we do. Increased competition will make it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives. Our ability to compete is also impacted by national and local economic trends, availability of investment alternatives, availability and cost of capital, construction and renovation costs, existing laws and regulations, new legislation and population trends. 9 Table of Contents Human Capital Management As of December 31, 2024, we employed 27 employees, all of which are full-time. All of our employees are employed at VICI LP in support of our primary business as a triple-net lease REIT and are primarily located at our corporate headquarters in New York, New York. • Corporate Culture and Engagement. We are committed to creating and sustaining a positive work environment and corporate culture that fosters trust, cooperation and inclusion, including through the instillation of our core values, which we refer to as the VICI Values, competitive compensation and benefit programs, training and professional development opportunities, corporate giving and community service events and employee involvement in company initiatives. To assist in fulfilling that commitment, we measure our organizational culture, degree of inclusion and employee engagement through, among other things, an annual, independent third-party employee satisfaction survey and periodic pulse surveys, all of which provide management with insights regarding key issues and priorities to maintain and improve the health, well-being and satisfaction of our employees. • Board Oversight. Our management reports to the Compensation Committee of the Board of Directors on a regular basis, as well as the full Board of Directors, as necessary, to periodically review our human capital management programs, including those relating to employee engagement, employee compensation and benefits, and related matters, such as training and recruiting, retention and hiring practices. • Demographics. As of December 31, 2024, 43% of our directors (and 50% of our independent directors), 44% of our employees and 25% of our executive officers were female. Additionally, 50% of the leadership of our Board of Directors were female as of December 31, 2024. Further, 14% of our directors and 26% of our employees identified as members of an ethnic and/or racial minority group. • Compensation and Benefits. We offer a comprehensive employee benefits package, including a 401(k) plan, medical, dental and vision insurance, disability insurance, life insurance, paid maternity/paternity leave for birth and foster/adoption placements and other parenthood pursuit benefits, wellness, technology and travel stipends, and access to an employee assistance program, including mental health and wellness support services. We also seek to provide differentiated benefits to our employees, such as our Portfolio Experience Benefit, which enables employees to experience our properties with an annual stipend, and our charitable matching program administered through the Groundswell Charitable Giving platform. We continually evaluate existing benefits and explore new or expanded benefits to be responsive to employee feedback and seek to improve employee utilization of available benefits and meaningfully enhance employee benefits over time. • Education, Training and Development. We invest in employee education, training and development by conducting regular training programs, including our “VICI U” program (formerly VICI 101) and our “Lunch and Learn” seminar series, to educate and advance our employees’ understanding of concepts relevant to our business, led by internal and external subject-matter experts, as well as periodic training opportunities with respect to issues such as compliance, communication and feedback, public speaking and engagement, and anti-harassment and other matters outlined in our Code of Business Conduct. We encourage our employees to pursue professional development through external education and certifications through a broadly applicable and flexible professional development reimbursement policy, and continually focus on enhancing our professional development and performance management processes to provide further development opportunities to our employees. We have also enhanced our performance management processes through our semi-annual performance and career development reviews provided to all of our employees. Governmental Regulation and Licensing The ownership, operation and management of gaming and racing facilities are subject to pervasive regulation. Each of our gaming and racing facilities is subject to regulation under the laws, rules, and regulations of the jurisdiction in which it is located. Gaming laws and regulations generally require gaming industry participants to: ensure that unsuitable individuals and organizations have no role in gaming operations; establish and maintain responsible accounting practices and procedures; maintain effective controls over their financial practices, including establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues; maintain systems for reliable record keeping; file periodic reports with gaming regulators; and ensure that contracts and financial transactions are commercially reasonable, reflect fair market value and are arm’s length transactions. Gaming laws and regulations primarily impact our business in two respects: (1) our ownership and acquisition of land and buildings in which gaming activities are operated by our tenants; and (2) the operations of our tenants as operators in the gaming industry. Further, many gaming and racing regulatory agencies in the jurisdictions in which our tenants operate require 10 Table of Contents us and our affiliates to apply for and maintain a finding of suitability or a license as a key business entity or supplier because of our status as landlord. If we, our subsidiaries or the tenants of our properties violate applicable gaming laws, our gaming licenses, or the tenants’ gaming licenses, could be limited, conditioned, suspended or revoked by gaming authorities, and we and any persons involved may face other disciplinary actions, including substantial fines, appointment of a supervisor or conservator to operate our gaming properties, or in some jurisdictions, take title to our gaming assets in the jurisdiction, and under certain circumstances, earnings generated during such appointment could be forfeited to the applicable jurisdictions. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions. Finally, the loss or suspension of our gaming licenses could result in a material breach under certain of our leases or an event of default under certain of our indebtedness, including through cross-default provisions in our debt agreements. As a result, violations by us of applicable gaming laws could have a material effect on us. In addition, various corporate actions and transactions must be reported to and, in some cases, approved by certain gaming authorities, including substantially all material loans, leases, sales of securities (including public offerings) and similar financing transactions, management or consulting agreements and changes in control through merger, consolidation, stock or asset acquisitions, or otherwise. Our business and the businesses of our tenants are also subject to various federal, state and local laws and regulations in addition to gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, labor and employees, anti-discrimination, health care, currency transactions, taxation, zoning and building codes and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results. Environmental Matters Our properties are subject to environmental laws regulating, among other things, air emissions, wastewater discharges and the handling and disposal of wastes, the utilization of above or underground storage tanks, or properties that include asbestos-containing building materials. Pursuant to federal, state and local environmental laws and regulations, a current or previous owner or operator of real property may be required to investigate, remove and/or remediate a release of hazardous substances or other regulated materials at, or emanating from, such property. Further, under certain circumstances, such owners or operators of real property may be held liable for property damage, personal injury and/or natural resource damage resulting from or arising in connection with such releases, including for damage that occurred prior to our ownership of a property or at a site where the current or previous operator of the property sent wastes for disposal. Our properties may also be (or in the future become) subject to additional building and zoning laws, ordinances and codes relating to building performance standards, such as those intended to reduce energy and/or greenhouse gas emissions, which we may be subject to as the owner of real estate. Although we do not operate or manage our properties subject to triple-net leases and our tenants are generally contractually responsible for such operating and management costs, we may be held primarily or jointly and severally liable for costs relating to maintaining compliance with such laws, ordinances and codes. In connection with our real estate ownership, we could be legally responsible for environmental liabilities or costs relating to a release of hazardous substances or other regulated materials at or emanating from such property or compliance with applicable laws, ordinances and codes. The failure to properly maintain compliance with such laws or remediate a property in the event of such release may also adversely affect our ability to lease, sell or rent the property or to borrow funds using the property as collateral. The lease agreements generally obligate our tenants to comply with applicable environmental laws, regulations and ordinances and to indemnify us if their noncompliance results in losses or claims against us, and we expect that any future leases will include the same provisions for other operators. A tenant’s failure to comply could result in fines and penalties or the requirement to undertake corrective actions, which may result in significant costs to the operator and thus adversely affect their ability to meet their obligations to us. We are not aware of any environmental issues that are expected to have a material impact on the operations of any of our properties. New laws and regulations relating to sustainability and climate change may include specific disclosure requirements or other obligations that may require additional investments and implementation of new practices and reporting processes. Our tenants’ control of our leased properties (which is inherent to the triple-net lease structure) presents challenges with respect to our ability to collect property-level environmental data and metrics and implement sustainability initiatives (including energy and emissions reduction), which may in turn impact our ability to comply with certain regulatory requirements to which we are or may become subject. 11 Table of Contents Sustainability We continue to focus on developing our efforts related to implementing and reporting on environmental sustainability efforts at our properties, including our corporate headquarters, our Golf Courses (operated by Cabot-Managed Properties) and our triple-net leased portfolio. We are committed to the improvement of environmental conditions through our business activities within the scope of our capabilities, and we periodically engage with key stakeholders with regard to environmental sustainability priorities, among other things, including through a stakeholder materiality assessment performed in 2023. • Governance and Strategy. Our ESG Committee, comprised of employees across multiple functional areas and professional levels, including our Chief Financial Officer and General Counsel, leads our environmental sustainability initiatives (including with respect to climate change). Management retains ultimate responsibility over our environmental sustainability initiatives, engages with the ESG Committee and reports to the Nominating and Governance Committee of our Board of Directors on a quarterly basis, and more frequently as necessary, with respect to environmental sustainability matters. Additionally, we engage a strategic ESG consultant to advise us on our continued enhancement of, among other things, our sustainability performance, our tenant and stakeholder engagement initiatives, and our related reporting (including pursuant to external disclosure frameworks and standards). We continue to progress our ESG program in accordance with an internal multi-year strategic roadmap for the development and implementation of additional initiatives across a broad range of ESG topics, including sustainability initiatives at our golf courses, expanded tenant engagement efforts, greenhouse gas emissions evaluation and reporting, participation in additional evaluation and scoring frameworks, and the development of internal processes to support and facilitate these initiatives. • Golf Courses. We have implemented recording and reporting protocols through a third-party service provider to facilitate the monitoring of utility data in order to more fully understand the environmental impact of our operations, key drivers and trends with respect to utility usage at each of our courses and identify opportunities to improve sustainability performance, including with respect to energy and water consumption, recycling and waste, and promoting biodiversity. We have also performed energy and water audits and regulatory assessments at each of the Golf Courses to further inform our sustainability initiatives. A portion of capital expenditures at our Golf Courses is allocated to improving the sustainability of the courses, including projects to reduce electricity and fuel usage (and thus, energy usage and emissions), reduce water consumption and improve efficiency, and reduce waste in favor of recycling and repurposing. Pursuant to our management agreement with Cabot-Managed Properties with respect to the Golf Courses, we work in partnership with Cabot-Managed Properties to continue to implement sustainability initiatives at the Golf Courses and improve their environmental performance. • Triple-Net Portfolio. We continue to pursue tenant engagement initiatives designed to assist us in understanding the environmental impact of our leased properties, collecting environmental sustainability data in order to monitor sustainability metrics throughout our leased property portfolio, and encouraging our tenants to pursue sustainability initiatives in their operations at our leased properties. Our leased properties are leased pursuant to long-term triple-net leases, which provide our tenants with complete control over operations at our leased properties, including the implementation of environmental sustainability initiatives consistent with their business strategies and revenue objectives. Certain of our leases permit us to require the collection or reporting of environmental sustainability data (including pursuant to relevant “green lease” provisions). Although not all of our leases include such provisions, certain of our tenants also report voluntarily regarding such matters, including with respect to, among other things, water, electricity/fuel and energy use, greenhouse gas emissions, waste generation and diversion, green building certifications and the implementation of efficiency measures with respect to the foregoing. Our tenants pursue a broad range of ESG programs and initiatives, such as the implementation of energy, water and waste-related efficiency measures at our properties, on-site renewable energy, operational improvements, and sustainable hospitality programs, and independently report to their respective investors and other stakeholders regarding such efforts. Certain of our tenants, including Caesars and MGM, have also independently set sustainability-related targets with respect to their overall business and portfolio, which include our leased properties. • Climate Change. We evaluate climate change risk throughout our portfolio, including property-specific physical climate risk assessments in connection with transactional due diligence (and subsequently on a periodic basis) and more broadly with respect to our overall portfolio (including the identification of material risks and the concentration/distribution of such risks across our portfolio). We have shared certain climate risk findings with our tenants to facilitate their independent climate risk management and mitigation efforts in connection with their operations at our properties. We also assess transition-related climate risks, such as potential legal and regulatory, technological, market-based, and reputational impacts, in light of our triple-net lease operating model. With the assistance of an environmental due diligence provider and consultant, we have performed, and expect to continue to perform on a 12 Table of Contents periodic basis, climate-related risk assessments with respect to our property portfolio. Our most recent climate-related risk analysis performed in early 2025 was comprised of individual property-level risk analyses, multiple climate scenario analyses within our identified time horizons, a regulatory review of active and impending sustainable building regulations, and additional community resilience assessments with respect to certain geographies in which we own multiple properties (such as Las Vegas, Nevada and Atlantic City, New Jersey). We have disclosed our climate change strategy, governance, risk management and certain metrics and targets in alignment with the Task Force on Climate-Related Financial Disclosures (TCFD) guidelines and incorporated climate change-related risk into our enterprise risk management framework. Investment Policies Our investment objectives are to increase cash flow from operations, achieve sustainable long-term growth and maximize stockholder value to allow for stable dividends and stock appreciation. We have not established a specific policy regarding the relative priority of these investment objectives. Our future investment activities will not be limited to any geographic area or to a specific percentage of our assets. We intend to engage in such future investment activities in a manner that is consistent with our qualification as a REIT for U.S. federal income tax purposes. • Investment in Real Estate or Interests in Real Estate. Our business is focused primarily on gaming, hospitality, wellness, entertainment and leisure sector properties and activities directly related thereto, which we refer to as “experiential assets”. We believe there are significant, ongoing opportunities to acquire or invest in additional gaming, hospitality, wellness, entertainment and leisure assets, both domestically and internationally. We do not have a specific policy to acquire assets primarily for capital gain or primarily for income. In addition, we may purchase or lease income- producing commercial and other types of properties for long-term investment, expand and improve the properties we presently own or other acquired properties, or sell such properties, in whole or in part, when circumstances warrant. We may participate with third parties in property ownership, through joint ventures or other types of co-ownership, and we may engage in such activities in the future if we determine that doing so would be the most effective means of owning or acquiring properties. We do not expect, however, to enter into a joint venture or other partnership arrangement to make an investment that would not otherwise meet our investment policies. We also may acquire real estate or interests in real estate in exchange for the issuance of common stock, preferred stock or options to purchase stock or interests in our subsidiaries, including VICI OP. We may also pursue opportunities to provide mortgage or mezzanine financing, preferred equity investments or other forms of financing for investment in certain situations where such structure provides for strategic growth opportunities and/or partnerships, and may in certain circumstances provide the potential to convert our investment into the ownership of the underlying real estate in a future period. Equity investments in acquired properties may be subject to existing mortgage financing and other indebtedness or to new indebtedness, which may be incurred in connection with acquiring or refinancing these investments. Principal and interest on our debt will have priority over any dividends with respect to our common stock. Investments are also subject to our policy not to be required to register as an investment company under the Investment Company Act of 1940, as amended. • Investments in Real Estate Debt. We have made, and may continue to make, investments in mortgages or other forms of real estate-related debt, including, without limitation, traditional mortgages, participating or convertible mortgages, mezzanine loans or preferred equity investments; provided, in each case, that such investment is consistent with our qualification as a REIT. These investments are generally made for strategic purposes, including (i) the potential to convert our investment into the ownership of the underlying real estate in a future period, (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 policies and objectives and (iii) the ability to make initial investments in experiential asset classes outside of gaming with the goal of increasing our investment activity in these asset classes over time. Investments in real estate-related debt are subject to various risks, including the risk that a borrower may default under certain provisions governing the debt investment and that the collateral securing the investment may not be sufficient to enable us to recover our full investment. • Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers. We may invest in securities of other REITs, other entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over such entities, subject to the asset tests and gross income tests necessary for our qualification as a REIT. We do not currently have any policy limiting the types of entities in which we may invest or 13 Table of Contents the proportion of assets to be so invested, whether through acquisition of an entity’s common stock, limited liability or partnership interests, interests in another REIT or entry into a joint venture. We have no current plans to make additional investments in entities that are not engaged in real estate activities. Our investment objectives are to maximize the cash flow of our investments, acquire investments with growth potential and provide cash distributions and long-term capital appreciation to our stockholders through increases in the value of our company. We have not established a specific policy regarding the relative priority of these investment objectives. • Investments in Short-term Commercial Paper and Discount Notes. 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 of up to 180 days. Financing Policies We expect to employ leverage in our capital structure in amounts that we determine appropriate from time to time. Our Board of Directors has not adopted a policy that limits the total amount of indebtedness that we may incur, but will consider a number of factors in evaluating our level of indebtedness from time to time, as well as the amount of such indebtedness that will be either fixed or variable rate. We are, however, and expect to continue to be, subject to certain indebtedness limitations pursuant to the restrictive covenants of our outstanding indebtedness. We may from time to time modify our debt policy in light of then-current economic conditions, relative availability and costs of debt and equity capital, market values of our properties, general market conditions for debt and equity securities, fluctuations in the market price of our shares of common stock, growth and acquisition opportunities and other factors. If these limits are relaxed, we could potentially become more highly leveraged, resulting in an increased risk of default on our obligations and a related increase in debt service requirements that could adversely affect our financial condition, liquidity and results of operations and our ability to make distributions to our stockholders. To the extent that our Board of Directors or management determines that it is necessary to raise additional capital, we may, without stockholder approval, borrow money under the Revolving Credit Facility (as defined in Note 7 - Debt), issue debt or equity securities, including securities senior to our shares, retain earnings (subject to the REIT distribution requirements for U.S. federal income tax purposes), assume indebtedness, obtain mortgage financing on a portion of our owned properties, engage in a joint venture, or employ a combination of these methods. Intellectual Property Most of the properties within our portfolio are currently operated and promoted under trademarks and brand names not owned by us. In addition, properties that we may acquire in the future may be operated and promoted under these same trademarks and brand names, or under different trademarks and brand names we do not, or will not, own. During the term that our properties are managed by our tenants, we are reliant on them to maintain and protect the trademarks, brand names and other licensed intellectual property used in the operation or promotion of the leased properties. Operation of the leased properties, as well as our business and financial condition, could be adversely impacted by infringement, invalidation, unauthorized use or litigation affecting any such intellectual property. In addition, if any of our properties are rebranded, it could have a material adverse effect on us, as we may not enjoy comparable recognition or status under a different brand. Corporate Information We were initially organized as a limited liability company in the State of Delaware on July 5, 2016 as a wholly owned subsidiary of Caesars Entertainment Operating Company, Inc. (“CEOC”). On May 5, 2017, we subsequently converted to a corporation under the laws of the State of Maryland and issued shares of common stock to CEOC as part of our formation transactions, which shares were subsequently transferred by CEOC to our initial stockholders. Our principal executive offices are located at 535 Madison Avenue, 28th Floor, New York, New York 10022 and our main telephone number at that location is (646) 949-4631. Our website address is www.viciproperties.com. None of the information on, or accessible through, our website or any other website identified herein is incorporated in, or constitutes a part of, this Annual Report on Form 10-K. Our electronic filings with the SEC (including annual reports on Form 10- K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and any amendments to these reports), including the exhibits, are available free of charge through our website as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. 14 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K, 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 law. Forward-looking statements are based on our current plans, expectations and projections about future events. We therefore caution you against relying on any of these forward-looking statements. They give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed in or implied by such forward-looking statements. The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance and achievements could differ materially from those set forth in the forward-looking statements and may be affected by a variety of risks and other factors, including, among others: • the impact of changes in general economic conditions and market developments, including inflation, interest rates, supply chain disruptions, consumer confidence levels, changes in consumer spending, unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy; • the impact of the changing interest rate environment on us, including our ability to successfully pursue investments in, and acquisitions of, additional properties and to obtain debt financing for such investments at attractive interest rates, or at all; • risks associated with our transactions, including our ability or failure to realize the anticipated benefits thereof; • our dependence on our tenants at our properties and their affiliates that serve as guarantors of the lease payments, and the negative consequences any material adverse effect on their respective businesses could have on us; • the possibility that any transactions may not be consummated on the terms or timeframes contemplated, or at all, including our ability to obtain the financing necessary to complete any acquisitions on the terms we expect in a timely manner, or at all, the ability of the parties to satisfy the conditions set forth in the definitive transaction documents, including the receipt of, or delays in obtaining, governmental and regulatory approvals and consents required to consummate such transactions, or other delays or impediments to completing the transactions; • the anticipated benefits of certain arrangements with certain tenants in connection with our funding of “same store” capital improvements in exchange for increased rent pursuant to the terms of our agreements with such tenants, which we refer to as the Partner Property Growth Fund strategy; • our decision and ability to exercise our purchase rights under our put-call agreements, call agreements, right of first refusal agreements and right of first offer agreements; • our borrowers’ ability to repay their outstanding loan obligations to us; • our dependence on the gaming industry; • our ability to pursue our business and growth strategies may be limited by the requirement that we distribute 90% of our REIT taxable income in order to qualify for taxation as a REIT and that we distribute 100% of our REIT taxable income in order to avoid current entity-level U.S. federal income taxes; • the impact of extensive regulation from gaming and other regulatory authorities; • the ability of our tenants to obtain and maintain regulatory approvals in connection with the operation of our properties, or the imposition of conditions to such regulatory approvals; • the possibility that our tenants may choose not to renew their respective lease agreements following the initial or subsequent terms of the leases; • restrictions on our ability to sell our properties subject to the lease agreements; • our tenants and any guarantors’ historical results may not be a reliable indicator of their future results; • our substantial amount of indebtedness, and ability to service, refinance (at attractive interest rates, or at all), and otherwise fulfill our obligations under such indebtedness; • our historical financial information may not be reliable indicators of our future results of operations, financial condition and cash flows; 15 Table of Contents • the possibility that we identify significant environmental, tax, legal or other issues, including additional costs or liabilities, that materially and adversely impact the value of assets acquired or secured as collateral (or other benefits we expect to receive) in any of our completed transactions; • the impact of changes to tax laws and regulations, including U.S. federal income tax laws or global tax laws; • the impact of changes in governmental or regulatory actions and initiatives; • the possibility of adverse tax consequences as a result of our completed transactions, including tax protection agreements to which we are a party; • increased volatility in our stock price, including as a result of our completed transactions; • our inability to maintain our qualification for taxation as a REIT; • the impact of climate change, natural disasters, war, political and public health conditions or uncertainty or civil unrest, violence or terrorist activities or threats on our properties, or in areas where our properties are located and changes in economic conditions or heightened travel security and health measures instituted in response to these events; • the loss of the services of key personnel; • the inability to attract, retain and motivate employees; • the costs and liabilities associated with environmental compliance; • failure to establish and maintain an effective system of integrated internal controls; • the risks related to us or our tenants not having adequate insurance to cover potential losses; • our reliance on distributions received from our subsidiaries, including VICI OP, to make distributions to our stockholders; • the potential impact on the amount of our cash distributions if we were to sell any of our properties in the future; • our ability to continue to make distributions to holders of our common stock or maintain anticipated levels of distributions over time; • competition for transaction opportunities, including from other REITs, investment companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors that may have greater resources and access to capital and a lower cost of capital or different investment parameters than us; and • additional factors discussed herein and listed from time to time as “Risk Factors” in our filings with the SEC, including without limitation, in our subsequent reports on Form 10-K, Form 10-Q and Form 8-K. Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements. All forward-looking statements are made as of the date of this Annual Report on Form 10-K 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. 16 Table of Contents ITEM 1A. Risk Factors You should be aware that the occurrence of any of the events described in this section and elsewhere in this report or in any other of our filings with the SEC could have a material adverse effect on our business, financial position, liquidity, results of operations and cash flows. In evaluating us, you should consider carefully, among other things, the risks described below. The risks and uncertainties described below are not the only ones we face, but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not presently known to us or that, as of the date of this Annual Report on Form 10-K, we deem immaterial may also harm our business. Some statements included in this Annual Report on Form 10-K, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Risks Related to Our Business and Operations We are and expect to continue to be significantly dependent on our tenants for substantially all of our revenues and, because our tenants are required to pay a significant portion of their cash flow from operations to us pursuant to, and subject to the terms and conditions of, our respective lease agreements and other agreements with them, an event that has a material adverse effect on any of our significant tenants could have a material adverse effect on us. We depend on our tenants to operate the properties that we own in a manner that generates revenues sufficient to allow the tenants to meet their obligations to us. Our two largest tenants, Caesars and MGM, comprise approximately 74% of our total leasing revenues for the year ended December 31, 2024. Under our respective lease agreements with Caesars and MGM, they are obligated to pay us approximately $1.2 billion and $1.1 billion, respectively, in estimated annual lease payments for 2025. Because our leases are triple-net leases, in addition to the rent payment obligations of our tenants, we depend on our tenants to pay substantially all insurance, taxes, utilities and maintenance and repair expenses in connection with the leased properties and to indemnify, defend and hold us harmless from and against various claims and liabilities arising in connection with their businesses. There can be no assurance that our tenants will have sufficient assets, income or access to financing to enable them to satisfy their payment and other obligations under their leases with us, or that any applicable guarantor will be able to satisfy its guarantee of the applicable tenant’s obligations. Our tenants rely on the properties they or their respective subsidiaries own and/or operate for income to satisfy their obligations, including their debt service requirements and rental and other payments due to us or others, and these payments may constitute a significant portion of their cash flow from operations. If a tenant’s income at our leased properties were to significantly decline for any reason, or if a tenant’s debt service requirements were to significantly increase or if their creditworthiness were to become impaired for any reason, a tenant or any applicable guarantor may become unable or unwilling to satisfy its payment and other obligations under their leases or other agreements with us. The inability or unwillingness of a significant tenant to meet its payment or other obligations under a lease or other payment obligation with us could materially and adversely affect our business, financial condition, liquidity, or results of operations, including our ability to make distributions to our stockholders. Additionally, these obligations may limit our tenants’ ability to fund their operations or development projects, raise capital, make acquisitions, and otherwise respond to competitive and economic changes by making investments to maintain and grow their portfolio of businesses and properties, which may adversely affect their competitiveness and the ability of their applicable subsidiaries and guarantors to satisfy their obligations to us under the applicable lease agreements and the related guarantees, respectively. Moreover, given the importance of our significant tenants to our business, a failure on the part of a significant tenant to maintain its business or financial performance or experience any deterioration of its creditworthiness could materially and adversely affect us, even in the absence of a default under our agreements with such tenant. Due to our dependence on rental and other payments from our tenants as our primary source of revenue, we may be limited in our ability to enforce our rights under our lease agreements or other agreements with our tenants or terminate such other agreements or, due to our predominantly master lease structure, certain leases with respect to any particular property. Failure by one of our tenants to comply with the terms of their respective leases or to comply with the gaming regulations to which the leased properties are subject could result in, among other things, the termination of an applicable lease agreement, requiring us to find another tenant for such property or properties to the extent possible, or a decrease or cessation of rental payments by such tenant, as the case may be. In such event, we may lose our interest in a property subject to an applicable ground lease or be unable to locate a suitable, creditworthy tenant at similar rental rates or at all, which would have the effect of reducing our rental revenue and could have a material adverse effect on our business, financial condition, liquidity, and results of operations. 17 Table of Contents We are dependent on the gaming industry and may be susceptible to risks associated with it, including heightened competition, regulatory developments, changes in consumer behavior and discretionary spending, and the overall macroeconomic environment and outlook. As the landlord and owner of gaming facilities, we are impacted by risks associated with the gaming industry, which is characterized by a high degree of competition among a large number of industry participants, including brick and mortar casinos, riverboat casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, emerging varieties of internet gaming, sports betting and other forms of gaming in the United States and, in a broader sense, gaming operators face competition from all manner of leisure and entertainment activities. Gaming competition is intense in most of the markets where our facilities are located, and may continue to increase as a result of, among other things, the expansion or improvement of facilities by existing market participants, the availability of additional licenses in a given jurisdiction, the entrance of new gaming participants into a market, increased internet gaming and sports betting or legislative changes in various jurisdictions (including those relating to the foregoing). As competing properties and new markets are opened, our tenants’ businesses may be adversely impacted and as a result we may be negatively impacted. Additionally, the casino entertainment industry represents a significant source of tax revenues to the various jurisdictions in which casinos operate. From time to time, various state and federal legislators and officials have proposed changes in tax laws, or in the administration of such laws, including increases in tax rates, which would affect our tenants and the industry. If adopted, such changes could adversely impact the business, financial condition, results of operations and prospects of our gaming tenants, including our significant tenants. Historically, economic indicators such as GDP growth, consumer confidence and employment are correlated with demand for gaming, entertainment and leisure properties, including casinos and racetracks, and economic recessions, contractions or slowdowns have generally led to a decrease in discretionary spending on associated leisure activities. In addition, weakened general economic conditions such as, but not limited to, recessions, lackluster recoveries from recessions, contractions, high unemployment levels, higher income taxes, inflation, low levels of consumer confidence, weakness in the housing market, cultural and demographic changes, instability in global, national and regional economic activity and increased stock market volatility have historically adversely affected, and may continue to adversely affect, leisure and business travel, discretionary spending, consumer preferences, and other areas of economic behavior that directly impact the gaming industry and, as a result, may negatively impact our business, financial condition, and operating cash flows. Other factors over which we and our tenants have no control, including public health crises, labor shortages, travel restrictions, supply chain disruptions and property closures, may also adversely affect the gaming industry. As we are subject to risks inherent in substantial investments in a single industry, a decrease in the gaming business would likely have a greater adverse effect on us than if we owned a more diversified real estate portfolio, particularly because, among other things, a component of the rent under certain of the lease agreements will be based, over time, on the performance of the gaming facilities operated by our tenants within our properties. As a result of such dependence on the gaming industry, the immediate and long-term effects of the foregoing on the gaming industry could be material and adverse to our business, financial condition, liquidity, results of operations and prospects. Because a concentrated portion of our revenues are generated from the Las Vegas Strip, we are subject to greater risks than a company that is more geographically diversified. Our properties on the Las Vegas Strip generated approximately 48% of our total revenues for the year ended December 31, 2024 and we expect this concentration to continue in the foreseeable future. Therefore, our business may be significantly affected by risks common to the Las Vegas tourism industry, such as the impact of any events that limit or disrupt travel to and from Las Vegas (including the cost and availability of air services), work stoppages and other labor unrest, strikes, or other business interruptions. Moreover, due to the importance of our properties on the Las Vegas Strip, we may be disproportionately affected by general risks such as economic conditions, changing consumer behavior, severe weather and climate impacts (including heat stress, water stress and drought), natural disasters (including major fires, floods and earthquakes), and acts of terrorism, should such developments occur in or nearby, or otherwise impact, Las Vegas. As a result of such geographic concentration of risks, the immediate and long-term effects of the foregoing could have a material and adverse effect on our business, financial condition, liquidity, results of operations, and prospects. Our pursuit of acquisitions of, and investments in, experiential assets and other strategic opportunities are in a highly competitive industry and may be unsuccessful or fail to meet our expectations, and we may not identify all potential costs and liabilities in connection with such acquisitions or investments. We intend to continue to pursue acquisitions of, and investments in, gaming, hospitality, wellness, entertainment and leisure sector properties and activities directly related thereto, which we refer to as “experiential assets”, and other strategic opportunities. However, we operate in a highly competitive industry and face competition from other REITs, investment 18 Table of Contents companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors, some of whom are larger and have greater resources, access to capital and lower costs of capital or different investment parameters. Increased competition and interest from other companies in investing in and acquiring gaming-entitled real estate will make it more challenging to identify and successfully capitalize on transaction opportunities that meet our investment objectives. If we cannot make investments in a sufficient quantity of gaming properties and other experiential properties at favorable prices or if we are unable to finance transactions on commercially favorable terms, our business, results of operations and prospects could be materially and adversely affected. Additionally, the fact that we must distribute 90% of our REIT taxable income in order to maintain our qualification as a REIT may limit our ability to rely upon rental payments from our leased properties or subsequently acquired properties in order to finance these strategic investments and transactions. As a result, if debt or equity financing is not available on acceptable terms, further transactions might be limited or curtailed. Pursuant to our investment strategy, we may often be engaged in evaluating potential transactions and other strategic alternatives. The investigation of such transactions and strategic alternatives, including financial analysis and underwriting, due diligence and negotiation, drafting, and execution of relevant agreements, requires substantial management time and attention and may impose substantial costs for financial advisors, accountants, attorneys and other advisors. If a specific transaction does not proceed or is not consummated for any reason, including those beyond our control, the costs incurred up to that point likely would not be recoverable and significant management time will have been lost, which could have a material adverse effect on us. Additionally, we may not identify all potential costs and liabilities in the course of our due diligence in connection with these opportunities. In the event that a cost or liability is not adequately identified in the course of such due diligence or addressed in the course of negotiating such transaction, we may not fully realize the anticipated benefit of such transaction, if at all, or our business, financial condition and results of operations could be adversely affected. Further, even if we are able to acquire or invest in additional properties in the future, there is no guarantee that such properties will be able to maintain their historical performance or achieve their projected performance, which may prevent the ability of our tenants or borrowers to meet their obligations to us under the applicable agreements. In addition, our financing of these acquisitions and investments could negatively impact our cash flows and liquidity, require us to incur substantial debt or involve the issuance of new equity, which would be dilutive to existing stockholders. Due to market considerations and in light of the timing typically required to obtain regulatory approvals for gaming transactions, any such financing may take place substantially in advance of closing of such transaction (and the receipt of rent or other payments under a lease or other applicable agreement) and negatively impact our operating results during such period. In addition, we cannot make assurances that we will be successful in implementing our business and growth strategies or that any additional transactions will improve our financial performance or operating results. The failure to identify and acquire or invest in new properties effectively, or the failure of any acquired properties to perform as expected, could have a material adverse effect on our business, financial condition, results of operations, and prospects, as well as our ability to make distributions to our stockholders. We and our tenants face extensive regulation from gaming and other regulatory authorities, and our charter provides that any of our shares held by investors who are found to be unsuitable by state gaming regulatory authorities are subject to redemption, which may delay or prohibit a change in control. The ownership, operation, and management of gaming and racing facilities are subject to extensive regulation by one or more gaming authorities in each applicable jurisdiction where gaming and racing facilities are permitted. These regulations impact our gaming and racing tenants and persons associated with such facilities operating at our properties, which in many jurisdictions include us as the landlord and owner of the real estate. Gaming regulatory authorities also have broad powers with respect to the licensing of casino operations and may require us and/or our affiliates to maintain certain licenses or be found suitable as a landlord and certain of our stockholders, officers and directors may be required to be found suitable as well. Under certain circumstances, gaming authorities may revoke, suspend, condition or limit the gaming or other licenses of us or our tenants, impose substantial fines or take other actions, any one of which could adversely impact the business, financial condition, liquidity, and results of operations of us or our tenants. Additionally, gaming compliance issues in one jurisdiction may lead to reviews and compliance issues in other jurisdictions. The loss of gaming licenses by us could result in, among other things, an event of default under certain of our debt agreements, and cross-default provisions could cause an event of default under one debt agreement to trigger an event of default under our other debt agreements. Our outstanding shares of capital stock are held subject to applicable gaming laws. In many jurisdictions, gaming laws can require certain of our stockholders to file an application, be investigated, and qualify or have such person or entity’s suitability determined by gaming authorities, and gaming authorities have very broad discretion in making such determinations. Gaming authorities may conduct investigations into the conduct or associations of our stockholders to ensure compliance with applicable standards. Many jurisdictions also require any person who acquires beneficial ownership of more than a certain percentage of voting securities of a gaming company and, in some jurisdictions, non-voting securities, typically 5% of a publicly traded company, to report the acquisition to gaming authorities, and gaming authorities may require such holders to 19 Table of Contents apply for qualification, licensure or a finding of suitability, subject to limited exceptions for “institutional investors” that hold a company’s securities for passive investment purposes only. Any person owning or controlling at least 5% of the outstanding shares of any class of our capital stock is required to promptly notify us of such person’s identity and apply for qualification, licensure, finding of suitability, or an institutional investor waiver, as applicable. Some jurisdictions may also limit the number of gaming licenses in which a person may hold an ownership or a controlling interest. Our charter provides that all of our shares held by investors who are found to be unsuitable by regulatory authorities are subject to redemption upon our receipt of notice of such finding and, in some cases, we may be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we engage in certain transactions with that stockholder or fail to cause that stockholder to relinquish their securities. Finally, certain corporate actions must be reported to, and in some cases approved by, certain gaming authorities in advance of a transaction, including substantially all material loans, significant acquisitions, leases, sales of securities and similar financing transactions by us and our subsidiaries, and changes in control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise. As a result, entities seeking to acquire control of us or one of our subsidiaries (and certain of our affiliates) must satisfy gaming authorities with respect to a variety of stringent standards prior to assuming control. Failure to satisfy the stringent licensing standards may preclude such entities from acquiring an ownership or a controlling interest in us or one of our subsidiaries (and certain of our affiliates) and/or require the entities to divest such interest. If the consummation of a transaction by an entity seeking to acquire control of us or one of our subsidiaries is delayed or prohibited by regulatory authorities, we or our stockholders may be limited or otherwise unable to realize the benefits of the proposed transaction. Required regulatory approvals can delay or prohibit transfers of our gaming properties or the consummation of transactions, which could result in periods in which we are unable to receive rent related to, or otherwise realize the benefits of, such transactions. Tenants at our gaming properties are required to be licensed under applicable law in order to operate any of our properties as gaming facilities. The loss of gaming licenses by our tenants could result in, among other things, the cessation of operations at one or more of the facilities we lease to such tenants. As a result, if a lease agreement for a gaming property is terminated (which could be required by a regulatory agency) or expires, any new tenant must be licensed and receive other regulatory approvals to operate such property as a gaming facility. Any delay in, or inability of, a new tenant to receive required licenses and other regulatory approvals from the applicable state and county government agencies may prolong the period during which the property is unoccupied and we are unable to collect the applicable rent. Further, in any such event, the property may not be permitted to continue to operate as a gaming facility and we may be unable to collect rent or transfer or sell the affected property as a gaming facility, which could materially adversely affect the fair value of the affected property. Given the highly regulated nature of the gaming industry, any future gaming transactions we enter into are likely to be subject to regulatory approval in one or more jurisdictions, including with respect to any transfers in ownership, operating licensure or other regulatory considerations. If the consummation of a transaction is delayed or prohibited by regulatory authorities, we may be limited or otherwise unable to realize the benefits of the proposed transaction, which may have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. We are subject to additional risks due to our international investments and acquisitions, including properties that we own, or may acquire in the future, outside the United States. The value of the properties in which we invest or acquire in non-U.S. jurisdictions may be affected by factors specific to the laws and business practices of such jurisdictions, which may expose us to risks that are different from and in addition to those commonly found in the United States, including, but not limited to: (i) the burden of complying with non-U.S. laws, including land use and zoning laws or more stringent environmental laws; (ii) existing or new laws relating to the foreign ownership of real property and laws restricting our ability to repatriate earnings and cash into the United States; (iii) the potential for expropriation; (iv) adverse effects of changes in the exchange rate between U.S. dollars and foreign currencies in which revenue is generated at our properties outside the United States; (v) the imposition of adverse or confiscatory taxes, changes in income and other tax rates or laws and changes in other operating expenses in such foreign jurisdictions; (vi) possible challenges to the anticipated tax treatment of our revenue and our properties; (vii) the potential difficulty of enforcing rights and obligations in foreign jurisdictions; and (viii) our more limited experience and expertise in foreign countries relative to our experience and expertise in the United States. Under certain of our lease agreements, rent is payable in foreign currencies with respect to some or all of the properties under the applicable lease agreements. In addition, we have incurred and may continue to incur indebtedness that is denominated in foreign currencies to fund our international investments. As a result, we are subject to foreign currency risk due to potential fluctuations in exchange rates between these foreign currencies and the U.S. dollar. A significant change in the value of the foreign currency of one or more countries where we have a significant investment or receive significant rental revenue may 20 Table of Contents have a material adverse effect on our business and, specifically, our U.S. dollar reported financial condition and results of operations. While we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in foreign exchange rates, we may not realize the anticipated benefits from these arrangements or these arrangements may be insufficient to mitigate our exposure. Our long-term, triple-net leases include rent escalations over specified periods that will generally continue to apply regardless of the amount of cash flows generated by the properties subject to such lease agreements, and such lease agreements may not result in fair market lease rates over time. All of our rental revenue and a substantial majority of our total revenue is generated from our long-term triple-net lease agreements and, consistent with typical triple-net leases, our lease agreements have longer lease terms, with a weighted average lease term (inclusive of extension options) of all of our lease agreements as of December 31, 2024 of 40.7 years. See Item 1 “Business-Our Lease Agreements” and Item 1 “Business-Our Relationship with Caesars and MGM” for additional information regarding such agreements. Our lease agreements contain annual escalation provisions, certain of which are tied to changes in CPI (or similar metrics with respect to other geographies), although these annual escalators in some cases do not apply until future periods. In addition, certain of these annual escalators are subject to a maximum cap, which could result in lower rent escalation than the actual CPI increase in a single year or over a longer period. For example, under the MGM Master Lease, the escalator is fixed at 2.0% for years two through ten of the MGM Master Lease and, for the remainder of the term, the escalator is the greater of 2.0% and CPI, subject to a 3.0% cap. Inflation as measured by changes in CPI increased at an average of 2.9% in 2024. Accordingly, there is a risk that contractual rental increases in future years may fail to match inflation rates or result in fair market rental rates over time. Sustained inflation rates that are above any CPI escalator cap could over time result in our receiving rental income below fair market lease rates, which could adversely impact the fair value of the assets and our business, financial condition, results of operations and prospects. In addition, the annual rent escalations under the lease agreements over specified periods will generally continue to apply regardless of the amount of cash flows generated by the properties that are subject to such lease agreements. Accordingly, if the cash flows generated by such properties decrease, do not increase at the same rate as the rent escalations, or do not increase as anticipated, including in connection with any capital improvement projects (such as those financed through our Partner Property Growth Fund strategy), the rents payable under such lease agreements will over time comprise a higher percentage of the cash flows generated by the applicable tenant and/or guarantor, which could make it more difficult for them to meet their respective obligations to us under the lease agreements (and related guarantees, as applicable). Finally, our tenants may choose not to renew our lease agreements at the end of the initial lease term or any additional renewal term thereafter. If a lease agreement expires without renewal and we are not able to find one or more suitable, creditworthy replacement tenants on the same or more attractive terms, our business, financial condition, liquidity, results of operations and prospects may be materially and adversely affected, including our ability to make distributions to our stockholders at the then current level, or at all. Our ability to sell, dispose of and use our properties may be limited by the contractual terms of our lease agreements, tax protection agreements or other agreements with our tenants, or otherwise impacted by matters relating to our real estate ownership. Our ability to sell or dispose of our properties may be hindered by, among other things, the fact that such properties are subject to lease agreements, as the terms of each lease agreement require that a purchaser assume the applicable lease agreement or, in certain cases, enter into a severance lease for the sold property on substantially the same terms as contained in the applicable lease agreement, which may make our properties less attractive to a potential buyer than alternative properties that may be for sale. Additionally, our properties may be subject to use restrictions and/or operational requirements imposed pursuant to ground leases, restrictive covenants or conditions, reciprocal easement agreements or operating agreements or other instruments that could, among other things, adversely affect our ability to lease such properties, enforce our rights as a lender and otherwise realize additional value from these properties. In connection with certain of our transactions, including the MGP Transactions (as defined in Note 3 - Real Estate Transactions), we entered into tax protection agreements which could limit our ability to sell or otherwise dispose of the subject property or properties contributed to us, and we may enter into similar such agreements in the future. Therefore, although it may be in the best interests of our stockholders for us to sell a certain property, it may be economically prohibitive for us to do so during the specified period because of restrictions included within a tax protection agreement. For example, in connection with the MGP Transactions, we entered into the MGM Tax Protection Agreement pursuant to which, subject to certain exceptions, we agreed to indemnify the Protected Parties (as defined in the MGM Tax Protection Agreement) for certain tax liabilities, during the Protected Period (as defined in the MGM Tax Protection Agreement), resulting from (i) the sale, transfer, exchange or other disposition of Protected Property (as defined in the MGM Tax Protection Agreement), (ii) a merger, consolidation, or transfer of all of the assets of, or certain other transactions undertaken by us pursuant to which the ownership interests of the Protected Parties in VICI OP are required to be exchanged in whole or in part 21 Table of Contents for cash or other property, (iii) the failure of VICI OP to maintain approximately $8.5 billion of nonrecourse indebtedness allocable to the Protected Parties, which amount may be reduced over time in accordance with the MGM Tax Protection Agreement, and (iv) the failure of VICI OP or us to comply with certain tax covenants that would impact the tax liabilities of the Protected Parties. In addition, as sole owner of the MGM Grand/Mandalay Bay JV, we bear any indemnity under the tax protection agreement previously entered into with MGM, which is effective through mid-2029, with respect to built-in gain and debt maintenance related to MGM Grand Las Vegas and Mandalay Bay. In the event that we breach restrictions in these agreements, we will be liable for grossed-up tax amounts associated with the income or gain recognized as a result of such breach. We are exposed to risks related to certain of our properties that are subject to ground and use lease arrangements. We are and may in the future be the lessee under long-term ground lease arrangements at certain of our properties or make investments into properties that are subject to long-term ground lease arrangements. Many of these ground lease arrangements involve local municipalities, states and other governmental bodies as the applicable lessor, such as Century Mile Racetrack, Chelsea Piers New York, and MGM National Harbor. Unless we purchase a fee interest in the underlying land and/or buildings subject to the leases, we will not own such properties or portions of such properties, as the case may be. Unless the terms of these ground and use leases are extended prior to expiration, we will no longer have rights with respect to these properties or portions of the properties, as the case may be, upon expiration of the applicable ground leases, which could impact our tenant’s ability to operate the property (to the extent the portions of property covered under the applicable ground and/or use lease are material to the operations of the property) and our rights and obligations under applicable lease agreements, which could adversely affect our business, financial condition and results of operations. Furthermore, payments under such leasehold interests may be periodically adjusted pursuant to the relevant contractual arrangements and may result in significantly higher rents, and while such payments are the responsibility of our tenants under the respective lease agreements, such increases could adversely affect us and our tenants’ business, financial condition and results of operations. In addition, we may rely on our tenants at such properties to maintain compliance with the terms of any such ground or use lease. Additionally, due to the greater risk in a loan secured by a leasehold interest than a loan secured by a fee interest, we face risks related to our investments secured by a leasehold interest, including if the borrower were to default under the terms of our loan or violate the terms of such ground lease. We may elect not to, or not be able to, purchase properties pursuant to our rights under certain agreements, including put-call, call right, right of first refusal, right of first offer and similar agreements, including if we are unable to obtain financing on attractive terms, or at all. Pursuant to certain put-call agreements, call agreements, right of first refusal, right of first offer and similar agreements, as further described in Item 1 "Business - Our Embedded Growth Pipeline", we have certain rights in connection with the potential or actual purchase or sale of properties covered by these agreements, subject to applicable terms and conditions. In many cases, the counterparties to these agreements are not obligated to sell the applicable properties and our right to purchase (or offer to purchase) these properties under these agreements may never be triggered. Additionally, in order to exercise these rights and any similar rights we obtain in the future, we would likely be required to secure additional financing and our substantial level of indebtedness or other factors could limit our ability to do so on attractive terms, or at all. If we are unable to obtain financing on terms acceptable to us, we may not be able to exercise these rights and acquire these properties. Further, each of these potential transactions remains subject to the terms and conditions of the applicable agreements, including with respect to due diligence, applicable regulatory approvals and customary closing conditions. In certain circumstances, we may elect not to exercise any such rights with respect to a given property. The bankruptcy or insolvency of any tenant, borrower or guarantor could result in the termination of the lease agreements, the related guarantees or loan agreements and certain lease agreements being re-characterized as disguised financing transactions. We are subject to the credit risk of our tenants and borrowers in connection with the rental and other obligations owed to us under applicable leases, guarantees, and other financing agreements. We cannot provide assurances that our tenants and borrowers will not default on their obligations and fail to make payments to us. If a tenant or borrower is unable to meet its financial obligations, including required payments to us, such inability may result in their bankruptcy or insolvency. In addition, in the event of a bankruptcy of our tenants, borrowers or their respective guarantors, any claim for damages under the applicable lease, loan agreement or guarantee may not be paid in full. Furthermore, with respect to tenants whose obligations are guaranteed by a single guarantor (including Caesars and MGM), although such tenants’ performance and payments are guaranteed, a default by the applicable tenant, or by the guarantor with respect to its guarantee, may cause a default under certain circumstances with regard to the entire portfolio covered by the respective lease agreements. In event of such a default, there can be no assurances that the tenants or the guarantor would 22 Table of Contents assume the applicable lease agreements or the related guarantees, and if such lease agreements or guarantees were rejected, the tenant or the guarantor, as applicable, may not have sufficient funds to pay the damages that would be owed to us as a result of the rejection and we might not be able to find a replacement tenant on the same or better terms. For these and other reasons, the bankruptcy of one or more of our tenants, borrowers or their respective guarantors could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. In addition, if Caesars declares bankruptcy, our business could be materially and adversely affected if a bankruptcy court re-characterizes certain components of our transactions with Caesars in connection with the merger between Eldorado Resorts, Inc. and Caesars in 2020 as a disguised financing transaction, specifically our modifications of the Caesars Las Vegas Master Lease to increase the annual rent payable to us associated with Caesars Palace Las Vegas and Harrah’s Las Vegas. In the event of re-characterization, our claim under a lease agreement with respect to the additional rent acquired in the Caesars-Eldorado transaction could either be secured or unsecured. The bankrupt tenant and other affiliates of Caesars and their creditors under this scenario may have the ability to restructure the terms, including the amount owed to us under the applicable lease with respect to the additional rent, and, if approved by the bankruptcy court, we could be bound by the new terms and prevented from collecting such additional rent acquired in the Caesars-Eldorado transaction from the date of such approval, and our business, financial condition, and results of operations could be materially and adversely affected. Our business is subject to risks associated with the potential sale or divestiture of properties or assets in the event we elect to pursue such sale or divestiture after an evaluation of our portfolio of businesses, including loss of revenue and lower-than-expected proceeds. From time to time, we may evaluate our properties and may, as a result, sell or attempt to sell, divest, or spin-off different properties or assets, subject, if applicable, to the terms of the applicable lease agreement. Any such sales or divestitures could affect our business, results of operations, and financial condition, including liquidity and our ability to comply with applicable financial covenants, as well as reduced revenue from the sold or divested properties. Divestitures have inherent risks, including possible delays in closing transactions (including as a result of difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales proceeds for the divested assets, and potential post-closing claims for indemnification. In addition, economic conditions, such as high inflation or heightened interest rates, and relatively illiquid real estate markets may result in fewer potential bidders and unsuccessful sales efforts with respect to any potential sales or divestitures. Our properties and the properties securing our loans are subject to risks from natural disasters and other adverse or extreme weather conditions, including the physical effects of climate change. Our properties and the properties securing our loans are subject to risks from natural disasters, other adverse or extreme weather conditions, and associated casualty and condemnation risks. In particular, if any of these scenarios were to occur and result in physical damage to our properties, we may incur material costs to address any such damage and protect or restore such assets (to the extent not covered by our tenants under the terms of our leases or by applicable insurance coverage). Additionally, changes to applicable building and zoning laws, ordinances and codes since the initial construction of our properties may limit a tenant’s ability or increase the cost of construction to restore the premises of a property to its previous condition (or to refurbish, expand or renovate such property to remain compliant) in the event of a substantial casualty loss with respect to the property. If any such developments occur, we may be unable to re-lease the space at a comparable effective rent or sell the property at an acceptable price, which may have a material adverse effect on our business, financial condition and results of operations. Furthermore, the effects of climate change may increase the frequency of significant or extreme weather events and result in other impacts, such as rising sea levels, water shortages, and increased average temperatures. With respect to our property portfolio, we believe that flooding, water stress/drought and heat stress pose the greatest material risk from the effects of climate change, although the nature and degree of these risks varies by geographic location and other factors. For example, in Las Vegas and the surrounding region, a significant majority of water is sourced from the Colorado River and water levels in Lake Mead, which serves as a reservoir, have steadily declined in recent years (with a partial recovery since 2022), resulting in various regulatory bodies pursuing water conservation initiatives. Severe drought or prolonged water stress experienced in Las Vegas and the surrounding region or in the other regions in which we own properties, as well as the potential impact of regulatory efforts to address such conditions, could adversely affect the business and financial results of the tenants operating at our properties in such regions. Any natural disasters, adverse or extreme weather conditions, or other climate-related events may result in a decrease in demand and/or a decrease in rent for our properties located in the areas affected by these conditions or affect consumer behaviors, preferences and spending, which may adversely impact the viability of our tenants’ operations and continued investment in our properties, our tenants’ and borrowers’ ability to fulfill their obligations to us, or the value of our properties 23 Table of Contents and our ability to re-lease such properties in the future, all of which may materially adversely affect our business, financial condition, results of operations and prospects. Our business is subject to risks associated with environmental compliance, including as a result of climate change laws and regulations and the transition to a lower carbon economy, and potential costs and liabilities associated with such compliance may materially impair the value of certain real estate properties owned by us. As an owner of real property, we are subject to various federal, state and local environmental and health and safety laws and regulations. In recent years, the assessment of the potential impact of climate change has begun to impact the activities of government authorities, the pattern of consumer behavior and other areas that impact the business environment. Certain jurisdictions in which our properties are located have enacted or plan to implement additional building and zoning laws, ordinances or codes relating to building performance standards, such as those intended to reduce energy emissions, which we may be subject to as the owner of record. Based on our most recent analysis completed in early 2025, twelve of our leased properties are currently subject to energy benchmarking and/or building performance standards due to their location. The promulgation of additional policies, laws or regulations relating to climate change by governmental authorities in the markets in which we own properties may result in, among other things, increased costs to adapt to the demands and expectations of climate change or lower carbon usage, retrofitting properties to be more energy efficient or comply with new rules or regulations, or other unforeseen costs, any of which could adversely impact the value of our properties and our or our tenants’ businesses. We do not operate or manage our properties subject to triple-net leases, although we may be held primarily or jointly and severally liable for costs relating to maintaining compliance with such laws, ordinances and codes or the investigation and clean-up of any property from which there has been a release or threatened release of a regulated material (including any damages or costs incurred by the government in connection with such contamination) as well as other affected properties, regardless of whether we knew of or caused the release. Under the lease agreements, our tenants are required to maintain compliance with applicable environmental laws (including applicable building and zoning laws, ordinances and codes) and to indemnify us for certain environmental liabilities (including environmental liabilities they cause); however the costs of such compliance or the amount of such liabilities could exceed the financial ability of the applicable tenant or guarantor to indemnify us. In addition, noncompliance with applicable laws, ordinances and codes or the presence of contamination or the failure to remediate contamination may adversely affect our ability to sell or lease our properties, which could adversely affect our business, financial condition, liquidity, and results of operations. New laws and regulations relating to sustainability and climate change may include specific disclosure requirements or other obligations that may require additional investments and implementation of new practices and reporting processes, all entailing additional compliance costs and risk. Our tenants’ control of our leased properties (which is a fundamental component of the triple-net lease structure) presents challenges with respect to collecting property-level environmental data and metrics and implementing sustainability initiatives (including energy and emissions reduction), which may impact our ability to comply with certain regulatory requirements to which we are or may become subject. If we or our tenants are unable to comply with laws and regulations on climate change, we or they may incur fines and/or penalties and our reputation among our tenants, borrowers and investors may be damaged. We or our tenants may experience uninsured or underinsured losses, which could result in a significant loss of the capital we have invested in a property, decrease anticipated future revenues or cause us to incur unanticipated expenses. Our lease agreements generally require that our tenants maintain comprehensive liability, property and business interruption insurance, although such coverage is subject to deductibles and limits on maximum benefits (including limitations on the coverage period for business interruption). When our or our tenants’ current insurance policies expire, we or they, respectively, may encounter difficulty in obtaining or renewing insurance on our properties at the same levels of coverage and under similar terms. Such insurance may be more limited and for some catastrophic risks (for example, earthquake, flood and terrorism) may not be generally available at current levels or on commercially reasonable terms. Furthermore, our or our tenants’ insurance premiums may increase as a result of factors outside our or their respective control, such as changes in the insurance industry overall or the effects of climate change. In addition, there are certain losses, including losses from environmental liabilities (including the physical effects of climate change), terrorist acts or catastrophic acts of nature, that are not generally insured against in full or in part because it is not deemed economically feasible or prudent to do so. Insurance coverage may not be sufficient to pay the full current market value or current replacement cost of a loss, and the insurance proceeds received might not be adequate to restore the economic position with respect to such property. Inflation, changes in building codes and ordinances, environmental considerations and other factors might also make it unfeasible to use insurance proceeds to replace the property after such property has been damaged or destroyed. Furthermore, under such circumstances we may be required under the terms of the MGM Grand/Mandalay Bay JV CMBS loan agreement to contribute all or a portion of insurance proceeds to the repayment of such debt, 24 Table of Contents which may prevent us from restoring such properties to their prior state. If the insurance proceeds (after any such required repayment) were insufficient to make the repairs necessary to restore the damaged properties to a condition substantially equivalent to its state immediately prior to the casualty, we or our tenants may not have sufficient liquidity to otherwise fund the repairs and may be required to obtain additional financing, which could materially and adversely affect our or our tenants’ business, financial condition, liquidity, and results of operations. While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will be able to satisfy its obligations to us under the applicable lease agreement. In addition, in certain circumstances, our tenants may elect to reduce insurance coverage or self-insure with respect to certain potential losses, provided, in each case, that such insurance remains in compliance with the applicable terms of our lease agreements. As a result, we cannot make assurances that we or our tenants will be able to fully insure such losses or fully collect, if at all, on claims relating to the properties. If one of our properties experiences a loss that is uninsured or exceeds policy coverage limits, we could lose the capital invested in the damaged property as well as the anticipated future cash flows from the property. In addition, even if damage to our properties is covered by insurance, a disruption of business caused by a casualty event may result in loss of revenue for our tenants as any business interruption insurance may not fully compensate them for such loss of revenue. If one of our tenants experiences such a loss, it may be unable to satisfy its payment obligations to us under its lease with us. If any of the foregoing were to occur, it could materially and adversely affect our business, financial condition, liquidity, and results of operations. Terrorist attacks or other acts of violence may affect our properties or our tenants’ businesses and operations at such properties. Terrorist attacks or other acts of violence, including elevated crime rates, may result in declining economic activity or changes in consumer behavior, which could harm the demand for services offered by our tenants and the value of our properties or collateral (including through damage, destruction or loss) and make it difficult for us to renew or re-lease our properties to suitable, credit-worthy tenants at lease rates equal to or above historical rates. These events might erode business and consumer confidence and spending and result in increased volatility in national and international financial markets and economies. To the extent that any of our tenants or borrowers are affected by future terrorist attacks, acts of violence or crime, their business could be adversely affected, including their ability to continue to meet their obligations to us. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our properties, limit our access to capital, increase our cost of raising capital or otherwise materially and adversely affect our business, financial condition, liquidity, results of operations, and prospects. The loss of the services of key personnel could have a material adverse effect on our business. Our success and ability to grow depends, in large part, upon the leadership and performance of our executive management team, particularly our Chief Executive Officer, our President and Chief Operating Officer, our Chief Financial Officer and our General Counsel. Any unforeseen loss of our executive officers’ services, or any negative market or industry perception with respect to them or arising from their loss, could have a material adverse effect on our business and prospects. We do not have key man or similar life insurance policies covering members of our executive management. We have employment agreements with our executive officers, but these agreements do not guarantee that any given executive will remain with us, and there can be no assurance that any such officers will remain with us. In addition, the appointment or replacement of certain key members of our executive management team may be subject to regulatory approvals based upon suitability determinations by gaming regulatory authorities in certain of the jurisdictions where our properties are located. If any of our executive officers is found unsuitable by any such gaming regulatory authorities, or if we otherwise lose their services, we would have to find alternative candidates and may not be able to successfully manage our business or achieve our business objectives, which could materially and adversely affect our business, financial condition, results of operations and prospects. We face risks associated with cybersecurity incidents and other significant disruptions of our information technology (IT) networks and related systems or those IT networks and systems of third parties. We use our own IT networks and related systems to access, store, transmit, and manage or support a variety of our business processes and information and face risks associated with cybersecurity incidents and other disruptions of our IT networks and related systems, including as a result of cybersecurity attacks or intrusions over the internet, malware or ransomware, computer phishing attempts and other forms of social engineering. We have experienced cybersecurity events such as viruses, phishing attempts and attacks on our IT systems, although none of these events have had a material impact on our business, operations or financial results to date. These and future cybersecurity incidents or other disruptions may be caused by individuals within our organization, individuals outside our organization with authorized access, or by unauthorized individuals from outside our organization. The risk of such incidents, particularly through cyber attacks or intrusions, including by computer hackers, foreign governments and cyber terrorists, has generally continued to increase due to the growing number, intensity, and sophistication of attempted attacks and intrusions worldwide. Although we make efforts to maintain the security and integrity of our IT 25 Table of Contents networks and related systems and have implemented various measures to manage these risks, there can be no assurance that our security efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging to our operations. A cybersecurity incident or significant disruption involving our IT networks and related systems could, among other things: (i) disrupt the proper functioning of our networks and systems; (ii) result in misstated financial reports, violations of financial and reporting covenants and/or missed reporting deadlines; (iii) lead to our inability to monitor or maintain compliance with applicable legal and regulatory requirements; (iv) result in unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information, which unauthorized parties could use for competitive purposes or disruptive, destructive or otherwise harmful outcomes; (v) require significant management attention and resources to address or remedy any resulting damages; (vi) expose us to litigation, including claims for breach of contract, damages, credits, penalties or termination of certain agreements; (vii) subject us to regulatory scrutiny, including civil or criminal penalties, fines, injunctive orders, investigations, and enforcement actions; and (viii) damage our reputation among our tenants, borrowers and investors. Any or all of the foregoing could have a material adverse effect on our business, financial condition, results of operations, liquidity, and prospects, including the value of our common stock and our ability to make distributions. Additionally, increased regulation of data collection, use, and retention practices, including self-regulation and industry standards, changes in existing laws and regulations, enactment of new laws and regulations, increased enforcement activity, and changes in the interpretation of laws, could increase our compliance and operational costs or otherwise harm our business. In the conduct of our business, we and our tenants rely on relationships with third parties, including cloud data storage and other information technology service providers, contractors, and other external business partners, for certain functions or services in support of key portions of our operations. These third- party entities are subject to similar risks relating to cybersecurity, business interruption, and systems and employee failures and a significant system failure or attack against such third-party service provider or partner could have a material adverse effect on our business. Certain of these third-party entities have experienced cybersecurity events such as viruses, phishing attempts, attacks and system failures, although none of these events to date have had a material impact on our business, operations or financial results. Although we may be entitled to damages in such event or if relevant third parties otherwise fail to satisfy their security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award. We maintain cybersecurity insurance coverage, although there may be exceptions to our insurance coverage that result in our insurance policies not covering some or all aspects of a cybersecurity incident. Even where a cybersecurity incident is covered by our insurance, the insurance limits may not cover the costs of complete remediation and redress that may be required in the wake of a cybersecurity incident. The successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business, financial condition, results of operations, liquidity, and prospects, including the value of our common stock and our ability to make distributions. In addition, we cannot be sure that our existing insurance coverage (including coverage for errors and omissions) will continue to be available on acceptable terms, or at all, or that our insurers will not deny coverage for any future claim. Properties within our portfolio are, and properties that we may acquire in the future are likely to be, operated and promoted under certain trademarks and brand names that we do not own. The brands under which our properties are operated by our tenants, as well as the brands of businesses that also operate at our properties, are trademarks of their respective owners. In addition, properties that we may acquire in the future may be operated and promoted under these same trademarks and brand names, or under different trademarks and brand names we do not, or will not, own. During the term that our properties are managed by our tenants, we are reliant on our tenants to maintain and protect the trademarks, brand names and other licensed intellectual property used in the operation or promotion of the leased properties (including intellectual property of third parties operating at the property). Operation of the leased properties as well as our business and financial condition could be adversely impacted by infringement, invalidation, unauthorized use or litigation affecting any such intellectual property. Moreover, if any of our properties are rebranded unsuccessfully or do not benefit from comparable recognition or status under a different brand, or experience other operational or financial challenges in connection with such rebranding, it could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. A management transition by one of our tenants could also affect such property’s overall strategy and financial performance, which could have a material adverse effect on our business, financial condition, results of operations and prospects. The market price and trading volume of shares of our common stock may be volatile. The market price of our common stock may be volatile as a result of a variety of factors, many of which are beyond our control, including: variations in our results of operations; changes in general economic conditions and market developments, including interest rates; adverse developments involving our tenants; market reaction to any additional capital we raise in the future; 26 Table of Contents additions or departures of key personnel; equity issuances by us, future sales of substantial amounts of our common stock by stockholders, or the perception that such issuances or sales may occur; strategic actions taken by us, our competitors or our tenants; new laws or regulations; and failure to qualify as a REIT for U.S. federal income tax purposes. In addition, the stock markets generally may experience significant volatility, often unrelated to the operating performance of the individual companies whose securities are publicly traded. The trading volume in our common stock may fluctuate and cause significant price variations to occur. We cannot make assurances that the market price of our common stock will not fluctuate or decline significantly in the future. If the market price or trading volume of our common stock declines, you may be unable to resell your shares at a profit, or at all. Risks Related to Our Indebtedness and Financing We have a substantial amount of indebtedness, and expect to incur additional indebtedness in the future. Our indebtedness exposes us to the risk of default under our debt obligations, increases the risks associated with a downturn in our business or in the businesses of our tenants, and requires us to use a significant portion of our cash to service our debt obligations. We have a substantial amount of indebtedness and debt service requirements. As of December 31, 2024, we had approximately $17.1 billion in long-term indebtedness, and we also had $2.4 billion of available capacity to borrow under the 2022 Revolving Credit Facility (as defined in Note 7 - Debt). Subsequent to year end, on February 3, 2025, we terminated the 2022 Revolving Credit Facility and entered into the Revolving Credit Facility in an amount of $2.5 billion (with the option to increase the revolving loan commitments by up to $1.0 billion in the aggregate to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions), which matures on February 3, 2029. Payments of principal and interest under this indebtedness, or any other instruments governing debt we may incur in the future, may leave us with insufficient cash resources to pursue our business and growth strategies or to pay the distributions currently contemplated or necessary to qualify or maintain qualification as a REIT. Our substantial outstanding indebtedness or future indebtedness, and the limitations imposed on us by our debt agreements, could have other significant adverse consequences, including the following: • we may be required to use a significant portion of our cash flow from operations for our required principal and interest payments and our cash flow may be insufficient to meet such payments; • our vulnerability to adverse economic, industry or competitive developments may be increased; • we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon transaction opportunities or fund future working capital, operational and other corporate needs; • we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness; • we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms or at a loss; • the ability of VICI OP to distribute cash to us may be limited or prohibited, which would materially and adversely affect our ability to make distributions on our common stock; • we may fail to comply with the covenants in our loan documents, which would entitle the lenders to accelerate payment of outstanding loans; and • we may be unable to hedge floating rate debt, counterparties may fail to honor their obligations under our hedge agreements and these agreements may not effectively hedge interest rate fluctuation risk. If any one of these events were to occur, our business, financial condition, liquidity, results of operations, cash flows and prospects could be materially and adversely affected, including our ability to satisfy our debt service obligations, pay distributions to our stockholders or refinancing existing or future indebtedness. Heightened interest rates have, and may continue to, increase our overall interest expense. Interest rates remain higher than the historic lows in recent years and continue to fluctuate through recent periods of increased volatility. The current interest rate environment, including the extent to which interest rates will continue to be volatile (and the pace of such changes/volatility) and the impact of such environment with respect to our future indebtedness, is uncertain. Increased interest rates have increased our overall interest rate expense and may, along with any future interest rate increases, decrease our cash available for distribution and have a resulting adverse impact on our ability to pay distributions to our stockholders or pursue our long-term strategic objectives. In addition, in an elevated interest rate environment, new debt, whether fixed or variable, is likely to be more expensive than debt that is being refinanced, which could, among other things, make the financing of any acquisition or investment more expensive, and we may be unable to incur new debt or replace 27 Table of Contents maturing debt with new debt at equal or better interest rates. For example, in December 2024, we repaid $750.0 million in aggregate principal amount of 3.500% Senior Notes due 2025 with the proceeds of the issuance of $750.0 million in aggregate principal amount of 5.125% Senior Notes due 2031, resulting in a higher interest expense despite the repaid notes being issued in February 2020 in the high-yield bond market. In the event we continue to replace or refinance maturing debt with new debt at higher interest rates, our overall interest rate expense will continue to increase. Although we have previously used and currently use interest rate protection products, including forward starting interest rate swaps and U.S. Treasury Rate Locks, there is no assurance that we will continue to use such products in the future, we will utilize any of these products effectively or that such products will be available to us. Further, the dividend yield on our common stock (i.e., the annualized distributions per share of our common stock as a percentage of the market price per share of our common stock) will influence the market price of such common stock. Thus, sustained periods of elevated market interest rates may lead prospective purchasers of our common stock to expect a higher dividend yield and, as a result, cause the market price of shares of our common stock to decline. Disruption in the equity and debt capital markets may adversely affect our ability to access external funding for our growth and ongoing debt service requirements. As a REIT, we are reliant on the equity and debt capital markets to finance our growth because we are required to distribute to our stockholders an amount equal to at least 90% of our taxable income (other than net capital gains) each year in order to maintain our qualification as a REIT. We expect to issue additional equity and incur additional indebtedness in the future to finance new asset acquisitions or investments, invest in our existing properties through our Partner Property Growth Fund strategy, refinance our existing indebtedness, or for general corporate or other purposes. Our access to financing (both equity and debt) on favorable terms, or at all, depends on a variety of factors, many of which are outside of our control, including general economic and market conditions, such as interest rate changes, inflation, economic recessions, contractions or slowdowns, our credit ratings and outlook, the willingness of lending institutions and other debt investors to grant credit to us and general conditions in the equity and credit markets, including price volatility, dislocations and liquidity disruptions. In addition, when markets are volatile, access to equity and debt capital markets could be disrupted over an extended period of time and financial institutions may not meet their funding commitments to us. The failure of financial institutions to meet their funding commitments to us could have a material adverse effect on us, including as a result of making it difficult to obtain additional financing, or financing on favorable terms, that we may need for future growth and/or to refinance our existing indebtedness. We cannot assure you that we will be able to obtain the financing we need for the future growth of our business or to meet our debt service requirements (including refinancing our existing indebtedness), or that a sufficient amount of financing will be available to us on favorable terms, or at all. Adverse changes in our credit ratings may affect our borrowing terms and capacity. Our outstanding debt is periodically rated by nationally recognized credit rating agencies. The credit ratings are based upon our operating performance, liquidity and leverage ratios, overall financial condition, and other factors viewed by the credit rating agencies as relevant to both our industry and the economic outlook. Although all three national credit rating agencies currently rate us and our outstanding indebtedness as investment grade with a stable outlook, these are subject to change at any time and there is no guarantee that we will be able to maintain such credit ratings, which may affect the amount of capital we can access, as well as the terms of any financing we obtain, and there is no guarantee that we will realize increased access to capital or improved terms with respect to any financing we obtain as a result of credit rating upgrades (or that we will be able to maintain such upgraded credit ratings). Because we rely in part on debt financing to fund growth, an adverse change in our credit ratings, including actual changes and changes in outlook, or even the initiation of a review of our credit ratings that could result in an adverse change, could have a material adverse effect on our business, financial condition, results of operations, and prospects. A breach or default of covenants in our debt agreements could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects. The agreements governing our indebtedness contain customary covenants, including restrictions on our ability to incur additional debt, sell certain assets and restrict certain payments, among other things. We are also required to comply with certain financial maintenance covenants. A breach of any covenant under these agreements could result in an event of default. Cross-default provisions in our debt agreements could cause an event of default under one debt agreement to trigger an event of default under our other debt agreements. Upon the occurrence of an event of default under any of our debt agreements, our debt holders could elect to declare all outstanding debt under such agreements to be immediately due and payable. Defaults under our debt instruments could have a material adverse effect on our business, financial condition, liquidity, results of operations, and prospects. 28 Table of Contents We have engaged and may engage in hedging or other derivative transactions that may limit gains or result in losses. We use derivatives from time to time to hedge certain of our liabilities, which may include anticipated liabilities, interest rate risk and foreign currency risk. This has certain risks, including losses on a hedge position, which may reduce the return on our investments or increase the cost of financing (including transaction fees or breakage costs) intended to be hedged by such position. Any such losses or reduced gains from these derivatives may exceed the amount invested in such instruments or otherwise adversely affect our business, financial condition and results of operations. In addition, although the counterparties of these arrangements are major financial institutions, we are exposed to credit risk in the event of non-performance or default by the counterparties. Future incurrences of debt, which would be senior to our shares of common stock upon liquidation, and/or issuance of preferred equity securities, which may be senior to our shares of common stock for purposes of distributions or upon liquidation, could adversely affect the market price of our common stock. We may in the future attempt to increase our capital resources by incurring additional debt or issuing preferred shares. If a liquidation event were to occur, holders of our debt securities and preferred shares and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of our shares of common stock. In addition, shares of preferred stock, if issued, would likely limit our ability to make liquidating or other distributions to the holders of shares of our common stock under certain circumstances. Our decision to issue debt securities, incur other forms of indebtedness or to issue additional common stock or preferred stock in the future will depend on future developments, market conditions and other factors beyond our control, accordingly we cannot predict or estimate the amount, timing, nature or success of our future offerings. In addition, we expect to repay or refinance our existing indebtedness as it approaches maturity. Thus, our stockholders bear the risk of our issuing senior securities, incurring other senior obligations or issuing additional common stock in the future, which may reduce the market price of shares of our common stock, reduce cash available for distribution to common stockholders or dilute their stockholdings in us. Risks Related to our Status as a REIT We may incur adverse tax consequences if we have failed or fail to qualify as a REIT for U.S. federal income tax purposes. We have operated, and intend to continue to operate, in a manner that we believe allows us to qualify as a REIT for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). However, qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. In order to qualify as a REIT, we must satisfy certain asset, income, organizational, distribution, stockholder ownership and other requirements on an ongoing basis. Our REIT status is also dependent upon the ongoing and historic qualification of subsidiary entities qualifying as REITs or taxable REIT subsidiaries, as applicable. Furthermore, the determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. If we lose our REIT status, or are determined to have lost our REIT status in a prior year, such loss or failure would have a material and adverse effect on us. Additionally, we will face material tax consequences that would substantially reduce our cash available for distribution, including cash available to pay dividends to our stockholders, because: • we would be subject to U.S. federal income tax and state and local income taxes on our net income at regular corporate rates for the years we did not qualify for taxation as a REIT (and, for such years, would not be allowed a deduction for dividends paid to stockholders in computing our taxable income); • for tax years beginning after December 31, 2022, we would possibly also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including the corporate alternative minimum tax and the nondeductible one percent excise tax on certain stock repurchases; • unless we are entitled to relief under applicable statutory provisions, neither we nor any “successor” corporation, trust or association could elect to be taxed as a REIT until the fifth taxable year following the year during which we were disqualified; • if we were to re-elect REIT status, we would have to distribute all earnings and profits from non-REIT years before the end of the first new REIT taxable year; and • for the five years following re-election of REIT status, upon a taxable disposition of an asset owned as of such re-election, we would be subject to corporate-level tax with respect to any built-in gain inherent in such asset at the time of re-election. 29 Table of Contents Even if we retain our REIT status, if MGP, which merged into our existing subsidiary pursuant to the MGP Transactions, loses its REIT status for a taxable year ending on or before the effective time of the MGP Transactions, we would be subject to adverse tax consequences that would substantially reduce our cash available for distribution, including cash available to pay dividends to our stockholders, because: • unless we are entitled to relief under applicable statutory provisions, VICI, as the “successor” by merger to MGP for U.S. federal income tax purposes, could not elect to be taxed as a REIT until the fifth taxable year following the year during which MGP was disqualified; • VICI, as the successor by merger to MGP, would be subject to any corporate income tax liabilities of MGP, including penalties and interest; • assuming that we otherwise maintained our REIT qualification, we would be subject to corporate-level tax on the built-in gain in each asset of MGP existing at the time of the MGP Transactions if we were to dispose of such MGP asset during the five-year period following the MGP Transactions; and • assuming that we otherwise maintained our REIT qualification, we would succeed to any earnings and profits accumulated by MGP for taxable periods that it did not qualify as a REIT, and we would have to pay a special dividend and/or employ applicable deficiency dividend procedures (including interest payments to the IRS) to eliminate such earnings and profits (or if we do not timely distribute those earnings and profits, we could fail to qualify as a REIT). In addition, if there is an adjustment to MGP’s taxable income or dividends paid deductions, we could elect to use the deficiency dividend procedure in order to maintain MGP’s REIT status. That deficiency dividend procedure could require us to make significant distributions to our stockholders and to pay significant interest to the IRS. As a result of these factors, our failure or MGP’s failure (before the MGP Transactions) to qualify as a REIT could impair our ability to expand our business and raise capital, and would materially adversely affect the market value of our common stock. Complying with REIT requirements may cause us to liquidate or forgo otherwise attractive opportunities and limit our expansion opportunities, or otherwise adversely affect our ability to execute our business plan. To qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, (i) our sources of income, (ii) the nature and diversification of our assets, (iii) the amounts we distribute to our stockholders and (iv) the ownership of our stock. In order to meet these tests, we may be required to forgo investments we might otherwise make or liquidate investments from our portfolio that otherwise would be considered attractive. In addition, in order to satisfy the minimum distribution requirements applicable to REITs, we may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution, which could require us to raise capital on unfavorable terms, sell assets at disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions or issue dividends in the form of shares of our common stock. These actions could reduce our income and amounts available for distribution to our stockholders, and may hinder our ability to grow, which could adversely affect the market price of our common stock. If VICI OP fails to qualify as a partnership for U.S. federal income tax purposes, we would fail to qualify as a REIT and suffer other adverse tax consequences. We believe that VICI OP has been organized and operated in a manner so as to be treated for U.S. federal income tax purposes as a partnership and not as an association or as a publicly traded partnership taxable as a corporation. As a partnership, VICI OP is not subject to U.S. federal income tax on its income. Instead, each of its partners, including us, will be allocated that partner’s share of the operating partnership’s income. No assurance can be provided, however, that the IRS will not challenge VICI OP’s status as a partnership for U.S. federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating VICI OP as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, would cease to qualify as a REIT. Additionally, the failure of VICI OP to qualify as a partnership would cause it to become subject to U.S. federal corporate income tax, which would reduce significantly the amount of cash available for distribution to its partners, including us. Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow. Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income and state or local income, property and transfer taxes. For example, in order to meet the REIT qualification requirements, we currently hold and expect in the future to hold some of our assets and conduct certain of our activities through one or more taxable REIT subsidiaries or other subsidiary corporations that will be subject to 30 Table of Contents federal, state, and local corporate-level income taxes as regular C corporations (i.e., corporations generally subject to corporate-level income tax under Subchapter C of Chapter 1 the Code). In addition, we may incur a 100% excise tax on transactions with a taxable REIT subsidiary if they are not conducted on an arm’s length basis. Any of these taxes would decrease cash available for distribution to our stockholders. Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities. The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. Generally, income from certain hedging transactions will be excluded from “gross income” for purposes of the 75% and 95% gross income tests that apply to REITs if the instrument hedges interest rate risk on liabilities used to carry or acquire real estate assets or manages the risk of certain currency fluctuations, and such instrument is properly identified under applicable Treasury Regulations. Income from hedging transactions that do not meet these requirements will generally constitute non-qualifying income for purposes of both gross income tests. As a result of these rules, we may be required to limit our use of advantageous hedging techniques or implement those hedges through a taxable REIT subsidiary, which could increase the cost of our hedging activities because the taxable REIT subsidiary would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels, nor can we make assurances of our ability to make distributions in the future. We may use borrowed funds to make distributions. If cash available for distribution is less than the amount necessary to make cash distributions, our inability to make the expected distributions could have a material adverse effect on our business, including a decrease in the market price of our common stock. All distributions will be made at the discretion of our Board of Directors and will depend upon various factors, including, but not limited to: our historical and projected financial condition, cash flows, results of operations and REIT taxable income, limitations contained in financing instruments, debt service requirements, operating cash inflows and outflows, including capital expenditures and acquisitions, limitations on our ability to use cash generated in one or more taxable REIT subsidiaries, if any, to fund distributions and applicable law. We may not be able to make distributions in the future. In addition, some of our distributions may include a return of capital. To the extent that we decide to make distributions in excess of our current and accumulated earnings and profits in the future, such distributions would generally be considered a return of capital for federal income tax purposes to the extent of the holder’s adjusted tax basis in their shares. A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis in our common stock. To the extent that such distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the sale or exchange of such stock. If we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been. For purposes of satisfying the minimum distribution requirement to qualify for and maintain REIT status, our REIT taxable income will be calculated without reference to our cash flow. Consequently, under certain circumstances, we may not have available cash to make our required distributions, and we may need to raise additional equity or debt in order to fund our intended distributions, or we may distribute a portion of our distributions in the form of our common stock or debt instruments, which could result in dilution or higher leverage, respectively. While the IRS has issued a revenue procedure indicating that certain distributions that are made partly in cash and partly in stock will be treated as taxable dividends that would satisfy that REIT annual distribution requirement and qualify for the dividends paid deduction for U.S. federal income tax purposes, no assurance can be provided that we will be able to satisfy the requirements of the revenue procedure. Therefore, it is unclear whether and to what extent we will be able to make taxable dividends payable in-kind. In addition, to the extent we were to make distributions that include our common stock or debt instruments, a stockholder of ours will be required to report dividend income as a result of such distributions even though we distributed no cash or only nominal amounts of cash to such stockholder. In the event that we recognize a significant gain from cash settlement of a forward sale agreement, the U.S. federal income tax treatment of the cash that we receive in such instance is unclear and could impact our ability to meet the REIT qualification requirements. We enter into forward sale agreements from time to time and, subject to certain conditions, we have the right to elect physical, cash or net share settlement under these agreements at any time and from time to time, in part or in full. In the event that we elect to settle a forward sale agreement for cash and the settlement price is below the forward sale price, we would be entitled to receive a cash payment from the applicable forward purchaser(s). Under Section 1032 of the Code, generally, no gains and losses are recognized by a corporation in dealing in its own shares, including pursuant to a “securities futures contract,” as defined in the Code by reference to the Exchange Act. Although we believe that any amount received by us in exchange for our shares of common stock would qualify for the exemption under Section 1032 of the Code, because it is not entirely clear whether a forward sale agreement qualifies as a “securities futures contract,” the U.S. federal income tax treatment of any cash settlement payment we receive is uncertain. In the event that we recognize a significant gain from the cash settlement of a forward sale agreement, we might not be able to satisfy the gross income requirements applicable to REITs under the Code. If 31 Table of Contents we were to fail to satisfy one or both of the gross income tests for any taxable year, we may nevertheless qualify as a REIT for such year if we were entitled to relief under certain provisions of the Code. If these relief provisions were inapplicable, we would not qualify to be taxed as a REIT. Changes to the U.S. federal income tax laws or global tax laws could have a material and adverse effect on us or our stockholders. U.S. federal income tax laws governing REITs and other corporations and the administrative interpretations of those laws may be amended at any time, potentially with retroactive effect, which could have a material and adverse effect on us or our stockholders. We cannot predict whether, when, to what extent or with what effective dates new U.S. federal tax laws, regulations, interpretations or rulings will be issued. Prospective investors are urged to consult their tax advisors regarding the effect of potential changes to the U.S. federal tax laws on an investment in our common stock. In addition, changes to global tax laws could have a material and adverse effect on us or our stockholders. Risks Related to Our Organizational Structure VICI is a holding company with no direct operations and relies on distributions received from VICI OP to make distributions to its stockholders. VICI is a holding company and conducts its operations through direct and indirect subsidiaries, including VICI OP and VICI Golf. VICI does not have, apart from the units that it owns in VICI OP and VICI Golf, any independent operations. As a result, VICI relies on distributions from VICI OP to make any distributions to its stockholders it might declare on its common stock and to meet any of its obligations, including any tax liability on taxable income allocated to it from VICI OP (which might not be able to make distributions to VICI equal to the tax on such allocated taxable income). In turn, the ability of subsidiaries of VICI OP to make distributions to VICI OP, and therefore, the ability of VICI OP to make distributions to VICI, depends on the operating results of these subsidiaries and VICI OP and on the terms of any financing arrangements they have entered into. In addition, because VICI is a holding company, claims of common stockholders of VICI are structurally subordinated to all existing and future liabilities and other obligations (whether or not for borrowed money) and any preferred equity of VICI OP and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, VICI’s assets and those of VICI OP and its subsidiaries will be available to satisfy the claims of VICI common stockholders only after all of VICI’s, VICI OP’s and its subsidiaries’ liabilities and other obligations and any preferred equity of any of them have been paid in full. VICI OP may, in connection with its acquisition of additional properties or otherwise, issue additional common units or preferred units to third parties. Such issuances would reduce VICI’s ownership in VICI OP. Because stockholders of VICI do not directly own common units or preferred units of VICI OP, they do not have any voting rights with respect to any such issuances or other partnership level activities of VICI OP. Certain provisions in our charter and bylaws, as well as certain provisions of Maryland law, may delay, defer or prevent an acquisition of our common stock or a change in control. Certain provisions of our charter and bylaws and the Maryland General Corporation Law (“MGCL”) could delay, defer or prevent a transaction or a change in control that might involve a premium price for our stockholders or otherwise be in their best interests, including the following: • Our charter contains restrictions on the ownership and transfer of our stock to maintain our qualification as a REIT. Subject to certain exceptions, our charter prohibits any stockholder from owning beneficially or constructively, with respect to any class or series of our capital stock, more than 9.8% (in value or by number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of such class or series of our capital stock. Under the constructive ownership rules of the Code, outstanding stock owned by a group of related individuals or entities may be deemed to be constructively owned by one individual or entity. As a result, the acquisition of 9.8% or less of the outstanding shares of a class or series of our stock by an individual or entity could cause that individual or entity or another individual or entity to own constructively in excess of the relevant ownership limits. Our charter provides that our Board of Directors may grant exceptions to the 9.8% ownership limit, subject in each case to certain initial and ongoing conditions designed to protect our status as a REIT. These ownership limits may prevent a third party from acquiring control of us if our Board of Directors does not grant an exemption from the ownership limits, even if our stockholders believe the change in control is in their best interests. An exemption from the 9.8% ownership limit has previously been granted to certain stockholders, and our Board of Directors may in the future provide exceptions to the ownership limit for other stockholders, subject to the aforementioned initial and ongoing conditions designed to protect our status as a REIT. Among other restrictions on ownership and transfer of shares, our charter also prohibits any person from owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a 32 Table of Contents REIT. Any attempt to own or transfer shares of our common stock or of any of our other capital stock in violation of these restrictions may result in the shares being automatically transferred to a charitable trust or may be void. • Our Board of Directors has the power to cause us to issue and authorize additional shares of our capital stock without stockholder approval. Our Board of Directors may, without stockholder approval, amend our charter to increase the aggregate number of our shares of stock or the number of shares of stock of any class or series that we have authority to issue and classify or reclassify any unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. As a result, our Board of Directors may establish a class or series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for our shares of common stock or otherwise be in the best interests of our stockholders. • Certain provisions of Maryland law may limit the ability of a third party to acquire control of us. Certain provisions of the MGCL may have the effect of inhibiting a third party from acquiring us or of impeding a change of control under circumstances that otherwise could provide our common stockholders with the opportunity to realize a premium over the then prevailing market price of such shares, including (i) “business combination” provisions that, subject to additional terms and limitations, prohibit certain business combinations between an “interested stockholder” (or affiliate) and us for five years after the most recent date on which the stockholder becomes an interested stockholder; and (ii) “control share” provisions that provide that holders of “control shares” of our company have no voting rights with respect to “control shares” except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all votes entitled to be cast by the acquirer of control shares, and by any of our officers and employees who are also our directors. Our charter provides that, notwithstanding any other provision of our charter or our bylaws, the Maryland Business Combination Act (Title 3, Subtitle 6 of the MGCL) does not apply to any business combination between us and any interested stockholder or any affiliate of any interested stockholder of ours and that we expressly elect not to be governed by the provisions of Section 3-602 of the MGCL in whole or in part. Pursuant to the MGCL, our bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any and all acquisitions by any person of shares of our stock. There can be no assurance that any of these provisions of our charter or bylaws will not be amended or eliminated at any time in the future. Additionally, provisions of Title 3, Subtitle 8 of the MGCL permit a Maryland corporation such as the Company, by action of its board of directors and without stockholder approval and regardless of what is provided in the charter or bylaws, to elect to avail itself of certain takeover defenses, such as a classified board, unless the charter or a resolution adopted by the board of directors prohibits such election. Our charter provides that we are prohibited from making any such election unless first approved by our stockholders by the affirmative vote of a majority of all votes entitled to be cast on the matter. Our charter, our bylaws, and Maryland law also contain other provisions that may delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders. ITEM 1B. Unresolved Staff Comments None. ITEM 1C. Cybersecurity Cybersecurity Program Our cybersecurity and information technology (“IT”) program includes a number of safeguards, such as network segmentation, conditional analysis, external threat monitoring, access and authentication controls, incident response planning and testing of controls and procedures. We assess for internal and external vulnerabilities through the use of quarterly vulnerability scanning, annual third-party penetration testing and periodic cybersecurity maturity assessments. The results from these assessments are comprehensively addressed based on risk priority and are used to continually improve our cybersecurity risk posture. We use a risk-based approach with respect to our use and oversight of third-party service providers, tailoring processes according to the nature and sensitivity of the data accessed, processed, or stored by such third-party service provider and performing additional risk screenings and procedures, as appropriate. We use a number of means to assess cyber risks related to our third-party service providers, including vendor questionnaires, conducting due diligence in connection with onboarding new 33 Table of Contents vendors and annual due diligence with respect to key third-party vendors. We also seek to collect and assess cybersecurity audit reports and other supporting documentation when available. Our employees receive regular cybersecurity training to address a broad range of key and emerging issues. In addition, we provide additional periodic training modules to address emerging threats or trends within the cybersecurity environment, perform regular simulated phishing exercises and require comprehensive cybersecurity training for all new employees. Process for Assessing, Identifying and Managing Material Risks from Cybersecurity Threats We utilize expert cybersecurity independent consultants, including a contracted Chief Information Security Officer (“CISO”) and additional third-party managed service providers, who work with and report to our Vice President of Accounting and Administration (“VPAA”) to identify potential risks from cybersecurity threats and proactively mitigate their potential impact. The CISO and related team have extensive experience in assessing, detecting, responding and mitigating cybersecurity risk, including holding several different relevant certifications as well as experience working with, and assessing cybersecurity risk of, IT managed service providers. The CISO and his related team perform regular assessments and vulnerability tests and work with other third-party service providers to perform penetration testing and periodic cyber maturity assessments on our behalf through our Enterprise Risk Management (“ERM”) framework. Our CISO and related team work with our VPAA and third-party managed service provider to manage IT troubleshooting and user experience. Additionally, along with our own relationships, we benefit from the extensive third-party service provider relationships of our CISO, which may be used to assist with cybersecurity containment and remediation efforts. We perform specific cybersecurity risk assessments, which are informed by our ongoing vulnerability assessments, external penetration testing and cybersecurity maturity assessments, among other items. Additionally, cybersecurity and IT is also an element of the ERM assessment performed by management on an annual basis, with quarterly reassessments, under the supervision of the Audit Committee and Board of Directors. In the event of a cybersecurity incident, we maintain a regularly tested incident response program, including response playbooks specifically designed to address our areas of higher risk. Pursuant to our escalation protocols, designated personnel, including our CISO and VPAA, along with appropriate members of our management and executive team, are responsible for assessing the severity/priority of a cybersecurity incident and associated threat, containing the threat, and remediating the threat, including recovery of data and access to systems, analyzing any reporting obligations associated with the incident, and performing post-incident analysis and program enhancements. We also maintain cybersecurity insurance coverage; for more information regarding cybersecurity insurance, see “Item 1A. Risk Factors”. Governance Our Audit Committee, in connection with the Board of Directors, maintains oversight of our ERM framework, including oversight over our cybersecurity and information technology policies and programs. The CISO and VPAA meet with our IT Executive Committee, comprised of all of our executive officers, on at least a quarterly basis to oversee our cybersecurity and IT framework and more frequently in the event of significant cybersecurity developments. Our management team, including our CISO, updates the Audit Committee and Board of Directors at least twice a year with respect to key developments and updates relating to our cybersecurity and IT infrastructure and the overall threat environment, including recent and emerging trends. With respect to any significant cybersecurity events or incidents, the VPAA, along with the IT Executive Committee, reports to the Board of Directors promptly in accordance with our escalation protocols, as appropriate, depending on the nature of the events. Cybersecurity Risks To date, we have not experienced any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents or threats, that have materially affected the business strategy, results of operations or financial condition of the Company or are reasonably likely to have such a material effect. However, evolving cybersecurity threats make it increasingly challenging to anticipate, detect, and defend against cybersecurity threats and incidents. For more information regarding cybersecurity risks, see “Item 1A. Risk Factors”. ITEM 2. Properties Our geographically diverse portfolio consists of 93 experiential assets as of December 31, 2024, consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM 34 Table of Contents Grand and the Venetian Resort, three of the most iconic entertainment facilities on the Las Vegas Strip, approximately 33 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars and four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip. See Item 1 - “Business - Our Properties” for further information pertaining to our properties. ITEM 3. Legal Proceedings In the ordinary course of business, from time to time, we may be subject to legal claims and administrative proceedings. As of December 31, 2024, we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows. ITEM 4. Mine Safety Disclosures Not applicable. 35 Table of Contents PART II ITEM 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities VICI Properties Inc. Market Information Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “VICI.” Holders As of February 19, 2025, there were 1,056,339,141 shares of common stock issued and outstanding that were held by 331 stockholders of record. The number of stockholders of record does not include beneficial owners of shares registered in nominee or street name. Distribution Policy VICI intends to make regular quarterly distributions to holders of shares of its common stock. Any distributions will be at the sole discretion of its Board of Directors, and the form, timing and amount of such distributions, if any, will depend upon a number of factors, including VICI’s actual and projected results of operations, FFO, AFFO, liquidity, cash flows and financial condition, the revenue it actually receives from its properties, operating expenses, debt service requirements, capital expenditures, prohibitions and other limitations under its financing arrangements, REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as VICI’s Board of Directors deems relevant. For more information regarding risk factors that could materially and adversely affect us and our ability to make cash distributions refer to “Part I – Item 1A. Risk Factors”. VICI intends to make distributions to its stockholders to comply with the REIT requirements of the Code and to avoid or otherwise minimize paying entity- level federal or excise tax (other than at any TRS). 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. Recent Sales of Unregistered Securities VICI did not sell any unregistered equity securities during the year ended December 31, 2024. Issuer Repurchases of Equity Securities During the three months ended December 31, 2024, VICI did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act. Registered Offering of Securities - Use of Proceeds Not applicable. VICI Properties LP Market Information There is no established public trading market for limited partnership units of VICI LP. Holders As of February 19, 2025, there was one holder of record of limited partnership units of VICI LP. Distribution Policy VICI LP intends to make regular quarterly distributions to holders of its units. Any distributions will be at VICI LP’s sole discretion, and the form, timing and amount of such distributions, if any, will depend upon a number of factors, including VICI LP’s actual and projected results of operations, FFO, AFFO, liquidity, cash flows and financial condition, the revenue it 36 Table of Contents actually receives from properties, operating expenses, debt service requirements, capital expenditures, prohibitions and other limitations under its financing arrangements, REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as VICI’s Board of Directors deems relevant. VICI LP intends to make distributions to its unit holders to comply with the REIT requirements of VICI and to avoid or otherwise minimize paying entity level federal or excise tax. Recent Sales of Unregistered Securities VICI LP did not sell any unregistered equity securities during the year ended December 31, 2024. Issuer Repurchases of Equity Securities During the three months ended December 31, 2024, VICI LP did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act. Registered Offering of Securities - Use of Proceeds Not applicable. Stock Performance Graph The graph below compares our cumulative total stockholder return for the period from December 31, 2019 to December 31, 2024 on our common stock with the cumulative total returns of the S&P 500 Index and the MSCI US REIT index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends as required by the SEC) from December 31, 2019 until December 31, 2024. The return shown on the graph is not necessarily indicative of future performance. The following performance graph shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, nor shall this information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into a filing. Company / Index 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 VICI Properties Inc. $ 100.0 $ 106.0 $ 131.1 $ 148.3 $ 153.6 $ 148.9 MSCI US REIT Index $ 100.0 $ 92.5 $ 132.3 $ 99.9 $ 113.6 $ 123.6 S&P 500 $ 100.0 $ 118.4 $ 152.3 $ 124.7 $ 157.5 $ 196.8 37 Table of Contents ITEM 6. [Reserved.] ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations of VICI Properties Inc. and VICI Properties L.P. for the year ended December 31, 2024 should be read in conjunction with the audited consolidated Financial Statements and notes thereto and other financial information included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our business and growth strategies, statements regarding the industry outlook and our expectations regarding the future performance of our business contained herein are forward-looking statements. See “Cautionary Note Regarding Forward- Looking Statements.” You should also review the “Risk Factors” section in Item 1A. of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements. OVERVIEW We are an owner and acquirer of experiential real estate assets across leading gaming, hospitality, wellness, entertainment and leisure destinations. Our geographically diverse portfolio currently consists of 93 experiential assets consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada. Our portfolio also includes certain real estate debt investments, most of which we have originated for strategic reasons in connection with transactions that either do or may provide the potential to convert our investment into the ownership of certain of the underlying real estate in the future. In addition, we own approximately 33 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars, which we may look to monetize as appropriate. We also own four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip. We conduct our operations as a REIT for U.S. federal income tax purposes. We conduct our real property business through our operating partnership, VICI OP, and our golf course business through a TRS, VICI Golf. For additional information with respect to our business and operations, refer to Item 1. - Business. Key 2024 Highlights Operating Results • Collected 100% of contractual rent in cash. • Total revenues increased 6.6% year-over-year to $3.8 billion. • Net income attributable to common stockholders increased 6.6% year-over-year to $2.7 billion, and net income attributable to common stockholders per diluted share increased 3.3% to $2.56. • AFFO increased 8.4% year-over-year to $2.4 billion and AFFO per diluted share increased 5.1% to $2.26. Significant Achievements • Invested $411.8 million through our Partner Property Growth Fund adding $33.2 million in annualized rent to our portfolio. • Originated three debt investments totaling $365.0 million of commitments. ◦ Funded new and existing loan commitments totaling $579.1 million. • Announced an increase in our quarterly cash dividend to $0.4325 per share (or $1.73 per share on an annualized basis) in the third quarter of 2024, representing a 4.2% increase compared to our previous quarterly dividend. • Issued $1,050.0 million and $750.0 million of investment grade senior notes in March and December 2024, respectively, to refinance existing debt. • Sold 12,015,399 forward shares under our ATM Program (as defined in Note 11 - Stockholders Equity) during the year with an estimated aggregate net offering value of $376.3 million and settled 13,194,739 forward shares outstanding under our ATM Program for aggregate net proceeds of $379.4 million. 38 Table of Contents SUMMARY OF SIGNIFICANT ACTIVITIES Acquisition and Leasing Activity • Indigenous Gaming Partners - PURE Lease Assignment. On December 10, 2024, we entered into an amendment and consented to the assignment of the PURE Master Lease to an affiliate of IGP, in connection with the acquisition of the operating assets of PURE Canadian Gaming Corp. by a subsidiary of IGP. The economic terms of the PURE Master Lease remain unchanged. In connection with the assignment of the PURE Master Lease, we received a 5-year ROFO on future sale-leaseback transactions with IGP. Any additional properties acquired pursuant to the ROFO will be added to the PURE Master Lease. • Venetian Capital Investment. On May 1, 2024, we entered into agreements to fund the up to $700.0 million Venetian Capital Investment for extensive reinvestment projects at the Venetian Resort through our Partner Property Growth Fund strategy. The invested capital will earn a return through the addition of incremental rent to the Venetian Lease. The up to $700.0 million of funding through our Partner Property Growth Fund strategy is comprised of $400.0 million that has already been funded and an incremental $300.0 million that the Venetian Resort will have the option, but not the obligation, to draw in whole or in part until November 1, 2026. The initial $400.0 million investment was funded based on a fixed schedule: $100.0 million was funded in the second quarter of 2024, $150.0 million was funded in the third quarter of 2024 and $150.0 million was funded on October 1, 2024. The previous Property Growth Fund Agreement entered into with the tenant in connection with the Venetian Resort acquisition providing for up to $1.0 billion of future development and construction project funding was terminated on May 1, 2024 concurrently with the entry into the agreement to fund the Venetian Capital Investment. In connection with the Venetian Capital Investment, annual rent under the Venetian Lease will increase commencing on the first day of the quarter immediately following each capital funding at a 7.25% yield (the “Incremental Venetian Rent”). In addition to any increase pursuant to the Incremental Venetian Rent, annual rent under the Venetian Lease will begin escalating annually at 2.0% on March 1, 2029 and, commencing on March 1, 2031, will begin escalating on the same terms as the rest of the rent payable under the Venetian Lease with annual escalation equal to the greater of 2.0% or CPI, capped at 3.0%. The aggregate annual rent under the Venetian Lease increased by $29.0 million as a result of the $400.0 million of funding under the Venetian Capital Investment. Real Estate Debt Investment Activity • One Beverly Hills Mezzanine Loan. Subsequent to year end, on February 19, 2025, we purchased a $300.0 million interest in an existing mezzanine loan related to the development of One Beverly Hills, a landmark 17.5-acre luxury mixed-use development. One Beverly Hills is being developed by Cain International and will be anchored by Aman Beverly Hills and will also include a full-scale refurbishment of The Beverly Hilton, Aman-branded hospitality and residential offerings, and 10 acres of botanical gardens and open space. The development project has already commenced construction and is expected to be completed late 2027. The mezzanine loan has an initial maturity in March 2026 and has one 12-month extension option subject to certain conditions. We funded the investment with a combination of cash on hand and drawing down funds under our Revolving Credit Facility (as defined in Note 7 - Debt). The following table summarizes our real estate debt investment activity (each as defined in the column titled “Real Estate Debt Investment”) for the year ended December 31, 2024: ($ in millions) Real Estate Debt Investment Date Investment Type Commitment Collateral Great Wolf Mezzanine Loan May 9, 2024 Mezzanine $ 250.0 Portfolio of nine Great Wolf Lodge resorts across the United States Chelsea Piers One Madison Loan February 7, 2024 Senior Secured Loan 10.0 Certain equipment of the fitness club at the One Madison building in New York, NY Homefield Margaritaville Loan January 23, 2024 Senior Secured Loan 105.0 Margaritaville Resort in Kansas City, Kansas, under development Total $ 365.0 ____________________ (1) In connection with the Great Wolf Mezzanine Loan, the $79.5 million mezzanine loan for Great Wolf Lodge Maryland was repaid in full. (2) Simultaneous with entering into the loan agreement, we entered into a call right agreement that provides us with a call option on (i) the Margaritaville Resort, (ii) the new Homefield Kansas City youth sports training facility, (iii) the new Homefield baseball center, and (iv) the existing Homefield youth sports (1) (2) 39 Table of Contents complex in Olathe, Kansas. We also received a right of first refusal to acquire the real estate of any future Homefield property, should Homefield elect to monetize such assets in a sale-leaseback transaction. If the call option is exercised, all of the properties, including the Margaritaville Resort, will be subject to a single long-term triple-net master lease with us. Financing and Capital Markets Activity • New Revolving Credit Facility. Subsequent to year end, on February 3, 2025, we entered into the Credit Agreement (as defined in Note 7 - Debt) providing for the Revolving Credit Facility in the amount of $2.5 billion scheduled to mature on February 3, 2029. Concurrently, we terminated our 2022 Revolving Credit Facility and 2022 Credit Agreement (each as defined in Note 7 - Debt). The 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. The Revolving Credit Facility includes the option to increase the revolving loan commitments by up to $1.0 billion in the aggregate to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extension. Borrowings under the 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 the Borrower’s debt ratings and total leverage ratio. In addition to U.S. Dollar borrowings, borrowings under the 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 Credit Agreement includes the option 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. Refer to Note 7 - Debt included in this Annual Report on Form 10-K for additional information. • At-The-Market Offering Programs. During the year ended December 31, 2024, we sold an aggregate of 12,015,399 shares under the ATM Program, all of which were subject to forward sale agreements, for estimated aggregate net offering value of $376.3 million based on the initial forward sale price with respect to each forward sale agreement. We did not initially receive any proceeds from the sale of the shares of common stock under the ATM Program, which were sold to the underwriters by the forward purchasers or their respective affiliates. In July, October and November 2024, we physically settled certain outstanding forward shares issued under the ATM Program in exchange for aggregate net proceeds of approximately $379.4 million. • Senior Notes Offerings. ◦ On March 18, 2024, VICI LP issued (i) $550.0 million in aggregate principal amount of 5.750% Senior Notes due 2034, which mature on April 1, 2034 and (ii) $500.0 million in aggregate principal amount of 6.125% Senior Notes due 2054, which mature on April 1, 2054, in each case under a supplemental indenture (the “March 2024 Notes”). We used the net proceeds of the offering to redeem (i) $1,024.2 million in aggregate principal amount of 5.625% Senior Notes due May 1, 2024 and (ii) $25.8 million in aggregate principal amount of 5.625% Senior Notes due May 1, 2024. ◦ On December 19, 2024, VICI LP issued $750.0 million in aggregate principal amount of 5.125% Senior Notes due 2031, which mature on November 15, 2031 under a supplemental indenture (the “December 2024 Notes”). We used the net proceeds of the offering to redeem $750.0 million in aggregate principal amount of 3.500% Senior Notes due February 15, 2025. • Forward-Starting Interest Rate Swap Agreements. ◦ In connection with our March 2024 Notes offering, we settled seven outstanding forward-starting interest rate swap agreements with an aggregate notional amount of $500.0 million resulting in net proceeds of $2.8 million. ◦ During the year ended December 31, 2024, we entered into seven forward-starting interest rate swap agreements and five U.S. Treasury Rate Lock agreements for an aggregate notional amount of $650.0 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 February 2025. In connection with our December 2024 Notes offering, we settled the outstanding forward-starting interest rate swap agreements and U.S. Treasury Rate Lock agreements resulting in net proceeds of $6.8 million. Since the forward-starting interest rate swaps and U.S. Treasury Rate Lock agreements were hedging the interest rate risk on the respective senior unsecured notes offering, the unrealized gain in Accumulated other comprehensive income is being amortized over the term of the respective derivative instruments, which matches that of the underlying notes, as a decrease in interest expense. 40 Table of Contents ◦ During the year ended December 31, 2024, we entered into four forward-starting interest rate swap agreements for an aggregate notional amount of $200.0 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 May 2025. These four forward-starting interest rate swap agreements were outstanding as of December 31, 2024. KEY TRENDS THAT MAY AFFECT OUR BUSINESS Tenant and Industry Performance Our tenants (and respective guarantors, as applicable) under our lease agreements are leading gaming and experiential operators across the United States, Canada and abroad. Rental payments under our lease agreements comprise, and are expected to continue to comprise, a substantial majority of our revenues. Accordingly, we are dependent on, among other things, our tenants’ (and respective guarantors’, as applicable) financial performance, the performance of the gaming and other experiential industries and the health of the economies in the areas where our properties are located for the foreseeable future, and an event that has a material adverse effect on any of our tenant’s business, financial condition, liquidity, results of operations or prospects could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. In addition, the financial performance of our tenants (and respective guarantors, as applicable) also has a direct impact on our financial results in a given reporting period due to the impact of ASC 326 “Credit Losses” (“ASC 326”), which requires us to estimate and record non-cash expected credit losses related to our investments, including changes on a quarterly basis, that are recorded in our Statement of Operations and impact our reported net income. The change in non-cash allowance for credit losses for a given period is dependent upon, among other things, our tenants’ and guarantors’ financial performance. For more information regarding ASC 326, refer to Note 5 - Allowance for Credit Losses included in this Annual Report on Form 10-K. Business Strategy Our business prospects and future growth will be significantly influenced by the success of our business strategy, and the timing, availability and terms of financing for any acquisitions and investments that we may complete, as well as broader macroeconomic and other conditions that affect our tenants’ operating and financial performance and the gaming and other experiential industries in which they operate, including those described herein. Further, the pricing of any acquisitions or other investments we may consummate and the terms of any leases that we may enter into will significantly impact our future results. Competition to enter into transactions with attractive properties and desirable tenants is intense, and we can provide no assurance that any future acquisitions, investments or leases will be on terms as favorable to us as those from comparable recent or historical transactions. Impact of the Macroeconomic Environment We anticipate that we will finance our future growth with a combination of debt and equity, although no assurance can be given that we will be able to issue equity and/or debt in such amounts on favorable terms, or at all, or that we would not determine to incur more debt on a relative basis at the relevant time due to market conditions or otherwise. Macroeconomic volatility has introduced significant uncertainty and heightened risk for businesses, including us and our tenants, including the impact of changing interest rates, inflation, threat of recession, geopolitical uncertainty, and increased cost of capital. Our tenants also face additional challenges, including potential changes in consumer confidence levels, behavior and spending and increased operational expenses, such as with respect to labor or energy costs. As a triple-net lessor, increased operational expenses at our leased properties are borne by our tenants and do not directly impact their rent obligations (other than with respect to underlying inflation as applied to the CPI-based escalators described below) or other obligations under our lease agreements. However, the current macroeconomic environment, including heightened interest rates and market volatility, impacts our business in certain respects, such as by increasing interest expense with respect to any borrowings under our Revolving Credit Facility and refinancing of recent and upcoming debt maturities, volatility of our share price with respect to sales of common stock, and, with respect to potential transactions, evaluating asset and property values in discussions with potential counterparties and obtaining transaction financing on attractive terms, all of which could increase our cost of capital, limit the benefits of any such transactions, and negatively impact our growth prospects. With respect to our lease agreements, which generally provide for annual rent escalation based on a specified percentage increase and/or increases in CPI, we expect that current inflation levels will result in additional rent increases over time under our CPI-based lease provisions (subject to any applicable caps or periods in which such provisions do not apply). However, these rent increases may not match increasing inflation during periods when inflation rates are greater than the applicable CPI- 41 Table of Contents based caps. Overall Implications of Such Material Trends on Our Business As a triple-net lessor, we believe we are generally in a strong creditor position and structurally insulated from operational and performance impacts of our tenants, both positive and negative. However, the full extent to which the trends set forth herein adversely affect our tenants, 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’ financial performance, the direct and indirect effects of such trends discussed herein (including among other things, heightened interest rates, inflation, economic recessions, consumer confidence levels and general conditions in the capital and credit markets) and the impact of any future measures taken in response to such trends on our tenants. For more information, refer to “Part I – Item 1A. Risk Factors” included in this Annual Report on Form 10-K. DISCUSSION OF OPERATING RESULTS Results of Operations for the Years Ended December 31, 2024 and December 31, 2023 (In thousands) 2024 2023 Variance Revenues Income from sales-type leases $ 2,068,443 $ 1,980,178 $ 88,265 Income from lease financing receivables, loans and securities 1,662,889 1,519,516 143,373 Other income 77,422 73,326 4,096 Golf revenues 40,451 38,968 1,483 Total revenues 3,849,205 3,611,988 237,217 Operating expenses General and administrative 69,109 59,603 9,506 Depreciation 4,125 4,298 (173) Other expenses 77,422 73,326 4,096 Golf expenses 26,895 27,089 (194) Change in allowance for credit losses 126,720 102,824 23,896 Transaction and acquisition expenses 4,567 8,017 (3,450) Total operating expenses 308,838 275,157 33,681 Income from unconsolidated affiliate — 1,280 (1,280) Interest expense (826,097) (818,056) (8,041) Interest income 16,095 23,970 (7,875) Other gains 581 4,456 (3,875) Income before income taxes 2,730,946 2,548,481 182,465 (Provision for) benefit from income taxes (9,704) 6,141 (15,845) Net income 2,721,242 2,554,622 166,620 Less: Net income attributable to non-controlling interests (42,432) (41,082) (1,350) Net income attributable to common stockholders $ 2,678,810 $ 2,513,540 $ 165,270 42 Table of Contents Revenue For the years ended December 31, 2024 and 2023, our revenue was comprised of the following items: (In thousands) 2024 2023 Variance Leasing revenue $ 3,596,884 $ 3,420,934 $ 175,950 Income from loans 134,448 78,760 55,688 Other income 77,422 73,326 4,096 Golf revenues 40,451 38,968 1,483 Total revenues $ 3,849,205 $ 3,611,988 $ 237,217 Leasing Revenue The following table details the components of our income from sales-type lease and lease financing receivables: (In thousands) 2024 2023 Variance Income from sales-type leases $ 2,068,443 $ 1,980,178 $ 88,265 Income from lease financing receivables 1,528,441 1,440,756 87,685 Total leasing revenue 3,596,884 3,420,934 175,950 Non-cash adjustment (537,927) (515,556) (22,371) Total contractual leasing revenue $ 3,058,957 $ 2,905,378 $ 153,579 ____________________ (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 $176.0 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. Total contractual leasing revenue increased $153.6 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increases were primarily driven by the acquisition of the remaining 49.9% of the MGM Grand/Mandalay Bay portfolio, and the addition to our portfolio of the PURE Master Lease in January 2023, the Rocky Gap Casino component of the Century Master Lease in July 2023, the Century Canadian Portfolio component of the Century Master Lease in September 2023, the Lucky Strike (formerly known as Bowlero) Master Lease in October 2023, the Chelsea Piers Lease in December 2023 and the incremental rent increase from the Venetian Capital Investment in July and October 2024, as well as the annual rent escalators from certain of our other lease agreements. Income From Loans Income from loans increased $55.7 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was driven by the origination and subsequent funding, as applicable, of our debt investments and the related interest income from the increased principal balances outstanding under such debt investments, partially offset by the full repayment of certain loan investments. Other Income Other income increased $4.1 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was driven primarily by the additional income as a result of the assumption of certain ground leases in connection with the closing of the acquisition of the Rocky Gap Casino in July 2023 and the sale-leaseback transaction with Chelsea Piers in December 2023. We determined that we are the primary obligor of the respective ground and use leases and, accordingly, record the related income and expense on a gross basis on our Income Statement. The lease agreements require our tenants to cover all costs associated with such ground and use sub-leases and provide for their direct payment to the primary landlord. (1) (2) 43 Table of Contents Operating Expenses For the years ended December 31, 2024 and 2023, our operating expenses were comprised of the following items: (In thousands) 2024 2023 Variance General and administrative $ 69,109 $ 59,603 $ 9,506 Depreciation 4,125 4,298 (173) Other expenses 77,422 73,326 4,096 Golf expenses 26,895 27,089 (194) Change in allowance for credit losses 126,720 102,824 23,896 Transaction and acquisition expenses 4,567 8,017 (3,450) Total operating expenses $ 308,838 $ 275,157 $ 33,681 General and Administrative Expenses General and administrative expenses increased $9.5 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily driven by a one-time charitable contribution to facilitate the Company’s corporate giving initiatives and by an increase in compensation, including stock-based compensation. Other Expenses Other expenses increased $4.1 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was driven primarily by the additional expense as a result of the assumption of certain ground leases in connection with the closing of the acquisition of the Rocky Gap Casino in July 2023 and the sale-leaseback transaction with Chelsea Piers in December 2023. We determined we are the primary obligor of the respective ground and use leases and, accordingly, record the related income and expense on a gross basis on our Income Statement. The lease agreements require our tenants to cover all costs associated with such ground and use sub-leases and provide for their direct payment to the primary landlord. Change in Allowance for Credit Losses Change in allowance for credit losses increased $23.9 million during the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by changes to the reasonable and supportable period, or R&S Period probability of default, or PD, and loss given default, LGD, of our existing tenants and their parent guarantors (as applicable) as a result of market performance and changes in the macroeconomic model used to scenario condition such inputs, partially offset by lower initial CECL allowances recorded on our acquisition and loan origination activity. We recorded initial CECL allowances of $2.9 million on our $365.0 million of loan origination activity during the year ended December 31, 2024, compared to initial CECL allowances of $279.0 million on our $4.1 billion of property acquisition activity and $14.0 million on our $698.2 million of loan origination activity during the year ended December 31, 2023. Further fluctuation in the change in allowance for credit losses are the result of (i) changes to the long-term period PD as a result of changes in the credit ratings of our existing tenants and their parent guarantors, which are used to estimate the long-term PD and (ii) annual standard updates to the model used to estimate the CECL allowance. Refer to Note 5 - Allowance for Credit Losses for further details. Transaction and Acquisition Expenses Transaction and acquisition costs decreased $3.5 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. Changes in transaction and acquisition expenses are related to fluctuations in (i) costs incurred for investments during the period that are not capitalizable under GAAP, and (ii) costs incurred for investments that we are no longer pursuing. 44 Table of Contents Non-Operating Income and Expenses For the years ended December 31, 2024 and 2023, our non-operating income and expenses were comprised of the following items: (In thousands) 2024 2023 Variance Income from unconsolidated affiliate $ — $ 1,280 $ (1,280) Interest expense (826,097) (818,056) (8,041) Interest income 16,095 23,970 (7,875) Other gains 581 4,456 (3,875) Income from Unconsolidated Affiliate Income from unconsolidated affiliate during the year ended December 31, 2023 represents our 50.1% share of the income of the MGM Grand/Mandalay Bay JV for the period from January 1, 2023 through January 8, 2023, immediately prior to the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition (as defined in Note 3 - Real Estate Transactions). Beginning on January 9, 2023, upon the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition, we consolidated the operations of the MGM Grand/Mandalay Bay JV and, subsequently, such income is included in Income from sales-type lease on our Statement of Operations and, accordingly, no Income from unconsolidated affiliate was recognized for the year ended December 31, 2024. Interest Expense Interest expense increased $8.0 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily related to an increase in debt outstanding from the (i) C$140.0 million, C$75.0 million and £14.5 million draws on the 2022 Revolving Credit Facility to finance the acquisition of the PURE Canadian Portfolio in January 2023, the acquisition of the Canadian portfolio component of the Century Master Lease in September 2023 and the Cabot Highlands loan in December 2023, respectively, partially offset by C$27.0 million of principal paydowns under the 2022 Revolving Credit Facility, and (ii) assumption of $3.0 billion aggregate principal amount of CMBS debt on January 9, 2023, in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition, the combination of which resulted in an additional $3.2 billion in notional amount of debt in 2024 compared to 2023. Additionally, the weighted average annualized interest rate of our debt, net of the impact of the forward-starting interest rate swaps and treasury locks, increased to 4.34% during the year ended December 31, 2024 from 4.33% during the year ended December 31, 2023, as a result of a higher effective interest rate on (i) the draws on the 2022 Revolving Credit Facility, and (ii) the March 2024 Notes and December 2024 Notes as compared to the debt that was refinanced by such notes. Interest Income Interest income decreased $7.9 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was primarily driven by an overall decrease in our cash on hand throughout the current year as compared to the prior year. Other Gains Other gains decreased $3.9 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The change primarily relates to the sale of excess land in April 2023 and foreign currency remeasurement adjustments associated with our investments in Canada and the United Kingdom. In connection with such investments, we entered into foreign-denominated debt on the 2022 Revolving Credit Facility, of which C$188.0 million and £14.5 million is currently outstanding on the Revolving Credit Facility and, since such debt is held at entities with USD as their functional currency, certain of the related assets and liabilities are remeasured through the Statement of Operations. Results of Operations of VICI Properties L.P. The operating results of VICI LP are materially consistent with those of the consolidated results of operations of VICI. However certain differences arise primarily related to the operations of VICI Golf which resulted in additional revenue and income to VICI which are not recognized at VICI LP, partially offset by additional VICI Golf expenses, including depreciation and income taxes and certain general and administrative expenses recognized at VICI but not recognized at VICI LP. Refer to the Explanatory Note at the beginning of this Form 10-K for additional information on the presentation of VICI and VICI LP and the differences between the two Financial Statements. 45 Table of Contents Results of Operations for the Years Ended December 31, 2023 and 2022 For a comparison of our results of operations for the fiscal years ended December 31, 2023 and 2022, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024 and incorporated by reference herein. RECONCILIATION OF NON-GAAP MEASURES We present VICI’s Funds From Operations (“FFO”), FFO per share, Adjusted Funds From Operations (“AFFO”), AFFO per share, and Adjusted EBITDA, which are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). These are non-GAAP financial measures and should not be construed as alternatives to net income or as an indicator of operating performance (as determined in accordance with GAAP). We believe FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of VICI’s business. FFO is a non-GAAP financial measure that is considered a supplemental measure for the real estate industry and a supplement to GAAP measures. Consistent with the definition used by the National Association of Real Estate Investment Trusts (NAREIT), we define FFO as VICI’s net income (or loss) attributable to common stockholders (computed in accordance with GAAP) excluding (i) gains (or losses) from sales of certain real estate assets, (ii) depreciation and amortization related to real estate, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) our proportionate share of such adjustments from our investment in unconsolidated affiliate. AFFO is a non-GAAP financial measure that we use as a supplemental operating measure to evaluate VICI’s performance. We calculate VICI’s AFFO by adding or subtracting from FFO non-cash leasing and financing adjustments, non-cash change in allowance for credit losses, non-cash stock-based compensation expense, transaction costs incurred in connection with the acquisition of real estate investments, amortization of debt issuance costs and original issue discount, other non-cash interest expense, non-real estate depreciation (which is comprised of the depreciation related to our golf course operations), capital expenditures (which are comprised of additions to property, plant and equipment related to our golf course operations), impairment charges related to non-depreciable real estate, gains (or losses) on debt extinguishment and interest rate swap settlements, other gains, deferred income tax benefits and expenses, other non-recurring non-cash transactions, our proportionate share of non-cash adjustments from our investment in unconsolidated affiliate (including the amortization of any basis differences) with respect to certain of the foregoing and non-cash adjustments attributable to non-controlling interest with respect to certain of the foregoing. We calculate VICI’s Adjusted EBITDA by adding or subtracting from AFFO contractual interest expense (including the impact of the forward-starting interest rate swaps and treasury locks) and interest income (collectively, interest expense, net), current income tax expense and our proportionate share of such adjustments from our investment in unconsolidated affiliate. These non-GAAP financial measures: (i) do not represent VICI’s cash flow from operations as defined by GAAP; (ii) should not be considered as an alternative to VICI’s net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to VICI’s cash flow as a measure of liquidity. In addition, these measures should not be viewed as measures of liquidity, nor do they measure our ability to fund all of our cash needs, including our ability to make cash distributions to our stockholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of VICI’s financial results in accordance with GAAP. 46 Table of Contents Reconciliation of VICI’s Net Income to FFO, FFO per Share, AFFO, AFFO per Share and Adjusted EBITDA Year Ended December 31, (In thousands, except share data and per share data) 2024 2023 Net income attributable to common stockholders $ 2,678,810 $ 2,513,540 Real estate depreciation — — Joint venture depreciation and non-controlling interest adjustments — 1,426 FFO attributable to common stockholders 2,678,810 2,514,966 Non-cash leasing and financing adjustments (537,708) (515,488) Non-cash change in allowance for credit losses 126,720 102,824 Non-cash stock-based compensation 17,511 15,536 Transaction and acquisition expenses 4,567 8,017 Amortization of debt issuance costs and original issue discount 71,592 70,452 Other depreciation 3,428 3,741 Capital expenditures (3,007) (2,842) Other gains (581) (4,456) Deferred income tax provision (benefit) 5,439 (10,426) Joint venture non-cash adjustments and non-controlling interest adjustments 4,022 4,716 AFFO attributable to common stockholders 2,370,793 2,187,040 Interest expense, net 738,410 723,634 Current income tax expense 4,265 4,285 Joint venture interest expense and non-controlling interest adjustments (8,551) (5,287) Adjusted EBITDA attributable to common stockholders $ 3,104,917 $ 2,909,672 Net income per common share Basic $ 2.56 $ 2.48 Diluted $ 2.56 $ 2.47 FFO per common share Basic $ 2.56 $ 2.48 Diluted $ 2.56 $ 2.48 AFFO per common share Basic $ 2.26 $ 2.16 Diluted $ 2.26 $ 2.15 Weighted average number of shares of common shares outstanding Basic 1,046,739,537 1,014,513,195 Diluted 1,047,675,111 1,015,776,697 ____________________ (1) Represents non-cash foreign currency remeasurement adjustments and gain on sale of land. (1) 47 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Liquidity As of December 31, 2024, our available cash and cash equivalents balance, short-term investments and capacity under our 2022 Revolving Credit Facility were as follows: (In thousands) December 31, 2024 Cash and cash equivalents $ 524,615 Capacity under 2022 Revolving Credit Facility 2,351,154 Proceeds available from settlement of Forward Sale Agreements 376,253 Total $ 3,252,022 ____________________ (1) Subsequent to year end, on February 3, 2025, we entered into the Credit Agreement providing for the Revolving Credit Facility in the amount of $2.5 billion and concurrently terminated our 2022 Revolving Credit Facility and 2022 Credit Agreement. The Revolving Credit Facility includes the option to increase the revolving loan commitments by up to $1.0 billion to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional extensions of credit. In addition, the Credit Agreement includes the option 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 12.0 million outstanding forward shares as of December 31, 2024 under our at-the-market forward sale agreements at a forward sales price of $31.31 calculated as of December 31, 2024. We believe that we have sufficient liquidity to meet our material cash requirements, including our contractual obligations, debt maturities and commitments as well as our additional funding requirements, primarily through currently available cash and cash equivalents, cash received under our lease agreements, existing borrowings from banks, including our undrawn capacity under our Revolving Credit Facility, net proceeds available under our outstanding forward sale agreements, and proceeds from future issuances of debt and equity securities (including issuances under 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 inflationary environment, higher interest rates, equity market volatility, and changes in consumer behavior and spending. In particular, we can provide no assurances that our tenants will not default on their leases or fail to make full rental payments if their businesses become challenged due to, among other things, current or future adverse economic conditions. See “Overview — Impact of Material Trends on our Business” above for additional detail. In the event our tenants are unable to make all of their contractual rent payments as provided by our lease agreements, we believe we have sufficient liquidity from the other sources discussed above to meet all of our contractual obligations for a significant period of time. For more information, refer to the risk factors incorporated by reference into Part I. Item 1A. Risk Factors. 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, 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, 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 December 31, 2024, we had $17.1 billion of debt obligations (1) (2) 48 Table of Contents outstanding of which $500.0 million matures on May 15, 2025 and $800.0 million matures on June 15, 2025. For a summary of principal debt balances and their maturity dates and principal terms, refer to Note 7 - Debt. For a summary of our future funding commitments under our loan portfolio, refer to Note 4 - Real Estate Portfolio. Pursuant to our lease agreements, capital expenditures, insurance and taxes for our properties are the responsibility of the tenants. Minimum capital expenditure spending requirements of the tenants pursuant to our gaming lease agreements are described in Note 4 - Real Estate Portfolio. Information concerning our material contractual obligations and commitments to make future payments under contracts such as our indebtedness, future funding commitments under our loans and Partner Property Growth Fund strategy and future contractual operating commitments (such as future lease payments under our corporate lease) are included in the following table as of December 31, 2024. Amounts in this table omit, among other things, non- contractual commitments and items such as dividends and recurring or non-recurring operating expenses and other expenditures, including acquisitions and other investments: Payments Due By Period (In thousands) Total 2025 2026 2027 2028 2029 and Thereafter Long-term debt, principal Senior unsecured notes $ 13,950,000 $ 1,300,000 $ 1,750,000 $ 1,500,000 $ 1,600,000 $ 7,800,000 MGM Grand/Mandalay Bay CMBS debt 3,000,000 — — — — 3,000,000 Revolving credit facility 148,846 — 148,846 — — — Scheduled interest payments 5,510,383 753,796 720,368 604,785 531,894 2,899,540 Total debt contractual obligations 22,609,229 2,053,796 2,619,214 2,104,785 2,131,894 13,699,540 Leases and contracts Future funding commitments – loan investments and Partner Property Growth Fund 548,524 341,445 205,930 1,149 — — Golf course operating lease and contractual commitments 40,009 2,153 2,197 2,241 2,285 31,133 Corporate office lease 15,429 73 1,742 871 1,742 11,001 Total leases and contractual obligations 603,962 343,671 209,869 4,261 4,027 42,134 Total contractual commitments $ 23,213,191 $ 2,397,467 $ 2,829,083 $ 2,109,046 $ 2,135,921 $ 13,741,674 __________________ (1) Subsequent to year end, on February 3, 2025, we entered into the Credit Agreement providing for the Revolving Credit Facility in the amount of $2.5 billion scheduled to mature on February 3, 2029, and concurrently terminated the 2022 Revolving Credit Facility and 2022 Credit Agreement. (2) Estimated interest payments on variable interest debt under our Revolving Credit Facility are based on the CORRA and SONIA rates as of December 31, 2024. (3) Excludes ground and use leases which are paid directly by our tenants to the primary lease holder. (4) 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. As of December 31, 2024, we had $300.0 million of additional potential future funding commitments in connection with the Venetian Capital Investment entered into on May 1, 2024, pursuant to which the tenant has the option, but not the obligation, to draw such funds. The utilization of funding commitments under the Partner Property Growth Fund, as well as the total funding ultimately provided under such arrangements, is at the discretion of the respective tenant and will be dependent upon independent decisions made by such tenant with respect to any capital improvement projects and the source of funds for such projects. For further information, refer to Note 3 – Real Estate Transactions. (1) (2) (3) (4) 49 Table of Contents Cash Flow Analysis The table below summarizes our cash flows for the years ended December 31, 2024 and 2023: (In thousands) 2024 2023 Variance ($) Cash, cash equivalents and restricted cash Provided by operating activities $ 2,381,498 $ 2,181,009 $ 200,489 Used in investing activities (922,781) (2,899,095) 1,976,314 (Used in) provided by financing activities (1,457,121) 1,031,790 (2,488,911) Net increase in cash, cash equivalents and restricted cash $ 2,041 $ 313,641 $ (311,600) Cash Flows from Operating Activities Net cash provided by operating activities increased $200.5 million for the year ended December 31, 2024 compared with the year ended December 31, 2023. The increase was primarily driven by the acquisition of the remaining 49.9% of the MGM Grand/Mandalay Bay portfolio in January 2023, and an increase in rental payments from the addition of the Rocky Gap Casino component of the Century Master Lease in July 2023, the Canadian portfolio component of the Century Master Lease in September 2023, the Lucky Strike Master Lease in October 2023, the Chelsea Piers Lease in December 2023, the annual rent escalators on our Caesars Leases and certain of our other lease agreements, and the incremental rent increase from the Venetian Capital Investment in July and October 2024, as well as the incremental interest income associated with additional loan fundings and originations. Cash Flows from Investing Activities Net cash used in investing activities decreased $1,976.3 million for the year ended December 31, 2024 compared with the year ended December 31, 2023. During the year ended December 31, 2024, the primary sources and uses of cash from investing activities included: • Disbursements to fund investments in our loan and securities portfolio in the amount of $579.1 million; • Payments to fund the Venetian Capital Investment and Partner Property Growth Fund investment at Caruthersville in the aggregate amount of $411.8 million; • Proceeds from the repayment of the Great Wolf Lodge Maryland mezzanine loan in the amount of $79.5 million; • Investments and maturities of short-term investments of $29.6 million; • Acquisition of property and equipment costs of $7.5 million; and • Capitalized transaction costs of $5.9 million. During the year ended December 31, 2023, the primary sources and uses of cash from investing activities included: • Net payments of $1,266.9 million, including acquisition costs, in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition; • Payments for property acquisitions during the year for a total cost of $1,373.1 million, including acquisition costs, of which $1,132.0 million was classified as investments in financing receivables and $241.1 million was classified as investments sales-type lease; • Disbursements to fund investments in our loan and securities portfolio in the amount of $959.1 million; • Principal repayment of loans in the amount of $482.0 million, of which $400.0 million related to the full repayment of the Caesars Forum Convention Center mortgage loan; • Maturities of short-term investments, net of investments of $217.3 million; • Proceeds from the sale of land of $6.2 million; and • Acquisition of property and equipment costs of $4.0 million. 50 Table of Contents Cash Flows from Financing Activities Net cash used in financing activities increased $2,488.9 million for the year ended December 31, 2024 compared with the year ended December 31, 2023. During the year ended December 31, 2024, the primary sources and uses of cash from financing activities included: • Redemption of the outstanding (i) $1,050.0 million in aggregate principal amount of the 5.625% senior unsecured notes due 2024, and (ii) $750.0 in aggregate principal amount of 3.500% senior unsecured notes due 2025; • Net proceeds from the issuance of the March 2024 Notes and December 2024 Notes in the amount of $1,771.2 million; • Dividend payments of $1,753.0 million; • Proceeds of $378.7 million from the physical settlement of 13,194,739 forward shares under our ATM Program, net of equity offering costs paid in the current year; • Paydowns of $94.3 million in aggregate on our 2022 Revolving Credit Facility; • Draws of $82.2 million in aggregate on our 2022 Revolving Credit Facility; • Distributions of $31.2 million to non-controlling interests; • Repurchase of shares of common stock for tax withholding in connection with the vesting of employee stock compensation of $5.3 million; and • Payments of debt issuance costs of $5.3 million. During the year ended December 31, 2023, the primary sources and uses of cash from financing activities included: • Net proceeds of $2,480.1 million from the issuance of an aggregate 79,065,750 shares of our common stock pursuant to the full physical settlement of certain of our forward sale agreements, net of equity offering costs paid in the current year; • Dividend payments of $1,583.8 million; • Draws of $419.1 million in aggregate on our 2022 Revolving Credit Facility and subsequent paydown of $250.0 million on our 2022 Revolving Credit Facility; • Distributions of $28.6 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 $5.0 million. Debt For a summary of our debt obligations as of December 31, 2024, refer to Note 7 - Debt. For a summary of our financing activities in 2024 refer to “Summary of Significant 2024 Activity - Financing and Capital Markets Activity” above. 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 December 31, 2024, we were in compliance with all required debt-related covenants, including financial covenants. CRITICAL ACCOUNTING ESTIMATES Our Financial Statements are prepared in accordance with GAAP which requires us to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. We believe that the following discussion addresses our most critical accounting estimates, which are those that have a significant level of estimation uncertainty, requiring our most difficult, subjective and complex judgments, and significantly impacts the Balance Sheets and Statement of Operations in the reporting period. Actual results may differ from the estimates. Refer to Note 2 - Summary of Significant Accounting Policies for a full discussion of our accounting policies. 51 Table of Contents Lease Accounting We account for our investments in leases under ASC 842 “Leases” (“ASC 842”), which requires us to use significant estimates and judgment in applying the accounting standard. Upon lease inception or lease modification, we assess the lease classification of the different components of the property, generally land and building, to determine whether each component should be classified as a direct financing, sales-type or operating lease. The determination of lease classification requires the calculation of the rate implicit in the lease, which is driven by (i) significant judgments around the inclusion of renewal terms in the non-cancelable lease period and whether such renewal terms are reasonably certain to be exercised and (ii) the estimation of both the value assigned to the land and building property components upon acquisition and the estimation of the unguaranteed residual value of such components at the end of the lease term. If the lease component is determined to be a direct financing or sales-type lease, revenue is recognized over the life of the lease using the rate implicit in the lease. We use industry standard practices to estimate both the value assigned to the land and building property components upon acquisition and the unguaranteed residual value of such components, including comparable sales and replacement cost analyses. Although we believe our estimate of both the value assigned to the land and building property components upon acquisition and the unguaranteed residual value of such components is reasonable, no assurance can be given that such amounts will be correct. In particular a change in the estimates could have a material impact on the lease classification determination and the timing and amount of income recognized over the life of the lease. 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. We have elected to use a discounted cash flow model to estimate the Allowance for credit losses, or CECL allowance for our leases. 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 over the life of each individual lease or financial asset. 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”). We are unable to use our historical data to estimate losses as we have no loss history to date. Given the length of our leases, the Long-Term Period PD and LGD are the most material and significant drivers of the CECL allowance. 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 the past 40 years that have similar credit profiles or characteristics to our tenants and their parent guarantors. 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. Changes to the Long-Term Period PD and LGD are generally driven by (i) updated studies from the nationally recognized data analytics firm we employ to assist us with calculating the allowance and (ii) changes in the credit rating assigned to our tenants and their parent guarantors. The following table illustrates the impact on the CECL allowance of our investment portfolio as a result of a 10% increase and decrease in the weighted average percentages used to estimate Long-Term PD and LGD of all of our tenants and their parent guarantors. Refer to Note 5 - Allowance for Credit Losses for further information on our CECL Allowance and related balances as of December 31, 2024. ($ in thousands) Long-Term PD Long-Term LGD Change Change in CECL Allowance % Change in CECL Allowance $ Change in CECL Allowance % Change in CECL Allowance $ 10% increase 0.21 % $ 91,990 0.25 % $ 110,597 10% decrease (0.21)% $ (93,927) (0.25)% $ (110,602) Although management believes its estimate of the Long-Term PD and LGD described above is reasonable, no assurance can be given that the Long-Term PD and LGD for our tenants, or other drivers of the CECL allowance, will be correct. Any significant variation of Long-Term PD or LGD from management’s expectations could have a material impact on our financial condition and operating results. 52 Table of Contents ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk Our interest rate risk management objective is to limit the impact of future interest rate changes on our earnings and cash flows. To achieve this objective, our consolidated subsidiaries primarily borrow on a fixed-rate basis for longer-term debt issuances. As of December 31, 2024, we had $17.1 billion of aggregate principal amount of outstanding indebtedness, of which 99.0% has a fixed interest rate and 1.0% has a variable interest rate, representing the US$148.8 million outstanding balance under the 2022 Revolving Credit Facility (denominated in CAD and GBP). As of December 31, 2024, a one percent increase or decrease in the annual interest rate on our variable rate borrowings would increase or decrease our annual cash interest expense by approximately $1.5 million using the applicable exchange rate as of December 31, 2024. Additionally, we are exposed to interest rate risk between the time we enter into a transaction and the time we finance the related transaction with long-term fixed-rate debt. In addition, when long-term debt matures, we may have to refinance such debt at a higher interest rate. In a heightened interest rate environment, we have from time to time and may in the future seek to mitigate that risk by utilizing forward-starting interest rate swap agreements, U.S. Treasury rate lock agreements and other derivative instruments. Market interest rates are sensitive to many factors that are beyond our control. Capital Markets Risks We are exposed to risks related to the equity capital markets, and our related ability to raise capital through the issuance of our common stock or other equity instruments. We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through long-term indebtedness, borrowings under credit facilities or other debt instruments. As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing, and terms of capital we raise. Foreign Currency Exchange Rates We are exposed to foreign currency exchange variability related to investments in and earnings from our foreign investments. Foreign currency market risk is the possibility that our results of operations or financial position could be better or worse than planned because of changes in foreign currency exchange rates. We primarily hedge our foreign currency risk by borrowing in the currencies in which we invest, thereby providing a natural hedge. We continuously evaluate our foreign currency risk and may in the future use derivative financial instruments, such as currency exchange swaps, foreign currency collars, and foreign currency forward contracts with financial counterparties to further mitigate such risk. ITEM 8. Financial Statements and Supplementary Data The financial statements required by this item and the reports of the independent accountants thereon required by Item 15. - Exhibits and Financial Statement Schedules of this Form 10-K appear on pages F-2 to F-52. See accompanying Index to the Consolidated Financial Statements on page F-1. ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. ITEM 9A. Controls and Procedures VICI Properties Inc. Evaluation of Disclosure Controls and Procedures VICI maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods, and is accumulated and communicated to VICI’s management, including VICI’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. 53 Table of Contents VICI’s management has evaluated, under the supervision and with the participation of VICI’s principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of the period covered by this report. Based upon this evaluation, VICI’s principal executive officer and principal financial officer concluded that VICI’s disclosure controls and procedures were effective as of the end of the period covered by this report. Management's Report on Internal Control over Financial Reporting VICI’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d- 15(f) under the Exchange Act). VICI’s internal control over financial reporting is a process designed under the supervision of its principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of VICI’s consolidated financial statements for external reporting purposes in accordance with GAAP. VICI’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of VICI management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on VICI’s consolidated financial statements. VICI’s management conducted an assessment of the effectiveness of its internal control over financial reporting as of December 31, 2024 based on the framework established in the updated Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that VICI’s internal control over financial reporting was effective as of December 31, 2024. Attestation Report of the Registered Public Accounting Firm Deloitte & Touche LLP, an independent registered public accounting firm, has audited VICI’s financial statements included in this report on Form 10-K and issued its attestation report, which is included herein and expresses an unqualified opinion on the effectiveness of VICI’s internal control over financial reporting as of December 31, 2024. Changes in Internal Control Over Financial Reporting There have been no changes in VICI’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, VICI’s internal control over financial reporting. VICI Properties L.P. Evaluation of Disclosure Controls and Procedures VICI LP maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods, and is accumulated and communicated to its management, including VICI LP’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. VICI LP’s management has evaluated, under the supervision and with the participation of VICI LP’s principal executive officer and principal financial officer, the effectiveness of VICI LP’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of the period covered by this report. Based upon this evaluation, VICI LP’s principal executive officer and principal financial officer concluded that VICI LP’s disclosure controls and procedures were effective as of the end of the period covered by this report. Management's Report on Internal Control over Financial Reporting VICI LP’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). VICI LP’s internal control over financial reporting is a process designed under the supervision of its principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of VICI LP’s consolidated financial statements for external reporting purposes in accordance with GAAP. 54 Table of Contents VICI LP’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of VICI LP’s management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on VICI LP’s consolidated financial statements. VICI LP’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the framework established in the updated Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that VICI LP’s internal control over financial reporting was effective as of December 31, 2024. Attestation Report of the Registered Public Accounting Firm Deloitte & Touche LLP, an independent registered public accounting firm, has audited VICI LP’s financial statements included in this report on Form 10-K and issued its attestation report, which is included herein and expresses an unqualified opinion on the effectiveness of VICI LP’s internal control over financial reporting as of December 31, 2024. Changes in Internal Control Over Financial Reporting There have been no changes in VICI LP’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, VICI LP’s internal control over financial reporting. ITEM 9B. Other Information None. ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 55 Table of Contents PART III ITEM 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2025 with the SEC pursuant to Regulation 14A under the Exchange Act. ITEM 11. Executive Compensation The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2025 with the SEC pursuant to Regulation 14A under the Exchange Act. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2025 with the SEC pursuant to Regulation 14A under the Exchange Act. ITEM 13. Certain Relationships and Related Transactions and Director Independence The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2025 with the SEC pursuant to Regulation 14A under the Exchange Act. ITEM 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2025 with the SEC pursuant to Regulation 14A under the Exchange Act. 56 Table of Contents PART IV ITEM 15. Exhibits and Financial Statement Schedules (a)(1). Financial Statements. See the accompanying Index to Consolidated Financial Statements and Schedules on page F-1. (a)(2). Financial Statement Schedules. See the accompanying Index to Consolidated Financial Statements and Schedules on page F-1. (a)(3). Exhibits. Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Exhibit Filing Date 3.1 Articles of Amendment and Restatement of VICI Properties Inc. 8-K 3.1 10/11/2017 3.2 Articles of Amendment to the Articles of Amendment and Restatement of VICI Properties Inc. 8-K 3.1 3/3/2021 3.3 Articles of Amendment to the Articles of Amendment and Restatement of VICI Properties Inc. 8-K 3.1 9/14/2021 3.4 Amended and Restated Bylaws of VICI Properties Inc. (as amended December 19, 2022). 10-K 3.4 2/23/2023 4.1 4.250% Senior Notes Indenture, dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee. 8-K 4.1 11/26/2019 4.2 Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee. 10-K 4.2 2/22/2024 4.3 4.625% Senior Notes Indenture, dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee. 8-K 4.2 11/26/2019 4.4 Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee. 10-K 4.4 2/22/2024 4.5 3.750% Senior Notes Indenture, dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee. 8-K 4.2 11/26/2019 4.6 Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee. 10-K 4.8 2/22/2024 4.7 4.125% Senior Notes Indenture, dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee. 8-K 4.3 2/20/2020 4.8 Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee. 10-K 4.10 2/22/2024 4.9 Indenture, dated as of April 29, 2022, between VICI Properties L.P. and UMB Bank, National Association, as trustee. 8-K 4.1 4/29/2022 57 Table of Contents 4.10 First Supplemental Indenture, dated as of April 29, 2022, between VICI Properties L.P. and UMB Bank, National Association, as trustee. 8-K 4.2 4/29/2022 4.11 Second Supplemental Indenture, dated as of March 18, 2024, between VICI Properties L.P. and UMB Bank, National Association, as trustee. 8-K 4.2 3/18/2024 4.12 Third Supplemental Indenture, dated as of December 19, 2024, between VICI Properties L.P. and UMB Bank, National Association, as trustee. 8-K 4.2 12/19/2024 4.13 Form of Global Note representing the 4.375% Senior Notes due 2025 (included in Exhibit 4.10). 8-K 4.3 4/29/2022 4.14 Form of Global Note representing the 4.750% Senior Notes due 2028 (included in Exhibit 4.10). 8-K 4.4 4/29/2022 4.15 Form of Global Note representing the 4.950% Senior Notes due 2030 (included in Exhibit 4.10). 8-K 4.5 4/29/2022 4.16 Form of Global Note representing the 5.125% Senior Notes due 2032 (included in Exhibit 4.10). 8-K 4.6 4/29/2022 4.17 Form of Global Note representing the 5.625% Senior Notes due 2052 (included in Exhibit 4.10). 8-K 4.7 4/29/2022 4.18 Form of Global Note representing the 5.750% Senior Notes due 2034 (included in Exhibit 4.11) 8-K 4.3 3/18/2024 4.19 Form of Global Note representing the 6.125% Senior Notes due 2054 (included in Exhibit 4.11) 8-K 4.4 3/18/2024 4.20 Form of Global Note representing the 5.125% Senior Notes due 2031 (included in Exhibit 4.12) 8-K 4.3 12/19/2024 4.21 Indenture, dated as of April 29, 2022, relating to the 4.625% Senior Notes due 2025, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee. 8-K 4.9 4/29/2022 4.22 Indenture, dated as of April 29, 2022, relating to the 4.500% Senior Notes due 2026, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee. 8-K 4.10 4/29/2022 4.23 Indenture, dated as of April 29, 2022, relating to the 5.750% Senior Notes due 2027, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee. 8-K 4.11 4/29/2022 4.24 Indenture, dated as of April 29, 2022, relating to the 4.500% Senior Notes due 2028, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee. 8-K 4.12 4/29/2022 4.25 Indenture, dated as of April 29, 2022, relating to the 3.875% Senior Notes due 2029, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee. 8-K 4.13 4/29/2022 4.26 Form of Global Note representing the 4.625% Senior Notes due 2025 (included in Exhibit 4.21). 8-K 4.15 4/29/2022 4.27 Form of Global Note representing the 4.500% Senior Notes due 2026 (included in Exhibit 4.22). 8-K 4.16 4/29/2022 4.28 Form of Global Note representing the 5.750% Senior Notes due 2027 (included in Exhibit 4.23). 8-K 4.17 4/29/2022 4.29 Form of Global Note representing the 4.500% Senior Notes due 2028 (included in Exhibit 4.24). 8-K 4.18 4/29/2022 4.30 Form of Global Note representing the 3.875% Senior Notes due 2029 (included in Exhibit 4.25). 8-K 4.19 4/29/2022 4.31 Indenture, dated as of June 5, 2020, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors named therein, and U.S. Bank National Association as Trustee. 8-K 4.1 6/5/2020 58 Table of Contents 4.32 First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of June 5, 2020, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee. 8-K 4.5 9/27/2021 4.33 Indenture, dated as of August 12, 2016, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee. 8-K 4.1 8/12/2016 4.34 Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of August 12, 2016, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee. 8-K 4.2 9/27/2021 4.35 Indenture, dated as of January 25, 2019, among the MGM Growth Propertied Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee. 8-K 4.1 1/25/2019 4.36 Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of January 25, 2019, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee. 8-K 4.4 9/27/2021 4.37 Indenture, dated as of September 21, 2017, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee. 8-K 4.1 9/21/2017 4.38 Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of September 21, 2017, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee. 8-K 4.3 9/27/2021 4.39 Indenture, dated as of November 19, 2020, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors named therein, and U.S. Bank National Association as Trustee. 8-K 4.1 11/20/2020 4.40 First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of November 19, 2020, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee. 8-K 4.6 9/27/2021 4.41 Description of Securities X 10.1 Las Vegas Lease (Conformed through Second Amendment), dated as of July 20, 2020, by and among CPLV Property Owner LLC and Claudine Propco LLC as Landlord and, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas LLC as Tenant 8-K 10.1 7/21/2020 10.2 Third Amendment to Las Vegas Lease, dated as of September 30, 2020, by and among CPLV Property Owner LLC and Claudine Propco LLC as Landlord and, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas LLC 10-Q 10.15 10/28/2020 10.3 Fourth Amendment to Las Vegas Lease, dated as of November 18, 2020, by and among CPLV Property Owner LLC and Claudine Propco LLC as Landlord and, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas LLC 10-K 10.3 2/18/2021 10.4 Fifth Amendment to Las Vegas Lease, dated as of September 3, 2021, by and among CPLV Property Owner LLC and Claudine Propco LLC as Landlord and, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas LLC 10-Q 10.4 10/27/2021 59 Table of Contents 10.5 Sixth Amendment to Las Vegas Lease, dated as of November 1, 2021, by and among CPLV Property Owner LLC and Claudine Propco LLC as Landlord and, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas LLC 10-K 10.5 2/23/2022 10.6+ Regional Lease (Conformed through Fifth Amendment), dated as of July 20, 2020, by and among the entities listed on Schedules A and B thereto and CEOC, LLC 8-K 10.2 7/21/2020 10.7+ Sixth Amendment to Regional Lease, dated as of September 30, 2020, by and among the entities listed on Schedules A and B thereto 10-Q 10.13 10/28/2020 10.8 Seventh Amendment to Regional Lease, dated as of November 18, 2020, by and among the entities listed on Schedules A and B thereto 10-K 10.6 2/18/2021 10.9 Eighth Amendment to Regional Lease, dated as of September 3, 2021, by and among the entities listed on Schedules A and B thereto 10-Q 10.5 10/27/2021 10.10+ Ninth Amendment to Regional Lease, dated as of November 1, 2021, by and among the entities listed on Schedules A and B thereto 10-K 10.10 2/23/2022 10.11 Tenth Amendment to Regional Lease, dated as of December 30, 2021, by and among the entities listed on Schedules A and B thereto 10-K 10.11 2/23/2022 10.12 Eleventh Amendment to Regional Lease, dated as of August 25, 2022, by and among the entities listed on Schedules A and B thereto. 10-Q 10.1 10/27/2022 10.13 Twelfth Amendment to Regional Lease, dated as of April 7, 2023, by and among the entities listed on Schedules A and B thereto 10-Q 10.1 5/1/2023 10.14+ Lease (Joliet) (Conformed through Second Amendment), dated as of July 20, 2020, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership 8-K 10.3 7/21/2020 10.15 Third Amendment to Lease (Joliet), dated as of September 30, 2020, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership 10-Q 10.14 10/28/2020 10.16 Fourth Amendment to Lease (Joliet), dated as of November 18, 2020, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership 10-K 10.9 2/18/2021 10.17 Fifth Amendment to Lease (Joliet), dated as of September 3, 2021, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership 10-Q 10.6 10/27/2021 10.18 Sixth Amendment to Lease (Joliet), dated as of November 1, 2021, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership 10-K 10.16 2/23/2022 10.19 Amended and Restated Omnibus Amendment to Leases, dated October 27, 2020 10-Q 10.16 10/28/2020 10.20 Guaranty of Lease entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof), CPLV Property Owner LLC, and Claudine Propco LLC (Las Vegas Master Lease) 8-K 10.4 7/21/2020 10.21 Guaranty of Lease entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof) and the entities listed on Schedule A thereto (Regional Lease). 8-K 10.5 7/21/2020 60 Table of Contents 10.22 Guaranty of Lease entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof) and Harrah’s Joliet Landco LLC (Caesars Joliet Lease) 8-K 10.6 7/21/2020 10.23 Amended and Restated Master Lease, by and between MGP Lessor, LLC and MGM Lessee, LLC, dated as of April 29, 2022. 8-K 10.1 4/29/2022 10.24 First Amendment to Amended and Restated Master Lease, dated as of December 19, 2022, by and between MGP Lessor, LLC and MGM Lessee, LLC. 8-K 10.1 12/19/2022 10.25 Second Amendment to Amended and Restated Master Lease, dated as of February 15, 2023, by and between MGP Lessor, LLC and MGM Lessee, LLC. 10-K 10.24 2/23/2023 10.26 Amended and Restated Guaranty of Master Lease, by and between MGM Resorts International and MGP Lessor, LLC, dated as of April 29, 2022. 8-K 10.2 4/29/2022 10.27 Tax Protection Agreement, by and among VICI Properties Inc., VICI Properties OP LLC, MGM Resorts International and the other parties thereto, dated as of April 29, 2022. 8-K 10.3 4/29/2022 10.28 Lease, by and between Mandalay PropCo, LLC, MGM Grand PropCo, LLC and MGM Lessee II, LLC, dated as of February 14, 2020 10-K 10.31 2/23/2023 10.29 Guaranty of Lease Documents, by and between MGM Resorts International and Mandalay PropCo, LLC, MGM Grand PropCo, LLC, dated as of February 14, 2020 10-K 10.32 2/23/2023 10.30 Loan Agreement, by and among Mandalay PropCo, LLC, MGM Grand PropCo, LLC, Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Deutsche Bank AG. New York Branch, Société Générale Financial Corporation and Citi Real Estate Funding Inc., as administrative agent, dated as of February 14, 2020 10-K 10.33 2/23/2023 10.31 First Amendment to Loan Agreement, dated as of March 30, 2020, among Mandalay Bay PropCo, LLC and MGM Grand PropCo, LLC, collectively as Borrower, and Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Deutsche Bank AG, New York Branch, Société Générale Financial Corporation and Citi Real Estate Funding Inc., collectively, as Lender 10-K 10.34 2/23/2023 10.32 Second Amendment to Loan Agreement, dated as of May 1, 2020, among Mandalay PropCo, LLC and MGM Grand PropCo, LLC, collectively as Borrower, and Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Deutsche Bank AG, New York Branch, Société Générale Financial Corporation and Citi Real Estate Funding Inc., collectively, as Lender 10-K 10.35 2/23/2023 10.33 Third Amendment to Loan Agreement, dated as of July 15, 2020, among Mandalay PropCo, LLC and MGM Grand PropCo, LLC, collectively as Borrower, and Wilmington Trust, National Association, solely in its capacity as trustee for the benefit of the holders of BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA, as Lender 10-K 10.36 2/23/2023 10.34 Credit Agreement, dated as of February 8, 2022, among VICI Properties LP, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. 8-K 10.1 2/9/2022 10.35 First Amendment to Credit Agreement, dated as of July 15, 2022, to the Credit Agreement dated as of February 8, 2022, by and among VICI Properties L.P., as Borrower, the financial institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent. 10-Q 10.1 7/27/2022 61 Table of Contents 10.36 Second Amendment to Credit Agreement dated as of August 4, 2023, to the Credit Agreement dated as of February 8, 2022, by and among VICI Properties L.P., as Borrower, the financial institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent. 10-Q 10.1 10/25/2023 10.37 Third Amendment to Credit Agreement dated as of June 17, 2024, to the Credit Agreement dated as of February 8, 2022, by and among VICI Properties L.P., as Borrower, the financial institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent. 10-Q 10.1 7/31/2024 10.38 Credit Agreement, dated as of February 3, 2025, by and among VICI Properties L.P., as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, N.A., as Administrative Agent 8-K 10.1 2/4/2025 10.39 Second Amended and Restated Agreement of Limited Partnership of VICI Properties L.P. 8-K 10.5 4/29/2022 10.40 Amended and Restated Limited Liability Company Agreement of VICI Properties OP LLC. 8-K 10.4 4/29/2022 10.41 Form of Indemnification Agreement, between VICI Properties Inc. and its directors and officers. 10 10.20 9/28/2017 10.42† Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and John Payne. 8-K 10.1 9/26/2019 10.43† Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and Edward Pitoniak. 8-K 10.2 9/26/2019 10.44† Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and David Kieske. 8-K 10.3 9/26/2019 10.45† Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and Samantha Gallagher. 8-K 10.4 9/26/2019 10.46† VICI Properties Inc. 2017 Stock Incentive Plan. 8-K 10.28 10/11/2017 10.47† Amendment No. 1 to VICI Properties Inc. 2017 Stock Incentive Plan. 10-K 10.52 2/14/2019 10.48† Form of Restricted Stock Grant. 10-K 10.39 3/28/2018 10.49† Form of LTIP Time-Based Restricted Stock Grant Agreement. 10-K 10.47 2/22/2024 10.50† Form of LTIP Performance-Based Restricted Stock Unit Agreement. 10-K 10.48 2/22/2024 19.1 Inside Information and Securities Trading Policy and Procedures of VICI Properties Inc. X 21.1 Subsidiaries of VICI Properties Inc. X 21.2 Subsidiaries of VICI Properties L.P. X 23.1 Consent of Deloitte & Touche LLP for VICI Properties Inc. X 23.2 Consent of Deloitte & Touche LLP for VICI Properties L.P. X 24.1 Power of Attorney (included on signature page) X 31.1 VICI Properties Inc. Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 VICI Properties Inc. Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.3 VICI Properties L.P. Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 62 Table of Contents 31.4 VICI Properties L.P. Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 VICI Properties Inc. Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 32.2 VICI Properties Inc. Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 32.3 VICI Properties L.P. Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 32.4 VICI Properties L.P. Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 97.1 VICI Properties Inc. Incentive Compensation Clawback Policy 10-K 97.1 2/22/2024 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Furnished herewith † Management contracts and compensation plans and arrangements. + Portions of the exhibits have been redacted because (i) the registrant customarily and actually treats that information as private or confidential and (ii) the omitted information is not material. ITEM 16. Form 10-K Summary None. 63 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VICI PROPERTIES INC. February 20, 2025 By: /S/ EDWARD B. PITONIAK Edward B. Pitoniak Chief Executive Officer and Director VICI PROPERTIES L.P. February 20, 2025 By: /S/ EDWARD B. PITONIAK Edward B. Pitoniak Chief Executive Officer POWER OF ATTORNEY Each of the officers and directors of VICI Properties Inc. and the officers of VICI Properties L.P., whose signature appears below, in so signing, also makes, constitutes and appoints each of Edward B. Pitoniak, David A. Kieske and Gabriel F. Wasserman, and each of them, his or her true and lawful attorneys-in-fact, with full power and substitution, for him or her in any and all capacities, to execute and cause to be filed with the SEC any and all amendments to this Annual Report on Form 10-K, with exhibits thereto and all other documents connected therewith and to perform any acts necessary to be done in order to file such documents, and hereby ratifies and confirms all that said attorneys-in-fact or their substitute or substitutes may do or cause to done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /S/ EDWARD B. PITONIAK Chief Executive Officer and Director February 20, 2025 Edward B. Pitoniak (Principal Executive Officer of VICI Properties Inc. and VICI Properties L.P.) /S/ DAVID A. KIESKE Chief Financial Officer February 20, 2025 David A. Kieske (Principal Financial Officer of VICI Properties Inc. and VICI Properties L.P.) /S/ GABRIEL F. WASSERMAN Chief Accounting Officer February 20, 2025 Gabriel F. Wasserman (Principal Accounting Officer of VICI Properties Inc. and VICI Properties L.P.) /S/ JAMES R. ABRAHAMSON Chair of the Board of Directors February 20, 2025 James R. Abrahamson /S/ DIANA F. CANTOR Director February 20, 2025 Diana F. Cantor /S/ MONICA H. DOUGLAS Director February 20, 2025 Monica H. Douglas /S/ ELIZABETH I. HOLLAND Director February 20, 2025 Elizabeth I. Holland /S/ CRAIG MACNAB Director February 20, 2025 Craig Macnab /S/ MICHAEL D. RUMBOLZ Director February 20, 2025 Michael D. Rumbolz 64 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34) F - 2 Financial Statements of VICI Properties Inc. Consolidated Balance Sheets as of December 31, 2024 and 2023 F - 8 Year Ended December 31, 2024, 2023 and 2022 Consolidated Statements of Operations and Comprehensive Income F - 9 Consolidated Statements of Stockholders’ Equity F - 10 Consolidated Statements of Cash Flows F - 11 Financial Statements of VICI Properties L.P. Consolidated Balance Sheets as of December 31, 2024 and 2023 F - 13 Year Ended December 31, 2024, 2023 and 2022 Consolidated Statements of Operations and Comprehensive Income F - 14 Consolidated Statements of Partners' Capital F - 15 Consolidated Statements of Cash Flows F - 16 Notes to Consolidated Financial Statements F - 18 F - 1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of VICI Properties Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of VICI Properties Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Audit Committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for Credit Losses — Refer to Notes 2 and 5 to the financial statements Critical Audit Matter Description The Company applies Accounting Standard Codification Topic 326 - Financial Instruments-Credit Losses to measure and record current expected credit losses (“CECL”) using a discounted cash flow model for its sales-type leases and lease financing receivables. This model requires the Company to develop cash flows which are used to project estimated credit losses over the life of the sales-type lease and lease financing receivable, and discount these cash flows at the lease’s effective interest rate. Expected losses within the Company’s cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of its tenants and their parent guarantors over the life of each sales-type lease and lease financing receivable by using a model from an independent third-party provider. The PD and LGD are estimated during a reasonable and supportable period which is developed by using the current financial condition of the tenants and their parent guarantors and applying it to a projection of economic conditions over a two-year term. The PD and LGD are also estimated for a long-term period by using the average historical default rates and historical loss rates of public companies that have similar credit profiles or characteristics to the Company’s tenants and their parent guarantors. Significant inputs to the Company’s forecasting methods F - 2 Table of Contents include the tenants’ short-term and long-term PD and LGD based on the tenant’s and their parent guarantor’s credit profile related to sales-type leases and lease financing receivables. Given the significant amount of judgment required by management to estimate the short-term and long-term PD and LGD, performing audit procedures to evaluate the reasonableness of the estimated allowance for credit losses on sales-type leases and lease financing receivables required a high degree of auditor judgment and increased effort, including the need to involve our credit specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the allowance for credit losses for the Company’s sales-type leases and lease financing receivables included the following, among others: • We tested the effectiveness of controls over the allowance for credit losses, including management’s controls over the data used in the model. • With the assistance of our credit specialists, we evaluated the reasonableness of the model’s methodology, which includes PD and LGD assumptions. • We tested the inputs used to determine the short-term and long-term PD of the tenants and their parent guarantors by agreeing the respective credit rating and equity value of each entity to independent data. • We reconciled the cash flow inputs used in the CECL model by agreeing them to the respective contractual agreements. /s/ Deloitte & Touche LLP New York, New York February 20, 2025 We have served as the Company's auditor since 2016. F - 3 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of VICI Properties Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of VICI Properties Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 20, 2025, expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP New York, New York February 20, 2025 F - 4 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners of VICI Properties L.P. and the Board of Directors of VICI Properties Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of VICI Properties L.P. and subsidiaries (the "Partnership") as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, partners' capital, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2025, expressed an unqualified opinion on the Partnership's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Audit Committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for Credit Losses — Refer to Notes 2 and 5 to the financial statements Critical Audit Matter Description The Partnership applies Accounting Standard Codification Topic 326 - Financial Instruments-Credit Losses to measure and record current expected credit losses (“CECL”) using a discounted cash flow model for its sales-type leases and lease financing receivables. This model requires the Partnership to develop cash flows which are used to project estimated credit losses over the life of the sales-type lease and lease financing receivable, and discount these cash flows at the lease’s effective interest rate. Expected losses within the Partnership’s cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of its tenants and their parent guarantors over the life of each sales-type lease and lease financing receivable by using a model from an independent third-party provider. The PD and LGD are estimated during a reasonable and supportable period which is developed by using the current financial condition of the tenants and their parent guarantors and applying it to a projection of economic conditions over a two-year term. The PD and LGD are also estimated for a long-term period by using the average historical default rates and historical loss rates of public companies that have similar credit profiles or characteristics to the Partnership’s tenants and their parent guarantors. Significant inputs to the Partnership’s forecasting F - 5 Table of Contents methods include the tenants’ short-term and long-term PD and LGD based on the tenant’s and their parent guarantor’s credit profile related to sales-type leases and lease financing receivables. Given the significant amount of judgment required by management to estimate the short-term and long-term PD and LGD, performing audit procedures to evaluate the reasonableness of the estimated allowance for credit losses on sales-type leases and lease financing receivables required a high degree of auditor judgment and increased effort, including the need to involve our credit specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the allowance for credit losses for the Partnership’s sales-type leases and lease financing receivables included the following, among others: • We tested the effectiveness of controls over the allowance for credit losses, including management’s controls over the data used in the model. • With the assistance of our credit specialists, we evaluated the reasonableness of the model’s methodology, which includes PD and LGD assumptions. • We tested the inputs used to determine the short-term and long-term PD of the tenants and their parent guarantors by agreeing the respective credit rating and equity value of each entity to independent data. • We reconciled the cash flow inputs used in the CECL model by agreeing them to the respective contractual agreements. /s/ Deloitte & Touche LLP New York, New York February 20, 2025 We have served as the Partnership's auditor since 2022. F - 6 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners of VICI Properties L.P. and the Board of Directors of VICI Properties Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of VICI Properties L.P. and subsidiaries (the “Partnership”) as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Partnership and our report dated February 20, 2025, expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP New York, New York February 20, 2025 F - 7 Table of Contents VICI PROPERTIES INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) December 31, 2024 December 31, 2023 Assets Real estate portfolio: Investments in leases - sales-type, net $ 23,581,101 $ 23,015,931 Investments in leases - financing receivables, net 18,430,320 18,211,102 Investments in loans and securities, net 1,651,533 1,144,177 Land 150,727 150,727 Cash and cash equivalents 524,615 522,574 Other assets 1,030,644 1,015,330 Total assets $ 45,368,940 $ 44,059,841 Liabilities Debt, net $ 16,732,889 $ 16,724,125 Accrued expenses and deferred revenue 217,956 227,241 Dividends and distributions payable 461,954 437,599 Other liabilities 1,004,340 1,013,102 Total liabilities 18,417,139 18,402,067 Commitments and contingent liabilities (Note 10) Stockholders’ equity Common stock, $0.01 par value, 1,350,000,000 shares authorized and 1,056,366,685 and 1,042,702,763 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively 10,564 10,427 Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at December 31, 2024 and 2023 — — Additional paid-in capital 24,515,417 24,125,872 Accumulated other comprehensive income 144,574 153,870 Retained earnings 1,867,400 965,762 Total VICI stockholders’ equity 26,537,955 25,255,931 Non-controlling interests 413,846 401,843 Total stockholders’ equity 26,951,801 25,657,774 Total liabilities and stockholders’ equity $ 45,368,940 $ 44,059,841 _______________________________________________________ Note: As of December 31, 2024 and December 31, 2023, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub- leases) are net of $802.7 million, $737.1 million, $25.0 million and $20.6 million, respectively, and $701.1 million, $703.6 million, $29.8 million, and $18.7 million, respectively, of Allowance for credit losses. Refer to Note 5 - Allowance for Credit Losses for further details. See accompanying Notes to Consolidated Financial Statements. F - 8 Table of Contents VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In thousands, except share and per share data) Year Ended December 31, 2024 2023 2022 Revenues Income from sales-type leases $ 2,068,443 $ 1,980,178 $ 1,464,245 Income from lease financing receivables, loans and securities 1,662,889 1,519,516 1,041,229 Other income 77,422 73,326 59,629 Golf revenues 40,451 38,968 35,594 Total revenues 3,849,205 3,611,988 2,600,697 Operating expenses General and administrative 69,109 59,603 48,340 Depreciation 4,125 4,298 3,182 Other expenses 77,422 73,326 59,629 Golf expenses 26,895 27,089 22,602 Change in allowance for credit losses 126,720 102,824 834,494 Transaction and acquisition expenses 4,567 8,017 22,653 Total operating expenses 308,838 275,157 990,900 Income from unconsolidated affiliate — 1,280 59,769 Interest expense (826,097) (818,056) (539,953) Interest income 16,095 23,970 9,530 Other gains 581 4,456 — Income before income taxes 2,730,946 2,548,481 1,139,143 (Provision for) benefit from income taxes (9,704) 6,141 (2,876) Net income 2,721,242 2,554,622 1,136,267 Less: Net income attributable to non-controlling interests (42,432) (41,082) (18,632) Net income attributable to common stockholders $ 2,678,810 $ 2,513,540 $ 1,117,635 Net income per common share Basic $ 2.56 $ 2.48 $ 1.27 Diluted $ 2.56 $ 2.47 $ 1.27 Weighted average number of shares of common stock outstanding Basic 1,046,739,537 1,014,513,195 877,508,388 Diluted 1,047,675,111 1,015,776,697 879,675,845 Other comprehensive income Net income $ 2,721,242 $ 2,554,622 $ 1,136,267 Reclassification of derivative gain Interest expense (24,662) (24,148) (16,233) Unrealized gain (loss) on cash flow hedges 26,973 (9,655) 200,550 Foreign currency translation adjustments (11,762) 1,952 — Comprehensive income 2,711,791 2,522,771 1,320,584 Comprehensive income attributable to non-controlling interests (42,277) (40,714) (18,428) Comprehensive income attributable to common stockholders $ 2,669,514 $ 2,482,057 $ 1,302,156 See accompanying Notes to Consolidated Financial Statements. F - 9 Table of Contents VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except 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, 2021 $ 6,289 $ 11,755,069 $ 884 $ 346,026 $ 12,108,268 $ 78,906 $ 12,187,174 Net income — — — 1,117,635 1,117,635 18,632 1,136,267 Issuance of common stock, net 3,337 9,786,991 — — 9,790,328 — 9,790,328 Issuance of VICI OP Units — — — — — 374,769 374,769 Reallocation of equity — 93,338 (52) — 93,286 (93,286) — Dividends and distributions declared ($1.500 per common share) — — — (1,370,507) (1,370,507) (22,472) (1,392,979) Stock-based compensation, net of forfeitures 5 10,101 — — 10,106 131 10,237 Reclassification of derivative gain to Interest expense — — (16,029) — (16,029) (204) (16,233) Unrealized loss on cash flow hedges — — 200,550 — 200,550 — 200,550 Balance as of December 31, 2022 9,631 21,645,499 185,353 93,154 21,933,637 356,476 22,290,113 Net income — — — 2,513,540 2,513,540 41,082 2,554,622 Issuance of common stock, net 791 2,478,929 — — 2,479,720 — 2,479,720 Issuance of partnership units — — — — 24,390 24,390 Reallocation of equity — (8,993) — — (8,993) 8,993 — Dividends and distributions declared ($1.610 per common share) — — — (1,640,932) (1,640,932) (28,858) (1,669,790) Stock-based compensation, net of forfeitures 5 10,437 — — 10,442 128 10,570 Reclassification of derivative gain to Interest expense — — (23,860) — (23,860) (288) (24,148) Unrealized loss on cash flow hedges — — (9,551) — (9,551) (104) (9,655) Foreign currency translation adjustments — — 1,928 1,928 24 1,952 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 — — — 2,678,810 2,678,810 42,432 2,721,242 Issuance of common stock, net 132 378,554 — — 378,686 — 378,686 Reallocation of equity — (975) — — (975) 975 — Dividends and distributions declared ($1.695 per common share) — — — (1,777,172) (1,777,172) (31,447) (1,808,619) Stock-based compensation, net of forfeitures 5 11,966 — — 11,971 198 12,169 Reclassification of derivative gain to Interest expense — — (24,384) — (24,384) (278) (24,662) Unrealized gain on cash flow hedges — — 26,668 — 26,668 305 26,973 Foreign currency translation adjustments — — (11,580) — (11,580) (182) (11,762) Balance as of December 31, 2024 $ 10,564 $ 24,515,417 $ 144,574 $ 1,867,400 $ 26,537,955 $ 413,846 $ 26,951,801 See accompanying Notes to Consolidated Financial Statements. F - 10 Table of Contents VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities Net income $ 2,721,242 $ 2,554,622 $ 1,136,267 Adjustments to reconcile net income to cash flows provided by operating activities: Non-cash leasing and financing adjustments (537,708) (515,488) (337,631) Stock-based compensation 17,511 15,536 12,986 Depreciation 4,125 4,298 3,182 Other gains (581) (4,456) — Amortization of debt issuance costs and original issue discount 46,668 46,123 32,363 Change in allowance for credit losses 126,720 102,824 834,494 Deferred income taxes 5,439 (10,426) — Net proceeds from settlement of derivatives 9,602 — 201,434 Income from unconsolidated affiliate — (1,280) (59,769) Distributions from unconsolidated affiliate — 3,273 64,808 Non-cash transaction costs — — 8,816 Change in operating assets and liabilities: Other assets 3,428 5,124 (5,673) Accrued expenses and deferred revenue (13,443) (11,645) 52,261 Other liabilities (1,505) (7,496) (142) Net cash provided by operating activities 2,381,498 2,181,009 1,943,396 Cash flows from investing activities Investments in leases - sales-type (411,800) (241,139) (4,017,851) Investments in leases - financing receivables (248) (1,131,996) (296,668) Investments in loans and securities (579,057) (959,135) (193,733) Principal repayments of loans and receipts of deferred fees 80,750 482,006 5,696 Net cash paid in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition — (1,266,905) — Net cash paid in connection with MGM Growth Properties acquisition — — (4,574,536) Capitalized transaction costs (5,863) (1,468) (7,704) Investments in short-term investments (29,579) — (306,532) Maturities of short-term investments 29,579 217,342 89,190 Proceeds from sale of real estate 963 6,235 — Acquisition of property and equipment (7,526) (4,035) (1,876) Net cash used in investing activities (922,781) (2,899,095) (9,304,014) F - 11 Table of Contents VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 2022 Cash flows from financing activities Proceeds from offering of common stock, net 378,687 2,480,105 3,219,101 Proceeds from senior unsecured notes offerings 1,771,168 — 5,000,000 Proceeds from 2022 Revolving Credit Facility 82,200 419,148 600,000 Redemption of senior unsecured notes (1,800,000) — — Paydown of 2022 Revolving Credit Facility (94,306) (250,000) (600,000) Repurchase of stock for tax withholding (5,341) (4,966) (6,156) Debt issuance costs (5,303) (105) (146,189) Distributions to non-controlling interests (31,235) (28,552) (17,702) Dividends paid (1,752,991) (1,583,840) (1,219,117) Net cash (used in) provided by financing activities (1,457,121) 1,031,790 6,829,937 Effect of exchange rate changes on cash, cash equivalents and restricted cash 445 (63) — Net increase (decrease) in cash, cash equivalents and restricted cash 2,041 313,641 (530,681) Cash, cash equivalents and restricted cash, beginning of period 522,574 208,933 739,614 Cash, cash equivalents and restricted cash, end of period $ 524,615 $ 522,574 $ 208,933 Supplemental cash flow information: Cash paid for interest $ 781,401 $ 762,610 $ 466,806 Cash paid for income taxes 3,338 4,915 3,024 Supplemental non-cash investing and financing activity: Dividends and distributions declared, not paid $ 462,170 $ 439,486 $ 380,379 Issuance of stock-based compensation subject to repurchase for tax withholding 17,576 11,443 — Accrued capitalized transaction costs 1,600 2,311 2,526 Debt issuance costs payable 476 45 — Non-cash change in Investments in leases - financing receivables 283,406 276,929 189,123 Obtaining right-of-use assets in exchange for lease liabilities 15,523 82,099 541,676 See accompanying Notes to Consolidated Financial Statements. F - 12 Table of Contents VICI PROPERTIES L.P. CONSOLIDATED BALANCE SHEETS (In thousands, except unit and per unit data) December 31, 2024 December 31, 2023 Assets Real estate portfolio: Investments in leases - sales-type, net $ 23,581,101 $ 23,015,931 Investments in leases - financing receivables, net 18,430,320 18,211,102 Investments in loans, net 1,651,533 1,144,177 Land 150,727 150,727 Cash and cash equivalents 456,899 471,584 Other assets 1,015,180 936,528 Total assets $ 45,285,760 $ 43,930,049 Liabilities Debt, net $ 16,732,889 $ 16,724,125 Accrued expenses and deferred revenue 215,452 222,333 Distributions payable 461,954 437,599 Other liabilities 990,577 998,363 Total liabilities 18,400,872 18,382,420 Commitments and contingent liabilities (Note 10) Partners’ capital Partners’ capital, 1,068,598,058 and 1,054,934,136 operating partnership units issued and outstanding at December 31, 2024 and December 31, 2023, respectively 26,634,873 25,288,647 Accumulated other comprehensive income 143,899 153,350 Total VICI LP’s capital 26,778,772 25,441,997 Non-controlling interest 106,116 105,632 Total capital attributable to partners 26,884,888 25,547,629 Total liabilities and partners’ capital $ 45,285,760 $ 43,930,049 _______________________________________________________ Note: As of December 31, 2024 and December 31, 2023, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub- leases) are net of $802.7 million, $737.1 million, $25.0 million and $20.6 million, respectively, and $701.1 million, $703.6 million, $29.8 million, and $18.7 million, respectively, of Allowance for credit losses. Refer to Note 5 - Allowance for Credit Losses for further details. See accompanying Notes to Consolidated Financial Statements. F - 13 Table of Contents VICI PROPERTIES L.P. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In thousands, except unit and per unit data) Year Ended December 31, 2024 2023 2022 Revenues Income from sales-type leases $ 2,068,443 $ 1,980,178 $ 1,464,245 Income from lease financing receivables, loans and securities 1,662,889 1,519,516 1,041,229 Other income 77,422 73,326 59,629 Total revenues 3,808,754 3,573,020 2,565,103 Operating expenses General and administrative 63,909 59,570 48,332 Depreciation 699 558 121 Other expenses 77,422 73,326 59,629 Change in allowance for credit losses 126,720 102,824 834,494 Transaction and acquisition expenses 4,567 8,017 22,653 Total operating expenses 273,317 244,295 965,229 Income from unconsolidated affiliate — 1,280 59,769 Interest expense (826,097) (818,056) (539,953) Interest income 14,013 21,444 8,481 Other gains 581 4,456 — Income before income taxes 2,723,934 2,537,849 1,128,171 (Provision for) benefit from income taxes (8,479) 8,121 (573) Net income 2,715,455 2,545,970 1,127,598 Less: Net income attributable to non-controlling interests (11,200) (10,904) (9,127) Net income attributable to partners $ 2,704,255 $ 2,535,066 $ 1,118,471 Net income per Partnership unit Basic $ 2.55 $ 2.47 $ 1.26 Diluted $ 2.55 $ 2.47 $ 1.26 Weighted average number of Partnership units outstanding Basic 1,058,970,910 1,026,744,568 885,785,509 Diluted 1,059,906,484 1,028,008,070 887,952,966 Other comprehensive income Net income attributable to partners $ 2,704,255 $ 2,535,066 $ 1,118,471 Reclassification of derivative gain Interest expense (24,662) (24,148) (16,233) Unrealized gain (loss) on cash flow hedges 26,973 (9,655) 200,550 Foreign currency translation adjustments (11,762) 1,952 — Comprehensive income attributable to partners $ 2,694,804 $ 2,503,215 $ 1,302,788 See accompanying Notes to Consolidated Financial Statements. F - 14 Table of Contents VICI PROPERTIES L.P. CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL (In thousands) Partners’ Capital Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Total Balance as of December 31, 2021 $ 12,010,698 $ 884 $ 78,906 $ 12,090,488 Net income 1,118,471 — 9,127 1,127,598 Contributions from Parent 10,178,426 — — 10,178,426 Distributions to Parent (1,419,825) — — (1,419,825) Distributions to non-controlling interest — — (8,529) (8,529) Stock-based compensation, net of forfeitures 12,741 — — 12,741 Reclassification of derivative gain to Interest expense — (16,233) — (16,233) Unrealized gain on cash flow hedges — 200,550 — 200,550 Balance as of December 31, 2022 21,900,511 185,201 79,504 22,165,216 Net income 2,535,066 — 10,904 2,545,970 Contributions from Parent 2,516,109 — — 2,516,109 Distributions to Parent (1,673,609) — — (1,673,609) Issuance of partnership units — — 24,390 24,390 Distributions to non-controlling interest — — (9,166) (9,166) Stock-based compensation, net of forfeitures 10,570 — — 10,570 Reclassification of derivative gain to Interest expense — (24,148) — (24,148) Unrealized loss on cash flow hedges — (9,655) — (9,655) Foreign currency translation adjustments — 1,952 — 1,952 Balance as of December 31, 2023 25,288,647 153,350 105,632 25,547,629 Net income 2,704,255 — 11,200 2,715,455 Contributions from Parent 430,693 — — 430,693 Distributions to Parent (1,800,891) — — (1,800,891) Distributions to non-controlling interest — — (10,716) (10,716) Stock-based compensation, net of forfeitures 12,169 — — 12,169 Reclassification of derivative gain to Interest expense — (24,662) — (24,662) Unrealized gain on cash flow hedges — 26,973 — 26,973 Foreign currency translation adjustments — (11,762) — (11,762) Balance as of December 31, 2024 $ 26,634,873 $ 143,899 $ 106,116 $ 26,884,888 See accompanying Notes to Consolidated Financial Statements. F - 15 Table of Contents VICI PROPERTIES L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities Net income $ 2,715,455 $ 2,545,970 $ 1,127,598 Adjustments to reconcile net income to cash flows provided by operating activities: Non-cash leasing and financing adjustments (537,708) (515,488) (337,631) Stock-based compensation 17,511 15,536 12,683 Depreciation 699 558 121 Other gains (581) (4,456) — Amortization of debt issuance costs and original issue discount 46,668 46,123 32,363 Change in allowance for credit losses 126,720 102,824 834,494 Deferred income taxes 6,135 (10,569) — Net proceeds from settlement of derivatives 9,602 — 201,434 Income from unconsolidated affiliate — (1,280) (59,769) Distributions from unconsolidated affiliate — 3,273 64,808 Change in operating assets and liabilities: Other assets 3,736 5,469 (2,717) Accrued expenses and deferred revenue (14,023) (12,323) 46,837 Other liabilities (1,229) (7,274) (392) Net cash provided by operating activities 2,372,985 2,168,363 1,919,829 Cash flows from investing activities Investments in leases - sales-type (411,800) (241,139) (4,017,851) Investments in leases - financing receivables (248) (1,131,996) (296,668) Investments in loans and securities (579,057) (959,135) (193,733) Principal repayments of loans and receipts of deferred fees 80,750 482,006 5,696 Net cash paid in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition — (1,266,905) — Net cash paid in connection with MGM Growth Properties acquisition — — (4,574,536) Capitalized transaction costs (5,863) (1,468) (7,704) Investments in short-term investments (29,579) — (306,532) Maturities of short-term investments 29,579 217,342 89,190 Proceeds from sale of real estate 963 6,235 — Acquisition of property and equipment (4,530) (1,176) (65) Net cash used in investing activities (919,785) (2,896,236) (9,302,203) F - 16 Table of Contents VICI PROPERTIES L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 2022 Cash flows from financing activities Contributions from Parent 367,331 2,507,511 3,219,202 Distributions to Parent (1,773,366) (1,605,502) (1,238,920) Proceeds from senior unsecured notes offerings 1,771,168 — 5,000,000 Proceeds from 2022 Revolving Credit Facility 82,200 419,148 600,000 Redemption of senior unsecured notes (1,800,000) — — Paydown of 2022 Revolving Credit Facility (94,306) (250,000) (600,000) Repurchase of stock for tax withholding (5,341) (4,966) (6,156) Debt issuance costs (5,303) (105) (146,189) Distributions to non-controlling interest (10,713) (9,166) (8,529) Net cash (used in) provided by financing activities (1,468,330) 1,056,920 6,819,408 Effect of exchange rate changes on cash, cash equivalents and restricted cash 445 (63) — Net (decrease) increase in cash, cash equivalents and restricted cash (14,685) 328,984 (562,966) Cash, cash equivalents and restricted cash, beginning of period 471,584 142,600 705,566 Cash, cash equivalents and restricted cash, end of period $ 456,899 $ 471,584 $ 142,600 Supplemental cash flow information: Cash paid for interest $ 781,401 $ 762,610 $ 466,806 Cash paid for income taxes 1,312 1,598 1,377 Supplemental non-cash investing and financing activity: Distributions payable $ 462,170 $ 439,486 $ 380,581 Issuance of stock-based compensation, subject to repurchase for tax withholding 17,576 11,443 — Accrued capitalized transaction costs 1,600 2,311 2,526 Debt issuance costs payable 476 45 — Non-cash change in Investments in leases - financing receivables 283,406 276,929 189,123 Obtaining right-of-use assets in exchange for lease liabilities 15,523 82,099 541,676 Contributions receivable 63,216 — — See accompanying Notes to Consolidated Financial Statements. F - 17 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In this Annual Report on Form 10-K, the words the “Company,” “VICI,” “we,” “our,” and “us” refer to VICI Properties Inc. and its subsidiaries, including VICI Properties L.P. (“VICI LP”), on a consolidated basis, unless otherwise stated or the context requires otherwise. We refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Balance Sheets as our “Balance Sheets,” (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 We are a Maryland corporation that is 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 December 31, 2024, we own 93 experiential assets across a geographically diverse portfolio consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort Las Vegas (the “Venetian Resort”). 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, the parent company, is a Maryland corporation and internally managed real estate investment trust (“REIT”) for U.S. federal income tax purposes. Our real property business, which represents the substantial majority of our assets, is conducted through VICI Properties OP LLC (“VICI OP”) and indirectly through VICI LP and our golf course business, VICI Golf LLC (“VICI Golf”), is conducted through a direct wholly owned taxable REIT subsidiary (“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 substantially 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 accounting principles generally accepted in the United States of America (“GAAP”) as 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”). 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. Principles of Consolidation and Non-controlling Interest 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 December 31, 2024, VICI’s non-controlling interests were comprised of (i) approximately 1.1% third- party ownership of VICI OP in the form of a limited liability company interest in VICI OP (“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 “Caesars Joliet Lease”) and (iii) a F - 18 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) minority third-party 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 formerly known as Bowlero Corporation) and (b) is the lessor under the related Lucky Strike 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 and are considered to be one operating segment. Accordingly, all operations have been considered to represent one reportable segment. 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 December 31, 2024 and 2023, we did not have any restricted cash. Short-Term Investments Investments with an original maturity of greater than three months and less than one year from the date of purchase are considered short-term investments and are stated at fair value. We may invest our excess cash in short-term investment grade commercial paper as well as discount notes issued by government-sponsored enterprises including the Federal Home Loan Mortgage Corporation and certain of the Federal Home Loan Banks. These investments generally have original maturities between 91 and 180 days and are accounted for as available for sale securities. Interest on our short-term investments is recognized as interest income in our Statement of Operations. We did not have any short-term investments as of December 31, 2024 and 2023. 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 or (ii) the acquisition does not include a substantive process in the form of an acquired workforce or (iii) the acquisition does not include an acquired contract that cannot be replaced without significant cost, effort or delay. Generally, and to date, all of our acquisitions have been determined to be asset acquisitions and, in accordance with ASC 805-50, all applicable transaction costs are capitalized as part of the purchase price of the acquisition. We allocate the purchase price, including the costs incurred to acquire the assets, to the identifiable assets acquired and liabilities assumed, as applicable, using their relative fair value. Generally, the assets acquired are comprised of land, building and site improvements and in certain instances, such as our acquisition of MGM Growth Properties LLC (“MGP”) and the acquisition of the joint venture that holds the real estate assets of MGM Grand Las Vegas and Mandalay Bay (“MGM Grand/Mandalay Bay JV”), existing leases and/or debt. Further, since all the components of our leases are classified as sales-type leases or financing receivables, as further described below, the assets acquired are transferred into the net investment in lease or financing receivable, as applicable. Investments in Leases - Sales-type, Net We account for our investments in leases under ASC 842 “Leases” (“ASC 842”). Upon lease inception or lease modification, we assess lease classification to determine whether the lease should be classified as a direct financing, sales-type or operating lease. As required by ASC 842, we separately assess each lease component of the property, generally comprised of land and building, to determine the classification. If the lease component is determined to be a direct financing or sales-type lease, we record a net investment in the lease, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized upon execution of the lease or deferred and recognized over the life F - 19 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) of the lease, depending on the classification of the lease. Since we purchase properties and simultaneously enter into new leases directly with the tenants, the net investment in the lease is generally equal to the purchase price of the asset, and, due to the long-term nature of our leases, the land and building components of an investment generally have the same lease classification. Investments in Leases - Financing Receivables, Net In accordance with ASC 842, for transactions in which we enter into a contract to acquire an asset and lease it back to the seller under a lease classified as a sales-type lease (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred to us. As a result, we do not recognize the net investment in the lease but instead recognize a financial asset in accordance with ASC 310 “Receivables” (“ASC 310”); however, the accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales-type under ASC 842. Lease Term We assess the noncancelable lease term under ASC 842, which includes any reasonably certain renewal periods. All of our lease agreements provide for an initial term, with one or more tenant renewal options. In relation to our gaming assets and certain other irreplaceable real estate, we generally conclude that the lease term includes all of the periods covered by extension options as it is reasonably certain our tenants will renew the lease agreements. In these situations, we believe our tenants are economically compelled to renew the lease agreements due to the importance of our real estate to the operation of their business, the significant capital they have invested and are required to invest in our properties under the terms of the lease agreements and the lack of suitable replacement assets. Income from Leases and Lease Financing Receivables We recognize the related income from our sales-type leases and lease financing receivables on an effective interest basis at a constant rate of return over the terms of the applicable leases. As a result, the cash payments accounted for under sales-type leases and lease financing receivables will not equal income from our lease agreements. Rather, a portion of the cash rent we receive is recorded as Income from sales-type leases or Income from lease financing receivables, loans and securities, as applicable, in our Statement of Operations and a portion is recorded as a change to Investments in leases - sales-type, net or Investments in leases - financing receivables, net, as applicable. Initial direct costs incurred in connection with entering into investments classified as sales-type leases are included in the balance of the net investment in the 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 an adjustment to Income from investments in loans and lease financing receivables over the life of the lease using the effective interest method. Investments in Loans and Securities, net Investments in loans are held-for-investment and are carried at historical cost, inclusive of unamortized loan origination costs and fees and net of allowances for credit losses. Income is recognized on an effective interest basis at a constant rate of return over the life of the related loan. 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. F - 20 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Investments in Leases In relation to our lease portfolio, we have elected to use a discounted cash flow model to estimate the allowance for credit losses, or CECL allowance for our Investments in leases - sales-type and Investments in leases - financing receivables, which comprise the substantial majority of our CECL allowance. This model requires us to develop cash flows which project estimated credit losses over the life of the lease and discount these cash flows at the 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 asset. 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 fair value of collateral to generate net operating income and forecast the expected loss for each loan. Unfunded Commitments We are required to estimate a CECL allowance related to contractual commitments to extend credit, such as future funding commitments under a revolving credit facility, delayed draw term loan, construction loan or through commitments made to our tenants to fund the development and construction of improvements at our properties. We estimate the amount that we will fund for each contractual commitment based on (i) discussions with our borrowers and tenants, (ii) our borrowers’ and tenants’ business plans and financial condition and (iii) other relevant factors. Based on these considerations, we apply a CECL allowance to the estimated amount of credit we expect to extend. The CECL allowance for unfunded commitments is calculated using the same methodology as the allowance for the respective investments subject to the CECL model. The CECL allowance related to these future commitments is recorded as a component of Other liabilities on our Balance Sheets. Presentation The initial CECL allowance is recorded as a reduction to our net Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and securities and Sales-type sub-leases (included in Other assets) on our Balance Sheets. We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Statement of Operations for the relevant period. Finally, each time we make a new investment in an asset subject to ASC 326, we are required to record an initial CECL allowance for such asset, which results in a non-cash charge to the Statement of Operations for the relevant period. 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 years ended December 31, 2024, 2023 and 2022. Refer to Note 5 - Allowance for Credit Losses for further information. F - 21 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Investments in Land Our investments in land are held at historical cost and comprised of the following: • Las Vegas Land. We own certain underdeveloped or undeveloped land adjacent to the Las Vegas strip. • Vacant, Non-Operating Land. We own certain vacant, non-operating land parcels located outside of Las Vegas. • Eastside Property. In 2017, we sold 18.4 acres of property located in Las Vegas, Nevada, east of Harrah’s Las Vegas, known as the Eastside Property, to Caesars for a sales price of $73.6 million. It was determined that the transaction did not meet the requirements of a completed sale for accounting purposes due to a put-call option on the land parcels and the Caesars Forum Convention Center. On December 31, 2024, in connection with the expiration of the put option, we reassessed the accounting conclusion and determined that the transaction still does not meet the requirements for a completed sale. The amount of $73.6 million is presented as land with a corresponding amount of $73.6 million recorded in Other liabilities in our Balance Sheets. Property and Equipment Used in Operations Property and equipment used in operations is included within Other assets on our Balance Sheets and represents assets primarily related to VICI Golf, our golf operations. We assign lives to our assets based on our standard policy, which is established by management as representative of the useful life of each category of asset. Additions to property used in operations are stated at cost. We capitalize the costs of improvements that extend the life of the asset and expense maintenance and repair costs as incurred. Gains or losses on the dispositions of property and equipment are recognized in the period of disposal. Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows: Depreciable land improvements 2-50 years Building and improvements 5-25 years Furniture and equipment 2-10 years Impairment We assess our investments in land and property and equipment used in operations for impairment under ASC 360 “Property, Plant and Equipment” (“ASC 360”) on a quarterly basis or whenever certain events or changes in circumstances indicate a possible impairment of the carrying value of the asset. Events or circumstances that may occur include changes in management’s intended holding period or potential sale to a third party, significant changes in real estate market conditions or tenant financial difficulties resulting in non-payment of the lease. Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. With respect to estimated expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiable cash flows. Income from Unconsolidated Affiliate Income from unconsolidated affiliate represented our original 50.1% ownership interest in the joint venture that holds the real estate assets of MGM Grand/Mandalay Bay JV, which was acquired as part of our acquisition of MGP on April 29, 2022. On January 9, 2023, we acquired the remaining 49.9% interest from Blackstone Real Estate Income Trust, Inc. (“BREIT”) for cash consideration of approximately $1.3 billion and, accordingly, consolidated the operations of the MGM Grand/Mandalay Bay JV starting in the first quarter of 2023. Refer to Note 3 - Real Estate Transactions for further details. Foreign Currency Translation and Remeasurement Our investments in our Canadian gaming assets and certain of our loans are denominated in foreign currencies and, accordingly, we translate the financial statements of the subsidiaries that own such assets into U.S. Dollars (“USD” or “US$”) 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 Sheets and the resulting translation adjustments are included in Accumulated other comprehensive income F - 22 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) in the Balance Sheets. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate. Income Statement accounts are translated using the average exchange rate for the period. We and certain of our consolidated subsidiaries have intercompany and third-party debt that is denominated in foreign currencies, which is 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) gains, net in the Statement of Operations. Other Income and Other Expenses Other income primarily represents sub-lease income related to certain ground and use leases. Under our 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 expenses are recorded on a gross basis in our Statement of Operations as required under GAAP as we are the primary obligor under the 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 Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. We formally document our hedge relationships and designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its hedged transaction. On a quarterly basis, we also assess whether the derivative we designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged transactions. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the changes in fair value of the instrument are included in Net income prospectively. If the hedge relationship is terminated, then the value of the derivative previously recorded in Accumulated other comprehensive income (loss) is recognized in earnings when the hedged transactions affect earnings. Changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of Accumulated other comprehensive income (loss) in our Balance Sheets with a corresponding change in Unrealized gain (loss) in cash flows hedges within Other comprehensive income on our Statement of Operations. We use derivative instruments to mitigate the effects of interest rate volatility, whether from variable rate debt or future forecasted transactions, which could unfavorably impact our future earnings and forecasted cash flows. We do not use derivative instruments for speculative or trading purposes. Golf Revenues VICI Golf and Caesars are party to a golf course use agreement (the “Golf Course Use Agreement”), whereby certain subsidiaries of Caesars are granted certain priority rights and privileges with respect to access and use of certain golf course properties. For the year ended December 31, 2024, payments under the Golf Course Use Agreement were comprised of a $12.0 million annual membership fee, $3.8 million of use fees and approximately $1.5 million of minimum rounds fees. The annual membership fee, use fees and minimum rounds fees are subject to an annual escalator beginning at the times provided under the F - 23 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Golf Course Use Agreement. Revenue from the Golf Course Use Agreement is recognized in accordance with ASC 606, “Revenue From Contracts With Customers” and recognized ratably over the performance period. Additional revenues from golf course operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales tax. Golf memberships sold to individuals are not refundable and are deferred and recognized within golf revenue in the Statements of Operations over the expected life of an active membership, which is typically one year or less. Income Taxes-REIT Qualification We conduct our operations as a REIT for U.S. federal income tax purposes. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders, determined without regard to the dividends paid deduction and excluding any net capital gains. As a REIT, we generally will not be subject to federal income tax on income that we pay as distributions to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate income tax rates (including any alternative minimum tax or excise tax applicable to non-REIT corporations), and distributions paid to our stockholders would not be deductible by us in computing taxable income. Additionally, any resulting corporate liability created if we fail to qualify as a REIT could be substantial and could materially and adversely affect our net income and net cash available for distribution to stockholders. Unless we were entitled to relief under certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”), we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT. The operations of VICI Golf (represented by the four golf course businesses), which are held in a TRS and certain of our other subsidiaries that operate in various states and municipalities within North America and the United Kingdom, are subject to various local, state and/or federal income taxes. Accordingly, we provide for a provision for income taxes in relation to these jurisdictions, which includes current and deferred portions. We use the asset and liability method to provide for income taxes, which requires that our income tax expense reflects the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities for financial reporting versus income tax purposes. We recognize any interest and penalties, as incurred, in general and administrative expenses in our Statement of Operations. 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, many of which have begun incorporating 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. We have evaluated Pillar Two and we do not expect it to have a material impact on our Financial Statements based upon our current structure and investments. However, there remains some uncertainty as to the final Pillar Two model rules. We will continue to monitor the United States and global legislative actions related to Pillar Two for potential impacts. Debt Issuance Costs Debt issuance costs are deferred and amortized to interest expense over the contractual term of the underlying indebtedness. We present unamortized deferred financing costs as a direct deduction from the carrying amount of the associated debt liability. Transaction and Acquisition Expenses Transaction and acquisition-related expenses that are not capitalizable under GAAP, including most leasing costs under ASC 842, are expensed in the period they occur. Transaction and acquisition expenses also include dead deal costs. Stock-Based Compensation We account for stock-based compensation under ASC 718, Compensation - Stock Compensation (“ASC 718”), which requires us to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. For non-vested share awards that vest over a predetermined time period, we use the 10-day volume weighted average price using the 10 F - 24 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) trading days ending on the grant date. For non-vested share awards that vest based on market conditions, we use a Monte Carlo simulation (risk-neutral approach) to determine the value of each tranche. The unrecognized compensation relating to awards under our stock incentive plan will be amortized to general and administrative expense over the awards’ remaining vesting periods. Vesting periods for awards of equity instruments range from zero to three years. See Note 13—Stock-Based Compensation for further information related to the stock-based compensation. Earnings Per Share and Earnings Per Unit Earnings per share (“EPS”) or Earnings per unit (“EPU”) is calculated in accordance with ASC 260, “Earnings Per Share”. Basic EPS or EPU is computed by dividing net income applicable to common stockholders or unit holders, as the case may be, by the weighted-average number of shares of common stock or units, as the case may be, outstanding during the period. Diluted EPS or EPU reflects the additional dilution for all potentially dilutive securities including those from our stock incentive plan. See Note 12—Earnings Per Share and Earnings Per Unit for the detailed EPS and EPU calculations. Underwriting Commissions and Offering Costs Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred. Concentrations of Credit Risk Caesars and MGM Resorts International (together with, as the context requires, its subsidiaries, “MGM”) are the guarantors of all the lease payment obligations of the tenants under the applicable leases of the properties that they each respectively lease from us. Revenue from our lease agreements with MGM represented 38%, 39% and 34% of our lease revenues for the years ended December 31, 2024, 2023 and 2022, respectively. Contractual rent from our lease agreements with MGM represented 36%, 37% and 32% of our total contractual rent for the years ended December 31, 2024, 2023 and 2022, respectively. Revenue from our lease agreements with Caesars represented 36%, 37%, and 46% of our lease revenues for the years ended December 31, 2024, 2023 and 2022, respectively. Contractual rent from our lease agreements with Caesars represented 37%, 39% and 48% of our total contractual rent for years ended December 31, 2024, 2023 and 2022, respectively. Additionally, our properties on the Las Vegas Strip generated approximately 48%, 49% and 45% of our lease revenues for the years ended December 31, 2024, 2023 and 2022, respectively. Except as described above, we do not believe there are any other significant concentrations of credit risk. Caesars and MGM are publicly traded companies that are subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and are required to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the SEC. Caesars’ and MGM’s SEC filings are available to the public from the SEC’s web site at www.sec.gov. We make no representation as to the accuracy or completeness of the information regarding Caesars and MGM that is available through the SEC’s website or otherwise made available by Caesars, MGM or any third party, and none of such information is incorporated by reference in this Annual Report on Form 10-K. Recent Account Pronouncements Accounting Pronouncements Recently Adopted In November 2023, FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides for additional disclosures as they relate to a company’s segments. Additional requirements per the update include disclosures for significant segment expenses, measures of profit or loss used by the Chief Operating Decision Maker and how these measures are used to allocate resources and assess segment performance. The amendments in this ASU also apply to entities with a single reportable segment and are effective for all public entities for fiscal years beginning after December 15, 2023. We adopted the guidance on December 31, 2024, and as a result of the adoption of ASU 2023-07 Segment Reporting, we added disclosure in Note 15- Segment Information addressing and discussing the additional requirements above. F - 25 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of ASU 2023-09 on our Financial Statements. In March 2024, the SEC issued its final climate disclosure rules, which require the disclosure of material climate-related information in annual reports and registration statements, including disclosure of effects of severe weather events and other natural conditions. In April 2024, the SEC voluntarily stayed the effectiveness of the new rules pending related litigation. If the stay is lifted and the effective times are unchanged, certain of the disclosure requirements will begin to apply to our fiscal year beginning January 1, 2025. We are currently evaluating the impact of the final rules on our Financial Statements. Note 3 — Real Estate Transactions 2024 Transactions Our significant activities in 2024, in reverse chronological order, are as follows: Property Acquisitions and Investments Venetian Capital Investment On May 1, 2024, we entered into agreements to fund up to $700.0 million of capital investment into the Venetian Resort for extensive reinvestment projects through our Partner Property Growth Fund strategy (the “Venetian Capital Investment”). The Venetian Capital Investment will fund several projects, including hotel room product renovations, gaming floor optimization and entertainment and convention center enhancements, among others, seeking to improve the overall guest experience and enhance the value of the property. The invested capital will earn a return through the addition of incremental rent to the lease agreement for the Venetian Resort (as amended in connection with the Venetian Capital Investment, the “Venetian Lease”). The up to $700.0 million of funding through the Venetian Capital Investment is comprised of $400.0 million that has already been funded and an incremental $300.0 million that the Venetian Resort will have the option, but not the obligation, to draw in whole or in part until November 1, 2026. The initial $400.0 million investment was funded based on a fixed schedule: $100.0 million was funded in the second quarter of 2024, $150.0 million was funded in the third quarter of 2024 and $150.0 million was funded in the fourth quarter of 2024. The previous Property Growth Fund agreement entered into with the tenant in connection with the Venetian Resort acquisition in 2021 providing for up to $1.0 billion of future development and construction project funding was terminated on May 1, 2024 concurrently with the entry into the agreement to fund the Venetian Capital Investment. In connection with the Venetian Capital Investment, annual rent under the Venetian Lease increased commencing on the first day of the quarter immediately following each capital funding at a 7.25% yield (the “Incremental Venetian Rent”). In addition to any increase pursuant to the Incremental Venetian Rent, annual rent under the Venetian Lease will begin escalating annually at 2.0% on March 1, 2029 and, commencing on March 1, 2031, will begin escalating on the same terms as the rest of the rent payable under the Venetian Lease with annual escalation equal to the greater of 2.0% or CPI, capped at 3.0%. The aggregate annual rent under the Venetian Lease increased by $29.0 million as a result of the $400.0 million of funding in 2024 under the Venetian Capital Investment. We determined that the amendment to the Venetian Lease in connection with the Venetian Capital Investment represented a lease modification under ASC 842 pursuant to which we were required to reassess the lease classification. Upon reassessment, we determined that the Venetian Lease continues to meet the definition of a sales-type lease. Accordingly, since the classification remains unchanged, we modified the future minimum lease cash flows to reflect the amendment and prospectively adjusted the discount rate used to recognize income, incorporating the impact of the additional funding and related incremental rent in connection with the Venetian Capital Investment. F - 26 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Leasing Activity Indigenous Gaming Partners - PURE Lease Assignment On December 10, 2024, we entered into an amendment and consented to the assignment of the master lease agreement for the PURE Canadian Portfolio (consisting of PURE Casino Calgary, PURE Casino Edmonton, PURE Casino Lethbridge and PURE Casino Yellowhead) (the “PURE Master Lease”) to an affiliate of Indigenous Gaming Partners Inc. (“IGP”), in connection with the acquisition of the operating assets of PURE Canadian Gaming Corp. by a subsidiary of IGP. The economic terms of the PURE Master Lease remain unchanged. In connection with the assignment of the PURE Master Lease, we received a 5-year ROFO on future sale-leaseback transactions with IGP. Any additional properties acquired pursuant to the ROFO will be added to the PURE Master Lease. Real Estate Debt Originations The following table summarizes our 2024 real estate debt origination activity: (In thousands) Investment Name Maximum Principal Amount Investment Type Collateral Great Wolf Mezzanine Loan $ 250,000 Mezzanine Portfolio of nine Great Wolf Lodge resorts across the United States Chelsea Piers One Madison Loan 10,000 Senior Secured Loan Certain equipment of the fitness club at the One Madison building in New York, NY Homefield Margaritaville Loan 105,000 Senior Secured Loan Margaritaville Resort in Kansas City, Kansas, under development Total $ 365,000 ____________________ (1) In connection with the Great Wolf Mezzanine Loan, the $79.5 million mezzanine loan for Great Wolf Lodge Maryland was repaid in full. (2) Simultaneous with entering into the loan agreement, we entered into a call right agreement that provides us with a call option on (i) the Margaritaville Resort, (ii) the new Homefield Kansas City youth sports training facility, (iii) the new Homefield baseball center, and (iv) the existing Homefield youth sports complex in Olathe, Kansas. We also received a right of first refusal to acquire the real estate of any future Homefield property, should Homefield elect to monetize such assets in a sale-leaseback transaction. If the call option is exercised, all of the properties, including the Margaritaville Resort, will be subject to a single long-term triple-net master lease with us. One Beverly Hills Mezzanine Loan Subsequent to year end, on February 19, 2025, we purchased a $300.0 million interest in an existing mezzanine loan related to the development of One Beverly Hills, a landmark 17.5-acre luxury mixed-use development. One Beverly Hills is being developed by Cain International and will be anchored by Aman Beverly Hills and will also include a full-scale refurbishment of The Beverly Hilton, Aman-branded hospitality and residential offerings, and 10 acres of botanical gardens and open space. The development project has already commenced construction and is expected to be completed late 2027. The mezzanine loan has an initial maturity in March 2026 and has one 12-month extension option subject to certain conditions. We funded the investment with a combination of cash on hand and drawing down funds under our existing Revolving Credit Facility (as defined in Note 7 - Debt). (1) (2) F - 27 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Significant 2023 Transactions Property Acquisitions The following table summarizes our acquisition and leasing activity (each as defined in the column titled “Transaction”) for the year ended December 31, 2023: ($ in millions) Transaction Date Guarantor Lease Agreement Purchase Price Initial Annual Rent Number of Properties Chelsea Piers Sale-Leaseback Transaction December 18, 2023 Chelsea Piers Chelsea Piers Lease $ 342.9 $ 24.0 1 Lucky Strike Sale-Leaseback Transaction October 19, 2023 Lucky Strike Lucky Strike Master Lease 432.9 31.6 38 Century Canadian Portfolio Sale- Leaseback Transaction September 6, 2023 Century Century Master Lease 162.5 12.7 4 Rocky Gap Casino Acquisition July 5, 2023 Century Century Master Lease 203.9 15.5 1 Gold Strike Severance Lease February 15, 2023 CNB CNE Gold Strike Lease — 40.0 1 MGM Grand/Mandalay Bay JV Interest Acquisition January 9, 2023 MGM MGM Grand/Mandalay Bay Lease 2,758.9 151.6 2 PURE Canadian Gaming Sale- Leaseback Transaction January 6, 2023 PURE Canadian Gaming PURE Master Lease 200.8 16.1 4 Total $ 4,101.9 $ 291.5 ____________________ (1) Investment represents acquisition of the existing leasehold interest associated with Chelsea Piers from Chelsea Piers L.P. in a sale-leaseback transaction. The $71.5 million outstanding Chelsea Piers loan was repaid in full and terminated in connection with the closing of the acquisition. (2) We determined that the transaction should be accounted for as an asset acquisition under ASC 805-50 and further, that the respective lease meets the definition of a sales-type lease. (3) Since we purchased and leased the asset back to the seller under a sale leaseback transaction, control is not considered to have transferred to us under GAAP. Accordingly, the transaction is accounted for as Investments in leases – financing receivables on our Balance Sheets. (4) We determined that the acquired components of the respective master lease meet the definition of a separate contract under ASC 842. In accordance with this guidance, we are required to separately assess the lease classification apart from the other assets in the respective master lease. (5) Amount represents USD equivalent to C$221.7 million investment based on the exchange rate at the time of closing. (6) Amount represents USD equivalent to C$17.3 million rent based on the exchange rate at the time of closing. (7) Simultaneous with the entrance into the CNE Gold Strike Lease, we entered into an amendment to the MGM Master Lease in order to account for MGM’s divestiture of the operations of Gold Strike and to reduce the annual base rent by $40.0 million. (8) Amount includes the assumption of BREIT’s $1,497.0 million pro rata share of an aggregate $3.0 billion of property-level debt, which matures in 2032 and bears interest at a fixed rate of 3.558% per annum through March 2030. (9) Amount represents our pro-rata share of the MGM Grand/Mandalay Bay Lease which had total annual rent of $303.8 million upon closing. (10) On December 10, 2024, we consented to the assignment of the PURE Master Lease to an affiliate of IGP, in connection with the acquisition of the operating assets of PURE Canadian Gaming Corp. by a subsidiary of IGP. (11) Amount represents USD equivalent to C$271.9 million investment based on the exchange rate at the time of closing. (12) Amount represents USD equivalent to C$21.8 million rent based on the exchange rate at the time of closing. (1) (2) (3) (2) (3) (2) (3) (4) (5) (6) (2) (4) (7) (2) (8) (9) (2) (3) (10) (11) (12) F - 28 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) MGM Grand/Mandalay Bay JV Interest Acquisition On January 9, 2023, we closed on the previously announced acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV from BREIT for cash consideration of $1,261.9 million (the “MGM Grand/Mandalay Bay JV Interest Acquisition”). We also assumed BREIT’s $1,497.0 million pro rata share of an aggregate $3.0 billion of property-level debt, which matures in 2032 and bears interest at a fixed rate of 3.558% per annum through March 2030. The cash consideration was funded through a combination of cash on hand and proceeds from the settlement of certain forward sale agreements. The lease agreement for MGM Grand Las Vegas and Mandalay Bay (“MGM Grand/Mandalay Bay Lease”) had an annual rent of $309.9 million at the time of closing, all of which we are entitled to following the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition. The MGM Grand/Mandalay Bay Lease has a remaining initial lease term of approximately 27 years (expiring in 2050) at the time of closing, with two ten-year tenant renewal options. Rent under the MGM Grand/Mandalay Bay Lease escalates annually at 2.0% through 2035 (year 15 of the initial lease term) and thereafter at the greater of 2.0% or the Consumer Price Index (“CPI”) (subject to a 3.0% ceiling). As of December 31, 2022, the MGM Grand/Mandalay Bay JV was accounted for as an equity method investment under the voting interest model within Investment in unconsolidated affiliate on our Balance Sheets. Simultaneously with closing of the MGM Grand/Mandalay Bay JV Interest Acquisition, as a result of acquiring full ownership, we consolidated the joint venture and determined that the consolidation should be accounted for as an asset acquisition under ASC 805-50. In application of the asset acquisition guidance, we retained the prior cost basis of our 50.1% interest, which we previously acquired in connection with the MGP Transactions (as defined below), and combined such basis to the purchase price of the MGM Grand/Mandalay Bay JV Interest Acquisition. The following is a summary of our net assets acquired upon consolidation of the MGM Grand/Mandalay Bay JV: (In thousands) Amount Carrying value of prior 50.1% interest acquired in connection with the MGP Transactions $ 1,458,782 Consideration paid for MGM Grand/Mandalay Bay JV Interest Acquisition 1,261,882 Transaction costs 14,630 Total net assets acquired $ 2,735,294 Under ASC 805-50, we allocated the net assets acquired by major categories of assets acquired and liabilities assumed using relative fair value. The following is a summary of the allocated relative fair values of the assets acquired and liabilities assumed in the consolidation of the MGM Grand/Mandalay Bay JV: (In thousands) Amount Investments in leases – sales-type $ 5,494,351 Cash and cash equivalents 9,607 Debt, net (2,747,877) Accrued expenses and deferred revenue (20,787) Total net assets acquired $ 2,735,294 ____________________ (1) Amount represents their current carrying value, which is equal to fair value (2) Amount represents the fair value of the $3.0 billion principal amount of CMBS debt as of January 9, 2023, which was estimated as a $252.1 million discount to principal value. The fair value of the debt was estimated by modeling the contractual cash flows and discounting them back to the present value using an estimated market yield. Additionally, we considered current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The inputs used in determining the fair value measurement are considered Level 3 of the fair value hierarchy. Concurrently with the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition and consolidation of the MGM Grand/Mandalay Bay Lease, we assessed the lease classification of the MGM Grand/Mandalay Bay Lease and determined that it met the definition of a sales-type lease. Accordingly, the relative fair value of the MGM Grand/Mandalay Bay Lease of $5.5 billion was recorded as an Investment in leases – sales-type on our Balance Sheets, net of an initial allowance for estimated credit losses in the amount of $210.0 million. (1) (2) (1) F - 29 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Real Estate Debt Investments The following table summarizes our 2023 real estate debt investment activity: ($ in thousands) Investment Name Maximum Investment Amount Investment Type Collateral Kalahari Virginia Loan $ 212,200 Mezzanine Loan Indoor waterpark resort in Thornburg, VA under development Canyon Ranch Preferred Equity Investment 150,000 Preferred Equity Investment Equity interests in controlling entity of Canyon Ranch Canyon Ranch Lenox and Tucson Loan 140,135 Senior Secured Loan Canyon Ranch Tucson and Canyon Ranch Lenox Cabot Saint Lucia Loan 100,000 Senior Secured Loan Luxury golf resort in Saint Lucia, Virgin Islands Hard Rock Ottawa Notes 85,000 Senior Secured Note Hard Rock Ottawa Hotel & Casino Cabot Highlands Loan 10,938 Senior Secured Loan Luxury golf resort in the Scottish Highlands Total $ 698,273 ____________________ (1) Amount represents USD equivalent to £9.0 million based on the exchange rate at the time of closing. Note 4 — Real Estate Portfolio As of December 31, 2024, our real estate portfolio consisted of the following: • Investments in leases - sales-type, representing our investment in 26 casino assets leased on a triple-net basis to our tenants under ten separate lease agreements; • Investments in leases - financing receivables, representing our investment in 28 casino assets and 39 other experiential properties leased on a triple-net basis to our tenants under ten separate lease agreements; • Investments in loans and securities, representing our 16 debt investments in senior secured and mezzanine loans, preferred equity and 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 December 31, 2024 and 2023: (In thousands) December 31, 2024 December 31, 2023 Investments in leases - sales-type, net $ 23,581,101 $ 23,015,931 Investments in leases - financing receivables, net 18,430,320 18,211,102 Total investments in leases, net 42,011,421 41,227,033 Investments in loans and securities, net 1,651,533 1,144,177 Land 150,727 150,727 Total real estate portfolio $ 43,813,681 $ 42,521,937 ____________________ (1) At lease inception (or upon modification), we determine the estimated residual values of the leased property (not guaranteed) under the respective lease agreements, which has a material impact on the determination of the rate implicit in the lease and the lease classification. As of December 31, 2024 and 2023, the estimated residual values of the leased properties under our lease agreements were $16.4 billion and $15.9 billion, respectively. (1) (1) (1) F - 30 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Investments in Leases The following table details the components of our income from sales-type leases and lease financing receivables: Year Ended December 31, (In thousands) 2024 2023 2022 Income from sales-type leases - fixed rent $ 1,965,965 $ 1,892,534 $ 1,436,945 Income from sales-type leases - contingent rent 102,478 87,644 27,300 Income from lease financing receivables - fixed rent 1,516,484 1,430,246 995,383 Income from lease financing receivables - contingent rent 11,957 10,509 1,673 Total lease revenue 3,596,884 3,420,933 2,461,301 Non-cash adjustment (537,927) (515,556) (337,631) Total contractual lease revenue $ 3,058,957 $ 2,905,377 $ 2,123,670 ____________________ (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. At December 31, 2024, minimum lease payments owed to us for each of the five succeeding years and thereafter under sales-type leases and our leases accounted for as financing receivables, are as follows: Minimum Lease Payments Investments in Leases (In thousands) Sales-Type Financing Receivables Total 2025 $ 1,767,792 $ 1,253,993 $ 3,021,785 2026 1,794,488 1,277,247 3,071,735 2027 1,821,969 1,301,068 3,123,037 2028 1,850,663 1,325,605 3,176,268 2029 1,880,313 1,350,622 3,230,935 Thereafter 79,935,052 88,397,312 168,332,364 Total $ 89,050,277 $ 94,905,847 $ 183,956,124 Weighted Average Lease Term 37.6 years 47.8 years 42.1 years ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under our lease agreements. (2) The minimum lease payments and weighted average remaining lease term includes the non-cancelable lease term and any tenant renewal options that we determined were reasonably assured, consistent with our conclusions under ASC 842 and ASC 310. Lease Provisions As of December 31, 2024 we owned 93 assets leased under 18 separate lease agreements with our tenants, certain of which are master lease agreements governing multiple properties and certain of which are for single assets. Our lease agreements are generally long-term in nature with initial terms ranging from 15 to 32 years and are structured with several tenant renewal options extending the term of the lease for another 5 to 30 years. All of our lease agreements provide for annual base rent escalations, which may be fixed or variable over the life of the lease. The rent escalation provisions range from providing for a flat annual increase of 1% to 2% to an annual increase of 1% in the earlier years and the greater of 2% or CPI in the 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. (1) (1) (2) (1) (2) (2) F - 31 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 Caesars 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, 10-year terms Four, 5-year terms Four, 5-year terms Two, 10-year terms Current lease year 5/1/24-4/30/25 (Lease Year 3) 11/1/24 - 10/31/25 (Lease Year 8) 11/1/24 - 10/31/25 (Lease Year 8) 3/1/24 – 2/28/25 (Lease Year 5) Current annual rent $759,492 $725,489 $495,418 $316,070 Annual escalator Lease years 2-10 - 2% Lease years 11-end of term - >2% / change in CPI (capped at 3%) Lease years 2-5 - 1.5% Lease years 6-end of term - >2.0% / change in CPI > 2% / change in CPI Lease years 2-15 - 2% Lease years 16-end of term - >2% / change in CPI (capped at 3%) Variable rent adjustment None Year 8: 70% base rent / 30% variable rent Years 11 & 16: 80% base rent / 20% variable rent Years 8, 11 & 16: 80% base rent / 20% variable rent None Variable rent adjustment calculation None 4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 Year 11: Avg. of years 8-10 less avg. of years 5-7 Year 16: Avg. of years 13-15 less avg. of years 8-10 4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 Year 11: Avg. of years 8-10 less avg. of years 5-7 Year 16: Avg. of years 13-15 less avg. of years 8-10 None ____________________ (1) Current annual rent with respect to the Caesars 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 Caesars 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 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 gaming tenants under their respective lease agreements: Provision Caesars Regional Master Lease and Caesars Joliet Lease Caesars Las Vegas Master Lease MGM Grand/Mandalay Bay Lease Venetian Lease All Other Gaming Leases Yearly minimum expenditure 1% of net revenues 1% of net revenues 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 $84 million 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 their respective lease agreements. (2) The leases with Caesars require a $107.5 million floor on annual capital expenditures for Caesars Palace Las Vegas, 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. (1) (2) (3) (1) (2) (2) (3) F - 32 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Additionally, the tenants under the Caesars Regional Master Lease and Caesars Joliet Lease are required to expend a minimum of $531.9 million on capital expenditures (including gaming equipment) across certain of its affiliates and other assets, together with the $380.3 million requirement. Investments in Loans and Securities The following is a summary of our investments in loans and securities as of December 31, 2024 and 2023: ($ In thousands) December 31, 2024 Investment Principal Balance Carrying Value Future Funding Commitments Weighted Average Interest Rate Weighted Average Term Senior Secured Notes $ 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 ($ In thousands) December 31, 2023 Investment Principal Balance Carrying Value Future Funding Commitments Weighted Average Interest Rate Weighted Average Term Senior Secured Notes $ 85,000 $ 73,818 $ — 11.0 % 7.3 years Senior Secured Loans 392,250 386,274 476,395 7.3 % 5.4 years Mezzanine Loans and Preferred Equity 698,861 684,085 278,848 9.8 % 4.6 years Total $ 1,176,111 $ 1,144,177 $ 755,243 9.0 % 5.1 years ____________________ (1) Carrying value includes unamortized loan origination costs and are net of allowance for credit losses. (2) Our future funding commitments are subject to our borrowers' compliance with the financial covenants and other applicable provisions of each respective loan agreement. (3) The weighted average interest rate is based on current outstanding principal balance and SOFR, as applicable for floating rate loans, as of December 31, 2024 and 2023. (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 years ended December 31, 2024, 2023 and 2022: Year Ended December 31, (In thousands) 2024 2023 2022 Beginning Balance January 1, $ 1,144,177 $ 685,793 $ 498,002 Principal fundings 578,558 959,020 193,607 Repayments (79,500) (479,609) — Change in CECL Allowance 4,770 (22,907) (6,092) Other 3,528 1,880 276 Ending Balance December 31, $ 1,651,533 $ 1,144,177 $ 685,793 (1) (2) (3) (4) (5) (1) (2) (3) (4) (5) F - 33 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 5 — Allowance for Credit Losses Under ASC 326, we are required to estimate and record non-cash credit losses related to our historical and any future investments in sales-type leases, lease financing receivables, loans and securities classified as held-to-maturity. The following tables detail the allowance for credit losses as of December 31, 2024 and December 31, 2023: December 31, 2024 ($ In thousands) Amortized Cost Allowance 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 % December 31, 2023 ($ In thousands) Amortized Cost Allowance Net Investment Allowance as a % of Amortized Cost Investments in leases - sales-type $ 23,717,060 $ (701,129) $ 23,015,931 2.96 % Investments in leases - financing receivables 18,914,734 (703,632) 18,211,102 3.72 % Investments in loans and securities 1,173,949 (29,772) 1,144,177 2.54 % Other assets - sales-type sub-leases 866,052 (18,722) 847,330 2.16 % Totals $ 44,671,795 $ (1,453,255) $ 43,218,540 3.25 % ____________________ (1) The total allowance excludes the CECL allowance for unfunded commitments of our loans and for unfunded commitments made to our tenants to fund the development and construction of improvements at our properties. As of December 31, 2024 and December 31, 2023, such allowance is $9.5 million and $19.1 million, respectively, and is recorded in Other liabilities. The following chart reflects the roll-forward of the allowance for credit losses on our real estate portfolio for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, (In thousands) 2024 2023 2022 Beginning Balance January 1, $ 1,472,386 $ 1,368,819 $ 534,325 Initial allowance from current period investments 2,914 293,033 573,624 Current period change in credit allowance 119,631 (189,466) 260,870 Charge-offs — — — Recoveries — — — Ending Balance December 31, $ 1,594,931 $ 1,472,386 $ 1,368,819 During the year ended December 31, 2024, we recognized a $122.5 million increase in our allowance for credit losses primarily driven by the market performance of our tenants and negative changes in the macroeconomic forecast during the period, both of which impact the R&S Period PD, as well as adjustments made to the assumptions used to project future cash flows for one of our investments. During the year ended December 31, 2023, we recognized a $103.6 million increase in our allowance for credit losses primarily driven by initial CECL allowances on our property acquisition and loan origination activity of $4.8 billion during such period and an increase in the Long-Term Period PD as a result of a standard annual update made to the default study we utilize to estimate our CECL allowance. This increase was partially offset by an overall decrease in the R&S Period PD of our tenants and their parent guarantors as a result of their market performance during the year. During the year ended December 31, 2022, we recognized a $834.5 million increase in our allowance for credit losses primarily driven by the initial CECL allowances on $21.6 billion of property acquisition activity and $1.2 billion of loan origination activity during the period, market performance of our tenants and positive changes in the macroeconomic forecast during the period and an increase in the Long-Term Period PD as a result of a standard annual update made to the default study we utilize (1) (1) F - 34 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) to estimate our CECL allowance. This increase was partially offset by a decrease in the Long-Term Period PD, due to an upgrade of the credit rating of the senior secured debt used to determine the Long-Term Period PD for one of our tenants. 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 receivable, Investments in loans and Other assets by the credit quality indicator we assigned to each lease or loan guarantor as of December 31, 2024 and 2023: Amortized Cost Basis by Year of Origination as of December 31, 2024 (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 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 Amortized Cost Basis by Year of Origination as of December 31, 2023 (In thousands) 2023 2022 2021 2020 2019 Prior Total Ba2 $ — $ 4,317,380 $ — $ — $ — $ — $ 4,317,380 Ba3 — 12,670,502 2,168,701 5,576,739 937,325 11,623,166 32,976,433 B1 444,948 2,319,701 — — 552,521 365,633 3,682,803 B2 — — — 881,917 — — 881,917 B3 694,950 298,425 — — 323,442 — 1,316,817 N/A 789,472 627,473 79,500 — — — 1,496,445 Total $ 1,929,370 $ 20,233,481 $ 2,248,201 $ 6,458,656 $ 1,813,288 $ 11,988,799 $ 44,671,795 ____________________ (1) Excludes the CECL allowance for unfunded commitments recorded in Other liabilities as such commitments are not currently reflected on our Balance Sheets, rather the CECL allowance is based on our current best estimate of future funding commitments. (2) We estimate the CECL allowance for our loan investments using a traditional commercial real estate model based on standardized credit metrics to estimate potential losses. (1) (2) (1) (2) F - 35 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 6 — Other Assets and Other Liabilities Other Assets The following table details the components of our other assets as of December 31, 2024 and 2023: (In thousands) December 31, 2024 December 31, 2023 Sales-type sub-leases, net $ 842,776 $ 847,330 Property and equipment used in operations, net 70,347 66,946 Right of use assets and sub-lease right of use assets 54,144 38,345 Deferred acquisition costs 13,964 10,087 Other receivables 9,166 9,660 Debt financing costs 8,029 11,332 Forward-starting interest rate swaps 7,717 1,563 Interest receivable 7,180 9,351 Deferred income taxes 5,865 9,423 Tenant reimbursement receivables 5,066 6,236 Prepaid expenses 4,534 4,728 Other 1,856 329 Total other assets $ 1,030,644 $ 1,015,330 ___________________________________________________ (1) As of December 31, 2024 and December 31, 2023, sales-type sub-leases are net of $20.6 million and $18.7 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details. Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of December 31, 2024 and 2023: (In thousands) December 31, 2024 December 31, 2023 Land and land improvements $ 61,459 $ 60,461 Buildings and improvements 16,224 15,727 Furniture and equipment 17,186 12,432 Total property and equipment used in operations 94,869 88,620 Less: accumulated depreciation (24,522) (21,674) Total property and equipment used in operations, net $ 70,347 $ 66,946 Year Ended December 31, (In thousands) 2024 2023 2022 Depreciation expense $ 4,125 $ 4,298 $ 3,182 Other Liabilities The following table details the components of our other liabilities as of December 31, 2024 and 2023: (In thousands) December 31, 2024 December 31, 2023 Finance sub-lease liabilities $ 863,374 $ 866,052 Deferred financing liabilities 73,600 73,600 Lease liabilities and sub-lease liabilities 53,822 38,345 CECL allowance for unfunded commitments 9,482 19,131 Deferred income taxes 3,812 4,506 Derivative liability — 11,218 Other 250 250 Total other liabilities $ 1,004,340 $ 1,013,102 (1) F - 36 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 7 — Debt The following tables detail our debt obligations as of December 31, 2024 and 2023: ($ In thousands) December 31, 2024 Description of Debt Maturity Interest Rate Principal Amount Carrying Value 2022 Revolving Credit Facility USD Borrowings March 31, 2026 SOFR + 0.85% $ — $ — CAD Borrowings March 31, 2026 CORRA + 0.85% 130,698 130,698 GBP Borrowings 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% 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% 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% 750,000 740,527 2032 Maturities 5.125% Notes May 15, 2032 3.980% 1,500,000 1,484,876 2034 Maturities 5.750% Notes April 1, 2034 5.689% 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% $ 17,098,846 $ 16,732,889 (1) (2) (3) (3) (3) (4) (4) (4) (4) (4) (5) F - 37 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) ($ In thousands) December 31, 2023 Description of Debt Maturity Interest Rate Principal Amount Carrying Value 2022 Revolving Credit Facility USD Borrowings March 31, 2026 SOFR + 1.05% $ — $ — CAD Borrowings March 31, 2026 CDOR + 1.05% 162,346 162,346 GBP Borrowings March 31, 2026 SONIA + 1.05% 11,458 11,458 MGM Grand/Mandalay Bay CMBS Debt March 5, 2032 3.56% 3,000,000 2,773,758 2024 Maturities 5.625% Notes May 1, 2024 5.625% 1,050,000 1,051,280 2025 Maturities 3.500% Notes February 15, 2025 3.500% 750,000 747,364 4.375% Notes May 15, 2025 4.375% 500,000 497,864 4.625% Notes June 15, 2025 4.625% 800,000 790,641 2026 Maturities 4.500% Notes September 1, 2026 4.500% 500,000 486,520 4.250% Notes December 1, 2026 4.250% 1,250,000 1,241,678 2027 Maturities 5.750% Notes February 1, 2027 5.750% 750,000 756,800 3.750% Notes February 15, 2027 3.750% 750,000 744,762 2028 Maturities 4.500% Notes January 15, 2028 4.500% 350,000 339,689 4.750% Notes February 15, 2028 4.516% 1,250,000 1,239,594 2029 Maturities 3.875% Notes February 15, 2029 3.875% 750,000 691,692 4.625% Notes December 1, 2029 4.625% 1,000,000 990,531 2030 Maturities 4.950% Notes February 15, 2030 4.541% 1,000,000 989,347 4.125% Notes August 15, 2030 4.125% 1,000,000 $ 990,111 2032 Maturities 5.125% Notes May 15, 2032 3.980% 1,500,000 1,482,836 2052 Maturities 5.625% Notes May 15, 2052 5.625% 750,000 735,854 Total Debt 4.351% $ 17,123,804 $ 16,724,125 ____________________ (1) Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt. (2) Subsequent to year end, on February 3, 2025, we terminated the 2022 Revolving Credit Facility and the 2022 Credit Agreement, and entered into the Credit Agreement providing for the Revolving Credit Facility, as described below. (3) Borrowings under the 2022 Revolving Credit Facility bear interest at a rate based on a credit rating-based pricing grid with a range of 0.775% to 1.325% margin plus SOFR (or Canadian Overnight Repo Rate Average (“CORRA”) or Sterling Overnight Index Average (“SONIA”), as applicable), depending on our credit ratings and total leverage ratio with an additional 0.10% adjustment for SOFR term loans and 0.29547% for CORRA daily simple loans, as applicable. Additionally, the commitment fees under the 2022 Revolving Credit Facility were calculated on a credit rating-based pricing grid with a range of 0.15% to 0.375%, depending on our credit ratings and total leverage ratio. For the year ended December 31, 2024, the weighted average commitment fees for the 2022 Revolving Credit Facility was 0.240%. (4) 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) and 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% and the contractual interest rates on the December 2024 Notes (as defined below) maturing 2031 is 5.125%. (5) 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 and treasury locks (as further described in Note 8 - Derivatives), as applicable. The contractual weighted average interest rate as of December 31, 2024, which excludes the impact of the forward-starting interest rate swaps and treasury locks, was 4.56%. (1) (2) (3) (3) (3) (4) (4) (4) (5) F - 38 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table is a schedule of future minimum payments of our debt obligations as of December 31, 2024: (In thousands) Future Minimum Payments 2025 $ 1,300,000 2026 1,898,846 2027 1,500,000 2028 1,600,000 2029 1,750,000 Thereafter 9,050,000 Total minimum repayments $ 17,098,846 ____________________ (1) Subsequent to year end, on February 3, 2025, we terminated the 2022 Revolving Credit Facility and the 2022 Credit Agreement, and entered into the Credit Agreement providing for the Revolving Credit Facility scheduled to mature on February 3, 2029, as described below. Senior Unsecured Notes 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) $5.0 billion aggregate principal amount of Senior Notes issued on April 29, 2022 (the “April 2022 Notes”), (iv) approximately $3.1 billion aggregate principal amount of Senior Notes issued on April 29, 2022, in each case issued by VICI LP and VICI Note Co. Inc. (the “Exchange Notes”), (v) approximately $64.2 million aggregate principal amount of Senior Notes, which were originally issued by MGM Growth Properties Operating Partnership LP and a co-issuer (the “MGP OP Notes”) and remain outstanding following the issuance of the Exchange Notes pursuant to the exchange offer and consent solicitation for the then-outstanding MGP OP Notes, which settled in connection with the completion of our acquisition of MGP on April 29, 2022, (vi) $1.05 billion aggregate principal amount of Senior Notes issued on March 18, 2024 (the “March 2024 Notes”) and (vii) $750.0 million aggregate principal of Senior Notes issued on December 19, 2024, (the “December 2024 Notes”). The outstanding November 2019 Notes, February 2020 Notes, April 2022 Notes, Exchange Notes, MGP OP Notes, March 2024 Notes and December 2024 Notes are collectively referred to as the “Senior Unsecured Notes”. The March 2024 Notes are comprised of (a) $550.0 million aggregate principal amount of 5.750% Senior Notes due 2034, which mature on April 1, 2034, and (b) $500.0 million aggregate principal amount of 6.125% Senior Notes due 2054, which mature on April 1, 2054. We used the net proceeds of the March 2024 Notes to redeem our then-outstanding (i) $1,024.2 million in aggregate principal amount of the 5.625% Senior Notes due 2024, and (ii) $25.8 million in aggregate principal amount of the 5.625% MGP OP Notes due 2024. The December 2024 Notes are comprised of $750.0 million aggregate principal amount of 5.125% Senior Notes due November 15, 2031. We used the net proceeds of the December 2024 Notes to redeem our then-outstanding $750.0 million in aggregate principal amount of 3.500% Senior Notes due 2025. Subject to the terms and conditions of the respective indentures, each series of Senior Unsecured Notes is redeemable at our option, in whole or in part, at any time for a specified period prior to the maturity date of such series at the redemption prices set forth in the respective indenture governing such series. In addition, we may redeem some or all of such notes prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Guarantee and Financial Covenants None of the Senior Unsecured Notes are guaranteed by any subsidiaries of VICI LP. The Exchange Notes, the MGP OP Notes, the April 2022 Notes, the March 2024 Notes and the December 2024 Notes benefit from a pledge of the limited partnership interests of VICI LP directly owned by VICI OP (the “Limited Equity Pledge”). The Limited Equity Pledge has also been granted in favor of (i) the administrative agent and the lenders under the Credit Agreement (as defined below), and (ii) the trustee under the indentures governing, and the holders of, the November 2019 Notes and the February 2020 Notes. Pursuant to the terms of the respective indentures, in the event that the November 2019 Notes, February 2020 Notes and Exchange Notes (i) are rated investment grade by at least two of S&P, Moody’s and Fitch and (ii) no default or event of default has occurred and is continuing under the respective indentures, VICI LP and its restricted subsidiaries will no longer be subject to certain of the restrictive covenants under such indentures. On April 18, 2022, the November 2019 Notes, February 2020 Notes and Exchange Notes were rated investment grade by each of S&P and Fitch and VICI LP notified the trustee of such Suspension Date (as defined in the indentures). Accordingly, VICI LP and its restricted subsidiaries are no longer subject to (1) F - 39 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 indenture governing the April 2022 Notes, March 2024 Notes and December 2024 Notes contains certain covenants that limit the ability of VICI LP and its subsidiaries to incur secured and unsecured indebtedness and limit VICI LP’s ability to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, VICI LP is required to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications. Unsecured Credit Facilities On February 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”). 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 to increase the revolving loan commitments by up to $1.0 billion to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions. 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 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 the Company’s debt. As of December 31, 2024, we had C$188.0 million and £14.5 million outstanding on the 2022 Revolving Credit Facility in connection with our Canadian and United Kingdom foreign currency transactions, respectively. In connection with the termination of the 2022 Revolving Credit Facility, such outstanding balances were repaid and reborrowed under the Revolving Credit Facility. MGM Grand/Mandalay Bay CMBS Debt On January 9, 2023, as a result of our acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV, we consolidated the assets and liabilities of the MGM Grand/Mandalay Bay JV, which includes the $3.0 billion in principal amount of outstanding CMBS debt (the “MGM Grand/ Mandalay Bay CMBS Debt”). The MGM Grand/Mandalay Bay CMBS Debt was originally incurred on February 14, 2020 pursuant to a loan agreement (as amended from time to time, the “MGM Grand/ F - 40 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Mandalay Bay CMBS Loan Agreement”), and is secured primarily by mortgages on certain affiliates of the MGM Grand/Mandalay Bay JV’s fee interest in the real estate assets related to the MGM Grand Las Vegas and the Mandalay Bay Resort and Casino. The MGM Grand/Mandalay Bay CMBS Debt matures in March 2032 and bears interest at 3.558% per annum until March 2030 at which time the rate can change in accordance with the terms of the MGM Grand Mandalay Bay CMBS Loan Agreement until maturity. The MGM Grand/Mandalay Bay CMBS Loan Agreement contains certain customary affirmative and negative covenants and events of default, including, among other things, restrictions on the ability of the MGM Grand/Mandalay Bay JV and certain of its affiliates to incur additional debt and transfer, pledge or assign certain equity interests or its assets, and covenants requiring certain affiliates of the MGM Grand/Mandalay Bay JV to exist as “special purpose entities,” maintain certain ongoing reserve funds and comply with other customary obligations for commercial mortgage-backed securities loan financings. Bridge Facilities In connection with our acquisitions, from time to time, we enter into agreements with certain lenders pursuant to which they provide financing commitments, typically consisting of a 364-day first lien secured bridge facility, for the purpose of providing all or a portion of financing necessary in connection with the closing of such transactions. We used such bridge facility agreements in connection with our acquisition of MGM Growth Properties LLC and our acquisition of the Venetian Resort. In each case the commitments were subject to a tiered commitment fee based on the period the respective commitment was outstanding and a structuring fee. We recognized $16.3 million in Interest expense in relation to such fees during the year ended December 31, 2022. 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 December 31, 2024, we are in compliance with all financial covenants under our debt obligations. Note 8 — Derivatives Interest-Rate Derivatives Outstanding Derivatives From September through December of 2024, we entered into four forward-starting interest rate swap agreements for an aggregate notional amount of $200.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance of senior unsecured notes expected to be issued in connection with the refinancing of our senior unsecured notes maturing in the second quarter of 2025. The following tables detail our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2024 and 2023. ($ in thousands) December 31, 2024 Instrument Number of Instruments Fixed Rate Notional Index Maturity Forward-starting interest rate swap 4 3.5880% $200,000 USD-SOFR-OIS Compound March 27, 2035 ($ in thousands) December 31, 2023 Instrument Number of Instruments Fixed Rate Notional Index Maturity Forward-starting interest rate swap 7 3.6685% $500,000 USD SOFR- COMPOUND March 6, 2034 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- F - 41 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) flow hedges and, accordingly, the unrealized gain in Accumulated other comprehensive income is amortized over the term of the respective derivative instruments, which matches that of the underlying note, as a reduction in interest expense. • In connection with our December 2024 Notes offering, we entered into seven forward-starting interest rate swap agreements with an aggregate notional amount of $350.0 million and five U.S. Treasury Rate Lock agreements with an aggregate notional amount of $300.0 million, which we settled in December 2024 for total net proceeds of $6.8 million. • In connection with our March 2024 Notes offering, we entered into seven forward-starting interest rate swap agreements with an aggregate notional amount of $500.0 million, which we settled in March 2024 for total net proceeds of $2.8 million • In connection with our April 2022 Notes offering, we entered into five forward-starting interest rate swap agreements with an aggregate notional amount of $2.5 billion and two U.S. Treasury Rate Lock agreements with an aggregate notional amount of $500.0 million, which we settled in April 2022 for total net proceeds of $206.8 million. The following table presents the effect of our forward-starting derivative financial instruments on our Statement of Operations: Year Ended December 31, (In thousands) 2024 2023 2022 Unrealized gain (loss) recorded in other comprehensive income $ 26,973 $ (9,655) $ 200,550 Reduction in interest expense related to the amortization of the forward- starting interest rate swaps and treasury locks (24,662) (24,148) (16,233) Net Investment Hedges In connection with our foreign transactions in Canada and the United Kingdom, we currently have C$188.0 million and £14.5 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 years ended December 31, 2024 and 2023, we recognized $12.9 million in unrealized gains and $6.2 million in unrealized losses, respectively, related to such net investment hedges, which were recorded as a component of Foreign currency translation adjustments in the Statement of Operations. Note 9 — Fair Value The following tables summarize our assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023: December 31, 2024 Fair Value (In thousands) Carrying Amount Level 1 Level 2 Level 3 Financial assets: Derivative instruments - forward-starting interest rate swap $ 7,717 $ — $ 7,717 $ — December 31, 2023 Fair Value (In thousands) Carrying Amount Level 1 Level 2 Level 3 Financial assets: Derivative instruments - forward-starting interest rate swap $ 1,563 $ — $ 1,563 $ — Financial liabilities: Derivative instruments - forward-starting interest rate swap $ 11,218 $ — $ 11,218 $ — ____________________ (1) The fair values of our interest rate swap derivative instruments were estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising interest rate curves and credit spreads, which are Level 2 measurements as defined under ASC 820. (1) (1) (1) F - 42 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The estimated fair values of our financial instruments at December 31, 2024 and 2023 for which fair value is only disclosed are as follows: December 31, 2024 December 31, 2023 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Investments in leases - financing receivables $ 18,430,320 $ 17,723,171 $ 18,211,102 $ 17,717,435 Investments in loans and securities 1,651,533 1,575,856 1,144,177 1,060,249 Cash and cash equivalents 524,615 524,615 522,574 522,574 Financial liabilities: Debt 2022 Revolving Credit Facility $ 148,846 $ 148,846 $ 173,804 $ 173,804 MGM Grand/Mandalay Bay CMBS Debt 2,800,544 2,686,960 2,773,758 2,627,984 Senior Unsecured Notes 13,783,499 13,619,484 13,776,563 13,469,176 ____________________ (1) Represents our asset acquisitions structured as sale leaseback transactions. In accordance with ASC 842, since the lease agreements were determined to meet the definition of a sales-type lease and control of the asset is not considered to have been transferred to us, such lease agreements are accounted for as financings under ASC 310. Except as noted below, the fair value of these assets is based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 of the fair value hierarchy. (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. (4) Subsequent to year end, on February 3, 2025, we entered into the Credit Agreement providing for the Revolving Credit Facility in the amount of $2.5 billion and concurrently terminated our 2022 Revolving Credit Facility and 2022 Credit Agreement. 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 December 31, 2024, we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows. Lease Commitments • Operating Lease Commitments. We are liable under operating leases for: (i) land at the Cascata golf course, which expires in 2038 and has three 10- year extension options and (ii) our corporate headquarters in New York, NY, which expires in 2035 and has one five-year renewal option. • Sub-Lease Commitments. Certain of our acquisitions necessitate that we assume, as the lessee, ground and use leases that are integral to the operations of the property, the cost of which is passed to our tenants through our lease agreements, which require the tenants to pay all costs associated with such ground and use leases and provide for their direct payment to the landlord. We have determined we are the primary obligor of certain of such ground and use leases and, accordingly, have presented these leases on a gross basis on our Balance Sheets and Statement of Operations. For the ground and use leases determined to be operating leases, we recorded 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. (1) (2) (3) (4) F - 43 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table details the balance and location in our Balance Sheets of the ground and use sub-leases as of December 31, 2024 and 2023: (In thousands) December 31, 2024 December 31, 2023 Other assets (operating lease and sub-leases right-of-use assets) $ 54,144 $ 38,345 Other liabilities (operating lease and sub-lease liabilities) 53,822 38,345 Other assets (sales-type sub-leases, net) 842,776 847,330 Other liabilities (finance sub-lease liabilities) 863,374 866,052 ___________________ (1) As of December 31, 2024 and December 31, 2023, sales-type sub-leases are net of $20.6 million and $18.7 million of allowance for credit losses, respectively. Refer to Note 5 – Allowance for Credit Losses for further details. Total rental expense for operating lease commitments and total rental income and rental expense for operating and Finance sub-lease commitments and contractual rent expense under these agreements were as follows: Year Ended December 31, (In thousands) 2024 2023 2022 Operating leases Rental expense $ 2,334 $ 2,004 $ 2,006 Contractual rent 1,363 1,905 1,901 Operating sub-leases Rental income and expense 6,889 6,849 5,707 Contractual rent 6,754 6,585 5,338 Finance sub-leases Rental income and expense 63,918 58,240 47,819 Contractual rent 65,030 59,094 52,191 ___________________ (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. The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at December 31, 2024 are as follows: (In thousands) Operating Lease Commitments Operating Sub-Lease Commitments Financing Sub-Lease Commitments 2025 $ 1,082 $ 6,510 $ 65,194 2026 2,772 6,428 65,194 2027 1,921 6,603 65,194 2028 2,813 5,847 65,253 2029 1,921 5,102 65,803 Thereafter 20,825 7,168 2,692,070 Total minimum lease commitments $ 31,334 $ 37,658 $ 3,018,708 Discounting factor 10,048 5,122 2,155,334 Lease liability $ 21,286 $ 32,536 $ 863,374 Discount rates 5.3% -7.0% 2.6% - 5.8% 5.6% - 8.3% Weighted average remaining lease term 12.2 years 6.7 years 51.7 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. (1) (1) (2) (2) (1) F - 44 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 11 — Stockholders' Equity Stock Authorized As of December 31, 2024, we had 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, $0.01 par value per share. Public Offerings From time to time, we offer shares of our common stock through public offerings registered with the SEC. In connection with such offerings, we may issue and sell the offered shares of common stock upon settlement of the offering or, alternatively, enter into forward sale agreements with respect to all or a portion of the shares of common stock sold in such public offerings, pursuant to which the offered shares are borrowed by the forward sale purchasers and the issuance of such shares takes place upon settlement of the applicable forward sale agreement in accordance with its terms. Marketed Forward Offerings The following table summarizes our marketed public offering activity, all of which were subject to forward sale agreements, during the years ended December 31, 2023 and 2022. There were no marketed public forward offering activity during the year ended December 31, 2024. ($ In thousands, except share and per share data) Effective Date Total Shares Sold Public Offering Price Per Share Aggregate Offering Value Initial Forward Sale Price Per Share Initial Net Value 2023 January 2023 Offering January 18, 2023 30,302,500 $ 33.00 $ 1,000,000 $ 31.85 $ 964,400 2022 November 2022 Offering November 8, 2022 18,975,000 30.90 580,000 30.57 579,600 ____________________ (1) All forward sale agreements require settlement within one year of the Effective Date. (2) The amounts are inclusive of shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock, which includes 3,952,500 shares with respect to the January 2023 Offering and 2,475,000 shares with respect to the November 2022 Offering. As of December 31, 2024, we did not have any shares outstanding from our marketed public forward offerings subject to forward sale agreements. Refer to “At-the-Market Offering Program” below for information regarding the share activity and shares outstanding under our forward sale agreements under our ATM Program (as defined below). Refer to “Forward Settlement Activity” below for information regarding the settlement of the forward offerings. We did not receive any proceeds from the sale of shares at the time we entered into each of the forward sale agreements. We determined that the forward sale agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting. We recorded the 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. At-the-Market Offering Program On May 6, 2024, we entered into an equity distribution agreement, pursuant to which we may sell, from time to time, up to an aggregate sales price of $2.0 billion of our common stock and concurrently terminated our previous equity distribution agreement (collectively under both equity distribution agreements, the “ATM Program”). Sales of common stock, if any, made pursuant to the ATM Program may be sold in negotiated transactions or transactions that are deemed to be “at the market” offerings, as defined in Rule 415 of the Securities Act. The ATM Program also provides that the Company may sell shares of its common stock under the ATM Program through forward sale agreements. Actual sales under the ATM Program will depend on a variety of factors including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. (1) (2) F - 45 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes our activity under the ATM Program during the years ended December 31, 2024, 2023 and 2022, all of which were subject to forward sale agreements: ($ In thousands, except share and per share data) Number of Shares Weighted Average Share Price Aggregate Value Forward Sales Price Per Share Aggregate Net Value Year Ended December 31, 2024 12,015,399 $ 32.01 $ 384,565 $ 31.31 $ 376,253 Year Ended December 31, 2023 21,365,397 30.10 643,045 29.70 634,594 Year Ended December 31, 2022 21,617,592 33.12 715,880 32.53 703,100 Total 54,998,388 $ 31.70 $ 1,743,490 $ 31.16 $ 1,713,947 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 December 31, 2024, we had 12.0 million forward shares remaining to be settled under our ATM forward sale agreements. The net forward sales price per share of forward shares under the ATM Program was $31.31 and would result in us receiving approximately $376.3 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 inflow of $25.3 million, or, if we were to net share settle the shares under the ATM forward sale agreements, it would result in us receiving approximately 0.9 million shares of common stock. Forward Settlement Activity The following table summarizes our settlement activity of the outstanding forward shares under our marketed public offerings and the ATM Program during the years ended December 31, 2024, 2023 and 2022. ($ In thousands, except share and per share data) Settlement Date Settlement Type Number of Shares Settled Forward Share Price Upon Settlement Total Net Proceeds 2024 ATM Forward Shares Various Physical 13,194,739 $ 28.75 $ 379,373 2023 January 2023 Forward Sale Agreements Various Physical 30,302,500 31.70 960,500 November 2022 Forward Sale Agreements January 6, 2023 Physical 18,975,000 30.34 575,600 ATM Forward Shares Various Physical 29,788,250 31.75 945,700 2022 September 2021 Forward Sale Agreements February 18, 2022 Physical 50,000,000 27.81 1,390,600 March 2021 Forward Sale Agreements February 18, 2022 Physical 69,000,000 26.50 1,828,600 Total 211,260,489 $ 28.78 $ 6,080,373 Common Stock Outstanding The following table details the issuance of outstanding shares of common stock, including restricted common stock: Common Stock Outstanding 2024 2023 2022 Beginning Balance January 1 1,042,702,763 963,096,563 628,942,092 Issuance of common stock upon physical settlement of forward sale agreements 13,194,739 79,065,750 119,000,000 Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures 469,183 540,450 601,939 Issuance of common stock in connection with the MGP Transactions — — 214,552,532 Ending Balance December 31 1,056,366,685 1,042,702,763 963,096,563 F - 46 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Distributions Dividends declared (on a per share basis) during the years ended December 31, 2024 and 2023 were as follows: Year Ended December 31, 2024 Declaration Date Record Date Payment Date Period Dividend March 7, 2024 March 21, 2024 April 4, 2024 January 1, 2024 – March 31, 2024 $ 0.4150 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 December 5, 2024 December 17, 2024 January 9, 2025 October 1, 2024 - December 31, 2024 $ 0.4325 Year Ended December 31, 2023 Declaration Date Record Date Payment Date Period Dividend March 9, 2023 March 23, 2023 April 6, 2023 January 1, 2023 – March 31, 2023 $ 0.3900 June 8, 2023 June 22, 2023 July 6, 2023 April 1, 2023 – June 30, 2023 $ 0.3900 September 7, 2023 September 21, 2023 October 5, 2023 July 1, 2023 – September 30, 2023 $ 0.4150 December 7, 2023 December 21, 2023 January 4, 2024 October 1, 2023 - December 31, 2023 $ 0.4150 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 reflect 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 - Stockholders' 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: Year Ended December 31, (In thousands) 2024 2023 2022 Determination of shares: Weighted-average shares of common stock outstanding 1,046,740 1,014,513 877,508 Assumed conversion of restricted stock 482 784 955 Assumed settlement of forward sale agreements 453 480 1,213 Diluted weighted-average shares of common stock outstanding 1,047,675 1,015,777 879,676 F - 47 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Year Ended December 31, (In thousands, except per share data) 2024 2023 2022 Basic: Net income attributable to common stockholders $ 2,678,810 $ 2,513,540 $ 1,117,635 Weighted-average shares of common stock outstanding 1,046,740 1,014,513 877,508 Basic EPS $ 2.56 $ 2.48 $ 1.27 Diluted: Net income attributable to common stockholders $ 2,678,810 $ 2,513,540 $ 1,117,635 Diluted weighted-average shares of common stock outstanding 1,047,675 1,015,777 879,676 Diluted EPS $ 2.56 $ 2.47 $ 1.27 Earnings Per Unit The following section presents the basic 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 the 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: Year Ended December 31, (In thousands) 2024 2023 2022 Determination of units: Weighted-average units outstanding 1,058,971 1,026,745 885,786 Assumed conversion of VICI restricted stock 482 784 955 Assumed settlement of VICI forward sale agreements 453 480 1,213 Diluted weighted-average units outstanding 1,059,906 1,028,008 887,953 F - 48 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Year Ended December 31, (In thousands, except per share data) 2024 2023 2022 Basic: Net income attributable to partners $ 2,704,255 $ 2,535,066 $ 1,118,471 Weighted-average units outstanding 1,058,971 1,026,745 885,786 Basic EPU $ 2.55 $ 2.47 $ 1.26 Diluted: Net income attributable to partners $ 2,704,255 $ 2,535,066 $ 1,118,471 Diluted weighted-average units outstanding 1,059,906 1,028,008 887,953 Diluted EPU $ 2.55 $ 2.47 $ 1.26 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. It 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 December 31, 2024, 9,552,597 shares of common stock remained available for issuance by us as equity awards under the Plan. Time-Based Restricted Stock During the years ended December 31, 2024, 2023 and 2022, the Company granted approximately 276,000, 203,000, and 384,000 shares of restricted stock, respectively, under the Plan, respectively, subject to vesting restrictions based on service. Such restricted time-based stock awards vest ratably on an annual basis over a service period of one to three years. The number of shares granted was determined based on the 10-day volume weighted average price using the 10 trading days immediately preceding the grant date. Performance-Based Restricted Stock Units During the years ended December 31, 2024, 2023 and 2022 the Company granted approximately 348,000, 235,000, and 336,000 performance-based restricted stock units, respectively, at target level of performance under the Plan, which are subject to vesting restrictions based on specified absolute and relative total stockholder return goals measured over a three-year performance period. For purposes of determining the fair value for expense recognition, we used a Monte Carlo Simulation (risk-neutral approach) as these awards contain a market condition. The risk-free interest rate assumptions used in the Monte Carlo Simulation were determined based on the zero-coupon risk-free rate of 1.7% - 4.5% and an expected price volatility of 20.0% - 35.0%. The expected price volatility was calculated based on both historical and implied volatility. The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations: Year Ended December 31, (In thousands) 2024 2023 2022 Stock-based compensation expense $ 17,511 $ 15,536 $ 12,986 F - 49 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table details the activity of our incentive stock and time-based restricted stock and performance-based restricted stock units: Incentive and Time-Based Restricted Stock Performance-Based Restricted Stock Units (In thousands, except for per share data) Stock Weighted Average Grant Date Fair Value Stock Units Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 300,031 $ 24.72 588,134 $ 19.32 Granted 389,715 28.84 489,207 27.03 Vested (167,465) 25.91 (227,166) 22.68 Forfeited (14,942) 25.46 (80,586) 22.68 Canceled — — — — Outstanding as of December 31, 2022 507,339 27.47 769,589 22.88 Granted 209,901 28.22 474,867 28.59 Vested (211,887) 28.13 (363,267) 19.90 Forfeited (32,718) 28.44 (115,607) 19.90 Canceled — — — — Outstanding as of December 31, 2023 472,635 27.44 765,582 28.28 Granted 288,558 23.74 531,268 27.32 Vested (176,926) 29.76 (243,615) 34.27 Forfeited (57,099) 29.93 (143,669) 31.58 Canceled — — — — Outstanding as of December 31, 2024 527,168 $ 24.37 909,566 $ 25.60 As of December 31, 2024, there was $18.2 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements under the Plan. This cost is expected to be recognized over a weighted average period of 1.7 years. Note 14 — Income Taxes We conduct our operations as a REIT for U.S. federal income tax purposes. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pays taxes at regular corporate income tax rates to the extent that it annually distributes less than 100% of its taxable income. We intend to meet those requirements and as a result, we generally will not be subject to federal income tax except for the TRS operations. The operations of VICI Golf (represented by the four golf course businesses), which are held in a TRS and certain of our other subsidiaries that operate in various states and municipalities within North America and the United Kingdom, are subject to various local, state and/or federal income taxes. Accordingly, we provide for a provision for income taxes in relation to these jurisdictions, which includes current and deferred portions. We use the asset and liability method to provide for income taxes, which requires that our income tax expense reflects the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities for financial reporting versus income tax purposes. The composition of our income tax expense (benefit) was as follows: Year Ended December 31, 2024 2023 2022 (In thousands) Current Deferred Total Current Deferred Total Current Deferred Total Federal $ 1,808 $ (702) $ 1,106 $ 1,755 $ 129 $ 1,884 $ 1,758 $ 469 $ 2,227 State 1,816 8 1,824 2,481 13 2,494 658 (9) 649 Foreign 641 6,133 6,774 49 (10,568) (10,519) — — — Income tax expense (benefit) $ 4,265 $ 5,439 $ 9,704 $ 4,285 $ (10,426) $ (6,141) $ 2,416 $ 460 $ 2,876 F - 50 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) At December 31, 2024 and 2023, the net effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were: (In thousands) December 31, 2024 December 31, 2023 Deferred tax assets: CECL allowance - foreign investments $ 10,584 $ 13,777 Lease liability 2,192 2,255 Accruals, reserves and other 1,256 222 Cumulative translation adjustment — 726 Total deferred tax assets 14,032 16,980 Deferred tax liabilities: Fixed assets - foreign investments (1,436) (5,080) Land, buildings and equipment, net (5,042) (4,728) Right of use asset (2,192) (2,255) Cumulative translation adjustment (3,309) — Total deferred tax liabilities (11,979) (12,063) Net deferred tax asset $ 2,053 $ 4,917 The following table reconciles our effective income tax rate to the historical federal statutory rate of 21% for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, 2024 2023 2022 ($ in thousands) Amount Percent Amount Percent Amount Percent Federal income tax expense at statutory rate $ 564,586 21.0 % $ 526,579 21.0 % $ 239,220 21.0 % REIT income not subject to federal income tax (563,476) (21.0) (524,791) (20.9) (237,069) (20.8) Pre-tax gain attributable to taxable subsidiaries 1,110 — 1,788 0.1 2,151 0.2 State income taxes, net of federal benefits 1,800 0.1 2,474 0.1 648 0.1 Foreign income taxes 6,774 0.3 (10,519) (0.4) — — Non-deductible expenses and other 20 — 116 — 77 — Provision for (benefit from) income taxes $ 9,704 0.4 % $ (6,141) (0.2)% $ 2,876 0.3 % We declared dividends of $1.695, $1.610 and $1.500 per common share during the years ended December 31, 2024, 2023 and 2022, respectively. For U.S. federal income tax purposes, the portion of the dividends allocated to stockholders for the years ended December 31, 2024, 2023 and 2022 are characterized as follows: Year Ended December 31, ($ per share) 2024 2023 2022 Ordinary dividends $ 1.5045 $ 1.4500 $ 1.5787 Section 199A dividends $ 1.5013 $ 1.4265 $ 1.5787 Qualified dividend $ 0.0031 $ 0.0235 $ — Non-dividend distribution $ 0.1730 $ 0.0263 $ — ____________________ (1) These amounts are a subset of, and are included in, the ordinary dividend amounts. As of December 31, 2024, we had NOLs of $151.6 million, generated by our REIT, that will expire in 2037, unless they are utilized by us prior to expiration. (1) (1) F - 51 Table of Contents VICI PROPERTIES INC. AND VICI PROPERTIES L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) As of December 31, 2024, the 2021, 2022, and 2023 tax years remain subject to examination by federal, state and local tax authorities. The tax filings for tax year 2024 have not yet been filed, and once made, will be subject to examination by taxing authorities for a period of three years. Note 15 — 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 Chief Operating Decision Maker (“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. F - 52 Exhibit 4.41 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the rights and preferences of our common stock. This summary does not purport to be complete and is subject to and is qualified in its entirety by reference to our charter and bylaws and applicable provisions of the Maryland General Corporation Law (“MGCL”). While we believe the following summary covers the material terms of our common stock, the description may not include all of the information that is important to you. We encourage you to read carefully our charter and bylaws and the applicable provisions of the MGCL for a more complete understanding of our common stock. Each of our charter and bylaws is attached as an exhibit to the Annual Report on Form 10-K. General Our charter authorizes us to issue up to 1,350,000,000 shares of common stock, $0.01 par value per share, and up to 50,000,000 shares of preferred stock, $0.01 par value per share, of which 12,000,000 shares are classified as Series A preferred stock, $0.01 par value per share. Our charter authorizes our board of directors, without stockholder approval, to amend our charter to increase or decrease the aggregate number of shares of stock that we are authorized to issue or the number of authorized shares of any class or series, subject to the terms of any outstanding preferred stock. As of December 31, 2024, 1,056,366,685 shares of our common stock are issued and outstanding, and no shares of preferred stock of any class (including Series A preferred stock) are issued or outstanding. Under Maryland law, a stockholder generally is not liable for a corporation’s debts or obligations solely as a result of the stockholder’s status as a stockholder. Common Stock Subject to the restrictions on ownership and transfer of our stock discussed below under the caption “Restrictions on Ownership and Transfer” and the voting rights of holders of outstanding shares of any other class or series of our stock, holders of our common stock will be entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our common stock will not have cumulative voting rights in the election of directors. Holders of our common stock will be entitled to receive dividends if, as and when authorized by our board of directors and declared by us out of assets legally available for the payment of dividends. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of outstanding shares of any class or series of our stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our remaining assets available for distribution. Holders of our common stock will not have preemptive, subscription, redemption, preference, exchange, conversion or appraisal rights. There will be no sinking fund provisions applicable to the common stock. All issued and outstanding shares of our common stock will be fully paid and nonassessable and will have equal dividend and liquidation rights. The rights, powers, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock or any other class or series of stock we may authorize and issue in the future. Under Maryland law, a Maryland corporation generally may not amend its charter (with limited exceptions), consolidate, merge, convert, sell all or substantially all of its assets, engage in a statutory share exchange or dissolve unless the action is advised by its board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. As permitted by Maryland law, our charter provides that any of these actions, once advised by our board of directors, may be approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter, except for amendments to the charter provisions relating to indemnification and limitation of liability of directors and officers and certain amendments to our charter affecting these provisions, which require the affirmative vote of stockholders entitled to cast 75% of all of the votes entitled to be cast generally in the election of directors. See “Certain Provisions of Maryland Law and Our Charter and Bylaws.” Maryland law also permits a corporation to transfer all or substantially all of its assets without the approval of its stockholders to an entity owned, directly or indirectly, by the corporation. In addition, because many of our operating assets are held by our subsidiaries, these subsidiaries will be able to merge or sell all or substantially all of their assets without the approval of our stockholders. Power to Reclassify and Issue Stock Subject to the rights of holders of any outstanding shares of our preferred stock, our board of directors will be able to, without approval of holders of our common stock, classify and reclassify any unissued shares of our stock into other classes or series of stock, including one or more classes or series of stock that have preference over our common stock with respect to dividends or upon liquidation, or have voting rights and other rights that differ from the rights of the common stock, and authorize us to issue the newly-classified shares. Before authorizing the issuance of shares of any new class or series, our board of directors will be required to set, subject to the provisions in our charter relating to the restrictions on ownership and transfer of our stock, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series of stock. In addition, our charter authorizes our board of directors, with the approval of a majority of our board of directors and without stockholder approval, to amend our charter to increase or decrease the aggregate number of shares of stock, or the number of shares of any class or series of stock, that we are authorized to issue, subject to the rights of holders of our preferred stock. These actions will be able to be taken without the approval of holders of our common stock unless such approval is required by applicable law, the terms of any other class or series of our stock or the rules of any stock exchange or automated quotation system on which any of our stock is listed or traded. Preferred Stock Prior to issuance of shares of each class or series of preferred stock having terms not already established pursuant to our charter, our board of directors is required by the MGCL and our charter to set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption for each such class or series. Our board of directors could authorize the issuance of shares of preferred stock that have priority over our common stock with respect to dividends or rights upon liquidation or with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change of control of our company that might involve a premium price for holders of our common stock or that holders of our common stock otherwise view to be in their best interests. Series A Preferred Stock Of the 50,000,000 shares of preferred stock authorized for issuance under our charter, 12,000,000 shares are classified as Series A preferred stock, $0.01 par value per share, all of which automatically converted on November 6, 2017 in accordance with the terms of the Series A preferred stock into shares of our common stock. As a result of this conversion, none of the authorized shares of Series A preferred stock are currently issued or outstanding. Our board of directors has no plans to issue any shares of Series A preferred stock as currently constituted, and given the terms applicable to the Series A preferred stock and the circumstances in which originally issued, any such additional issuance would be impractical. Our board of directors could, however, without stockholder approval, reclassify the authorized but unissued shares of Series A preferred stock as preferred stock without further designation, or into one or more other or additional series or classes of our capital stock, pursuant to its power to reclassify stock, as described above, and cause us to issue the newly-classified shares, subject, however, to the rights of holders of any then outstanding shares of our preferred stock. For detail regarding these and other terms applicable to our authorized Series A preferred stock, we encourage you to read carefully the terms thereof, as set forth in our charter. Restrictions on Ownership and Transfer In order for us to qualify as a REIT for U.S. Federal income tax purposes, our stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of our stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code of 1986, as amended from time to time (the “Code”) to include certain entities such as qualified pension plans) during the last half of a taxable year. Our charter contains restrictions on the ownership and transfer of our stock. Subject to the exceptions described below, our charter provides that no person or entity will be able to beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, with respect to any class or series of our capital stock (including our common stock), more than 9.8% (in value or by number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of such class or series of our capital stock. 2 The constructive ownership rules under the Code are complex and may cause stock owned actually or constructively by a group of related individuals and/or entities to be owned constructively by one individual or entity. As a result, the acquisition of 9.8% or less of a class or series of our capital stock, or the acquisition of an interest in an entity that owns our stock, could, nevertheless, cause the acquirer or another individual or entity to own our stock in excess of the ownership limit. An exemption from the 9.8% ownership limit was granted to certain stockholders, and our board may in the future provide exceptions to the ownership limit for other stockholders, subject to certain initial and ongoing conditions designed to protect our status as a REIT. In addition, our charter provides that our board of directors will have the power to, upon receipt of certain representations and agreements and in its sole discretion, prospectively or retroactively, exempt a person from the ownership limit or establish a different limit on ownership for a particular stockholder if the stockholder’s ownership in excess of the ownership limit would not result in our being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise failing to qualify as a REIT. As a condition to granting a waiver of the ownership limit or creating an excepted holder limit, our board of directors will be able, but will not be required, to require an opinion of counsel or IRS ruling satisfactory to our board of directors as it may deem necessary or advisable to determine or ensure our status as a REIT and may impose such other conditions or restrictions as it deems appropriate. In connection with granting a waiver of the ownership limit or creating or modifying an excepted holder limit, or at any other time, our charter provides that our board of directors will be able to increase or decrease the ownership limit unless, after giving effect to any increased or decreased ownership limit, five or fewer individuals (as defined in the Code to include certain entities such as qualified pension plans) could beneficially own or constructively own, in the aggregate, more than 50% in value of the shares of our stock then outstanding or we would otherwise fail to qualify as a REIT. A decreased ownership limit will not apply to any person or entity whose percentage ownership of our stock is in excess of the decreased ownership limit until the person or entity’s ownership of our stock equals or falls below the decreased ownership limit, but any further acquisition of our stock will be subject to the decreased ownership limit. Our charter also provides that: • any person is prohibited from owning shares of our stock that, if effective, would cause us to constructively own more than 10% of the ownership interests, assets or net profits in (i) any of our tenants or (ii) any tenant of one of our direct or indirect subsidiaries, to the extent such ownership would cause us to fail to qualify as a REIT; • any person is prohibited from beneficially or constructively owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise cause us to fail to qualify as a REIT; and • any person is prohibited from transferring shares of our stock if the transfer would result in shares of our stock being beneficially owned by fewer than 100 persons. Our charter provides that any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of our stock that will or may violate the ownership limit or any other restrictions on ownership and transfer of our stock discussed above, and any person who owned or would have owned shares of our stock that are transferred to a trust for the benefit of one or more charitable beneficiaries described below, will be required to give immediate written notice of such an event or, in the case of a proposed or attempted transfer, give at least five days’ prior written notice to us and provide us with such other information as we may request in order to determine the effect of the transfer on our status as a REIT. The provisions of our charter relating to the restrictions on ownership and transfer of our stock will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT, or that compliance is no longer required in order for us to qualify as a REIT. Our charter provides that any attempted transfer of our stock that, if effective, would result in our stock being beneficially owned by fewer than 100 persons will be void ab initio and the intended transferee will acquire no rights in such shares of stock. Our charter provides that any attempted transfer of our stock that, if effective, would result in a violation of the ownership limit (or other limit established by our charter or our board of directors), any person owning shares of our stock that, if effective, would cause us to constructively own more than 10% of the ownership interests, assets or net profits in (i) any of our tenants or (ii) any tenant of one of our direct or indirect subsidiaries, to the extent such ownership would cause us to fail to qualify as a REIT, or our being “closely held” under Section 856(h) of the Code or our otherwise failing to qualify as a REIT, will be void ab initio and the intended transferee will acquire no rights in such shares of stock and, if such voidness is not effective, the number of shares causing the violation (rounded up to the nearest whole share) will be 3 transferred automatically to a trust for the exclusive benefit of one or more charitable beneficiaries, and the intended transferee will not acquire any rights in the shares. The automatic transfer will be effective as of the close of business on the business day before the date of the attempted transfer or other event that resulted in a transfer to the trust. Our charter provides that if the transfer to the trust as described above does not occur or is not automatically effective, for any reason, to prevent a violation of the applicable restrictions on ownership and transfer of our stock, then the attempted transfer which, if effective, would have resulted in a violation on the restrictions of ownership and transfer of our stock, will be void ab initio and the intended transferee will acquire no rights in such shares of stock. Our charter provides that shares of our stock held in the trust will be issued and outstanding shares. The intended transferee may not benefit economically from ownership of any shares of our stock held in the trust and will have no rights to dividends and no rights to vote or other rights attributable to the shares of our stock held in the trust. The trustee of the trust will exercise all voting rights and receive all dividends and other distributions with respect to shares held in the trust for the exclusive benefit of the charitable beneficiary of the trust. Our charter provides that any dividend or other distribution paid before we discover that the shares have been transferred to a trust as described above must be repaid by the recipient to the trustee upon demand by us. Pursuant to our charter, subject to Maryland law, effective as of the date that the shares have been transferred to the trust, the trustee will have the authority to rescind as void any vote cast by an intended transferee before our discovery that the shares have been transferred to the trustee and to recast the vote in accordance with the direction of the trustee acting for the benefit of the charitable beneficiary of the trust. Pursuant to our charter, within 20 days of receiving notice from us of a transfer of shares to the trust, the trustee must sell the shares to a person, designated by the trustee, that would be permitted to own the shares without violating the ownership limit or the other restrictions on ownership and transfer of our stock in our charter. After such sale of the shares, the interest of the charitable beneficiary in the shares sold will terminate and the trustee must distribute to the intended transferee, an amount equal to the lesser of: • the price paid by the intended transferee for the shares or, if the intended transferee did not give value for the shares in connection with the event that resulted in the transfer to the trust at the market price of the shares on the day of the event that resulted in the transfer of such shares to the trust; and • the sales proceeds received by the trustee for the shares. Any net sales proceeds in excess of the amount payable to the intended transferee shall be paid to the charitable beneficiary. Our charter provides that shares of our stock held in the trust will be deemed to be offered for sale to us, or our designee, at a price per share equal to the lesser of: • the price per share in the transaction that resulted in the transfer to the trust or, in the case of a gift, devise or other such transaction, at market price, at the time of such gift, devise or other such transaction; and • the market price on the date we accept, or our designee accepts, such offer. The amount payable to the transferee may be reduced by the amount of any dividends or other distributions that we paid to the intended transferee before we discovered that the shares had been transferred to the trust and that is owed by the intended transferee to the trustee as described above. We may accept the offer until the trustee has otherwise sold the shares of our stock held in the trust. Pursuant to our charter, upon a sale to us, the interest of the charitable beneficiary in the shares sold will terminate and the trustee must distribute the net proceeds of the sale to the intended transferee and distribute any dividends or other distributions held by the trustee with respect to the shares to the charitable beneficiary. Every owner of 5% or more (or such lower percentage as required by the Code or the regulations promulgated thereunder) of the outstanding shares of our stock, within 30 days after the end of each taxable year, must give us written notice stating the person’s name and address, the number of shares of each class and series of our stock that the person beneficially owns and a description of the manner in which the shares are held. Each such owner also must provide us with any additional information that we request in order to determine the effect, if any, of the person’s beneficial ownership on our status as a REIT and to ensure compliance with the ownership limit. In addition, any person or entity that is a beneficial owner or constructive owner of shares of our stock and any person or entity (including the stockholder of record) who is holding shares of our stock for a beneficial owner or constructive owner will be required to, on request, disclose to us such information as we may request in order to determine our status as a REIT or to comply, or determine our compliance, with the requirements of any governmental or taxing authority. 4 If our board of directors authorizes any of our shares to be represented by certificates, the certificates will bear a legend referring to the restrictions described above. These restrictions on ownership and transfer of our stock could delay, defer or prevent a transaction or a change of control of us that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders. Redemption of Securities Owned or Controlled by an Unsuitable Person or Affiliate In addition to the restrictions set forth above, all of our outstanding shares of capital stock will be held subject to applicable gaming laws. Any person owning or controlling at least 5% of the outstanding shares of any class of our capital stock will be required to promptly notify us of such person’s identity. Our charter provides that any shares of our capital stock that are owned or controlled by an unsuitable person or an affiliate of an unsuitable person are redeemable by us, out of funds legally available for that redemption, to the extent required by the gaming authorities making the determination of unsuitability or to the extent determined to be necessary or advisable by our board of directors. From and after the redemption date, the securities will not be considered outstanding and all rights of the unsuitable person or affiliate will cease, other than the right to receive the redemption price. The redemption price with respect to any securities to be redeemed will be the price, if any, required to be paid by the gaming authority making the finding of unsuitability or if the gaming authority does not require a price to be paid (including if the finding of unsuitability is made by our board of directors alone), an amount that in no event exceeds (1) the market price of such securities as reported on a securities exchange, a generally recognized reporting system or domestic over-the-counter market, as applicable, or (2) if such securities are not quoted by any recognized reporting system, then the fair market value thereof, as determined in good faith and in the reasonable discretion of the board of directors. The redemption price may be paid in cash, by promissory note, or both, as required by the applicable gaming authority and, if not, as determined by us. If all or a portion of the redemption price is paid with a promissory note, such note shall have a ten year term, bear interest at 3% and amortize in 120 equal monthly installments and contain such other terms determined by our board. Our charter provides that the redemption right is not exclusive and that our capital stock that is owned or controlled by an unsuitable person or an affiliate of an unsuitable person may also be transferred to a trust for the benefit of a designated charitable beneficiary, and that any such unsuitable person or affiliate will not be entitled to any dividends on the shares or be entitled to vote the shares or receive any proceeds from the subsequent sale of the shares in excess of the lesser of the price paid by the unsuitable person or affiliate for the shares or the amount realized from the sale, in each case less a discount in a percentage (up to 100%) to be determined by our board of directors in its sole and absolute discretion. Our charter requires any unsuitable person and any affiliate of an unsuitable person to indemnify us and our affiliated companies for any and all losses, costs and expenses, including attorneys’ fees, incurred by us and our affiliated companies as a result of the unsuitable person’s ownership or control or failure to promptly divest itself of any securities of our securities when and in the specific manner required by a gaming authority or by our charter. Under our charter, an unsuitable person will be defined as one who (i) fails or refuses to file an application, or has withdrawn or requested the withdrawal of a pending application, to be found suitable by any gaming authority or for any gaming license, (ii) is denied or disqualified from eligibility for any gaming license by any gaming authority, (iii) is determined by any gaming authority to be unsuitable or disqualified to own or control any of our capital stock or the capital stock or any other equity securities of any of our affiliates, (iv) is determined by any gaming authority to be unsuitable to be affiliated, associated or involved with a person engaged in gaming activities or holding a gaming license in any gaming jurisdiction, (v) causes any gaming license of our company or any of our affiliates to be lost, rejected, rescinded, suspended, revoked or not renewed, or causes our company or any of our affiliates to be threatened by any gaming authority with the loss, rejection, rescission, suspension, revocation or non-renewal of any gaming license, or (vi) is deemed likely, in the sole and absolute discretion of our board, to preclude or materially delay, impede, impair, threaten or jeopardize any gaming license, cause or otherwise result in, the disapproval, cancellation, termination, material adverse modification or non-renewal of any material contract with a gaming authority to which our company or our affiliates is a party, or cause or otherwise result in the imposition of any materially burdensome or unacceptable terms or conditions on any gaming license of our company or any of our affiliates. Certain Provisions of Maryland Law and Our Charter and Bylaws The following summary of certain provisions of Maryland law and of our charter and bylaws is only a summary, and is subject to, and qualified in its entirety by reference to, our charter and bylaws and the applicable provisions of the MGCL. 5 Election and Removal of Directors Our charter and bylaws provide that the number of our directors may be established only by our board of directors but may not be more than fifteen or fewer than the minimum number permitted by the MGCL, which is one. Our bylaws provide for the election of directors, in uncontested elections, by a majority of the votes cast. In contested elections, the election of directors shall be by a plurality of the votes cast. Our bylaws provide that a director may not be an “unsuitable person” as defined in our charter, and that the term of office of any director determined by our board of directors to be an unsuitable person will end upon that determination. Our bylaws provide that any vacancy on our board of directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum of the board of directors except that a vacancy created by the removal of a director by stockholders may also be filled by the requisite vote or consent of stockholders set forth in our bylaws. Our charter also provides that, subject to the rights of holders of one or more classes or series of preferred stock to elect one or more directors, a director may be removed, with or without cause, by the affirmative vote of stockholders holding a majority of all of the shares of our stock entitled to vote generally in the election of directors. Amendment to Charter and Bylaws Except as provided in our charter with respect to indemnification and limitation of liability of directors and officers and certain amendments to our charter affecting these provisions, which must each be advised by our board of directors and receive the affirmative vote of stockholders entitled to cast 75% of all the votes entitled to be cast generally in the election of directors, amendments to our charter must be advised by our board of directors and, with limited exceptions, approved by the affirmative vote of our stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Each of our board of directors and our stockholders, by the affirmative vote of not less than a majority of all shares then outstanding and entitled to be cast on the matter, have the power to amend our bylaws. Business Combinations Under the MGCL, certain “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, and, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as: • any person who beneficially, directly or indirectly, owns 10% or more of the voting power of the corporation’s outstanding voting stock; or • an affiliate or associate of the corporation who, at any time within the two-year period before the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the corporation’s then outstanding voting stock. A person is not an interested stockholder under the MGCL if the corporation’s board of directors approves in advance the transaction by which the person otherwise would have become an interested stockholder. In approving the transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board. After the five-year prohibition, any business combination between the Maryland corporation and the interested stockholder generally must be recommended by the corporation’s board of directors and approved by the affirmative vote of at least: • 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and • two-thirds of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under the MGCL, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. 6 The foregoing provisions of the MGCL do not apply, however, to business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. In addition, our charter provides that, notwithstanding any other provision of our charter or our bylaws, these provisions, known as the Maryland Business Combination Act (Title 3, Subtitle 6 of the MGCL), will not apply to any business combination between us and any interested stockholder of ours and that we expressly elect not to be governed by the operative provisions of the Maryland Business Combination Act in whole or in part. Any amendment to such provision of our charter must be advised by our board of directors and approved by the affirmative vote of stockholders entitled to cast a majority of all votes entitled to be cast on the matter. Consequently, the five-year prohibition and the supermajority vote requirements will not apply to a business combination between us and any other person. As a result, any person described in the preceding sentence may be able to enter into a business combination with us that our stockholders may view not be in their best interests, without compliance with the supermajority vote requirements and other provisions of the statute. We cannot assure you that this provision of our charter will not be amended or repealed in the future. In that event, business combinations between us and an interested stockholder or an affiliate of an interested stockholder would be subject to the five-year prohibition and the super-majority vote requirements. Control Share Acquisitions The Maryland Control Share Acquisition Act provides that a holder of control shares of a Maryland corporation acquired in a control share acquisition has no voting rights with respect to the control shares except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquirer, by officers or by employees who are directors of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock that, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise or direct voting power in electing directors within one of the following ranges of voting power: • one-tenth or more but less than one-third; • one-third or more but less than a majority; or • a majority or more of all voting power. Control shares do not include shares the acquirer is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from us. A control share acquisition means the acquisition of issued and outstanding control shares, subject to certain exceptions. A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting. If voting rights are not approved at the meeting or if the acquirer does not deliver an acquiring person statement as required by the statute, then the corporation may, subject to certain limitations and conditions, redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last acquisition of control shares by the acquiring person in a control share acquisition; or, if a meeting of stockholders is held at which the voting rights of the shares are considered and not approved, then as of the date of the meeting. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to exercise or direct the exercise of a majority of the voting power, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition. The Maryland Control Share Acquisition Act does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting any acquisition of our stock by any person from the foregoing provisions on control shares. In the event that our bylaws are amended by our directors or our stockholders to modify or eliminate this 7 provision, acquisitions of our common stock may constitute a control share acquisition and may be subject to the Maryland Control Share Acquisition Act. Subtitle 8 Subtitle 8 of Title 3 of the MGCL (“Subtitle 8”) permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect, by provision in its charter or bylaws or a resolution of its board of directors and without the need for stockholder approval, and notwithstanding any contrary provision in the charter or bylaws, unless the charter or a resolution adopted by the board of directors prohibits such election, to be subject to any or all of five provisions, including: • a classified board of directors; • a two-thirds vote requirement for removing a director; • a requirement that the number of directors be fixed only by vote of the board of directors; • a requirement that a vacancy on the board of directors be filled only by the affirmative vote of a majority of the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies; and • a provision that a special meeting of stockholders must be called upon stockholder request only on the written request of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting. We do not currently have a classified board. Our charter provides that we are prohibited from electing to be subject to any or all of the provisions of Subtitle 8 unless such election is first approved by the affirmative vote of stockholders of not less than a majority of all shares of ours then outstanding and entitled to be cast on the matter. Through provisions in our charter and bylaws unrelated to Subtitle 8, we already (1) vest in our board of directors the exclusive power to fix the number of directors, and (2) require the request of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting to call a special meeting (unless the special meeting is called by our board of directors, the chairman of our board of directors, our president or chief executive officer as described below under “Special Meetings of Stockholders”). Special Meetings of Stockholders Our board of directors, the chairman of our board of directors, our president or our chief executive officer may call a special meeting of our stockholders. Our bylaws provide that a special meeting of our stockholders to act on any matter that may properly be considered at a meeting of our stockholders must also be called by our secretary upon the written request of stockholders entitled to cast a majority of all the votes entitled to be cast on such matter at the meeting and containing the information required by our bylaws. Stockholder Action by Written Consent The MGCL generally provides that, unless the charter of the corporation authorizes stockholder action by less than unanimous consent, stockholder action may be taken by consent in lieu of a meeting only if it is given by all stockholders entitled to vote on the matter. Our charter permits stockholder action by consent in lieu of a meeting to the extent permitted by our bylaws. Our bylaws provide that any action required or permitted to be taken at any meeting of the holders of common stock entitled to vote generally in the election of directors may be taken without a meeting (a) if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders or (b) if the action is advised, and submitted to the stockholders for approval, by our board and a consent in writing or by electronic transmission of stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders is delivered to us in accordance with the MGCL. We will be required to give notice of any action taken by less than unanimous consent to each stockholder not later than ten days after the effective time of such action. Competing Interests and Activities of Our Directors or Officers Our charter provides that we have the power to renounce, by resolution of the board of directors, any interest or expectancy in, or in being offered an opportunity to participate in, business opportunities or classes or categories of business opportunities that are (i) presented to us or (ii) developed by or presented to one or more of our directors or officers. 8 Advance Notice of Director Nomination and New Business Our bylaws provide that nominations of individuals for election as directors and proposals of business to be considered by stockholders at any annual meeting may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of directors or any duly authorized committee of our board of directors or (3) by any stockholder present in person or by proxy who was a stockholder of record at the time of provision of notice by the stockholders and at the time of the meeting, who is entitled to vote at the meeting in the election of the individuals so nominated or on such other proposed business, who is not an “unsuitable person” as defined in our charter, and who has complied with the advance notice procedures of our bylaws. Stockholders generally must provide notice to our secretary not earlier than the 150th day or later than the close of business on the 120th day before the first anniversary of the date of our proxy statement for the preceding year’s annual meeting. Only the business specified in the notice of the meeting may be brought before a special meeting of our stockholders. Nominations of individuals for election as directors at a special meeting of stockholders may be made only (1) by or at the direction of our board of directors or any duly authorized committee of our board of directors or (2) if the special meeting has been called in accordance with our bylaws for the purpose of electing directors, by a stockholder who is a stockholder of record both at the time of provision of notice and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice procedures of our bylaws. Stockholders generally must provide notice to our secretary not earlier than the 120th day before such special meeting or later than the later of the close of business on the 90th day before such special meeting or the tenth day after the first public announcement of the date of the special meeting and the nominees of our board of directors to be elected at the meeting. A stockholder’s notice must contain certain information specified by our bylaws about the stockholder, its affiliates and any proposed business or nominee for election as a director, including information about the economic interest of the stockholder, its affiliates and any proposed nominee in us. Proxy Access Nominations Our bylaws permit an eligible stockholder, or group of up to 20 stockholders, who have owned 3% or more of our common stock continuously for at least three years to nominate and include in our proxy statement director candidates to occupy up to the greater of two directors or 20% of the board of directors, provided that the stockholder or group has satisfied the procedural, eligibility and disclosure requirements set forth in our bylaws. Effect of Certain Provisions of Maryland Law and our Charter and Bylaws The restrictions on ownership and transfer of our stock discussed under the caption “Restrictions on Ownership and Transfer of our Common Stock” prohibit any person from acquiring, with respect to any class or series of our capital stock, more than 9.8% (in value or by number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of such class or series of our capital stock, including our common stock, without the approval of our board of directors. These provisions may delay, defer or prevent a change in control of us. Further, subject to the rights of holders of preferred stock, our board of directors has the power to increase the aggregate number of authorized shares, or the number of authorized shares of any class or series, and to classify and reclassify any unissued shares of our stock into other classes or series of stock, and to authorize us to issue the newly-classified shares, as discussed above under the captions “Common Stock” and “Power to Reclassify and Issue Stock,” and could authorize the issuance of shares of common stock or another class or series of stock, including a class or series of preferred stock, that could have the effect of delaying, deferring or preventing a change in control of us. We believe that the power to increase the aggregate number of authorized shares and to classify or reclassify unissued shares of common or preferred stock, without approval of holders of our common stock, provides us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. Our charter and bylaws also provide that the number of directors may be established only by our board of directors, which prevents our stockholders from increasing the number of our directors and filling any vacancies created by such increase with their own nominees. The provisions of our bylaws discussed above under the captions “Special Meetings of Stockholders” and “Advance Notice of Director Nomination and New Business” require stockholders seeking to call a special meeting, nominate an individual for election as a director or propose other business at an annual meeting to comply with certain notice and information requirements. We believe that these provisions will help to assure the continuity and stability of our business strategies and policies as determined by our board of directors and promote good corporate governance by providing us with clear procedures for calling special meetings, information about a stockholder proponent’s interest in us and adequate time to consider stockholder nominees and other business proposals. However, these provisions, alone or in combination, could make 9 it more difficult for our stockholders to remove incumbent directors or fill vacancies on our board of directors with their own nominees and could delay, defer or prevent a change in control, including a proxy contest or tender offer that might involve a premium price for our common stockholders or otherwise be in the best interest of our stockholders. Exclusive Forum Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of any duty owed by any of our present or former directors or officers or other employees or stockholders to us or to our stockholders, as applicable, or any standard of conduct applicable to our directors, (c) any action asserting a claim against us or any of our present or former directors or officers or other employees arising pursuant to any provision of the MGCL or our charter or bylaws or (d) any action asserting a claim against us or any of our present or former directors or officers or other employees that is governed by the internal affairs doctrine. Limitation of Liability and Indemnification of Directors and Officers Maryland law permits us to include a provision in our charter eliminating the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) a final judgment based upon a finding that his or her action or failure to act was the result of active and deliberate dishonesty by the director or officer and was material to the cause of action adjudicated. Our charter contains a provision that eliminates our directors’ and officers’ liability to us and our stockholders for money damages to the maximum extent permitted by Maryland law. The MGCL requires us (unless our charter were to provide otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits us to indemnify our present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a part to, or witness in, by reason of their service in those or certain other capacities unless it is established that: • the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty; • the director or officer actually received an improper personal benefit in money, property or services; or • in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, the MGCL prohibits us from indemnifying a director or officer who has been adjudged liable in a suit by us or on our behalf or in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the standard of conduct for indemnification set forth above or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by us or on our behalf, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. In addition, the MGCL permits us to advance reasonable expenses to a director or officer upon our receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met. Our charter provides that we will have the power to obligate ourselves, and our bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to: • any present or former director or officer who is made or threatened to be made a party to, or witness in, a proceeding by reason of his or her service in that capacity; or 10 • any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, REIT, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. Our charter and bylaws provide that we have the power, with approval of our board, to provide such indemnification and advance of expenses to a person who served a predecessor of us in any such capacity described above and to any employee or agent of us or a predecessor of us. Indemnification Agreements We have entered into an indemnification agreement with each of our directors and executive officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable. We have purchased and maintain insurance on behalf of all of our directors and executive officers against liability asserted against or incurred by them in their official capacities, whether or not we are required to have the power to indemnify them against the same liability. 11 Exhibit 19.1 VICI PROPERTIES INC. INSIDE INFORMATION AND SECURITIES TRADING POLICY AND PROCEDURES (As of February 20, 2025) I. General As a public company, VICI Properties Inc. (together with its subsidiaries, the “Company”) is subject to various federal and state laws and regulations governing trading in its securities. This Inside Information and Securities Trading Policy and Procedures (this “Policy”) sets forth the Company’s corporate-wide policies, rules, guidelines and procedures with respect to inside information. It also contains procedures and limitations on buying and selling securities. It is intended to protect our sensitive information, our reputation for integrity, the integrity of our business dealings and our company and our employees from legal liability. These guidelines and procedures are designed not only to prevent violation of the law but also to assure the avoidance of any appearance of impropriety. The federal securities laws prohibit any person, whether or not the person is an “insider” in the traditional or technical legal sense, from buying and selling securities of a company while that person is in possession of material non-public information regarding the company. Such information is referred to in this Policy as “Inside Information.” Any director, officer or employee of the Company who possesses such information, either regarding the Company or regarding any tenant, borrower, manager of the Company’s properties or other publicly traded company with whom the Company has a business relationship (or potential business relationship), is considered an insider under the law and is forbidden to trade in the Company’s or such other company’s securities. The term “Insider” is used in this Policy to refer to a person in possession of such information, and the prohibited trading is referred to as “Insider Trading.” It is also illegal to pass along material non-public information to others (“tipping”), and a person who does so in violation of a duty to keep the information confidential may be liable if others trade. In short, an Insider in possession of Inside Information must abstain from trading and must exercise care not to disclose the Inside Information to others who may trade. In order to avoid even an inadvertent misuse of Inside Information, it is the Company’s policy that persons in possession of Inside Information should not disclose such information to others, except as necessary for the conduct of Company business. An individual found to have engaged in Insider Trading or tipping is subject to a wide range of serious penalties, including disgorgement and civil monetary penalties (in an amount up to three times the profit gained or the loss avoided); a prohibition against serving as an officer or director of a public company; and criminal penalties, including fines and imprisonment. Under certain circumstances, liability may also be imposed on the Company and senior employees as “Controlling Persons” if a Company employee whom they control engages in Insider Trading or tipping. Illegal trades may expose the Company to substantial civil penalties, as well as adverse publicity, embarrassment and potential private civil litigation. In order to prevent the violations and the potential liability described above, and to avoid even the appearance of impropriety, the Board of Directors of the Company has adopted this Policy (which is subject to change from time to time). It is your obligation to understand and comply with this Policy. Failure to comply with this Policy may also subject you to Company-imposed sanctions, which may include ineligibility for future participation in the Company’s equity incentive plans or termination for cause, whether or not your failure to comply with this Policy results in a violation of law. II. To Whom Does the Policy Apply? This Policy applies to every Company officer, director and employee, and to consultants to and contractors of the Company who have access to material non-public information in the course of their duties (collectively, “Covered Persons”). Covered Persons may not trade, either personally or for any account over which they exercise investment discretion, while in possession of Inside Information (even after their directorship, employment or other consulting or contractual relationship with the Company has terminated). In addition, this prohibition against Insider Trading applies to “Affiliates” of the Covered Person, defined to include the Covered Person’s family members living in the Covered Person’s home, trusts or other accounts in which the Covered Person or relatives living in his or her home have a beneficial interest, as well as any family members who do not live in the Covered Person’s household but whose transactions in Company securities are directed by or are the subject of the Covered Person’s influence or control (such as parents or children who consult with the Covered Person before they trade in Company securities) and trusts or other accounts or entities over which the Covered Person exercises control or investment influence. The Covered Person is responsible for the transactions of these other persons, and should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for the Covered Person’s own account. Certain portions of the Policy apply only to specified individuals, as described below. All employees, directors and officers of the Company will receive a copy of this Policy and be required to sign an acknowledgment that they have received it, understand it and agree to abide by it. The Company will require you to sign this Certification on an annual basis, including in electronic format. Please note that you are bound by the Policy whether or not you sign the acknowledgement. III.What Transactions are Subject to the Policy? This Policy applies to all transactions involving the Company’s securities, including the Company’s common stock, any securities that are exercisable for, or convertible or exchangeable into, shares of common stock, and any other type of securities that the Company may issue from time to time, including (but not limited to) preferred stock, notes, convertible debt and warrants, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call options or swaps relating to the Company’s securities. 2 IV.What is Inside Information? “Inside Information” includes all material information about the Company, its tenants, borrowers, managers of its properties, and other publicly traded companies with whom the Company has a business relationship (or potential business relationship) that is non-public. Information is “non-public” if it is not generally known or available to the general public. Information becomes publicly known when it is announced to the media through a press release or other official announcement or widely available public disclosure and the investing public has had sufficient time to consider the information. For purposes of this Policy, a “cleansing” public disclosure is deemed to occur 24 hours after the information is released (or if such 24-hour period ends on a day which is not a trading day, on the next succeeding trading day at the time the information was released). The courts have determined that information is “material” if a reasonable investor would consider such information important in arriving at a decision to buy, sell or hold securities. A representative list of examples of information that might be deemed material includes earnings estimates or guidance, changes in previously announced earnings estimates or guidance (or the major components of earnings), a significant expansion or curtailment of operations, a significant increase or decline in business, a significant merger or acquisition proposal or agreement, purchases or sales of properties or other substantial assets, significant new services, a significant new investment or other contract, unusual borrowings or securities offerings, changes in dividend policy, major litigation, liquidity problems, asset-quality problems, a notification that the independent auditor’s reports may not be relied on, significant impairments or other significant accounting-related changes, significant actual or potential cybersecurity incidents or data breaches and extraordinary changes to management or the Board of Directors. This list is not exhaustive; other types of information may be material at any particular time, depending upon all the circumstances. If you have any doubt as to whether certain information is or is not material, you should inquire of the Company’s Compliance Representative. As noted above, Inside Information includes not only such information about the Company, but also certain information about the Company’s tenants, borrowers, managers of its properties, and other publicly traded companies with whom the Company has a business relationship (or potential business relationship). You should consider as Inside Information all sensitive information furnished to the Company by such persons, as well as our internally generated reports or similar documents based on such information. V. What is the Policy? 1. Prohibition Against Trading When In Possession of Inside Information. No Covered Person may buy or sell any securities of the Company, or place an order to do so, when such person has Inside Information relating to the Company. This means that whenever you have Inside Information such as that described above, you may not engage in a transaction in the Company’s securities. Similarly, when you have Inside Information relating to a tenant, borrower, manager of the Company’s properties or other publicly traded companies with whom the Company has a business relationship (or potential business relationship) obtained in the course of your employment or other service with the Company, you may not engage in any 3 transaction in the securities of such other company. For example, mere awareness of Inside Information (favorable or unfavorable) relating to a Company tenant, borrower, manager of the Company’s properties or publicly traded company with whom the Company has a business relationship (or potential business relationship) obtained by Company employees in the course of negotiating with such party could result in insider trading liability if these employees were to trade in the securities of such party; or you may become aware of material, non-public information relating to another company in connection with a particular Company transaction under consideration, such as a merger or acquisition. The Company has certain commercial arrangements with publicly traded companies, including its tenants and borrowers, their respective parent companies or subsidiaries and other contractual counterparties, and thereby receives regular access to certain sensitive, non-public information of such companies. Whenever you have Inside Information such as that described above related to any publicly traded company, you may not engage in any transaction in the securities of such company or its related parties. 2. Prohibition Against “Tipping,” and Preservation of Confidentiality. You may not share or disclose Inside Information with anyone or advise any person regarding trading in the Company’s securities, except as required by law or when you are authorized to do so as part of your job responsibilities, whether or not that person is an Insider or a Covered Person, where Inside Information may be used by such person to his or her profit by trading in the securities of companies to which such information relates. This prohibition against tipping also applies when you are in possession of Inside Information of a tenant, borrower, manager of the Company’s properties or other publicly traded company with whom the Company has a business relationship (or potential business relationship). 3. Restriction on Trading in Company Securities by Directors and Officers. The Company has implemented the following additional requirements applicable to (i) all directors of the Company and their Affiliates (as defined above) and (ii) all officers of the Company subject to Section 16 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and their Affiliates: (i) Quarterly Blackout Periods. Transactions in Company securities may not be made during certain periods (each, a “Blackout Period”), including each period beginning on the last day of the applicable fiscal quarter or year-end (i.e., March 31, June 30, September 30 and December 31) and ending 24 hours after the release of that fiscal quarter or fiscal year’s financial results (or, if such 24-hour period ends on a day which is not a trading day, on the next succeeding trading day at the time the results were released), or as otherwise determined by the Compliance Representative; (ii) Interim Earnings Guidance and Event-Specific Blackouts. Transactions in Company securities may not be made during event-specific Blackout Periods, such as when the Company is in the process of assembling information to be released in connection with interim earnings guidance or an event may occur that is material to the Company and is known by only a few individuals. The existence of an event-specific Blackout Period may not be announced or may be announced only to individuals who are aware of the 4 event giving rise to the Blackout Period. If, however, a person whose trades are subject to preclearance requests permission to trade in the Company’s securities during an event-specific Blackout Period, the Compliance Representative will inform the requesting person of the existence of a Blackout Period, without disclosing the reason for the restriction. Any person made aware of the existence of an event-specific Blackout Period should refrain from trading in the Company’s securities and should not disclose the existence of the restriction to any other person; (iii) Preclearance. Prior to initiating any transaction involving the Company’s securities outside of the Blackout Period (including a stock plan transaction such as an option exercise, or a gift, a contribution to a trust or any other transfer), a director or officer, and any other persons designated by the Compliance Representative as being subject to these procedures, must first notify the Compliance Representative (or, if he or she is not available or is the person seeking preclearance, the Chief Executive Officer), in writing (including by e-mail), by describing the proposed transaction, at least one business day in advance of the proposed transaction and must comply with any other procedures established by the Compliance Representative. The Compliance Representative (or the Chief Executive Officer, as applicable) will determine whether or not the proposed transaction may be undertaken and will promptly advise the requesting person of the decision (“Preclearance”). Such Preclearance to transact may not be sought if the requesting person is then in possession of Inside Information, unless such Inside Information will have been publicly disclosed at least 24 hours prior to the requested transaction date and “cleansed” pursuant to this Policy. Additionally, even if the Preclearance request is approved, if the requesting person has or becomes aware of material non-public information or becomes subject to a Blackout Period following the receipt of such Preclearance, the transaction may not be completed. Preclearance does not, in any circumstance, relieve anyone of their legal obligation to refrain from trading while in possession of material non-public information. Preclearance of a transaction is valid for three business days (i.e., the first business day for which Preclearance to trade is received and the two business days thereafter), provided that the Preclearance approval has not been revoked by oral or written notice. If the transaction is not completed by the end of the third business day, a new Preclearance approval must be requested and obtained in order to trade. If the Compliance Representative (or the Chief Executive Officer, as applicable) determines that the transaction should not be made because of circumstances at the Company (which circumstances need not be revealed to the requesting person), the decision shall be final and be adhered to by such person. This determination remains in effect until subsequent clearance is received. If you have been denied clearance to transact, you may not disclose this to others; and (iv) Post-Transaction Notice. The persons subject to this Policy who have a reporting obligation under Section 16 of the Exchange Act shall also notify the Compliance 5 Representative of the occurrence of any transaction in the Company’s securities, including any gift, contribution to a trust or any other transfer of the Company’s securities, as soon as possible following the transaction, but in any event within one business day after effectuating the transaction. Such notification shall be in writing (including by e-mail) and should include the identity of the person, the type of transaction, the date of the transaction, the number of shares involved and, if applicable, the purchase or sale price (in each case, with respect to each individual trade, if applicable). 4. Restriction on Trading by Other Employees. Employees with access to Inside Information on a regular basis will be required to comply with the Blackout Periods and Preclearance provisions described above. This requirement will also apply to Affiliates of such designated employees. The employees in this category may change from time to time. The Company will notify you if you are subject to the Blackout Periods and Preclearance provisions described above. If you are unsure of whether you are required to comply with this Policy, you should ask the Compliance Representative before transacting in the Company’s securities. 5. Use of 10b5-1 Trading Programs; Non-Rule 10b5-1 Trading Arrangements. Notwithstanding the general prohibitions set forth above, a person subject to this Policy may effect purchases or sales of the Company’s securities pursuant to a contract, instruction or written plan that complies with the requirements of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) as then in effect (a “Rule 10b5-1 Plan”); provided that (a) the director, officer or employee was not aware of Inside Information at the time he or she entered into or adopted the Rule 10b5-1 Plan (or any modification thereof) and enters into the Rule 10b5-1 Plan in good faith, and (b) the Rule 10b5-1 Plan (or any modification thereof) has been approved in advance by the Compliance Representative. Persons subject to this Policy who are required to comply with the Blackout Period provisions may not enter into, adopt, modify or terminate any such Rule 10b5-1 Plan during any Blackout Period. The Company reserves the right to prohibit any transactions involving securities of the Company pursuant to any Rule 10b5-1 Plan if the Company determines that such a prohibition is in the best interests of the Company or is not in compliance with applicable law. Once a 10b5-1 Plan is adopted, the person must act in good faith with respect to their 10b5-1 Plan and may not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. In addition, persons subject to this policy are not permitted to have more than one overlapping Rule 10b5-1 Plan at any given time subject to the limited exceptions of Rule 10b5-1. Any adoption of a new Rule 10b5-1 Plan, or amendment or termination (including early termination) to any existing Rule 10b5-1 Plan, must be submitted to the Compliance Representative for approval at least five business days prior to the entry into, amendment or termination of such Rule 10b5-1 Plan. The Rule 10b5-1 Plan must include a representation from the person that: (a) they are not aware of any material non-public information about the Company or any security of the Company; and (b) they are adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. No sales under a Rule 10b5-1 Plan of any director or designated Section 16 officer that is approved by the Compliance Representative following the effective date of this Policy may commence prior to the expiration 6 of a cooling-off period ending the later of (i) 90 days after adoption of the Rule 10b5-1 Plan or (ii) two business days following the filing of the Company’s Form 10-Q or Form 10-K for the completed fiscal quarter in which the Rule 10b5-1 Plan was adopted. For all other persons subject to this Policy, no sales under any Rule 10b5-1 Plans approved by the Compliance Representative following the effective date of this Policy may commence prior to the expiration of a cooling-off period that is 30 days after the adoption of the Rule 10b5-1 Plan. In either case, no further preapproval of transactions conducted pursuant to the Rule 10b5-1 Plan is required. Without limiting the foregoing, any director or officer of the Company shall provide to the Company prior written notice of the adoption, modification or termination of a Rule 10b5-1 Plan or a Non-Rule 10b5-1 Trading Arrangement (as defined in Item 408 of Regulation S-K) which written notice shall include a description of the material terms of such Rule 10b5-1 Plan or Non- Rule 10b5-1 Trading Arrangement, in such detail as required to enable the Company to comply with the Company’s disclosure obligations under Item 408(a)(i) of Regulation S-K or as otherwise required by applicable law. 6. Rules for Protecting Confidentiality of Inside Information Relating to Sensitive Business Transactions. From time to time, the Company may explore property acquisitions or dispositions, joint ventures or combinations or other similar potential transactions with other companies and individuals. All information learned in the course of such dealings (including the fact the potential transaction is under consideration) is to be considered Inside Information, and must not be communicated to anyone outside the Company, except as may be required by law, or to the extent the person needs to know the information in order to render services to the Company (e.g., outside counsel or auditors). All unauthorized persons are prohibited from disclosing information about the Company on the Internet or via social media, including in forums such as chat rooms, X (formerly Twitter), Facebook, LinkedIn, etc., or on blogs where companies and their prospects are discussed, regardless of the situation. All information learned in the course of business dealings must not be communicated to other employees of the Company, except to the extent they need to know the information to fulfill their job responsibilities. Recipients of information learned in the course of such business dealings must be advised that the information is confidential and instructed about the limitations on its use. Recipients of such information must take care to ensure that the information is not inadvertently disclosed to persons other than other Company employees involved in the transaction. 7. Transactions Related to Equity Issued Under Company Incentive Plans. Unless specifically noted, this Policy does not apply to: (a) the exercise of options granted by the Company, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements, but does apply to the sale of shares received upon the exercise of those options, directly or indirectly, for example through a broker loan or sale program, and (b) the vesting of restricted stock and restricted stock units, or to the surrender of shares to the Company or the election to have the Company withhold from delivery shares otherwise issuable upon the vesting of any restricted stock or restricted stock units in order to satisfy tax withholding requirements related 7 thereto, but does apply to the sale of shares received in restricted stock grants and restricted stock units, once vested. 8. Prohibitions Against Selling Short and Trading in Options. Directors, officers and employees, and their Affiliates, may not trade in options, warrants, puts, calls or similar instruments on Company securities or sell Company securities “short.” A short sale is the sale of a security that the seller does not own at the time of the trade. Investing in Company securities provides an opportunity to share in the future growth of the Company. Investment in the Company and sharing in the growth of the Company, however, does not mean short-range speculation based on fluctuations in the market. Such activities may put the personal gain of the director, officer or employee in conflict with the best interests of the Company and its stockholders. 9. Prohibitions Against Margin Accounts and Pledges. Directors, officers and employees, and their Affiliates, may not purchase Company securities on margin, hold Company securities in a margin account or pledge Company securities as collateral for a loan. 10. Prohibitions on Hedging Transactions. Directors, officers and employees may not engage in hedging or monetization transactions involving Company securities. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedging transactions may permit a director, officer or employee to continue to own Company securities obtained through the employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other stockholders. 11. Other Restrictions. Certain persons are subject to other limitations on their ability to trade in the Company’s securities. Directors, officers and 10% beneficial owners are subject to Section 16 of the Exchange Act. Holders of “restricted” securities and affiliates of the Company are subject to Rule 144 under the Securities Act of 1933 in connection with their sales of the Company’s securities. This Policy may be amended or waived by the Board of Directors or any committee or designee to which the Board of Directors delegates this authority. The Compliance Representative has the authority to make determinations under and interpretations of this Policy. In addition, the Compliance Representative is authorized to approve amendments to this Policy that he or she deems appropriate to: (i) correct obvious errors (e.g., typographical or grammatical errors); (ii) address changes in legal requirements; (iii) clarify the meaning of this Policy; (iv) revise or update this Policy for administrative purposes; or (v) revise this Policy in a manner otherwise consistent with the intent and objectives of this Policy as expressed herein. VI.What If I Have Questions About the Policy? A Covered Person’s compliance with this Policy is of the utmost importance both for the Covered Person and the Company. This Policy is not intended to address all conceivable questions about compliance with the securities laws. A Covered Person should not try to resolve uncertainties he or she encounters as the rules relating to Insider Trading are often complex, not 8 always intuitive and carry severe consequences. If you have any questions about this Policy, you should err on the side of caution and contact the Compliance Representative before you take any other action. The General Counsel has been designated as the “Compliance Representative” for this Policy. The Compliance Representative will interpret the application of the Policy to any situations not set forth, and the determination of the Compliance Representative is final. VII. What If I Don’t Follow the Policy? The existence of a personal financial emergency does not excuse you from compliance with this Policy. Every Covered Person subject to this Policy has the individual responsibility to comply with this Policy. From time to time, you may have to forego a proposed transaction in the Company’s securities even if you planned to make the transaction before learning of the material non- public information and even though you believe that you may suffer an economic loss. If you do not adhere to the Policy, you will be subject to appropriate disciplinary action, up to and including termination of employment, in addition to any legal or regulatory consequences you may face from your conduct (as described above). 9 Exhibit 21.1 Subsidiaries of VICI Properties Inc. Name of Entity State or Country of Incorporation or Organization 2474322 Alberta ULC Alberta, Canada Biloxi Hammond, LLC Delaware Bluegrass Downs Property Owner LLC Delaware Caesars Atlantic City LLC Delaware Caesars Southern Indiana Propco LLC Delaware Cape G LLC Delaware Cascata LLC Delaware Centaur Propco LLC Delaware Chariot Run LLC Delaware Cincinnati Propco LLC Delaware Claudine Propco LLC Delaware Claudine Property Owner LLC Delaware Cleveland Propco LLC Delaware CPLV Property Owner LLC Delaware Expo Center Propco LLC Delaware Fitz Propco LLC Delaware Grand Bear LLC Delaware Grand Biloxi LLC Delaware Greektown Propco LLC Delaware GSCR Propco LLC Delaware Harrah’s Atlantic City LLC Delaware Harrah’s Bossier City LLC Louisiana Harrah’s Council Bluffs LLC Delaware Harrah’s Joliet LandCo LLC Delaware Harrah’s Lake Tahoe LLC Delaware Harrah’s Metropolis LLC Delaware Harrah’s New Orleans LLC Delaware Harrah’s Reno LLC Delaware Harvey’s Lake Tahoe LLC Delaware Horseshoe Bossier City Prop LLC Louisiana Horseshoe Council Bluffs LLC Delaware Horseshoe Tunica LLC Delaware Lady Luck C LLC Delaware Laughlin Propco LLC Delaware Mandalay Grand Holdco Venture LLC Delaware Mandalay Propco, LLC Delaware Margaritaville Propco LLC Delaware MGM Grand Propco, LLC Delaware MGM Springfield reDevelopment, LLC Massachusetts MGP Finance Co-Issuer, Inc. Delaware MGP JV Investco 1 LLC Delaware MGP JV Investco 2 LLC Delaware MGP JV Investco 2.5 LLC Delaware MGP Lessor, LLC Delaware MGP Lessor II, LLC Delaware MGP Lessor Holdings, LLC Delaware MGP Yonkers Realty Sub, LLC New York Mirage Propco LLC Delaware Miscellaneous Land LLC Delaware Miscellaneous Venetian Propco LLC Delaware Mountaineer CRR LLC Delaware New Harrah’s North Kansas City LLC Delaware New Horseshoe Hammond LLC Delaware New Laughlin Owner LLC Delaware New Tunica Roadhouse LLC Delaware Palazzo Propco LLC Delaware Philadelphia Propco LLC Delaware PropCo Gulfport LLC Delaware PropCo TRS LLC Delaware Pure CAN 1 LP Delaware Pure CAN 2 LP Delaware Pure CAN 3 LP Delaware Pure CAN 4 LP Delaware Pure CAN GP 1 LLC Delaware Pure CAN GP 2 LLC Delaware Pure CAN GP 3 LLC Delaware Pure CAN GP 4 LLC Delaware Pure CAN Holdco LLC Delaware Pure CAN Holdings GP 1 ULC Alberta, Canada Pure CAN Holdings GP 2 ULC Alberta, Canada Pure CAN Holdings GP 3 ULC Alberta, Canada Pure CAN Holdings GP 4 ULC Alberta, Canada Rio Secco LLC Delaware Riverview Properties 1 LLC Delaware Rocky Gap Propco LLC Delaware Thistledown Propco LLC Delaware V Bowl Alexandria LLC Delaware V Bowl Appleton LLC Delaware V Bowl Auburn LLC Delaware V Bowl Brentwood LLC Delaware V Bowl Burke LLC Delaware V Bowl Columbia LLC Delaware V Bowl Commack LLC Delaware V Bowl Council Bluffs LLC Delaware V Bowl Crystal River LLC Delaware V Bowl Elkhorn LLC Delaware V Bowl Falls Church LLC Delaware V Bowl Findlay LLC Delaware V Bowl Gaithersburg LLC Delaware V Bowl Georgetown LLC Delaware V Bowl Jacksonville Mandarin LLC Delaware V Bowl Jacksonville Southridge LLC Delaware V Bowl Limerick LLC Delaware V Bowl Manassas LLC Delaware V Bowl Menasha LLC Delaware V Bowl Midlothian LLC Delaware V Bowl Milwaukee LLC Delaware V Bowl North Brunswick LLC Delaware V Bowl Norwalk LLC Delaware V Bowl Pleasant Hill LLC Delaware V Bowl Port St. Lucie LLC Delaware V Bowl Reading LLC Delaware V Bowl Roanoke LLC Delaware V Bowl Rocklin LLC Delaware V Bowl Rohnert Park LLC Delaware V Bowl San Antonio LLC Delaware V Bowl Sinking Spring LLC Delaware V Bowl Spring Hill LLC Delaware V Bowl St Paul LLC Delaware V Bowl Sterling LLC Delaware V Bowl Vacaville LLC Delaware V Bowl Wichita 13th LLC Delaware V Bowl Wichita Northridge LLC Delaware V Bowl Wichita Northrock LLC Delaware Vegas Development LLC Delaware Vegas Operating Property LLC Delaware Venetian Holdco LLC Delaware Venetian Propco LLC Delaware Venetian Venue Propco LLC Delaware VICI Baby REIT 1 LLC Delaware VICI Baby REIT Sub I ULC Alberta, Canada VICI Bowl Holdco LLC Delaware VICI CAN 1 LP Alberta, Canada VICI CAN 2 LP Alberta, Canada VICI CAN 3 LP Alberta, Canada VICI CAN 4 LP Alberta, Canada VICI CAN Agent LLC Delaware VICI CAN GP 1 LLC Delaware VICI CAN GP 2 LLC Delaware VICI CAN GP 3 LLC Delaware VICI CAN GP 4 LLC Delaware VICI CAN GP 1 ULC Alberta, Canada VICI CAN GP 2 ULC Alberta, Canada VICI CAN GP 3 ULC Alberta, Canada VICI CAN GP 4 ULC Alberta, Canada VICI CAN HoldCo LLC Delaware VICI CP Propco LLC Delaware VICI CR HoldCo LLC Delaware VICI Golf LLC Delaware VICI Greenfield LLC Delaware VICI JerseyCo Limited Jersey VICI Lendco LLC Delaware VICI Lendco UK LLC Delaware VICI Note Co. Inc. Delaware VICI Properties 1 LLC Delaware VICI Properties 2 GP LLC Delaware VICI Properties 2 L.P. Delaware VICI Properties GP LLC Delaware VICI Properties Holdco LLC Delaware VICI Properties L.P. Delaware VICI Properties OP LLC Delaware VICI Revolving Lendco LLC Delaware VICI UK Holdco LLC Delaware VICI UK REIT Limited England/Wales Waterview Propco LLC Delaware WWW Propco LLC Delaware YRL Associates, L.P. New York Exhibit 21.2 Subsidiaries of VICI Properties L.P. Name of Entity State or Country of Incorporation or Organization 2474322 Alberta ULC Alberta, Canada Biloxi Hammond, LLC Delaware Bluegrass Downs Property Owner LLC Delaware Caesars Atlantic City LLC Delaware Caesars Southern Indiana Propco LLC Delaware Cape G LLC Delaware Centaur Propco LLC Delaware Cincinnati Propco LLC Delaware Claudine Propco LLC Delaware Claudine Property Owner LLC Delaware Cleveland Propco LLC Delaware CPLV Property Owner LLC Delaware Expo Center Propco LLC Delaware Fitz Propco LLC Delaware Grand Biloxi LLC Delaware Greektown Propco LLC Delaware GSCR Propco LLC Delaware Harrah’s Atlantic City LLC Delaware Harrah’s Bossier City LLC Louisiana Harrah’s Council Bluffs LLC Delaware Harrah’s Joliet LandCo LLC Delaware Harrah’s Lake Tahoe LLC Delaware Harrah’s Metropolis LLC Delaware Harrah’s New Orleans LLC Delaware Harrah’s Reno LLC Delaware Harvey’s Lake Tahoe LLC Delaware Horseshoe Bossier City Prop LLC Louisiana Horseshoe Council Bluffs LLC Delaware Horseshoe Tunica LLC Delaware Lady Luck C LLC Delaware Laughlin Propco LLC Delaware Mandalay Grand Holdco Venture LLC Delaware Mandalay Propco, LLC Delaware Margaritaville Propco LLC Delaware MGM Grand Propco, LLC Delaware MGM Springfield reDevelopment, LLC Massachusetts MGP Finance Co-Issuer, Inc. Delaware MGP JV Investco 1 LLC Delaware MGP JV Investco 2 LLC Delaware MGP JV Investco 2.5 LLC Delaware MGP Lessor, LLC Delaware MGP Lessor II, LLC Delaware MGP Lessor Holdings, LLC Delaware MGP Yonkers Realty Sub, LLC New York Mirage Propco LLC Delaware Miscellaneous Land LLC Delaware Miscellaneous Venetian Propco LLC Delaware Mountaineer CRR LLC Delaware New Harrah’s North Kansas City LLC Delaware New Horseshoe Hammond LLC Delaware New Laughlin Owner LLC Delaware New Tunica Roadhouse LLC Delaware Palazzo Propco LLC Delaware Philadelphia Propco LLC Delaware PropCo Gulfport LLC Delaware PropCo TRS LLC Delaware Pure CAN 1 LP Delaware Pure CAN 2 LP Delaware Pure CAN 3 LP Delaware Pure CAN 4 LP Delaware Pure CAN GP 1 LLC Delaware Pure CAN GP 2 LLC Delaware Pure CAN GP 3 LLC Delaware Pure CAN GP 4 LLC Delaware Pure CAN Holdco LLC Delaware Pure CAN Holdings GP 1 ULC Alberta, Canada Pure CAN Holdings GP 2 ULC Alberta, Canada Pure CAN Holdings GP 3 ULC Alberta, Canada Pure CAN Holdings GP 4 ULC Alberta, Canada Riverview Properties 1 LLC Delaware Rocky Gap Propco LLC Delaware Thistledown Propco LLC Delaware V Bowl Alexandria LLC Delaware V Bowl Appleton LLC Delaware V Bowl Auburn LLC Delaware V Bowl Brentwood LLC Delaware V Bowl Burke LLC Delaware V Bowl Columbia LLC Delaware V Bowl Commack LLC Delaware V Bowl Council Bluffs LLC Delaware V Bowl Crystal River LLC Delaware V Bowl Elkhorn LLC Delaware V Bowl Falls Church LLC Delaware V Bowl Findlay LLC Delaware V Bowl Gaithersburg LLC Delaware V Bowl Georgetown LLC Delaware V Bowl Jacksonville Mandarin LLC Delaware V Bowl Jacksonville Southridge LLC Delaware V Bowl Limerick LLC Delaware V Bowl Manassas LLC Delaware V Bowl Menasha LLC Delaware V Bowl Midlothian LLC Delaware V Bowl Milwaukee LLC Delaware V Bowl North Brunswick LLC Delaware V Bowl Norwalk LLC Delaware V Bowl Pleasant Hill LLC Delaware V Bowl Port St. Lucie LLC Delaware V Bowl Reading LLC Delaware V Bowl Roanoke LLC Delaware V Bowl Rocklin LLC Delaware V Bowl Rohnert Park LLC Delaware V Bowl San Antonio LLC Delaware V Bowl Sinking Spring LLC Delaware V Bowl Spring Hill LLC Delaware V Bowl St Paul LLC Delaware V Bowl Sterling LLC Delaware V Bowl Vacaville LLC Delaware V Bowl Wichita 13th LLC Delaware V Bowl Wichita Northridge LLC Delaware V Bowl Wichita Northrock LLC Delaware Vegas Development LLC Delaware Vegas Operating Property LLC Delaware Venetian Holdco LLC Delaware Venetian Propco LLC Delaware Venetian Venue Propco LLC Delaware VICI Baby REIT 1 LLC Delaware VICI Baby REIT Sub I ULC Alberta, Canada VICI Bowl Holdco LLC Delaware VICI CAN 1 LP Alberta, Canada VICI CAN 2 LP Alberta, Canada VICI CAN 3 LP Alberta, Canada VICI CAN 4 LP Alberta, Canada VICI CAN Agent LLC Delaware VICI CAN GP 1 LLC Delaware VICI CAN GP 2 LLC Delaware VICI CAN GP 3 LLC Delaware VICI CAN GP 4 LLC Delaware VICI CAN GP 1 ULC Alberta, Canada VICI CAN GP 2 ULC Alberta, Canada VICI CAN GP 3 ULC Alberta, Canada VICI CAN GP 4 ULC Alberta, Canada VICI CAN HoldCo LLC Delaware VICI CP Propco LLC Delaware VICI CR HoldCo LLC Delaware VICI Greenfield LLC Delaware VICI JerseyCo Limited Jersey VICI Lendco LLC Delaware VICI Lendco UK LLC Delaware VICI Note Co. Inc. Delaware VICI Properties 1 LLC Delaware VICI Properties 2 GP LLC Delaware VICI Properties 2 L.P. Delaware VICI Revolving Lendco LLC Delaware VICI UK Holdco LLC Delaware VICI UK REIT Limited England/Wales Waterview Propco LLC Delaware WWW Propco LLC Delaware YRL Associates, L.P. New York Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-264352 on Form S-3 and Registration Statement No. 333-220949 on Form S-8 of our reports dated February 20, 2025, relating to the financial statements of VICI Properties Inc. and the effectiveness of VICI Properties Inc.’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2024. /s/ Deloitte & Touche LLP New York, New York February 20, 2025 Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-264352 on Form S-3 of our reports dated February 20, 2025, relating to the financial statements of VICI Properties L.P. and the effectiveness of VICI Properties L.P.’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2024. /s/ Deloitte & Touche LLP New York, New York February 20, 2025 Exhibit 31.1 I, Edward B. Pitoniak, certify that: 1. I have reviewed this annual report on Form 10-K of VICI Properties Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 20, 2025 By: /S/ EDWARD B. PITONIAK Edward B. Pitoniak Chief Executive Officer Exhibit 31.2 I, David Kieske, certify that: 1. I have reviewed this annual report on Form 10-K of VICI Properties Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 20, 2025 By: /S/ DAVID A. KIESKE David A. Kieske Chief Financial Officer Exhibit 31.3 I, Edward B. Pitoniak, certify that: 1. I have reviewed this annual report on Form 10-K of VICI Properties L.P.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 20, 2025 By: /S/ EDWARD B. PITONIAK Edward B. Pitoniak Chief Executive Officer Exhibit 31.4 I, David Kieske, certify that: 1. I have reviewed this annual report on Form 10-K of VICI Properties L.P.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 20, 2025 By: /S/ DAVID A. KIESKE David A. Kieske Chief Financial Officer Exhibit 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of VICI Properties Inc. (the “Company”), hereby certifies, to such officer's knowledge, that: (i) the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 20, 2025 By: /S/ EDWARD B. PITONIAK Edward B. Pitoniak Chief Executive Officer The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Exhibit 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of VICI Properties Inc. (the “Company”), hereby certifies, to such officer's knowledge, that: (i) the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 20, 2025 By: /S/ DAVID A. KIESKE David A. Kieske Chief Financial Officer The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Exhibit 32.3 Certification of Principal Executive Officer Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of VICI Properties L.P. (the “Partnership”), hereby certifies, to such officer's knowledge, that: (i) the accompanying Annual Report on Form 10-K of the Partnership for the year ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. Date: February 20, 2025 By: /S/ EDWARD B. PITONIAK Edward B. Pitoniak Chief Executive Officer The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Exhibit 32.4 Certification of Principal Financial Officer Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of VICI Properties L.P. (the “Partnership”), hereby certifies, to such officer's knowledge, that: (i) the accompanying Annual Report on Form 10-K of the Partnership for the year ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. Date: February 20, 2025 By: /S/ DAVID A. KIESKE David A. Kieske Chief Financial Officer The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing.