VICIVici Properties
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. 10-K, Item 1
- Headquarters
- New York, NY
- CEO
- Edward Baltazar Pitoniak
- Next results
- around Feb 24, 2027
11 paragraphs in Risk Factors of the 10-K filed Feb 25, 2026 with nothing like them in the 10-K filed Feb 20, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 29 Real estate companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
Financial difficulties experienced by any of our tenants, borrowers or guarantors, including their potential bankruptcy or insolvency, could result in defaults under, or requests to modify or terminate, their lease agreements, related guarantees or loan agreements, or otherwise have a material adverse effect on our business.
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Adverse developments affecting any of them, whether arising from conditions in the markets in which a tenant operates, the performance of such tenant’s portfolio or individual properties therein, or broader economic or industry factors, could impair such tenant’s ability to perform its obligations under its lease agreement with us. In such circumstances, a tenant could default on its obligations or, in advance thereof or in connection therewith, seek to modify or renegotiate its lease agreement with us, including with respect to economic provisions (such as rent escalators, base rental payments, capital expenditure requirements, or other provisions), covenants, or changes with respect to the composition of properties under the lease agreement (including the potential sale or disposition of such properties, whether to the tenant or other third parties). A tenant also could take other actions that could impact us, including seeking the ability to sell certain of its operations at our properties, electing not to renew its lease at maturity or pursuing a strategic transaction. Any such modification, non-renewal, strategic transaction or other action could materially and adversely affect our results of operations, the value of the underlying real estate or our ability to re-lease such real estate on comparable terms, or at all. These risks are heightened with respect to our larger tenants due to, among other things, the concentration of our revenues received from them. For example, market commentary has arisen regarding the performance of properties we lease to Caesars under the Caesars Regional Master Lease and the potential impact of such performance on the Company. This recent performance and related market narratives has adversely affected the market price of our common stock and may adversely affect our business and financial performance.
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Pursuant to our investment strategy, we have and may continue to make investments that involve entering into new asset classes or sectors, or utilize novel transaction structures such as strategic co-investment ventures, joint ventures, funds, and other forms of investment partnership. These new asset classes and transaction structures may have new, different or increased risks compared to what we are currently exposed to in our business and we may not be able to manage these risks successfully. In particular, such risks include potential impacts on our regulatory requirements, including our ability to maintain our REIT status; effectively navigating shared approval rights or governance with partners or investors whose economic interests may diverge from ours; addressing additional capital requirements or partner funding failures requiring us to contribute additional capital or raise funds or incur indebtedness on unfavorable terms; addressing contractual restrictions on our ability to transfer interests or exit investments when desired; and addressing potential disputes with partners that divert management attention and result in potential litigation, arbitration, or termination, and increased expenses. If we are not able to successfully manage the risks associated with such activity, it could have an adverse effect on our business, financial condition and results of operations.
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Our lending activities involve distinct risks compared to our acquisition and leasing of real estate, including with respect to development and construction loans for non-stabilized properties which carry additional risks, including cost overruns, completion delays, operational underperformance, and other issues that could have a material adverse effect on us.
Certain of our debt investments are investments in development and construction loans. These loans typically involve future funding obligations and may be riskier than other types of loans as a result of potential cost overruns, construction delays and uncertainty as to the future financial performance of the underlying property. Further, under the terms of these loans, we may be obligated to fund all or a significant portion of such loans at one or more future dates, including on a delayed draw basis, and we may not have the funds available on attractive terms, or at all, at such time to meet our funding obligations under our funding commitments. If we fail to meet our funding obligations, we would likely be in breach of such obligations unless we
are able to raise the funds from alternative sources, which we may not be able to achieve on favorable terms or at all, or make other arrangements.
Furthermore, there could be other adverse impacts associated with the funding of development, construction or pre-stabilization loans, including increased costs that the borrower is unable or unwilling to pay, and other negative consequences, up to and including a bankruptcy filing by the borrower if they fail to fund their portion of the development project or experience cost overruns or other negative developments that impair their ability to complete the project and commence operations. In addition, other negative developments including construction delays, disruptions in supply chains, cost increases associated with building materials and construction services, environmental and remediation efforts, and costs or difficulties associated with obtaining construction permits and complying with local regulations, availability and cost of labor, and cost overruns, as well as changes in the value of collateral during construction or prior to stabilization, may adversely affect our investments or our realization of the anticipated benefits from such investments. In addition, borrowers may not have access to capital, which in turn, may result in the borrower’s inability to complete the project or, in the case of a construction loan, repay our loan in full or on a timely basis. In such cases, the borrower could default on its obligations or, in advance thereof or in connection therewith, seek to modify or renegotiate the terms of its loan agreement with us, including with respect to economic provisions, covenants, or other changes. Such borrowers could also take other actions that could impact us, including seeking to sell the development or operations, or other strategic action that does not align with our interests as a lender.
We may incur significant costs and liabilities in foreclosing on any property subject to a construction or development financing if the borrower fails to perform its obligations under the applicable loan and/or development documents, in addition to other costs and risks associated with completing construction of the property as described above. We may incur a significant loss selling or leasing the property if we are unable to do so on terms reasonably acceptable to us, or at all.
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In addition, certain of our investments, such as the North Fork loan, are secured by the property and assets of the borrower, including cash flows and revenues generated by the property, but excluding real property or any interests therein. Accordingly, investments where the underlying property is on tribal land may expose us to additional risks related to our ability to realize repayment of loaned amounts, the enforceability of contractual provisions, including limited waivers of sovereign immunity (to the extent applicable) and customary rights and remedies with respect to such investments or the assets secured as collateral, up to and including limitations on the ability to exercise customary foreclosure remedies in the event of a default. In addition, in the event of a foreclosure, the applicable borrower or its operating subsidiary may not be replaceable as operator of the gaming operations at such property and the assets of such borrower and its applicable subsidiaries may be insufficient to ensure payment in full to us of the amounts lent under such loan arrangements.
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Uncertainty in the macroeconomic environment, including heightened interest rates and uncertainty regarding future interest rates, have and may continue to negatively affect us.
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• 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
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New in the latest 10-Q
11 paragraphs in the 10-Q filed Oct 28, 2026 with nothing like them in the 10-Q filed Jul 29, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
the operations of Northfield Park, with additional credit support provided by financial covenants within the lease.
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(5) The Senior Secured Notes were repaid in full during the three months ended September 30, 2026.
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During the three months ended September 30, 2026, we recognized a $ 458.0 million increase in our allowance for credit losses. Of this amount, approximately $ 313.2 million related to Caesars, reflecting (i) an increase in the estimate for the Long-Term Period PD for Caesars as a result of a rating agency’s downgrade of the credit rating of Caesars’ senior secured debt, which reflected the rating agency’s assessment of Caesars’ anticipated capital structure upon completion of its pending acquisition, and (ii) an increase in the allowance on the Caesars Regional Master Lease and the Joliet Lease.
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The change in allowance of the Caesars Regional Master Lease and the Joliet Lease for the quarter is primarily driven by revised estimates of future credit losses during the tenant renewal periods, commencing on August 1, 2035, which are included in the lease term under GAAP and required to be included in the CECL estimate (refer to Note 2 - Summary of Significant
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Accounting Policies - Lease Term for further details). The change accounts for the current operating performance of the properties, and assumptions regarding the future operating performance and estimated market rent at the time of renewal.
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The remaining increase was primarily driven by (i) the equity market performance of certain of our tenants, which impacts the reasonable and supportable period, or R&S Period, probability of default, or PD, (ii) updated assumptions relating to certain of our loans, including estimated recoveries, as applicable, and (iii) standard annual updates to the CECL model and certain related inputs and negative changes in the macroeconomic forecast during the current quarter.
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On August 14, 2026, VICI LP issued the August 2026 Notes comprised of (i) $ 900.0 million aggregate principal amount of 5.400 % Senior Notes due 2031, which mature on October 15, 2031, and (ii) $ 850.0 million aggregate principal amount of 5.750 % Senior Notes due 2036, which mature on October 15, 2036, in each case pursuant to an indenture dated as of April 29, 2022, as supplemented by a supplemental indenture dated as of August 14, 2026, between VICI LP and UMB Bank, National Association, as the trustee. We used the net proceeds of the August 2026 Notes to redeem our then-outstanding (i) $ 480.5 million aggregate principal amount of 4.500 % Exchange Notes due 2026, (ii) $ 1.25 billion aggregate principal amount of 4.250 % November 2019 Notes due 2026, and (iii) $ 19.5 million aggregate principal amount of 4.500 % MGP OP Notes due 2026.
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Our investment in the real estate assets of the MGM Grand and Mandalay Bay, through an entity that holds these assets (the “MGM Grand/Mandalay Bay PropCo”), is financed with CMBS debt (the “MGM Grand/Mandalay Bay CMBS Debt”) and is
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Subsequent to quarter-end, on October 27, 2026, our Board of Directors authorized a share repurchase program (the “Share Repurchase Program”) for up to $ 2.0 billion in shares of our common stock, which will expire on September 30, 2029. Repurchases under the Share Repurchase Program may be made from time to time at our discretion through open market purchases, privately negotiated transactions, Rule 10b5-1 plans or other methods, in accordance with applicable securities laws. The Share Repurchase Program does not obligate us to repurchase any particular amount of common stock and may be suspended or discontinued at any time.
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• Senior Unsecured Notes Offering. On August 14, 2026, VICI LP issued the August 2026 Notes, comprised of (i) $900.0 million aggregate principal amount of 5.400% Senior Notes due 2031, which mature on October 15, 2031, and (ii) $850.0 million aggregate principal amount of 5.750% Senior Notes due 2036, which mature on October 15, 2036, in each case under a supplemental indenture dated as of August 14, 2026, between VICI LP and UMB Bank, National Association, as the trustee. We used the net proceeds of the August 2026 Notes offering to redeem our then-outstanding (i) $480.5 million aggregate principal amount of 4.500% Exchange Notes due 2026, (ii) $1.25 billion aggregate principal amount of 4.250% November 2019 Notes due 2026, and (iii) $19.5 million aggregate principal amount of 4.500% MGP OP Notes due 2026.
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• Share Repurchase Program. Subsequent to quarter-end, on October 27, 2026, our Board of Directors authorized the Share Repurchase Program for up to $2.0 billion in shares of our common stock, which will expire on September 30, 2029. Repurchases under the Share Repurchase Program may be made from time to time at our discretion through open market purchases, privately negotiated transactions, Rule 10b5-1 plans or other methods, in accordance with applicable securities laws. The Share Repurchase Program does not obligate us to repurchase any particular amount of common stock and may be suspended or discontinued at any time.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 28, 2026 against Item 1A of the 10-K filed Feb 25, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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A description of certain factors that may affect our future results and risk factors is set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, and is incorporated by reference into this Item 1A. There have been no material changes to those factors for the nine months ended September 30, 2026.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Work on VICI in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
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