10-K 0001705696-26-000034 (2026-02-25) vs 10-K 0001705696-25-000033 (2025-02-20)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 17,543 |
17.3% |
| MD&A | Item 7 | 8,902 |
27.2% |
| Legal Proceedings | Item 3 | 59 |
not compared |
| Accounting Policies | 10-K text, Note 2 – Summary of Significant Accounting Policies | 5,556 |
14.7% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 300 words changed in this paragraph; it is 65% similar to last year's version.
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 unauthorized access attempts, denial of service or intrusions over the internet, malware, ransomware or other extortion tactics, computer phishing attempts and other forms of social engineering, fraudulent schemes, other cybersecurity incidents, attacks, intentional or unintentional intrusions or interruptions. We have experienced cybersecurity events such as viruses, phishing attempts and attacks on our IT networks and related 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 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 Further, these risks are exacerbated with the advancement and accessibility of artificial intelligence (“AI”) technology, including the adoption of AI tools by us or by third parties. Threat actors may use AI technology and tools to develop new, more sophisticated attacks or automate or increase the frequency of such attacks. We use software and platforms designed to detect such cybersecurity threats, but these threats could become more sophisticated and harder to detect and counteract, which may pose significant risks to our data security and systems. An actual or suspected 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 mitigate any resulting damages; impact; (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.
Source: Item 1A, 10-K 0001705696-26-000034 vs Item 1A, 10-K 0001705696-25-000033
Accounting Policies 142 words changed in this paragraph; it is 34% similar to last year's version.
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. The operating partnership, VICI OP, is a variable interest entity (“VIE”) of which we are the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. Substantially all of our assets and liabilities relate to VICI LP, whose limited partnership interest is 100% owned by VICI OP. Therefore, we consolidate the accounts of VICI LP and reflect the third-party ownership in VICI OP as a non-controlling interest on the Consolidated Balance Sheets. 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.
Source: 10-K text, Note 2 – Summary of Significant Accounting Policies, 10-K 0001705696-26-000034 vs 10-K text, Note 2 – Summary of Significant Accounting Policies, 10-K 0001705696-25-000033
MD&A 111 words changed in this paragraph; it is 60% similar to last year's version.
As a triple-net lessor, we believe we are generally in a strong creditor position relative to other creditors given our ownership of the real estate on and in which our tenants’ operations take place and are structurally insulated from our tenants’ short-term operational and performance impacts of our tenants, fluctuations, both positive and negative. However, the if our tenants experienced significant negative operational and financial performance over longer, extended periods of time, such performance may have an adverse effect on our business. Our loan investments are similarly subject to risks related to borrower performance. The full extent to which the trends set forth described herein adversely affect our tenants, tenants and borrowers, the industries in which they operate, and/or ultimately impact our business depends on future developments that cannot be predicted with confidence, including our tenants’ and borrowers’ business strategy and financial performance, the direct and indirect effects of such the 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) this section and the impact of any future measures taken in response to such trends on our tenants. trends.
Source: Item 7, 10-K 0001705696-26-000034 vs Item 7, 10-K 0001705696-25-000033
Every change, by type
Sentences and paragraphs of VICI's Risk Factors and MD&A, 10-K 2026-02-25 against 10-K 2025-02-20.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
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
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
Uncertainty in the macroeconomic environment, including heightened interest rates and uncertainty regarding future interest rates, have and may continue to negatively affect us.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
• 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
Read it in 10-K 2026-02-25 at sec.gov ↗
RemovedRisk Factors
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
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
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
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;
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
Heightened interest rates have, and may continue to, increase our overall interest expense.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RewordedRisk Factors
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
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
If a tenant or borrower is unable to meet its financial obligations, including required payments to us, such inability may result in delayed rental or loan payments, failure by such tenant or borrower to fulfill their contractual obligations under their lease or loan agreement, such tenant or borrower seeking modifications to their lease or loan agreement, or such tenant’s or borrower’s bankruptcy or insolvency.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
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 and internet gaming, sports betting and other forms of gaming and betting in the United States and, in a broader sense, gaming operators face competition from all manner of leisure and entertainment activities. States, including emerging platforms such as prediction markets.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
We are subject to the face credit risk of from our tenants and borrowers in connection with the rental borrowers, who may fail to meet their payment and other obligations owed to us under the applicable leases, guarantees, loans and other financing agreements. related guarantees.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
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 federal, state, local, and foreign corporate-level income taxes as regular C corporations (i.e., corporations generally subject to corporate-level income tax under Subchapter C of Chapter 1 of the Code).
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
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 be at risk of violating certain financial or operating covenants under its leases or other agreements with us or other counterparties, or become unable or unwilling to satisfy its payment and other obligations under their leases or other agreements with us. us or other counterparties.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
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 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.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
We are subject to additional risks due to from our international investments and acquisitions, including properties that we own, or may acquire in the future, located outside the United States. States or on tribal land.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
If we cannot make investments in a sufficient quantity of gaming properties and or other experiential properties (including the timely reinvestment of the proceeds from the repayment of our outstanding loans) at favorable prices 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.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
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 agreements, which typically feature longer lease terms, with a weighted average lease term (inclusive of extension options) of all of our lease agreements as of December 31, 2024 2025 of 40.7 39.6 years.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
In addition, in an elevated the current interest rate environment, new debt, whether fixed or variable, is likely to may 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 maturing debt with new debt at equal or better interest rates.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
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), declining domestic and international tourism, including as a result of tariffs, trade barriers, and political or diplomatic instability, and acts of terrorism, should such developments occur in or nearby, or otherwise impact, Las Vegas.
Read it in 10-K 2026-02-25 at sec.gov ↗
Quiet changesRisk Factors
As a result, we cannot make assurances that we or our tenants will be able to fully insure such losses or collect, fully collect, if or at all, on claims relating to the properties.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
•Announced a $1.16 billion transaction to acquire seven casino properties from Golden and enter into the Golden Master Lease with a newly formed entity that will be owned and controlled by Blake L. Sartini, current chairman and chief executive officer of Golden, with an initial annual rent of $87.0 million.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
•Made three real estate debt investments totaling $966.0 million of commitments.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
•PENN Lease Combination. On December 4, 2025, we and PENN combined the existing individual leases with respect to the Hollywood Casino at Greektown (the “Greektown Lease”) in Detroit, Michigan, and the Margaritaville Resort Casino (the “Margaritaville Lease”) in Bossier City, Louisiana, into one master lease for both properties (the “PENN Master Lease”). The PENN Master Lease has total annual rent equal to $80.7 million (the “Combined Rent”), representing the combined annual rent amounts under the Greektown Lease and the Margaritaville Lease as of December 4, 2025. There was no change to the aggregate amount of rent collected by us as a result of the combination. Annual rent escalation on the Combined Rent will occur on June 1 of each year based on the following construct: on June 1, 2026, the Combined Rent will escalate at a fixed 1.0%, and beginning on June 1, 2027, and for each year thereafter, the Combined Rent will escalate at 1.0% if the minimum net revenue to rent ratio (the “Minimum Ratio”) is achieved. The Minimum Ratio will be set as of June 1, 2026 and will be based on the sum of net revenues generated by the two assets over the performance period from June 1, 2025 to May 31, 2026, divided by the Combined Rent. The PENN Master Lease has an initial maturity on May 23, 2034 with four 5-year tenant renewal options. The existing guarantor under the Greektown Lease and Margaritaville Lease remains the same for the PENN Master Lease with PENN continuing to guarantee all obligations.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
•Golden Entertainment Transaction. On November 6, 2025, we announced that we entered into an agreement to acquire 100% of the land, real property and improvements of seven casino properties (the “Golden Portfolio”) from Golden for $1.16 billion and to enter into the Golden Master Lease with a newly formed entity that will be owned and controlled by Blake L. Sartini, current chairman and chief executive officer of Golden, which entity will acquire the operating business of Golden in connection with the closing of the transaction. The Golden Portfolio includes: The STRAT Hotel, Casino & Tower on the North Las Vegas Strip; Arizona Charlie’s Decatur and Arizona Charlie’s Boulder in the Las Vegas Locals market; Aquarius Casino Resort and Edgewater Casino Resort in Laughlin, Nevada; and Pahrump Nugget Hotel & Casino and Lakeside RV Park & Casino in Pahrump, Nevada. The Golden Portfolio features approximately 362,000 square feet of casino space, over 6,000 hotel rooms, 4,306 slot machines and 78 table games.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
The Golden Master Lease will have an initial total annual rent of $87.0 million and an initial term of 30 years, with four 5-year tenant renewal options. Rent under the Golden Master Lease will escalate annually at 2.0% beginning in Lease Year 3. The obligations of Golden OpCo under the Golden Master Lease will be guaranteed by a holding company that is owned and controlled by Mr. Sartini and owns all of the gaming and operating assets of Golden, with additional credit support provided by financial covenants within the lease. Golden shareholders will receive approximately 24.3 million shares of newly issued VICI stock in exchange for the outstanding shares of Golden stock, which represents an agreed-upon exchange ratio of 0.902 per share of Golden’s common stock based on VICI’s 10-day volume weighted average price as of November 5, 2025, as well as cash consideration that is payable by an affiliate of the Golden OpCo. In connection with the transaction, we will assume and immediately retire Golden’s outstanding $426.0 million of debt using a combination of cash on hand, net proceeds available pursuant to forward sale agreements and/or drawing down funds available under our revolving credit facility. We do not expect to require additional financing, including capital markets activity, to complete the transaction. The transaction is expected to close in mid-2026, subject to the approval of the Golden stockholders, as well as customary closing conditions and regulatory approvals.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
•Northfield Park Severance Lease. On October 16, 2025, we announced that, in connection with MGM’s agreement to sell the operations of Northfield Park (“Northfield Park”), located in Northfield, Ohio, to an affiliate of funds managed by Clairvest Group Inc. (“Clairvest”), we agreed to enter into (i) a new triple-net lease agreement with an affiliate of Clairvest with respect to the real property of Northfield Park (“Northfield Park Lease”) and (ii) an amendment to the existing MGM Master Lease in order to account for MGM’s divestiture of the operations of Northfield Park and to reduce the annual base rent under the MGM Master Lease by the initial base rent under the Northfield Park Lease. The Northfield Park Lease will have an initial annual base rent of $53.0 million (or $54.0 million if the transaction closes on or after May 1, 2026 to reflect the 2.0% annual escalation provided under the MGM Master Lease). Upon closing, the Northfield Park Lease will begin a new 25-year lease term with three 10-year tenant renewal options, with other economic terms substantially similar to the MGM Master Lease, including escalation of 2.0% per annum (with escalation equal to the greater of 2.0% and the change in CPI (capped at 3.0%) beginning at the same time as the MGM Master Lease in 2032) and a minimum capital expenditure requirement equal to 1.0% of annual net revenue. The Northfield Park Lease will be guaranteed by an affiliate of funds managed by Clairvest that will own the operations of Northfield Park. The transaction is subject to customary closing conditions and regulatory approvals and
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
•North Fork Casino Loan. On April 4, 2025, we provided a commitment of up to $510.0 million of a $725.0 million delayed draw term loan facility (the “Term Loan Arrangement”) to the North Fork Rancheria Economic Development Authority, a wholly owned entity of the North Fork Rancheria of Mono Indians of California. Proceeds from the Term Loan Arrangement will be used for the development of the North Fork Mono Casino & Resort (“North Fork”) located near Madera, California, which will be developed and managed by affiliates of Red Rock Resorts, Inc. (“Red Rock Resorts”). The Term Loan Arrangement consists of a $340.0 million Term Loan A, of which we have committed up to $125.0 million, and a $385.0 million Term Loan B, of which we have committed up to the full $385.0 million, for a total commitment of $510.0 million. The Term Loan A has an initial term of five years and the Term Loan B has an initial term of six years. The project is expected to be funded in accordance with a construction draw schedule and is expected to be completed in the second half of 2026.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
Our tenants’ and borrowers’ business strategies and their ability to execute their business plans effectively, including in response to evolving competitive, regulatory and consumer dynamics, may also impact our performance, especially over the long-term. The gaming industry continues to experience intensifying competition from multiple sources, including the expansion of gaming in new jurisdictions, the growth of internet gaming, sports betting and other alternatives and accompanying regulatory developments, and evolving consumer preferences and behaviors. Other experiential industries also face varying degrees of competition and other emerging developments that require strategic engagement.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
The degree to which individual operators successfully execute their business plans, including navigating these competitive challenges, varies significantly. Strategies that lack sufficient investment in revenue growth, marketing and customer reinvestment, product offering and amenity enhancements, and competitive positioning may result in performance declines over time. These strategic decisions by our tenants and borrowers regarding, among other things, capital allocation, property
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
improvements, technology investments, and marketing, and their ability to successfully implement such initiatives, may influence their ability to maintain market position and financial performance, which in turn may affect their ability to fulfill their contractual obligations pursuant to our lease and loan agreements, as applicable, and therefore, the value of our properties and our overall financial performance.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
Pursuant to our portfolio and asset management function, we monitor all of our tenants’ performance at our properties, as well as our borrowers’ performance under our investments, on an ongoing basis to evaluate the near-term financial health of these assets and investments and seek to ensure their long-term viability. Through these efforts, we have observed, and Caesars management has publicly reported, declining profitability of their operations at certain properties we lease to Caesars under the Caesars Regional Master Lease. Accordingly, we continue to evaluate Caesars’ financial performance and ability to maintain compliance with the terms of the Caesars Regional Master Lease.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
We believe we remain structurally insulated from short-term operational and financial disruptions in light of the Caesars Regional Master Lease’s remaining nine years in its initial lease term with an initial maturity in July 2035. This is further reinforced by the contractual parent guarantee, pursuant to which Caesars Entertainment, Inc. guarantees throughout the entire lease term the prompt and complete payment and performance in full of all monetary and non-monetary obligations of the tenants under the Caesars leases. However, Caesars’ continued underperformance within the regional portfolio leased from VICI and related market narratives have, and may continue to have, an adverse effect on our stock performance and, accordingly, our cost of capital. In particular, market commentary has arisen regarding the potential impact of such performance trends, including questions from investors and analysts regarding, among other things, the long-term viability of the Caesars Regional Master Lease and potential modifications to address such concerns.
Read it in 10-K 2026-02-25 at sec.gov ↗
RemovedMD&A
•Invested $411.8 million through our Partner Property Growth Fund adding $33.2 million in annualized rent to our portfolio.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
•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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
•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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
(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
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
◦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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
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-
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RewordedMD&A
Year Ended December 31, (In thousands, except share data and per share data) 2025 2024 2023 Net income attributable to common stockholders $ 2,775,493 $ 2,678,810 $ 2,513,540 Real estate depreciation — — Joint venture depreciation and non-controlling interest adjustments — 1,426 FFO attributable to common stockholders 2,775,493 2,678,810 2,514,966 Non-cash leasing and financing adjustments (524,187) (537,708) (515,488) Non-cash change in allowance for credit losses 177,887 126,720 102,824 Non-cash stock-based compensation 16,195 17,511 15,536 Transaction and acquisition expenses 7,729 4,567 8,017 Amortization of debt issuance costs and original issue discount 72,337 71,592 70,452 Other depreciation 3,115 3,428 3,741 Capital expenditures (1,238) (3,007) (2,842) Other gains (1) (2,658) (581) (4,456) Deferred income tax (benefit) provision (benefit) (1,743) 5,439 (10,426) Joint venture non-cash Non-cash adjustments and attributable to non-controlling interest adjustments interests 3,326 4,022 4,716 AFFO attributable to common stockholders 2,526,256 2,370,793 2,187,040 Interest expense, net 756,914 738,410 723,634 Current income tax expense 4,178 4,265 4,285 Joint venture interest expense and Adjustments attributable to non-controlling interest adjustments interests (8,639) (8,551) (5,287) Adjusted EBITDA attributable to common stockholders $ 3,278,709 $ 3,104,917 $ 2,909,672 Net income per common share Basic $ 2.61 $ 2.56 $ 2.48 Diluted $ 2.61 $ 2.56 $ 2.47 FFO per common share Basic $ 2.61 $ 2.56 $ 2.48 Diluted $ 2.61 $ 2.56 $ 2.48 AFFO per common share Basic $ 2.38 $ 2.26 $ 2.16 Diluted $ 2.38 $ 2.26 $ 2.15 Weighted average number of shares of common shares outstanding Basic 1,062,006,448 1,046,739,537 1,014,513,195 Diluted 1,062,693,062 1,047,675,111 1,015,776,697
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
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, agreements and the incremental rent increase increases from the Venetian Capital Investment (which occurred in July and October 2024, 2024 and January 2025), as well as the incremental interest income associated with additional loan fundings and originations.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Additionally, The increase was primarily driven by an increase in the weighted average annualized interest rate of our debt, net of the impact of the forward-starting interest rate swaps and treasury locks, increased to 4.46% during the year ended December 31, 2025 compared to 4.34% during the year ended December 31, 2024 from 4.33% during the year ended December 31, 2023, 2024, 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, the December 2024 Notes and December 2024 the April 2025 Notes as compared to the debt that was refinanced by such notes.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
However, the current macroeconomic environment, including heightened uncertainty around changing interest rates and market volatility, inflationary or recessionary threats, impacts our business in certain respects, such as by increasing our interest expense with respect to any borrowings under our Revolving Credit Facility and the refinancing of recent and upcoming debt maturities, any borrowings under our Revolving Credit Facility, the impact of CPI-based annual rent escalation under certain of our leases, 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. prospects and financial performance.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
However, the The full extent to which the trends set forth described herein adversely affect our tenants, tenants and borrowers, the industries in which they operate, and/or ultimately impact our business depends on future developments that cannot be predicted with confidence, including our tenants’ and borrowers’ business strategy and financial performance, the direct and indirect effects of such the 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) this section and the impact of any future measures taken in response to such trends on our tenants. trends.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
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, gains (or losses), deferred income tax benefits expenses and expenses, benefits, 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 interests with respect to certain of the foregoing.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
As a triple-net lessor, we believe we are generally in a strong creditor position relative to other creditors given our ownership of the real estate on and in which our tenants’ operations take place and are structurally insulated from our tenants’ short-term operational and performance impacts of our tenants, fluctuations, both positive and negative.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
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, the holders of the Lucky Strike OP Units (as defined in Note 2 - Summary of Significant Accounting Policies) and to the 20% third-party owners of Harrah’s Joliet LandCo LLC, normal recurring operating expenses, recurring expenditures for corporate and administrative needs, certain lease and other contractual commitments related to our golf operations and certain non-recurring expenditures.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
We used the net proceeds of the offering to redeem (i) $1,024.2 $800.0 million in aggregate principal amount of 5.625% Senior Notes 4.625% senior unsecured notes due May 1, 2024 2025 and (ii) $25.8 $500.0 million in aggregate principal amount of 5.625% Senior Notes the 4.375% senior unsecured notes due May 1, 2024. 2025.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
(In thousands) 2025 2024 2023 Variance ($) Cash, cash equivalents and restricted cash Provided by operating activities $ 2,509,991 $ 2,381,498 $ 2,181,009 $ 200,489 128,493 Used in investing activities (904,766) (922,781) (2,899,095) 1,976,314 (Used in) provided by 18,015 Used in financing activities (1,566,521) (1,457,121) 1,031,790 (2,488,911) (109,400) Net increase in cash, cash equivalents and restricted cash $ 38,864 $ 2,041 $ 313,641 $ (311,600) 36,823
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Treasury Rate Lock agreements Since the forward-starting swaps were hedging the interest rate risk on the respective senior unsecured notes April 2025 Notes offering, the unrealized gain in Accumulated other comprehensive income is being will be amortized over the term of the respective derivative instruments, which matches that of the underlying notes, note, as a decrease in interest expense.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
As of December 31, 2024, 2025, we had $17.1 billion of debt obligations outstanding, of which $500.0 million matures on September 1, 2026 and $1.25 billion matures on December 1, 2026.
Read it in 10-K 2026-02-25 at sec.gov ↗
Quiet changesMD&A
We believe that we have sufficient liquidity to meet our material cash requirements, including our contractual obligations, debt maturities and commitments as well as our additional funding requirements, primarily through currently available cash and cash equivalents, cash received under our lease agreements, existing borrowings from banks, including our undrawn capacity under our Revolving Credit Facility, net proceeds available under our outstanding forward sale agreements, and proceeds from any future issuances of debt and equity securities (including issuances under any future “at-the-market” program) for the next 12 months and in future periods.
Read it in 10-K 2026-02-25 at sec.gov ↗
