VICI Properties Inc.

“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.”

“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.”

“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 of December 31, 2025, 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”

“a growing array of real estate and financing partnerships with leading developers and operators in other experiential sectors, including Cabot, Cain, Canyon Ranch, Chelsea Piers, Great Wolf Resorts, Homefield, Kalahari Resorts and Lucky Strike Entertainment”

“As of December 31, 2025, 79% of our rent is derived from SEC reporting operators providing transparency into tenant performance and credit quality.”

“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”

“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.”

“This portfolio includes certain real estate debt investments which were originated for strategic purposes, including (i) the potential to convert our investment into the ownership of the underlying real estate”

“As of December 31, 2025, 42% of our full-year 2025 rent and 90% of our rent over the long-term feature CPI-linked escalation (subject to applicable caps).”

“We have announced approximately $39.1 billion of domestic and international investments across gaming and other experiential assets since our formation in October 2017.”

“Pursuant to certain put-call, call right, 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”

“We are subject to additional risks from our investments located outside the United States or on tribal land.”

“We are and expect to continue to be significantly dependent on our tenants for substantially all of our revenues”

“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.”

“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.”

“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.”

“in April 2025, we repaid $500.0 million in aggregate principal amount of 4.375% senior unsecured notes due 2025, and $800.0 million in aggregate principal amount of 4.625% senior unsecured notes due 2025 with the proceeds of the issuance of $400.0 million in aggregate principal amount of 4.750% Senior Notes due 2028 and $900.0 million in aggregate principal amount of 5.625% Senior Notes due 2035, resulting in a higher interest expense.”

“including with respect to development and construction loans for non-stabilized properties, which carry additional risks, including cost overruns, completion delays, operational underperformance”

“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.”

“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.”

“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.”

“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.”

“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”

“Emerging forms of gambling, such as internet gaming, sports betting and prediction markets, have introduced regulatory uncertainty and potential conflicts between federal and state jurisdictions.”

“the failure of VICI OP to maintain approximately $8.5 billion of nonrecourse indebtedness allocable to the Protected Parties”

“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.”