[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_99":100},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","lcmtq5unpvrqc0gd24p16xbqt","revision",2,"title","VICI Properties披露截至2026年9月30日的第三季度及前九个月10-Q：净利润下降，信用损失准备增加","originalTitle","10-Q - VICI Properties L.P. (0001920791) (Filer)","summary","VICI Properties及VICI Properties L.P.提交截至2026年9月30日的第三季度及前九个月10-Q。VICI第三季度归属普通股股东净利润为3.425亿美元、摊薄每股收益0.31美元；前九个月分别为17.414亿美元和1.60美元，均低于上年同期。","reason","材料呈现VICI第三季度及前九个月利润下降、信用损失准备大幅增加，同时经营现金流和AFFO上升，可用于了解其业绩构成与流动性。","source",{"_12":90,"_91":92,"_9":93,"_94":42,"_95":96,"_97":98},"links",{"_87":88,"_78":89},"publishedAt","2026-10-28T20:19:08.000Z","discoveredAt","2026-10-29T01:30:46.666Z","timelineAt","category","ai-products","tags",[84,85,86],"stockSymbols",[83],"score",59,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fqL1HAFhoqb8",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","f3f49205-b1d5-426c-8516-66618895fe4b","VICI Properties第三季度净利润低于上年同期",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿特区 20549

_____________________________

10-Q 表

_____________________________


	☒	根据《1934 年证券交易法》第 13 或 15(d) 条提交的季度报告

截至 2026 年 9 月 30 日的季度

或


	☐	根据《1934 年证券交易法》第 13 或 15(d) 条提交的过渡报告

过渡期自 _________ 至 __________

委员会档案编号：001-38372 (VICI Properties Inc.)

委员会档案编号：333-264352-01 (VICI Properties L.P.)

_____________________________

VICI Properties Inc.

VICI Properties L.P.

(注册人章程中载明的确切名称)

_____________________________


马里兰州	(VICI Properties Inc.)	81-4177147
特拉华州	(VICI Properties L.P.)	35-2576503
(注册成立或组织所在州或其他司法管辖区)		(美国国税局雇主识别号)

麦迪逊大道 535 号，纽约州纽约市 10022

(主要行政办公室地址) (邮政编码)

注册人电话号码（含区号）：(646) 949-4631

_____________________________

根据该法第 12(b) 条注册的证券：

各类别名称

交易代码

上市交易所名称

普通股，面值 $0.01

VICI

纽约证券交易所

请勾选以表明注册人是否：(1) 已在过去 12 个月内（或注册人须提交此类报告的较短期间内）提交《1934 年证券交易法》第 13 或 15(d) 条规定须提交的所有报告；且 (2) 在过去 90 天内一直受此类申报要求约束。


VICI Properties Inc. 是 ☒ 否 ☐		VICI Properties L.P. 是 ☒ 否 ☐

请勾选以表明注册人是否已通过电子方式提交根据 S-T 条例第 405 条（本章第 §232.405 条）须提交的所有交互式数据文件，且在过去 12 个月内（或注册人须提交并发布此类文件的较短期间内）均如此。


VICI Properties Inc. 是 ☒ 否 ☐		VICI Properties L.P. 是 ☒ 否 ☐

请勾选以表明注册人是大型加速申报公司、加速申报公司、非加速申报公司、较小规模申报公司还是新兴成长型公司。定义见《交易法》规则 12b-2 中的“大型加速申报公司”“加速申报公司”“较小规模申报公司”和“新兴成长型公司”。（勾选一项）：

VICI Properties Inc.

VICI Properties L.P.

大型加速申报公司

☒

加速申报公司

☐

大型加速申报公司

☐

加速申报公司

☐

非加速申报公司

☐

较小规模申报公司

☐

非加速申报公司

☒

较小报告公司

☐

新兴成长型公司

☐

新兴成长型公司

☐

如果属于新兴成长型公司，请勾选注册人是否已选择不使用《交易法》第13(a)条规定的延长过渡期，以遵守任何新的或修订后的财务会计准则。


VICI Properties Inc. ☐		VICI Properties L.P. ☐

请勾选注册人是否为空壳公司（定义见《交易法》规则 12b-2）。


VICI Properties Inc. 是 ☐ 否 ☒		VICI Properties L.P. 是 ☐ 否 ☒

截至2026年 10月27日，VICI Properties Inc. 有1,101,085,584股普通股已发行在外，每股面值$0.01。VICI Properties L.P. 没有已发行在外的普通股。

说明性说明

本报告合并了VICI Properties Inc.和VICI Properties L.P.截至2026年9月30日的三个月和九个月的Form 10-Q季度报告。除非另有说明或上下文另有要求，提及“VICI”均指VICI Properties Inc.及其合并子公司，包括VICI Properties OP LLC（“VICI OP”）；提及“VICI LP”均指VICI Properties L.P.及其合并子公司。除非另有说明或上下文另有要求，“公司”“我们”“我们的”及“我方”均指VICI和VICI LP，包括其各自的合并子公司。

为突出VICI与VICI LP之间的差异，本报告下文分别介绍VICI和VICI LP的章节将明确指称VICI和VICI LP。在合并披露VICI和VICI LP信息的章节中，本报告将VICI和VICI LP的行动或持有事项称为“我们的”行动或持有事项。尽管VICI LP通常是直接或间接订立合同和合资企业、持有资产并承担债务的实体，但我们认为在此语境中使用“我们”“我方”或“我们的”是恰当的，因为该业务是一个整体，且我们通过VICI LP经营几乎全部业务，并直接或通过子公司持有几乎全部资产。

VICI是一家房地产投资信托基金（“REIT”），是VICI Properties GP LLC的唯一所有者；后者是VICI LP的唯一普通合伙人。截至2026年 9月30日，VICI持有VICI Properties HoldCo LLC（“HoldCo”）100%的有限责任公司权益；HoldCo继而持有VICI OP（我们的经营合伙企业）约98.9%的有限责任公司权益（该等权益称为“VICI OP Units”）；VICI OP继而持有VICI LP 100%的有限合伙权益。HoldCo未持有的其余VICI OP Units由第三方单位持有人持有。

下图详细说明了截至2026年 9月30日的VICI组织架构。

$\"VICI$

我们认为，将VICI和VICI LP的Form 10-Q季度报告合并为一份报告：

•使投资者能够像管理层看待和运营业务那样整体了解业务，从而加深投资者对VICI和VICI LP的理解；

•消除了重复披露，并使呈现方式更加精简、易读；以及

•通过编制一份合并报告而非两份单独报告，提高时间和成本效率。

我们将 VICI 和 VICI LP 作为一个整体经营。由于 VICI LP 由 VICI 管理，且 VICI 几乎所有业务均通过 VICI LP 间接开展，并直接或通过子公司拥有几乎所有资产，因此 VICI 的高管同时也是 VICI LP 的高管；但作为合伙企业，VICI LP 没有董事会。

我们认为，了解 VICI 与 VICI LP 之间的少数差异，对于理解 VICI 与 VICI LP 作为一家合并公司如何运营十分重要。VICI 是一家房地产投资信托基金（REIT），其唯一重大资产是其在 VICI LP 的间接权益，VICI 通过 VICI LP 开展房地产业务。VICI 还通过应税 REIT 子公司（“TRS”）VICI Golf LLC（一家特拉华州有限责任公司，“VICI Golf”）经营高尔夫球场业务。因此，除不时发行公开股权外，VICI 本身不开展业务，也不直接承担任何重大债务；而 VICI LP

持有我们的几乎所有资产，但 VICI Golf 持有的资产除外。除 VICI 公开发行股权所得的净收益外，公司业务所需的全部资金均由 VICI LP 提供，其资金来源包括 VICI LP 的运营以及其直接或间接承担的债务。

VICI 在财务报告中合并 VICI LP，且除其在 VICI LP 的间接投资外，VICI 没有重大资产。因此，尽管 VICI 与 VICI LP 未经审计的合并财务报表存在一些差异，但两者各自财务报表中的资产和负债在重大方面相同。截至 2026 年 9 月 30 日，VICI 与 VICI LP 未经审计的合并财务报表之间的主要差异领域包括现金及现金等价物、股东权益与合伙人资本、非控股权益以及高尔夫业务（包括 VICI Golf 的资产和负债、收入和费用）。

为帮助投资者了解 VICI 与 VICI LP 之间的差异，本报告提供：

•VICI 和 VICI LP 各自的合并财务报表；

•一套合并财务报表附注，其中分别讨论股东权益或合伙人权益，以及适用时的每股和每单位数据；

•一节合并的“管理层对财务状况和经营业绩的讨论与分析”，其中也包含适用时与各实体相关的单独信息；

•单独的第一部分第 4 项“控制与程序”；

•与各实体相关的单独第二部分第 2 项“发行人购买股权证券”；以及

•为 VICI 和 VICI LP 分别提供附件 31 和 32 认证，以证明已作出所需认证，且 VICI 和 VICI LP 均符合《1934 年证券交易法》第 13a-14(a) 条或第 15d-14(a) 条以及《美国法典》第 18 编第 1350 条的规定。

本报告中关于 VICI 和 VICI LP 的单独讨论应结合阅读，以了解我们的合并业绩以及管理层如何运营我们的业务。


VICI PROPERTIES INC.
VICI PROPERTIES L.P.
10-Q 表格
截至 2026 年 9 月 30 日的季度
目录

			页
第一部分	财务信息
第 1 项。	VICI Properties Inc. 财务报表（未经审计）	5
		截至 2026 年 9 月 30 日和 2025 年 12 月 31 日的合并资产负债表	5
		截至 2026 年和 2025 年 9 月 30 日止三个月和九个月的合并经营报表及综合收益表	6
		截至 2026 年和 2025 年 9 月 30 日止三个月和九个月的合并股东权益报表	7
		截至 2026 年和 2025 年 9 月 30 日止九个月的合并现金流量表	9

	VICI Properties L.P. 财务报表（未经审计）	11
		截至 2026 年 9 月 30 日和 2025 年 12 月 31 日的合并资产负债表	11
		截至 2026 年和 2025 年 9 月 30 日止三个月和九个月的合并经营报表及综合收益表	12
		截至 2026 年和 2025 年 9 月 30 日止三个月和九个月的合伙人资本合并报表	13
		截至 2026 年和 2025 年 9 月 30 日止九个月的合并现金流量表	15

	合并财务报表附注	17
第 2 项。	管理层对财务状况和经营业绩的讨论与分析	47
第 3 项。	有关市场风险的定量和定性披露	61
第 4 项。	控制和程序	62

第二部分	其他信息
第 1 项。	法律诉讼	63
第 1A 项。	风险因素	63
第 2 项。	未注册股权证券的销售及所得款项用途	63
第 3 项。	优先证券违约	63
第 4 项。	矿山安全披露	63
第 5 项.	其他信息	63
第 6 项。	附件	64

签名	65

第一部分财务信息

第 1 项。财务报表

VICI PROPERTIES INC.

合并资产负债表

（未经审计）

（单位：千，股份和每股数据除外）


	2026年9月30日		2025年12月31日
资产
房地产投资组合：
租赁投资——销售型，净额	$	24,370,572			$	23,706,563

租赁投资——融资应收款，净额	19,235,774			18,697,133
贷款和证券投资，净额	2,984,010			2,525,457

在建房地产	25,499			—
土地	148,002			148,002
现金及现金等价物	270,321			563,479

短期投资	—			44,484
其他资产	1,030,126			1,039,050
资产总额	$	48,064,304			$	46,724,168

负债
债务，净额	$	16,916,934			$	16,773,241
应计费用和递延收入	178,249			238,715
应付股息和分配款	511,884			486,259
其他负债	1,017,579			1,003,366
负债总额	18,624,646			18,501,581

承诺和或有负债（附注 10）

股东权益
普通股，面值$0.01，授权发行1,350,000,000股；截至2026年9月 30日和2025年12月 31日，已发行并流通的股份分别为1,101,083,124股和1,068,811,371股	11,011			10,688
优先股，面值$0.01，授权发行50,000,000股；截至2026年9月 30日和2025年12月 31日，无流通股	—			—
资本公积	25,859,760			24,898,868
累计其他综合收益	115,455			121,031
留存收益	3,025,489			2,767,053
VICI股东权益总额	29,011,715			27,797,640
非控股权益	427,943			424,947
股东权益总额	29,439,658			28,222,587
负债和股东权益总额	$	48,064,304			$	46,724,168

_______________________________________________________

注：截至2026年9月 30日和2025年12月 31日，我们的租赁投资——销售型、租赁投资——融资应收款、贷款和证券投资以及其他资产（销售型转租）的信用损失准备分别为$1,282.4 million、$884.9 million、$159.0 million和$29.7 million，以及$919.2 million、$769.9 million、$56.4 million和$23.9 million，均已从相关项目中扣除。详情请参阅附注5——信用损失准备。

请参阅合并财务报表附注。

VICI PROPERTIES INC.

合并经营报表及综合收益表

（未经审计）

（单位：千，股份和每股数据除外）


	截至9月30日止三个月		截至9月30日止九个月
	2026		2025		2026		2025
收入
销售型租赁收入	$	556,749			$	531,765		$	1,642,668	$	1,590,717

租赁融资应收款、贷款和证券收入	482,642			447,986			1,412,990		1,314,726
其他收入	18,969			19,547			56,783		58,596
高尔夫业务收入	7,124			8,190			30,069		28,987
收入总额	1,065,484			1,007,488			3,142,510		2,993,026

费用
一般及行政费用	17,479			16,344			48,884		45,765
折旧	876			937			2,841		2,674
其他费用	18,969			19,547			56,783		58,596
高尔夫业务费用	6,858			6,765			20,722		19,736
信用损失准备变动	458,030			(20,153)			610,314		24,803
交易和收购费用	194			9			2,176		7,488
费用总额	502,406			23,449			741,720		159,062


利息费用	(214,983)			(210,333)			(634,272)		(633,381)
利息收入	1,564			3,881			8,285		9,871

其他（亏损）收益	(229)			(82)			(595)		792
所得税前收入	349,430			777,505			1,774,208		2,211,246
所得税准备	(2,579)			(3,885)			(6,092)		(6,993)
净利润	346,851			773,620			1,768,116		2,204,253
减：归属于非控股权益的净利润	(4,317)			(11,580)			(26,671)		(33,527)
归属于普通股股东的净利润	$	342,534			$	762,040		$	1,741,445	$	2,170,726

每股普通股净利润
基本	$	0.31			$	0.71		$	1.60	$	2.05
摊薄	$	0.31			$	0.71		$	1.60	$	2.05

普通股加权平均流通股数
基本	1,100,560,183			1,067,253,644			1,086,503,368		1,059,870,808
摊薄	1,100,625,472			1,068,369,218			1,086,581,026		1,060,732,039

其他综合收益
净利润	$	346,851			$	773,620		$	1,768,116	$	2,204,253
将衍生工具收益重新分类至利息支出	(6,640)			(6,389)			(19,418)		(19,120)
现金流量套期的未实现收益（损失）	7,081			—			19,959		(5,949)
外币折算调整	(398)			(4,652)			(6,178)		5,474
综合收益	346,894			762,579			1,762,479		2,184,658
归属于非控股权益的综合收益	(4,317)			(11,448)			(26,610)		(33,308)
归属于普通股股东的综合收益	$	342,577			$	751,131		$	1,735,869	$	2,151,350

请参阅合并财务报表附注。

VICI PROPERTIES INC.

股东权益合并报表

（未经审计）

（单位：千，股份和每股数据除外）


	普通股		额外实缴资本		累计其他综合收益		留存收益	VICI股东权益总额		非控股权益	股东权益总额
截至2025年12月31日的余额	$	10,688			$	24,898,868		$	121,031		$	2,767,053		$	27,797,640		$	424,947	$	28,222,587
净利润	—			—			—		872,390		872,390		13,564			885,954

权益重新分配	—			40			—		—		40		(40)			—
已宣告股息及分配（每股普通股$0.4500）	—			—			—		(481,045)		(481,045)		(8,257)			(489,302)
股票薪酬，扣除没收部分后	2			1,805			—		—		1,807		20			1,827
将衍生工具收益重新分类至利息支出	—			—			(6,317)		—		(6,317)		(72)			(6,389)
现金流量套期的未实现收益	—			—			6,615		—		6,615		75			6,690
外币折算调整	—			—			(2,477)		—		(2,477)		(28)			(2,505)
截至2026年3月31日的余额	10,690			24,900,713			118,852		3,158,398		28,188,653		430,209			28,618,862
净利润	—			—			—		526,521		526,521		8,790			535,311
发行普通股，扣除费用后	321			950,836			—		—		951,157		—			951,157
权益重新分配	—			(1,200)			—		—		(1,200)		1,200			—
已宣告股息及分配（每股普通股$0.4500）	—			—			—		(495,499)		(495,499)		(8,252)			(503,751)
股票薪酬，扣除没收部分后	—			4,557			—		—		4,557		51			4,608
将衍生工具收益重新分类至利息支出	—			—			(6,318)		—		(6,318)		(71)			(6,389)
现金流量套期的未实现收益	—			—			6,119		—		6,119		69			6,188
外币折算调整	—			—			(3,241)		—		(3,241)		(34)			(3,275)
截至2026年6月30日的余额	11,011			25,854,906			115,412		3,189,420		29,170,749		431,962			29,602,711
净利润	—			—			—		342,534		342,534		4,317			346,851

权益重新分配	—			13			—		—		13		(13)			—
已宣告股息及分配（每股普通股$0.4600）	—			—			—		(506,465)		(506,465)		(8,377)			(514,842)
股票薪酬，扣除没收部分后	—			4,841			—		—		4,841		54			4,895
将衍生工具收益重新分类至利息支出	—			—			(6,567)		—		(6,567)		(73)			(6,640)
现金流量套期的未实现收益	—			—			7,003		—		7,003		78			7,081
外币折算调整	—			—			(393)		—		(393)		(5)			(398)
截至2026年9月30日的余额	$	11,011			$	25,859,760		$	115,455		$	3,025,489		$	29,011,715		$	427,943	$	29,439,658

VICI PROPERTIES INC.

股东权益合并报表

（未经审计）

（单位：千，股份和每股数据除外）


	普通股		额外实缴资本		累计其他综合收益		留存收益	VICI股东权益总额		非控股权益	股东权益总额
截至2024年12月31日的余额	$	10,564			$	24,515,417		$	144,574		$	1,867,400		$	26,537,955		$	413,846	$	26,951,801
净利润	—			—			—		543,607		543,607		8,658			552,265

权益重新分配	—			836			—		—		836		(836)			—
已宣告股息及分配（每股普通股$0.4325）	—			—			—		(456,883)		(456,883)		(7,986)			(464,869)
股票薪酬，扣除没收部分后	3			(4,227)			—		—		(4,224)		(49)			(4,273)
将衍生工具收益重新分类至利息支出	—			—			(6,271)		—		(6,271)		(74)			(6,345)
现金流量套期的未实现损失	—			—			(5,881)		—		(5,881)		(68)			(5,949)
外币折算调整	—			—			30		—		30		5			35
截至2025年3月31日的余额	10,567			24,512,026			132,452		1,954,124		26,609,169		413,496			27,022,665
净利润	—			—			—		865,079		865,079		13,289			878,368


权益重新分配	—			(770)			—		—		(770)		770			—
已宣告股息及分配（每股普通股$0.4325）	—			—			—		(457,027)		(457,027)		(7,994)			(465,021)
股票薪酬，扣除没收部分后	—			4,345			—		—		4,345		50			4,395
将衍生工具收益重新分类至利息支出	—			—			(6,313)		—		(6,313)		(73)			(6,386)

外币折算调整	—			—			9,968		—		9,968		123			10,091
截至2025年6月30日的余额	10,567			24,515,601			136,107		2,362,176		27,024,451		419,661			27,444,112
净利润	—			—			—		762,040		762,040		11,580			773,620
发行普通股，净额	121			375,229			—		—		375,350		—			375,350
权益重新分配	—			(734)			—		—		(734)		734			—

已宣告的股息和分配（每股普通股$0.4500）	—			—			—		(480,965)		(480,965)		(8,204)			(489,169)
扣除没收后的股票薪酬	—			4,356			—		—		4,356		50			4,406
将衍生工具收益重新分类至利息支出	—			—			(6,317)		—		(6,317)		(72)			(6,389)

外币折算调整	—			—			(4,592)		—		(4,592)		(60)			(4,652)
截至2025年9月30日的余额	$	10,688			$	24,894,452		$	125,198		$	2,643,251		$	27,673,589		$	423,689	$	28,097,278

请参阅合并财务报表附注。

VICI PROPERTIES INC.

合并现金流量表

（未经审计）

（单位：千）


	截至9月30日的九个月
	2026		2025
经营活动产生的现金流量
净利润	$	1,768,116			$	2,204,253
将净利润调节为经营活动提供的现金流量：
非现金租赁及融资调整	(406,933)			(393,076)
股票薪酬	13,629			11,758

折旧	2,841			2,674
其他损失（收益）	595			(792)
债务发行成本和原始发行折价的摊销	33,343			35,791
信用损失准备变动	610,314			24,803
递延所得税	1,486			2,848
实物支付利息	(13,543)			(23,831)
收到的实物支付利息	51,089			—
结算衍生工具所得净款项	19,959			1,767


经营资产和负债变动：
其他资产	2,128			(8,601)
应计费用和递延收入	(60,761)			(39,261)
其他负债	(7,014)			(286)
经营活动提供的现金净额	2,015,249			1,818,047

投资活动产生的现金流量

租赁投资——销售型	(143,458)			—
租赁投资——融资应收款	(435,684)			—
贷款和证券投资	(1,158,733)			(786,360)

贷款和证券本金偿还及递延费用收款	558,218			20,296
开发中房地产付款	(25,499)			—
资本化交易成本	(817)			(325)

短期投资到期收回	44,484			—
购置房地产和设备	(3,501)			(1,033)
出售房地产所得款项	—			1,962
投资活动使用的现金净额	(1,164,990)			(765,460)

融资活动产生的现金流量
发行普通股所得款项净额	241,779			375,350
循环信贷额度所得款项	420,185			426,024
偿还循环信贷额度	(290,000)			(432,689)
发行高级无担保票据所得款项	1,724,957			1,284,437
赎回高级无担保票据	(1,750,000)			(1,300,000)
债务发行成本	(5,263)			(19,401)
回购股票用于代扣税款	(2,298)			(7,232)
向非控股权益分配	(24,764)			(23,970)
已支付股息	(1,457,533)			(1,372,727)
融资活动使用的现金净额	(1,142,937)			(1,070,208)

VICI PROPERTIES INC.

合并现金流量表

（未经审计）

（单位：千）


汇率变动对现金、现金等价物及受限现金的影响	(480)		509

现金、现金等价物及受限现金净减少额	(293,158)		(17,112)
期初现金、现金等价物及受限现金	563,479		524,615
期末现金、现金等价物及受限现金	$	270,321		$	507,503

现金流量补充信息：
支付的利息现金	$	649,022		$	620,778
支付的资本化利息现金	340		—
支付的所得税现金	5,853		3,311
补充非现金投资和融资活动：
已宣派但尚未支付的股息和分配	$	512,122		$	486,468


资本化的应计交易成本	7,930		1,859

租赁投资（融资应收款）的非现金变动	224,297		211,903
从租赁投资（融资应收款）重新分类至租赁投资（销售型）	706,115		—

请参阅随附的合并财务报表附注。

VICI PROPERTIES L.P.

合并资产负债表

（未经审计）

（单位：千，单位数及每单位数据除外）


	2026年9月30日		2025年12月31日
资产
房地产组合：
租赁投资（销售型），净额	$	24,370,572			$	23,706,563

租赁投资（融资应收款），净额	19,235,774			18,697,133
贷款和证券投资，净额	2,984,010			2,525,457

开发中的房地产	25,499			—
土地	148,002			148,002
现金及现金等价物	269,157			553,412

短期投资	—			44,484
其他资产	950,990			961,227
资产总额	$	47,984,004			$	46,636,278

负债
债务，净额	$	16,916,934			$	16,773,241
应计费用和递延收入	175,240			236,424
应付分配款	511,884			486,259
其他负债	1,004,809			990,176
负债总额	18,608,867			18,486,100

承诺和或有负债（附注 10）

合伙人资本
截至2026年9月30日和2025年12月31日分别已发行并流通的1,113,314,497和1,081,042,744个经营合伙单位对应的合伙人资本	29,155,470			27,923,645
累计其他综合收益	114,453			120,090
VICI LP资本总额	29,269,923			28,043,735
非控股权益	105,214			106,443
归属于合伙人的资本总额	29,375,137			28,150,178
负债和合伙人资本总额	$	47,984,004			$	46,636,278

_______________________________________________________

注：截至2026年9月30日和2025年12月31日，我们的租赁投资（销售型）、租赁投资（融资应收款）、贷款和证券投资以及其他资产（销售型转租）分别扣除12.824亿美元、8.849亿美元、1.590亿美元和2,970万美元的信用损失准备，以及9.192亿美元、7.699亿美元、5,640万美元和2,390万美元。详情请参阅附注5——信用损失准备。

请参阅随附的合并财务报表附注。

VICI PROPERTIES L.P.

合并经营和综合收益表

（未经审计）

（单位：千，单位数及每单位数据除外）


	截至9月30日的三个月		截至9月30日的九个月
	2026		2025		2026		2025
收入
销售型租赁收入	$	556,749			$	531,765		$	1,642,668	$	1,590,717

租赁融资应收款、贷款和证券收入	482,642			447,986			1,412,990		1,314,726
其他收入	18,969			19,547			56,783		58,596
收入总额	1,058,360			999,298			3,112,441		2,964,039

费用
一般及行政费用	17,438			16,284			48,766		45,632
折旧	133			131			396		390
其他费用	18,969			19,547			56,783		58,596
信用损失准备变动	458,030			(20,153)			610,314		24,803
交易和收购费用	194			9			2,176		7,488
费用总额	494,764			15,818			718,435		136,909


利息费用	(214,983)			(210,333)			(634,272)		(633,381)
利息收入	1,531			3,777			8,094		9,475
其他（损失）收益	(229)			(82)			(595)		792
所得税前收益	349,915			776,842			1,767,233		2,204,016
所得税拨备	(2,692)			(3,736)			(4,553)		(5,434)
净收益	347,223			773,106			1,762,680		2,198,582
减：归属于非控股权益的净收益	(507)			(2,825)			(7,022)		(8,558)
归属于合伙人的净收益	$	346,716			$	770,281		$	1,755,658	$	2,190,024

每个合伙企业单位的净利润
基本	$	0.31			$	0.71		$	1.60	$	2.04
稀释	$	0.31			$	0.71		$	1.60	$	2.04

合伙企业单位加权平均流通数量
基本	1,112,791,556			1,079,485,017		1,098,734,741		1,072,102,181
稀释	1,112,856,845			1,080,600,591		1,098,812,399		1,072,963,412

其他综合收益
归属于合伙人的净利润	$	346,716			$	770,281		$	1,755,658	$	2,190,024
衍生品收益重新分类至利息费用	(6,640)			(6,389)			(19,418)		(19,120)
现金流量套期的未实现收益（损失）	7,081			—			19,959		(5,949)
外币折算调整	(398)			(4,652)			(6,178)		5,474
归属于合伙人的综合收益	$	346,759			$	759,240		$	1,750,021	$	2,170,429

请参阅合并财务报表附注。

VICI PROPERTIES L.P.

合伙人资本合并报表

（未经审计）

（单位：千，单位数和每单位数据除外）


	合伙人资本		累计其他综合收益		非控股权益		总计
2025年12月31日余额	$	27,923,645			$	120,090		$	106,443	$	28,150,178
净利润	879,462			—			3,617		883,079
母公司出资	25			—			—		25
向母公司分配	(486,569)			—			—		(486,569)
向非控股权益分配	—			—			(2,753)		(2,753)
扣除没收后的股票薪酬	1,827			—			—		1,827
衍生品收益重新分类至利息费用	—			(6,389)			—		(6,389)
现金流量套期未实现收益	—			6,690			—		6,690
外币折算调整	—			(2,505)			—		(2,505)
2026年3月31日余额	28,318,390			117,886			107,307		28,543,583
净利润	529,480			—			2,898		532,378
母公司出资	963,629			—			—		963,629
向母公司分配	(501,444)			—			—		(501,444)
向非控股权益分配	—			—			(2,748)		(2,748)
扣除没收后的股票薪酬	4,608			—			—		4,608
衍生品收益重新分类至利息费用	—			(6,389)			—		(6,389)
现金流量套期未实现收益	—			6,188			—		6,188
外币折算调整	—			(3,275)			—		(3,275)
2026年6月30日余额	29,314,663			114,410			107,457		29,536,530
净利润	346,716			—			507		347,223
母公司出资	2,719			—			—		2,719
向母公司分配	(513,523)			—			—		(513,523)
向非控股权益分配	—			—			(2,750)		(2,750)
扣除没收后的股票薪酬	4,895			—			—		4,895
衍生品收益重新分类至利息费用	—			(6,640)			—		(6,640)
现金流量套期未实现收益	—			7,081			—		7,081
外币折算调整	—			(398)			—		(398)
2026年9月30日余额	$	29,155,470			$	114,453		$	105,214	$	29,375,137

VICI PROPERTIES L.P.

合伙人资本合并报表

（未经审计）

（单位：千，单位数和每单位数据除外）


	合伙人资本		累计其他综合收益		非控股权益		总计
2024年12月31日余额	$	26,634,873			$	143,899		$	106,116	$	26,884,888
净利润	547,827			—			2,390		550,217
母公司出资	245			—			—		245
向母公司分配	(462,174)			—			—		(462,174)
向非控股权益分配	—			—			(2,697)		(2,697)
扣除没收后的股票薪酬	(4,273)			—			—		(4,273)
衍生品收益重新分类至利息费用	—			(6,345)			—		(6,345)
现金流量套期未实现损失	—			(5,949)			—		(5,949)
外币折算调整	—			35			—		35
2025年3月31日余额	26,716,498			131,640			105,809		26,953,947
净利润	871,916			—			3,343		875,259
母公司出资	128			—			—		128
向母公司分配	(462,365)			—			—		(462,365)
向非控股权益分配	—			—			(2,704)		(2,704)
扣除没收后的股票薪酬	4,395			—			—		4,395
衍生品收益重新分类至利息费用	—			(6,386)			—		(6,386)

外币折算调整	—			10,091			—		10,091
2025年6月30日余额	27,130,572			135,345			106,448		27,372,365
净利润	770,281			—			2,825		773,106
母公司出资	375,727			—			—		375,727
向母公司分配	(486,900)			—			—		(486,900)
向非控股权益分配	—			—			(2,700)		(2,700)
扣除没收后的股票薪酬	4,406			—			—		4,406
将衍生工具收益重新分类至利息支出	—			(6,389)			—		(6,389)

外币折算调整	—			(4,652)			—		(4,652)
截至2025年9月30日的余额	$	27,794,086			$	124,304		$	106,573	$	28,024,963

请参阅合并财务报表附注。

VICI PROPERTIES L.P.

合并现金流量表

（未经审计）

（单位：千）


	截至9月30日的九个月
	2026		2025
经营活动产生的现金流量
净利润	$	1,762,680			$	2,198,582
将净利润调节为经营活动提供的现金流量所作的调整：
非现金租赁及融资调整	(406,933)			(393,076)
股票薪酬	13,629			11,758
折旧	396			390
其他损失（收益）	595			(792)
债务发行成本和原始发行折价的摊销	33,343			35,791
信用损失准备变动	610,314			24,803
递延所得税	1,636			2,541
实物支付利息	(13,543)			(23,831)
收到的实物支付利息	51,089			—
结算衍生工具所得净款项	19,959			1,767



经营资产和负债变动：
其他资产	2,483			(7,822)
应计费用和递延收入	(63,736)			(41,601)
其他负债	(6,745)			(48)
经营活动提供的现金净额	2,005,167			1,808,462

投资活动产生的现金流量

租赁投资——销售型	(143,458)			—
租赁投资——融资应收款	(435,684)			—
贷款和证券投资	(1,158,733)			(786,360)
贷款和证券本金偿还及递延费用收款	558,218			20,296
房地产开发支出	(25,499)			—
资本化交易成本	(817)			(325)

短期投资到期收回	44,484			—
购置房地产及设备	(94)			(95)
出售房地产所得款项	—			1,962
投资活动使用的现金净额	(1,161,583)			(764,522)

融资活动产生的现金流量
母公司出资	256,642			438,943
向母公司分配	(1,473,330)			(1,386,158)
循环信贷额度所得款项	420,185			426,024
偿还循环信贷额度	(290,000)			(432,689)
发行高级无担保票据所得款项	1,724,957			1,284,437

赎回高级无担保票据	(1,750,000)			(1,300,000)
债务发行成本	(5,263)			(19,401)
回购用于缴纳预扣税的股票	(2,298)			(7,232)
向非控股权益分配	(8,252)			(8,100)
融资活动使用的现金净额	(1,127,359)			(1,004,176)

VICI PROPERTIES L.P.

合并现金流量表

（未经审计）

（单位：千）


汇率变动对现金、现金等价物及受限现金的影响	(480)		509

现金、现金等价物及受限现金净（减少）增加额	(284,255)		40,273
期初现金、现金等价物及受限现金	553,412		456,899
期末现金、现金等价物及受限现金	$	269,157		$	497,172

补充现金流量信息：
支付的利息现金	$	649,022		$	620,778
支付的资本化利息现金	340		—
支付的所得税现金	3,316		1,188
补充非现金投资和融资活动：
应付分配款	$	512,122		$	486,468

应计资本化交易成本	7,930		1,859
租赁投资——融资应收款的非现金变动	224,297		211,903
从租赁投资——融资应收款重新分类为租赁投资——销售型	706,115		—

请参阅随附的合并财务报表附注。

VICI PROPERTIES INC. 和 VICI PROPERTIES L.P.

合并财务报表附注

（未经审计）

在本附注中，除非另有说明或上下文另有所指，“公司”“VICI”“我们”“我们的”及“本公司”均指 VICI Properties Inc. 及其子公司，包括合并口径下的 VICI LP。

我们将 (i) 简明合并财务报表称为“财务报表”，(ii) 合并资产负债表称为“资产负债表”，(iii) 合并经营及综合收益表称为“经营报表”，以及 (iv) 合并现金流量表称为“现金流量表”。凡提及编号“附注”，均指合并财务报表附注。

附注 1 — 业务与组织

业务

我们的主营业务是拥有和收购博彩、酒店、健康、娱乐及休闲目的地，并将其以长期三重净租赁方式出租。截至2026年9月30日，我们在美国和加拿大拥有103处体验式资产，组成地理分布多元的投资组合，其中包括63处博彩物业和40处其他体验式物业，包括 Caesars Palace Las Vegas、MGM Grand 以及 Venetian Resort Las Vegas（“Venetian Resort”）。我们的博彩和娱乐设施租赁给领先品牌，这些品牌致力于通过卓越的服务、体验、产品和持续创新，提升消费者忠诚度并为宾客创造价值。VICI 还拥有四座锦标赛高尔夫球场，由 Cabot-Managed Properties 管理，位于我们部分物业附近。

母公司 VICI Properties Inc. 是一家马里兰州公司，并且是为美国联邦所得税目的而设立的内部管理型 REIT。我们的房地产业务占资产的绝大部分，通过 VICI OP 并间接通过 VICI LP 开展；我们的高尔夫球场业务 VICI Golf 则通过 VICI 直接全资拥有的应税 REIT 子公司（TRS）开展。作为 REIT，只要我们每年向股东分配几乎全部净应税收入，并维持 REIT 资格，通常无需就应税收入缴纳美国联邦所得税。

附注 2 — 重要会计政策概要

列报基础

随附财务报表按照美国财务会计准则委员会发布的《会计准则汇编》（“ASC”）中有关中期财务信息的美国公认会计原则（“GAAP”）以及证券交易委员会（“SEC”）适用的规则和规定编制。财务报表及其附注未经审计，且删减或省略了经审计财务报表通常要求披露的部分内容和信息。

我们认为，所作披露足以避免所呈列的信息产生误导。不过，随附的未经审计财务报表及相关附注应与我们最新的10-K表年度报告及其附注一并阅读；该报告会不时根据我们向 SEC 提交的其他文件进行更新。

我们已纳入所有被认为是公允列报中期业绩所必需的调整，且这些调整均属正常、经常性调整。某些前期金额已重新分类，以符合本期的列报方式。

估计的使用

按照 GAAP 编制财务报表要求我们作出估计和假设。这些估计和假设会影响财务报表日资产和负债的报告金额及或有资产和负债的披露，也会影响报告期内收入和费用的报告金额。实际结果可能与这些估计存在重大差异。

截至2026年9月30日的三个月和九个月的经营业绩并不一定代表截至2026年12月31日的年度可能取得的业绩。

VICI PROPERTIES INC. 和 VICI PROPERTIES L.P.

合并财务报表附注（续）

（未经审计）

合并原则及非控股权益

随附的财务报表包括我们和 VICI LP 的账目，以及我们或 VICI LP 拥有控制性权益的子公司的账目。经营合伙企业 VICI OP 是我们的可变利益实体（“VIE”），我们是其主要受益人。主要受益人是指同时满足以下条件的实体：(i) 有权主导对该实体经济表现影响最大的活动；以及 (ii) 有义务承担 VIE 的损失，或有权获得可能对 VIE 具有重大影响的利益。我们的几乎所有资产和负债均与 VICI LP 相关，而 VICI LP 的有限合伙权益由 VICI OP 100% 持有。因此，我们合并 VICI LP 的账目，并在资产负债表中将 VICI OP 的第三方所有权列为非控股权益。所有公司间往来余额和交易均已在合并时抵销。

非控股权益

我们列报非控股权益，并将其归类为合并股东权益或合伙人资本的组成部分，与 VICI 股东权益和 VICI LP 合伙人资本分开。截至 2026 年 9 月 30 日，VICI 的非控股权益包括：(i) 第三方以 VICI OP Units 形式持有的 VICI OP 约 1.1% 所有权权益；(ii) 第三方持有的 Harrah’s Joliet LandCo LLC 20% 所有权权益。该实体拥有 Harrah’s Joliet 设施，并作为该设施相关租赁协议（“Joliet Lease”）的出租方，承租方为 Caesars Entertainment, Inc.（根据上下文需要，包括其子公司，简称“Caesars”）；以及 (iii) 第三方以 A 类单位形式持有的 VICI Bowl HoldCo LLC 少数股权（“Lucky Strike OP Units”）。该实体 (a) 拥有出租给 Lucky Strike Entertainment Corporation（“Lucky Strike Entertainment”）的保龄球娱乐中心组合，且 (b) 是相关 Lucky Strike Entertainment 总租赁协议的出租方；该股权使非控股权益持有人有权获得优先回报，目前约占该实体现金流的 4.1%。

VICI LP 的非控股权益是上述 Harrah’s Joliet LandCo LLC 和 VICI Bowl HoldCo LLC 的第三方所有权权益。

应报告分部

我们的业务包括房地产投资活动，这些活动构成了我们几乎全部业务。首席运营决策者（“CODM”）定期在合并基础上审查经营业绩，并将其视为一个经营分部。因此，所有业务均被视为一个应报告分部。

更多信息请参阅附注 14 - 分部信息。

现金、现金等价物和受限现金

现金包括手头现金和银行存款。自购买日起原始期限为三个月或以下的高流动性投资被视为现金等价物，并按成本计量，该成本近似于公允价值。截至 2026 年 9 月 30 日和 2025 年 12 月 31 日，我们均无任何受限现金。

短期投资

自购买日起原始期限超过三个月且少于一年的投资被视为短期投资，并按公允价值列示。

我们可能将多余现金投资于短期投资级商业票据，以及由政府支持企业发行的贴现票据，包括联邦住房贷款抵押公司和某些联邦住房贷款银行发行的票据。这些投资的原始期限通常为 91 至 180 天，并作为可供出售证券核算。短期投资的利息在我们的经营报表中确认为利息收入。截至 2025 年 12 月 31 日，我们持有 4,450 万美元短期投资。截至 2026 年 9 月 30 日，我们没有任何短期投资。

购买会计

我们依据 ASC 805《企业合并》（“ASC 805”）评估所有房地产收购，以确定此类收购应作为企业合并还是资产收购进行会计处理。根据 ASC 805，当 (i) 几乎全部公允价值集中于一项可辨认资产或一组类似可辨认资产，(ii) 收购不包括以所收购员工队伍形式存在的实质性流程，或 (iii) 收购不包括一项无法在不付出重大成本、努力或延迟的情况下替换的已收购合同，则该收购不符合企业合并的条件。

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

合并财务报表附注（续）

（未经审计）

员工队伍，或 (iii) 收购不包括一项无法在不付出重大成本、努力或延迟的情况下替换的已收购合同。通常，迄今为止，我们的所有收购均被认定为资产收购；根据 ASC 805-50，所有适用的交易成本均作为收购价的一部分予以资本化。

我们按照相对公允价值，将购买价（包括为收购资产而发生的成本）分配至所收购的可辨认资产和所承担的负债（如适用）。通常，所收购资产包括土地、建筑物和场地改良；在某些情况下，例如收购 MGM Growth Properties LLC（“MGP”）以及收购持有 MGM Grand Las Vegas 和 Mandalay Bay 房地产资产的合资企业剩余权益，还包括现有租赁和/或债务。此外，由于我们租赁的所有组成部分均分类为销售型租赁或融资应收款（如下文进一步所述），所收购资产会相应转入租赁净投资或融资应收款。

租赁投资——销售型，净额

我们依据 ASC 842《租赁》（“ASC 842”）对租赁投资进行会计处理。在租赁开始或租赁修改时，我们评估租赁分类，以确定租赁应分类为直接融资型、销售型还是经营型租赁。根据 ASC 842 的要求，我们分别评估房地产的每个租赁组成部分（通常包括土地和建筑物），以确定其分类。如果租赁组成部分被确定为直接融资型或销售型租赁，我们将记录租赁净投资，其金额等于租赁应收款与未担保余值之和，按租赁内含利率折现，并扣除信用损失准备。资产公允价值与租赁净投资之间的任何差额均视为销售利润或亏损，并根据租赁分类，在租赁签订时确认，或递延并在租赁期内确认。由于我们在购买房地产的同时直接与承租方签订新租赁，租赁净投资通常等于资产购买价，因此不会确认利润或亏损。此外，由于我们的租赁期限较长，一项投资中的土地和建筑物组成部分通常具有相同的租赁分类。

租赁投资——融资应收款，净额

根据 ASC 842，对于我们签订合同购置资产并将其回租给卖方、且租赁被分类为销售型租赁（即售后回租交易）的交易，资产控制权不被视为已转移给我们。因此，我们不确认租赁净投资，而是根据 ASC 310《应收款项》（“ASC 310”）确认金融资产；不过，ASC 310 项下融资应收款的会计处理与 ASC 842 项下我们对租赁投资（销售型）的会计处理实质一致。

租赁期限

根据 ASC 842，在租赁开始时或租赁修改时，我们会评估不可取消的租赁期限，其中包括合理确定会行使的续租期间。我们所有的租赁协议均规定了初始期限，并赋予承租人一个或多个续租选择权。

对于我们的博彩资产及某些其他不可替代的房地产，在租赁开始或修改时，我们通常认为租赁期限包括续租选择权涵盖的所有期间，因为当时可以合理确定承租人会续签租赁协议。当时，我们认为，由于我们的房地产对承租人业务运营的重要性、承租人已在我们的物业中投入且根据租赁协议条款须继续投入的大量资本，以及缺乏合适的替代资产，承租人在经济上受到续签租赁协议的驱动。

租赁及租赁融资应收款收入

我们根据未来最低租赁付款额，在适用租赁期限内按实际利率法以固定收益率确认销售型租赁及租赁融资应收款的相关收入。因此，销售型租赁及租赁融资应收款项下的现金付款不会等于租赁协议收入。相反，我们收到的现金租金中，一部分（视情况而定）计入经营报表中的销售型租赁收入或租赁融资应收款、贷款及证券收入，另一部分则计入销售型租赁投资净额或融资应收款租赁投资净额的变动。

VICI PROPERTIES INC. 和 VICI PROPERTIES L.P.

合并财务报表附注（续）

（未经审计）

或有租金通常包括超过特定下限的金额或租赁中的可变租金部分；在引起该等或有租金或可变租赁付款的事实和情况发生变化的期间，我们将其确认为收入。

与订立分类为销售型租赁的租赁投资相关发生的初始直接成本计入租赁净投资余额。此类金额将在租赁期限内采用实际利率法确认为租赁投资收入的抵减项。无论是否签署租赁均会发生的成本（例如法律费用及某些其他第三方费用），在发生时计入经营报表中的交易及收购费用。

与取得归类为租赁融资应收款的投资相关而产生的发起费和成本，计入净投资余额；这些金额将在租赁期内采用实际利率法确认为租赁融资应收款、贷款和证券投资收入的调整。

贷款和证券投资，净额

贷款投资作为持有以供投资的资产，按历史成本计量，其中包括未摊销的贷款发起成本和费用，并扣除信贷损失准备。收入按实际利率法确认，在相关贷款期限内以恒定收益率计量。

我们的部分贷款投资包含实物支付（“PIK”）利息条款，即应计合同利息不在到期时以现金支付，而是计入该投资的未偿本金余额。我们在赚取PIK利息的期间将其确认为收入，同时相应增加相关投资的账面价值。

我们逐笔评估贷款，以确定是否应将其置于非应计状态。如果（i）信用质量显著恶化，或（ii）对本金和利息的可收回性产生合理疑虑，我们便会将贷款置于非应计状态。

信贷损失准备

ASC 326《金融工具——信贷损失》（“ASC 326”）要求我们对大多数投资计量并记录当前预期信贷损失（“CECL”）；其适用范围包括租赁投资——销售型、租赁投资——融资应收款以及贷款和证券投资。

租赁投资

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 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, as applicable, over the life of each individual lease or financial investment. 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.

Table of Contents

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

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 estimated 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 Sheet.

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 Sheet. 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 three and nine months ended September 30, 2026 and 2025.

Refer to Note 5 - Allowance for Credit Losses for further information.

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 Sheet and the resulting translation adjustments are included in Accumulated other comprehensive income in the Balance Sheet. 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 are 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 the lease agreements provide 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 we are the primary obligor under the ground and use leases.

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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 Sheet 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, our risk management objectives, strategy for undertaking the hedge transaction, and our evaluation of the effectiveness of the 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 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 in our Balance Sheet with a corresponding change in Unrealized gain (loss) on cash flow 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.

Concentrations of Credit Risk

MGM Resorts International (together with, as the context requires, its subsidiaries, “MGM”) and Caesars are the guarantors of all of the lease payment obligations of the tenants under the applicable leases of the properties that they each respectively lease from us. The percentage of our total lease revenue and total contractual rent attributable to MGM and Caesars is presented in the table below:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026	2025
MGM
Lease revenue	35	%		38	%	37	%	38	%
Contractual rent	32	%		36	%	33	%	36	%
Caesars
Lease revenue	35	%		36	%	35	%	36	%
Contractual rent	38	%		37	%	38	%	37	%

Additionally, our properties on the Las Vegas Strip generated approximately 48% and 49% of our lease revenues for each of the three and nine months ended September 30, 2026 and 2025, respectively, and 46% and 47% of our total contractual rent for the

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three and nine months ended September 30, 2026, respectively, and 47% of our contractual rent for each of the three and nine months ended September 30, 2025. Other than having two tenants from which we derive and will continue to derive a substantial portion of our revenue and our concentration in the Las Vegas market, we do not believe there are any other significant concentrations of credit risk.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”) which requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements on an interim and annual basis. ASU 2024-03 will be effective for the fiscal year ending December 31, 2027, with early adoption permitted. We have elected not to early adopt and are currently evaluating the potential impact of ASU 2024-03 on our financial statements and disclosures.

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 various jurisdictions around the world have adopted or proposed to adopt in domestic legislation. The OECD has published further guidance that modifies key aspects of the Pillar Two Global Minimum Tax (“GMT”) framework on a prospective basis. The new guidance includes a comprehensive “side-by-side package” that provides a safe harbor for U.S.-parented Multinational Enterprises (“MNEs”). The side-by-side package provides that taxes imposed under the Qualified Domestic Minimum Top-up Tax element of the GMT framework continue to apply to foreign operations of U.S.-parented MNEs. The changes agreed to in the side-by-side package will not be effective until jurisdictions that have implemented the GMT adopt the side-by-side package.

We have evaluated Pillar Two (including the GMT framework) and, although the current status of the safe harbor for 2026 pursuant to the side-by-side package remains unclear, we do not expect it to have a material impact on our Financial Statements. However, there also remains some uncertainty as to the final Pillar Two rules, including their adoption in each jurisdiction’s law. We will continue to monitor the United States and global legislative actions related to Pillar Two for potential impacts.

Note 3 — Real Estate Transactions

2026 Activity

Property Acquisitions and Investments

Gamehost Transaction

On June 24, 2026, we closed on the previously announced transaction to acquire the real estate assets of Deerfoot Inn & Casino, Great Northern Casino and two limited-service hotels that are adjacent to Great Northern Casino (collectively, the “Gamehost Portfolio”) located in Alberta, Canada (the “Gamehost Transaction”), in connection with Pure Casino Entertainment Limited Partnership’s (“PURE”) take-private acquisition (the “PURE Gamehost Acquisition”) of Gamehost Inc. (“Gamehost”), for an aggregate purchase price of C$200.6 million (approximately US$141.0 million based on the exchange rate at the time of the transaction closing). We financed the Gamehost Transaction with a combination of cash on hand and a C$185.0 million (approximately US$130.0 million based on the exchange rate at the time of the transaction closing) draw under our Revolving Credit Facility.

Simultaneous with the closing of the PURE Gamehost Acquisition, the Gamehost Portfolio was added to the existing triple-net master lease agreement between us and PURE (the “PURE Master Lease”) and annual rent increased by C$16.1 million (US$11.3 million based on the exchange rate at the time of the transaction closing). The Gamehost Portfolio rent will escalate at 1.0% on February 1 following the first full 12 months post-closing (consistent with the timing of escalation under the PURE Master Lease), and subsequent escalation will conform to the PURE Master Lease thereafter at the greater of 1.5% or the change in Canadian CPI (capped at 2.5%). Additionally, the term of the PURE Master Lease was extended such that, as of closing of the PURE Gamehost Acquisition, the PURE Master Lease has a full 25 years remaining in the initial lease term, with four 5-year tenant renewal options. The tenant’s obligations under the PURE Master Lease continue to be guaranteed by Indigenous Gaming Partners Inc.

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We determined that (i) the Gamehost Transaction should be accounted for as an asset acquisition under ASC 805-50 and (ii) the Gamehost Portfolio component of the PURE Master Lease meets 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 PURE Master Lease and determined that the land and building components of the Gamehost Portfolio under the PURE Master Lease meet the definition of a sales-type lease. Accordingly, the Gamehost Portfolio under the PURE Master Lease is accounted for as Investments in leases - sales-type on our Balance Sheet while the existing assets under the PURE Master Lease continue to be accounted for as Investments in leases - financing receivables.

Club Med St. Croix Transaction

On June 15, 2026, we announced the acquisition and planned redevelopment of the Carambola Beach Resort (the “St. Croix Resort”), located in the U.S. Virgin Islands, in association with affiliates of Club Med Group (“Club Med”). Following our acquisition of the St. Croix Resort for $20.3 million, we entered into a triple-net lease with Club Med (the “Club Med Lease”) and have agreed to fund Club Med’s $55.2 million redevelopment of the St. Croix Resort through a build-to-suit structure (collectively with the acquisition, the “Club Med St. Croix Transaction”).

The initial purchase and costs associated with the development and improvement of the asset, which include ongoing funding for improvements, capitalized interest and development fees, are capitalized as incurred and are accounted for as Real estate under development on our Balance Sheet. As the lessee does not have the right to control the use of the property during the development period, lease commencement under ASC 842 has not yet occurred.

Golden Entertainment Transaction

On April 30, 2026, we closed on the previously announced transaction to acquire 100% of the land, real property and improvements of seven casino properties (the “Golden Portfolio”) from Golden Entertainment, Inc. (“Golden Entertainment”) for $1.15 billion and entered into a triple-net master lease (the “Golden Entertainment Master Lease”) with a newly formed entity (“Golden OpCo”) owned and controlled by Blake L. Sartini, former chairman and chief executive officer of Golden Entertainment (the “Golden Entertainment Transaction”), which entity acquired the operating business of Golden Entertainment 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 Entertainment Master Lease has 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 Entertainment Master Lease will escalate annually at 2.0% beginning in Lease Year 3. The obligations of Golden OpCo under the Golden Entertainment Master Lease are guaranteed by a holding company owned and controlled by Mr. Sartini, which owns all of the gaming and operating assets formerly owned by Golden Entertainment, with additional credit support provided by financial covenants within the lease.

Pursuant to the terms of the master transaction agreement governing the Golden Entertainment Transaction, former Golden Entertainment shareholders received approximately 24.3 million shares of newly issued VICI stock in exchange for the outstanding shares of Golden Entertainment stock upon closing, which represented an agreed-upon exchange ratio of 0.902 shares of VICI’s common stock per share of Golden Entertainment’s common stock based on VICI’s 10-day volume weighted average price as of November 5, 2025, as well as cash consideration paid by an affiliate of Golden OpCo. In connection with the transaction, we repaid Golden Entertainment’s outstanding $426.0 million of debt.

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We determined that the Golden Entertainment Transaction should be accounted for as an asset acquisition under ASC 805-50, with $1.15 billion of total consideration transferred comprised of the following:


(In thousands)	Amount
Merger Consideration (1)	$	709,468
Repayment of Golden Entertainment outstanding debt (2)	426,000
Transaction costs (3)	13,230
Total purchase price	$	1,148,698

____________________

(1) Amount represents the dollar value of approximately 24.3 million shares of VICI common stock, multiplied by the VICI stock price at the time of closing of $29.20 per share, which were issued in exchange for the outstanding shares of Golden Entertainment stock.

(2) Represents the total amount paid to retire Golden Entertainment’s outstanding debt. In connection with the Golden Entertainment Transaction, such amount was repaid in full and the related credit agreements were terminated.

(3) In accordance with ASC 805-50, all direct and incremental costs related to the Golden Entertainment Transaction, primarily related to success-based fees and third-party advisory fees, were included in the consideration transferred.

Further, we assessed the lease classification under ASC 842 and determined the land and building components of the Golden Entertainment Master Lease meet the definition of a sales-type lease. Since we purchased and leased the assets back to an affiliate of the seller under a sale leaseback transaction, control is not considered to have transferred to us under GAAP and accordingly, the Golden Entertainment Master Lease is accounted for as Investments in leases - financing receivables on our Balance Sheet.

Leasing

Century Casinos Canada Severance Lease

On September 28, 2026, in connection with Century Casinos, Inc.’s (“Century Casinos”) agreement to sell the operations of Century Mile Racetrack and Century Downs Racetrack (together, the “Century Canada Racinos”), both located in Alberta, Canada, to a subsidiary of Highfield Investment Group, Inc. (“Highfield”), we announced an agreement to enter into (i) a new separate triple-net lease agreement with a subsidiary of Highfield with respect to the real property of the Century Canada Racinos (the “Highfield Master Lease”) and (ii) an amendment to the existing Century Master Lease in order to account for Century Casinos’ divestiture of the operations of the Century Canada Racinos and to reduce the annual base rent under the Century Master Lease by the initial base rent under the Highfield Master Lease. The Highfield Master Lease will have an initial annual base rent of C$10.7 million (approximately US$7.5 million as of the day prior to announcement) and, if closing occurs after January 1, 2027, such base rent shall escalate as provided for in the Century Master Lease on such date. Upon closing, the Highfield Master Lease will begin a new 20-year initial lease term with four 5-year renewal options, with other economic terms substantially similar to the terms for the Canadian assets under the Century Master Lease, including escalation equal to the greater of 1.25% and the change in Canadian CPI (capped at 2.5%) and a minimum capital expenditure requirement equal to 1.0% of annual net revenue at each property. The Highfield Master Lease will be guaranteed by Highfield Investment Group, Inc. The transaction is subject to customary closing conditions and regulatory approvals and is expected to be completed in the fourth quarter of 2026 or the first quarter of 2027.

Northfield Park Severance Lease

On April 21, 2026, we entered into a new triple-net lease agreement (the “Northfield Park Lease”) with an affiliate of funds managed by Clairvest Group Inc. (“Clairvest”) with respect to the real property of MGM Northfield Park, located in Northfield, Ohio (“Northfield Park”), in connection with MGM’s previously announced agreement to sell the operations of Northfield Park to an affiliate of Clairvest. In connection with the closing, we entered into 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 has an initial annual base rent of $53.0 million. On May 1, 2026, concurrent with the escalation of the MGM Master Lease, the Northfield Park Lease escalated by 2.0%, resulting in an annual base rent of $54.0 million. The Northfield Park Lease has a 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 on May 1st each year (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 is guaranteed by an affiliate of funds managed by Clairvest that owns

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the operations of Northfield Park, with additional credit support provided by financial covenants within the lease.

We assessed the lease classification of the land and building components of the Northfield Park Lease and determined it to be a sales-type lease. Accordingly, we reclassified the fair value of the Northfield Park Lease from Investments in leases - financing receivables to Investments in leases - sales-type as of the transaction date.

Real Estate Debt Investments

The following table summarizes our real estate debt investment activity during the nine months ended September 30, 2026:

(In thousands)

Investment Name

Maximum Principal Amount

Investment Type

Collateral

One Beverly Hills Loan

1,500,000

Mezzanine

Luxury experiential lifestyle hub in Beverly Hills, California

Chelsea Piers Stamford Loan

10,000

Senior Secured Loan

Certain equipment of the fitness club in Stamford, Connecticut

Chelsea Piers Jersey City Loan

6,000

Senior Secured Loan

Certain equipment of the fitness club in Jersey City, New Jersey

Total

1,516,000

One Beverly Hills Mezzanine Loan

On March 23, 2026, we provided a $1.5 billion mezzanine loan that is subordinate to a $2.8 billion senior loan commitment led by J.P. Morgan as part of the construction financing for One Beverly Hills, a landmark 17.5-acre luxury experiential lifestyle hub in Beverly Hills, California (“One Beverly Hills”). The mezzanine loan represents a $1.05 billion incremental commitment beyond our previous $450.0 million investment in the project, which was repaid in connection with the refinancing. One Beverly Hills is being developed by Cain and will be anchored by Aman Beverly Hills, featuring an Aman Hotel and Aman-branded residences, and includes a full-scale refurbishment of The Beverly Hilton, additional retail, food and beverage offerings, and 10 acres of botanical gardens and open space. Construction of the development has commenced and is expected to be completed in 2028.

The mezzanine loan has an initial term of 4 years with one 12-month extension option, subject to certain conditions, and will be funded over the course of the initial term.

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Note 4 — Real Estate Portfolio

As of September 30, 2026, our real estate portfolio consisted of the following:

•Investments in leases - sales-type, representing our investment in 29 casino assets leased on a triple-net basis to our tenants under eleven separate lease agreements;

•Investments in leases - financing receivables, representing our investment in 34 casino assets and 39 other experiential properties leased on a triple-net basis to our tenants under eleven separate lease agreements;

•Investments in loans, representing our 20 debt investments in senior secured and mezzanine loans, and preferred equity;

•Real estate under development, representing our construction in progress in connection with the Club Med St. Croix Transaction; 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 September 30, 2026 and December 31, 2025:


(In thousands)	September 30, 2026		December 31, 2025
Investments in leases - sales-type, net (1)	$	24,370,572			$	23,706,563

Investments in leases - financing receivables, net (1)	19,235,774			18,697,133
Total investments in leases, net	43,606,346			42,403,696
Investments in loans and securities, net	2,984,010			2,525,457

Real estate under development	25,499			—
Land	148,002			148,002
Total real estate portfolio	$	46,763,857			$	45,077,155

____________________

(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.

Investments in Leases

The following table details the components of our income from sales-type leases and lease financing receivables:


	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2026		2025		2026		2025
Income from sales-type leases – fixed rent	$	528,004			$	503,040		$	1,556,716	$	1,505,431
Income from sales-type leases – contingent rent (1)	28,745			28,725			85,952		85,286

Income from lease financing receivables – fixed rent	400,937			385,112			1,193,115		1,150,865
Income from lease financing receivables – contingent rent (1)	2,567			1,898			7,674		5,693
Total leasing revenue	960,253			918,775			2,843,457		2,747,275
Non-cash adjustment (2)	(131,964)			(131,247)			(401,209)		(393,370)
Total contractual leasing revenue	$	828,289			$	787,528		$	2,442,248	$	2,353,905

____________________

(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 is 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.

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(UNAUDITED)

At September 30, 2026, 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 (1) (2)
	Investments in Leases
(In thousands)	Sales-Type		Financing Receivables		Total
2026 (remaining)	$	470,333			$	329,434		$	799,767
2027	1,900,129			1,333,755			3,233,884
2028	1,930,021			1,358,364			3,288,385
2029	1,960,954			1,384,033			3,344,987
2030	1,992,601			1,410,204			3,402,805
Thereafter	80,429,518			90,377,716			170,807,234
Total minimum lease payments	88,683,556			96,193,506			184,877,062
Unamortized initial direct costs	44,828			48,319			93,147
Less: Present value of lease payments (3)	(63,075,416)			(76,121,157)			(139,196,573)
Less: Allowance for credit losses	(1,282,396)			(884,894)			(2,167,290)
Investments in leases, net	$	24,370,572			$	19,235,774		$	43,606,346

____________________

(1) Minimum lease payments do not include contingent rent, as discussed above, that may be received under the lease agreements.

(2) The minimum lease payments include 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.

(3) The present value of lease payments includes the unguaranteed residual value of $16.9 billion.

Lease Provisions

As of September 30, 2026, we owned 103 assets leased under 20 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. As of September 30, 2026, our lease agreements had a weighted average lease term based on contractual rent, including extension options, of approximately 39.4 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 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.

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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)

Caesars Regional Master Lease and Joliet Lease

MGM Master Lease

Caesars Las Vegas
Master Lease

MGM Grand/
Mandalay Bay Lease

Lease Provision

Initial term

18 years

25 years

18 years

30 years

Initial term maturity

7/31/2035

4/30/2047

7/31/2035

2/28/2050

Renewal terms

Four, five-year terms

Three, ten-year terms

Four, five-year terms

Two, ten-year terms

Current lease year

11/1/25 - 10/31/26
(Lease Year 9)

5/1/26 - 4/30/27
(Lease Year 5)

11/1/25 - 10/31/26
(Lease Year 9)

3/1/26 - 2/28/27 (Lease Year 7)

Current annual rent

$740,548 (1)

$736,158 (2)

$505,678

$328,839

Annual escalator (3)

> 2% / change in CPI

Lease years 2-10 - 2%

Lease years 11-end of term - > 2% / change in CPI (capped at 3%)

> 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 (4)

Years 11 & 16: 80% base rent / 20% variable rent

None

Years 11 & 16: 80% base rent / 20% variable rent

None

Variable rent adjustment calculation

4% of revenue increase/decrease:

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

4% of revenue increase/decrease:

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 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 Joliet Lease is $730.9 million.

(2) On April 21, 2026, we entered into 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 of $53.0 million.

(3) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP.

(4) Variable rent is not subject to the annual 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 tenants under their respective lease agreements:

Provision

Caesars Regional Master Lease and Joliet Lease

Caesars Las Vegas Master Lease

MGM Grand/ Mandalay Bay Lease

Venetian Lease

All Other Gaming Leases (1)

Yearly minimum expenditure

1% of net revenues (2)

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 (3)

$84 million (3)

N/A

____________________

(1) Represents the tenants under our other gaming lease agreements not specifically outlined in the table, as specified in the respective lease agreements.

(2) The leases with Caesars require a $107.5 million floor on annual capital expenditures for Caesars Palace Las Vegas, Harrah’s 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. Additionally, the tenants under the Caesars Regional Master Lease and Joliet Lease are required to spend 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.

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Investments in Loans and Securities

The following is a summary of our investments in loans and securities as of September 30, 2026 and December 31, 2025:


($ In thousands)	September 30, 2026
Investment Type	Principal Balance		Carrying Value (1)		Future Funding Commitments (2)		Weighted Average Interest Rate (3)	Weighted Average Term (4)

Senior Secured Loans	$	1,347,567			$	1,233,029		$	162,452		8.6	%	4.1 years
Mezzanine Loans and Preferred Equity	1,814,898			1,750,981			803,111		10.4	%	3.4 years
Total	$	3,162,465			$	2,984,010		$	965,563		9.6	%	3.7 years


($ In thousands)	December 31, 2025
Investment Type	Principal Balance		Carrying Value (1)		Future Funding Commitments (2)		Weighted Average Interest Rate (3)	Weighted Average Term (4)
Senior Secured Notes (5)	$	83,406			$	81,033		$	—		11.0	%	5.2 years
Senior Secured Loans	1,084,478			1,047,585			399,942		8.3	%	4.4 years
Mezzanine Loans and Preferred Equity	1,412,203			1,396,839			223,553		9.6	%	2.5 years
Total	$	2,580,087			$	2,525,457		$	623,495		9.1	%	3.4 years

_________________

(1) Carrying value includes unamortized loan origination fees and 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 September 30, 2026 and December 31, 2025.

(4) Assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date.

(5) The Senior Secured Notes were repaid in full during the three months ended September 30, 2026.

The following summarizes the activity of our investments in loans and securities for the nine months ended September 30, 2026 and 2025:


	Nine Months Ended September 30,
(In thousands)	2026		2025
Beginning Balance January 1,	$	2,525,457			$	1,651,533
Principal fundings	1,158,733			783,604
Payment-in-kind interest	13,543			23,831
Repayments	(589,501)			(15,897)
Deferred fees	(19,536)			—
Change in CECL allowance	(102,681)			(14,045)
Other	(2,005)			3,973
Ending Balance September 30,	$	2,984,010			$	2,432,999

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Note 5 — Allowance for Credit Losses

Under ASC 326, we are required to estimate and record a non-cash allowance for current expected credit losses, or CECL allowance, related to our historical and any future investments in sales-type leases, lease financing receivables, and loans, over the life of each respective investment as determined under GAAP (including tenant renewal options under lease agreements, as applicable).

The following tables detail the allowance for credit losses as of September 30, 2026 and December 31, 2025:


	September 30, 2026
($ In thousands)	Amortized Cost		Allowance (1)		Net Investment		Allowance as a % of Amortized Cost
Investments in leases - sales-type	$	25,652,968			$	(1,282,396)		$	24,370,572		5.00	%
Investments in leases - financing receivables	20,120,668			(884,894)			19,235,774		4.40	%
Investments in loans	3,143,035			(159,025)			2,984,010		5.06	%
Other assets – sales-type sub-leases	860,599			(29,704)			830,895		3.45	%
Totals	$	49,777,270			$	(2,356,019)		$	47,421,251		4.73	%


	December 31, 2025
($ In thousands)	Amortized Cost		Allowance (1)		Net Investment		Allowance as a % of Amortized Cost
Investments in leases - sales-type	$	24,625,749			$	(919,186)		$	23,706,563		3.73	%
Investments in leases - financing receivables	19,467,011			(769,878)			18,697,133		3.95	%
Investments in loans and securities	2,581,839			(56,382)			2,525,457		2.18	%
Other assets – sales-type sub-leases	862,845			(23,909)			838,936		2.77	%
Totals	$	47,537,444			$	(1,769,355)		$	45,768,089		3.72	%

____________________

(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 September 30, 2026 and December 31, 2025, such allowance was $27.7 million and $6.4 million, respectively, and is recorded in Other liabilities.

The following table reflects the roll-forward of the allowance for credit losses on our real estate portfolio for the three and nine months ended September 30, 2026 and 2025:


	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2026		2025		2026		2025
Beginning Balance	$	1,925,823			$	1,643,241		$	1,775,753	$	1,594,931

Initial allowance from current period investments	—			—			112,490		8,126
Current period change in credit allowance	457,862			(21,314)			495,442		18,870
Charge-offs	—			—			—		—
Recoveries	—			—			—		—
Ending Balance	$	2,383,685			$	1,621,927		$	2,383,685	$	1,621,927

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.

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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(UNAUDITED)

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.

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.

During the nine months ended September 30, 2026, we recognized a $610.3 million increase in our allowance for credit losses primarily driven by (i) the factors listed above, (ii) the initial CECL allowance of $72.6 million upon completing the acquisitions of the Gamehost Portfolio and Golden Portfolio, (iii) the initial CECL allowance of $39.9 million on our net debt investment activity, and (iv) an increase in the estimate for the Long-Term Period PD for one of our tenants during the second quarter as a result of the tenant issuing new senior secured debt with a lower credit rating than our prior estimate. The increase was partially offset by the equity market performance of our tenants and positive changes in the macroeconomic forecast during the first half of the year, both of which impact the R&S Period PD.

During the three months ended September 30, 2025, we recognized a $20.2 million decrease in our allowance for credit losses primarily driven by a decrease in the volatility of the equity market performance of our tenants partially offset by negative changes in the macroeconomic forecast during the quarter, both of which impact the R&S Period PD.

During the nine months ended September 30, 2025, we recognized a $24.8 million increase in our allowance for credit losses primarily driven by the equity market performance of our tenants and negative changes in the macroeconomic forecast during the period. In addition, we recorded an initial CECL allowance of $8.1 million on our $960.0 million of debt investment activity during the period. The increase was partially offset by standard annual updates to the CECL model used and certain related inputs, which decreased the estimate used for the Long-Term Period PD.

During the nine months ended September 30, 2026, we modified one loan by reducing the current interest rate and extending the initial maturity date in connection with the underlying asset experiencing operational challenges. In return, the borrower agreed to increase the required principal amortization and provided additional real estate collateral. As of September 30, 2026, the modified loan had an unpaid principal balance of $89.5 million, or 2.8% of our total loan portfolio and was performing in accordance with its modified terms. As of September 30, 2026, we have one fully funded senior secured loan collateralized by a luxury golf-resort development with an unpaid principal balance of $80.7 million on non-accrual status.

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 receivables, Investments in loans and securities and Other assets by the credit quality indicator we assigned to each lease or loan guarantor as of September 30, 2026 and December 31, 2025:


	Amortized Cost Basis by Year of Origination as of September 30, 2026 (1)
(In thousands)	2026		2025		2024		2023	2022		Prior	Total

Ba3	$	—			$	—		$	—		$	—		$	12,554,492		$	6,740,424	$	19,294,916
B1	—			—			—		—		2,428,335		14,964,105			17,392,440
B2	1,156,984			—			—		—		4,933,225		—			6,090,209
B3	851,034			—			—		653,910		301,936		895,813			2,702,693
Caa1	—			—			—		393,573		—		345,985			739,558
N/A (2)	848,902			382,924			349,385		1,126,128		850,115		—			3,557,454
Total	$	2,856,920			$	382,924		$	349,385		$	2,173,611		$	21,068,103		$	22,946,327	$	49,777,270

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(UNAUDITED)


	Amortized Cost Basis by Year of Origination as of December 31, 2025 (1)
(In thousands)	2025		2024		2023		2022	2021		Prior	Total
Ba2	$	—			$	—		$	—		$	4,873,999		$	—		$	—	$	4,873,999
Ba3	—			—			—		13,095,110		2,194,863		18,458,589			33,748,562
B1	—			—			—		2,398,728		—		927,427			3,326,155
B2	—			—			449,694		—		—		—			449,694
B3	—			—			290,139		301,167		—		892,567			1,483,873
Caa1	—			—			398,903		—		—		344,104			743,007
N/A (2)	671,696			350,183			1,089,558		800,717		—		—			2,912,154
Total	$	671,696			$	350,183		$	2,228,294		$	21,469,721		$	2,194,863		$	20,622,687	$	47,537,444

____________________

(1)Excludes the CECL allowance for unfunded commitments recorded in Other liabilities as such commitments are not currently reflected on our Balance Sheet, 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, and certain of our lease investments with similar credit characteristics, using a traditional commercial real estate model based on standardized credit metrics to estimate potential losses.

Note 6 — Other Assets and Other Liabilities

Other Assets

The following table details the components of our other assets as of September 30, 2026 and December 31, 2025:


(In thousands)	September 30, 2026		December 31, 2025
Sales-type sub-leases, net (1)	$	830,895			$	838,936
Property and equipment used in operations, net	68,705			68,045
Right of use assets and sub-lease right of use assets	48,483			53,945
Interest receivable	20,612			14,506
Deferred acquisition costs	14,748			14,562
Other receivables	13,386			13,272
Debt financing costs	12,993			17,138

Deferred income taxes	9,568			9,535
Tenant reimbursement receivables	5,810			2,357
Prepaid expenses	2,930			4,766
Other	1,996			1,988
Total other assets	$	1,030,126			$	1,039,050

____________________

(1) As of September 30, 2026 and December 31, 2025, sales-type sub-leases are net of $29.7 million and $23.9 million of Allowance for credit losses, respectively. Refer to Note 5 – Allowance for Credit Losses for further details.

Other Liabilities

The following table details the components of our other liabilities as of September 30, 2026 and December 31, 2025:


(In thousands)	September 30, 2026		December 31, 2025
Finance sub-lease liabilities	$	860,599			$	862,845
Deferred financing liabilities	73,600			73,600
Lease liabilities and sub-lease liabilities	48,215			53,654
CECL allowance for unfunded commitments	27,666			6,398
Deferred income taxes	7,249			6,619

Other	250			250
Total other liabilities	$	1,017,579			$	1,003,366

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(UNAUDITED)

Note 7 — Debt

The following tables detail our debt obligations as of September 30, 2026 and December 31, 2025:


($ In thousands)	September 30, 2026
Description of Debt	Maturity	Interest Rate	Principal Amount		Carrying Value (1)
Revolving Credit Facility
USD Borrowings (2)	February 3, 2029	SOFR + 0.85%	$	—			$	—
CAD Borrowings (2)	February 3, 2029	CORRA + 0.85%	245,945			245,945
GBP Borrowings (2)	February 3, 2029	SONIA + 0.85%	21,887			21,887
MGM Grand/Mandalay Bay CMBS Debt	March 5, 2032	3.558%	3,000,000			2,847,858
2027 Maturities
5.750% Notes	February 1, 2027	5.750%	750,000			750,732
3.750% Notes	February 15, 2027	3.750%	750,000			749,371
2028 Maturities
4.500% Notes	January 15, 2028	4.500%	350,000			346,677
4.750% Notes	February 15, 2028	4.516% (3)	1,250,000			1,246,526
4.750% Notes	April 1, 2028	4.750%	400,000			398,005
2029 Maturities
3.875% Notes	February 15, 2029	3.875%	750,000			722,408
4.625% Notes	December 1, 2029	4.625%	1,000,000			994,932
2030 Maturities
4.950% Notes	February 15, 2030	4.541% (3)	1,000,000			994,118
4.125% Notes	August 15, 2030	4.125%	1,000,000			994,220
2031 Maturities
5.400% Notes	October 15, 2031	5.406% (3)	900,000			891,799
5.125% Notes	November 15, 2031	4.969% (3)	750,000			742,871
2032 Maturities
5.125% Notes	May 15, 2032	3.980% (3)	1,500,000			1,488,452
2034 Maturities
5.750% Notes	April 1, 2034	5.689% (3)	550,000			542,683
2035 Maturities
5.625% Notes	April 1, 2035	5.601% (3)	900,000			886,584
2036 Maturities
5.750% Notes	October 15, 2036	5.440% (3)	850,000			828,387
2052 Maturities
5.625% Notes	May 15, 2052	5.625%	750,000			737,213
2054 Maturities
6.125% Notes	April 1, 2054	6.125%	500,000			486,266
Total Debt		4.567% (4)	$	17,217,832			$	16,916,934

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($ In thousands)	December 31, 2025
Description of Debt	Maturity	Interest Rate	Principal Amount		Carrying Value (1)
Revolving Credit Facility
USD Borrowings (2)	February 3, 2029	SOFR + 0.85%	$	—			$	—
CAD Borrowings (2)	February 3, 2029	CORRA + 0.85%	120,219			120,219
GBP Borrowings (2)	February 3, 2029	SONIA + 0.85%	22,234			22,234
MGM Grand/Mandalay Bay CMBS Debt	March 5, 2032	3.558%	3,000,000			2,827,515
2026 Maturities
4.500% Notes	September 1, 2026	4.500%	500,000			496,596
4.250% Notes	December 1, 2026	4.250%	1,250,000			1,247,385
2027 Maturities
5.750% Notes	February 1, 2027	5.750%	750,000			752,382
3.750% Notes	February 15, 2027	3.750%	750,000			748,114
2028 Maturities
4.500% Notes	January 15, 2028	4.500%	350,000			344,756
4.750% Notes	February 15, 2028	4.516% (3)	1,250,000			1,244,632
4.750% Notes	April 1, 2028	4.750%	400,000			397,012
2029 Maturities
3.875% Notes	February 15, 2029	3.875%	750,000			713,898
4.625% Notes	December 1, 2029	4.625%	1,000,000			993,732
2030 Maturities
4.950% Notes	February 15, 2030	4.541% (3)	1,000,000			992,815
4.125% Notes	August 15, 2030	4.125%	1,000,000			993,101
2031 Maturities
5.125% Notes	November 15, 2031	4.969% (3)	750,000			741,828
2032 Maturities
5.125% Notes	May 15, 2032	3.980% (3)	1,500,000			1,486,918
2034 Maturities
5.750% Notes	April 1, 2034	5.689% (3)	550,000			541,956
2035 Maturities
5.625% Notes	April 1, 2035	5.601% (3)	900,000			885,409
2052 Maturities
5.625% Notes	May 15, 2052	5.625%	750,000			736,842
2054 Maturities
6.125% Notes	April 1, 2054	6.125%	500,000			485,897
Total Debt		4.464% (4)	$	17,092,453			$	16,773,241

____________________

(1)Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt.

(2)Borrowings under the Revolving Credit Facility bear interest at a rate based on a credit rating-based pricing grid with a range of 0.70% to 1.40% 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. Additionally, the facility fees under the Revolving Credit Facility are calculated on a credit rating-based pricing grid with a range of 0.10% to 0.30%, depending on our credit ratings and total leverage ratio. For the three and nine months ended September 30, 2026, the commitment fee for the Revolving Credit Facility averaged 0.20%.

(3)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).

(4)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 (as further described in Note 8 – Derivatives), as applicable. The contractual weighted average interest rate as of September 30, 2026, which excludes the impact of the forward-starting interest rate swaps and treasury locks, was 4.73%.

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(UNAUDITED)

The following table is a schedule of future minimum principal payments of our debt obligations as of September 30, 2026:


(In thousands)	Future Minimum Principal Payments
2026 (remaining)	$	—
2027	1,500,000
2028	2,000,000
2029	2,017,832
2030	2,000,000
2031	1,650,000
Thereafter	8,050,000
Total minimum principal payments	$	17,217,832

Senior Unsecured Notes

As set forth in the above table, as of September 30, 2026, our outstanding senior unsecured notes consist of (i) $1.00 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) $4.50 billion aggregate principal amount of Senior Notes issued on April 29, 2022 (the “April 2022 Notes”), (iv) approximately $1.81 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 $44.1 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”), (vii) $750.0 million aggregate principal amount of Senior Notes issued on December 19, 2024 (the “December 2024 Notes”), (viii) $1.30 billion aggregate principal amount of Senior Notes issued on April 7, 2025 (the “April 2025 Notes”), and (ix) $1.75 billion aggregate principal amount of Senior Notes issued on August 14, 2026 (the “August 2026 Notes”). The outstanding November 2019 Notes, February 2020 Notes, April 2022 Notes, Exchange Notes, MGP OP Notes, March 2024 Notes, December 2024 Notes, April 2025 Notes and August 2026 Notes are collectively referred to as the “Senior Unsecured Notes”.

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.

Subject to the terms and conditions of the applicable indentures (including supplemental indentures, collectively “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 applicable indenture. 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 or on such other terms as specified in the applicable indenture.

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, the December 2024 Notes, the April 2025 Notes and the August 2026 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

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 currently are not subject to 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 indentures governing each of the April 2022 Notes, March 2024 Notes, December 2024 Notes, April 2025 Notes and August 2026 Notes contain 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”).

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 (i) to increase the revolving loan commitments by up to $1.0 billion and (ii) 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.

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 our debt.

As of September 30, 2026, we had C$350.0 million and £16.5 million (US$245.9 million and US$21.9 million, respectively, based on applicable exchange rates) outstanding on the Revolving Credit Facility in connection with the funding of a portion of our Canadian investments and our United Kingdom investments, respectively.

MGM Grand/Mandalay Bay CMBS Debt

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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(UNAUDITED)

secured primarily by mortgages on our fee interest in the real estate assets of these two properties. The MGM Grand/Mandalay Bay CMBS Debt has a current outstanding principal balance of $3.0 billion, 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 PropCo 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 PropCo to exist as “special purpose entities,” maintain certain ongoing reserve funds and comply with other customary obligations for commercial mortgage-backed securities loan financings.

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 September 30, 2026, we were in compliance with all financial covenants under our debt obligations.

Note 8 — Derivatives

Interest-Rate Derivatives

Outstanding Derivatives

There were no outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of September 30, 2026 and December 31, 2025.

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 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 thousands)
Notes Offering	Settlement Period	Instrument	Number of Instruments	Notional Amount		Total Net Proceeds/(Payments)
August 2026 Notes	August 2026	Forward-starting interest rate swap	12	$	600,000			$	20,901
August 2026 Notes	August 2026	U.S. Treasury Rate Lock	4	500,000			(942)
April 2025 Notes	March 2025	Forward-starting interest rate swap	12	600,000			192
April 2025 Notes	March 2025	U.S. Treasury Rate Lock	3	150,000			1,575
December 2024 Notes	December 2024	Forward-starting interest rate swap	7	350,000			7,173
December 2024 Notes	December 2024	U.S. Treasury Rate Lock	5	300,000			(398)
March 2024 Notes	March 2024	Forward-starting interest rate swap	7	500,000			2,543
April 2022 Notes	April 2022	Forward-starting interest rate swap	5	2,500,000			202,289
April 2022 Notes	April 2022	U.S. Treasury Rate Lock	2	500,000			4,549

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(UNAUDITED)

The following table presents the effect of our forward-starting derivative financial instruments on our Statement of Operations:


	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2026		2025		2026		2025
Unrealized gain (loss) recorded in other comprehensive income	$	7,081			$	—		$	19,959	$	(5,949)
Reduction in interest expense related to the amortization of the forward-starting interest rate swaps and treasury locks	(6,640)			(6,389)			(19,418)		(19,120)

Net Investment Hedges

In connection with our foreign transactions in Canada and the United Kingdom, we currently have C$350.0 million and £16.5 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 three and nine months ended September 30, 2026, we recognized $0.6 million and $4.9 million, respectively, in unrealized gains related to such net investment hedges, and for the three and nine months ended September 30, 2025, we recognized $3.3 million in unrealized gains and $5.7 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 table summarizes our assets measured at fair value on a recurring basis as of December 31, 2025. As of September 30, 2026, there were no assets or liabilities measured at fair value on a recurring basis.


	December 31, 2025
(In thousands)			Fair Value
	Carrying Amount		Level 1	Level 2		Level 3
Financial assets:
Short-term investments (1)	$	44,484		$	—		$	44,484	$	—

___________________

(1)The carrying value of these investments is equal to their fair value due to the short-term nature of the investments, as well as their credit quality.

The estimated fair values of our financial instruments as of September 30, 2026 and December 31, 2025 for which fair value is only disclosed are as follows:


	September 30, 2026		December 31, 2025
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Investments in leases - financing receivables (1)	$	19,235,774			$	17,346,926		$	18,697,133	$	18,030,775
Investments in loans and securities (2)	2,984,010			2,975,688			2,525,457		2,445,252
Cash and cash equivalents	270,321			270,321			563,479		563,479

Financial liabilities:
Debt (3)
Revolving Credit Facility	$	267,832			$	267,832		$	142,453	$	142,453
MGM Grand/Mandalay Bay CMBS Debt	2,847,858			2,758,637			2,827,515		2,834,520
Senior Unsecured Notes	13,801,244			13,279,145			13,803,273		13,967,990

____________________

(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

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(UNAUDITED)

as financings under ASC 310. 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.

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 September 30, 2026, 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 may be 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 Sheet 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 use leases determined to be finance leases, we recorded a sales-type sub-lease in Other assets and finance sub-lease liability in Other liabilities.

The following table details the balance and location in our Balance Sheet of the ground and use sub-leases as of September 30, 2026 and December 31, 2025:


(In thousands)	September 30, 2026		December 31, 2025
Other assets (operating lease and sub-leases right-of-use assets)	$	48,483			$	53,945
Other liabilities (operating lease and sub-lease liabilities)	48,215			53,654
Other assets (sales-type sub-leases, net) (1)	830,895			838,936
Other liabilities (finance sub-lease liabilities)	860,599			862,845

___________________

(1) As of September 30, 2026 and December 31, 2025, sales-type sub-leases are net of $29.7 million and $23.9 million of allowance for credit losses, respectively. Refer to Note 5 – Allowance for Credit Losses for further details.

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(UNAUDITED)

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:


	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2026		2025		2026		2025
Operating leases
Rental expense (1)	$	635			$	632		$	1,897	$	1,890
Contractual rent	703			260			2,101		846
Operating sub-leases
Rental income and expense (2)	1,812			1,801			5,436		5,363
Contractual rent	1,760			1,704			5,237		5,033
Finance sub-leases
Rental income and expense (2)	15,932			15,968			47,832		47,908
Contractual rent	17,746			17,751			49,409		49,400

___________________

(1) Total rental expense is included in Golf expenses 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 and ground and use sub-leases at September 30, 2026 are as follows:


($ In thousands)	Operating Lease Commitments		Operating Sub-Lease Commitments		Financing Sub-Lease Commitments
2026 (remaining)	$	694			$	1,777		$	15,822
2027	1,921			7,208			65,206
2028	2,813			6,470			65,267
2029	1,921			5,743			65,820
2030	2,916			2,436			65,993
2031	2,997			1,876			65,993
Thereafter	14,912			6,804			2,560,672
Total minimum lease commitments	$	28,174			$	32,314		$	2,904,773
Discounting factor	7,800			4,473			2,044,174
Lease liability	$	20,374			$	27,841		$	860,599

Discount rates (1)	5.3% – 7.0%		2.6% – 5.8%		5.6% – 8.3%

Weighted average remaining lease term	10.4 years		6.2 years		50.1 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.

Note 11 — Stockholders’ Equity

Stock

Authorized

As of September 30, 2026, we have 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.

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(UNAUDITED)

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. There were no marketed public offerings of our common stock during the three months ended September 30, 2026 and 2025.

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.

The following table summarizes our transactions under the ATM Program during the nine months ended September 30, 2025, all of which were conducted subject to forward sale agreements, which we refer to as ATM forward sale agreements. There were no such transactions during the nine months ended September 30, 2026.


(In thousands, except share and per share data)	Number of Shares	Weighted Average Share Price		Aggregate Value	Net Forward Sales Price Per Share		Aggregate Net Value
March 2025 ATM Forward Sale Agreements	7,835,973		$	32.43		$	254,156	$	32.27	$	252,840

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.

Forward Settlement Activity

The following table summarizes our settlement activity of the outstanding forward shares under the ATM Program during the nine months ended September 30, 2026 and 2025.


($ In thousands)	Settlement Date	Settlement Type	Number of Shares Settled	Total Net Proceeds Upon Settlement
2026
ATM Forward Shares	April 29, 2026	Physical	7,750,000		$	242,144
2025
ATM Forward Shares	July 1, 2025	Physical	9,662,116		$	295,966
ATM Forward Shares	August 11, 2025	Physical	2,439,256		$	79,761

Share Repurchase Program

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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(UNAUDITED)

Common Stock Outstanding

The following table details the issuance of outstanding shares of common stock, including restricted common stock:


	Nine Months Ended September 30,
Common Stock Outstanding	2026	2025
Beginning Balance January 1,	1,068,811,371		1,056,366,685

Issuance of common stock in connection with the Golden Entertainment Transaction	24,296,255		—
Issuance of common stock upon physical settlement of forward sale agreements	7,750,000		12,101,372


Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures	225,498		340,637
Ending Balance September 30,	1,101,083,124		1,068,808,694

Distributions

Dividends declared (on a per share basis) during the nine months ended September 30, 2026 and 2025 were as follows:

Nine Months Ended September 30, 2026

Declaration Date

Record Date

Payment Date

Period

Dividend

March 5, 2026

March 19, 2026

April 9, 2026

January 1, 2026 – March 31, 2026

0.4500

June 4, 2026

June 18, 2026

July 9, 2026

April 1, 2026 – June 30, 2026

0.4500

September 3, 2026

September 17, 2026

October 8, 2026

July 1, 2026 – September 30, 2026

0.4600

Nine Months Ended September 30, 2025

Declaration Date

Record Date

Payment Date

Period

Dividend

March 6, 2025

March 20, 2025

April 3, 2025

January 1, 2025 – March 31, 2025

0.4325

June 5, 2025

June 18, 2025

July 10, 2025

April 1, 2025 – June 30, 2025

0.4325

September 4, 2025

September 18, 2025

October 9, 2025

July 1, 2025 – September 30, 2025

0.4500

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 reflects 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).

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(UNAUDITED)

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:


	Three Months Ended September 30,	Nine Months Ended September 30,
(In thousands)	2026	2025		2026	2025
Determination of shares:
Weighted-average shares of common stock outstanding	1,100,560		1,067,254		1,086,503	1,059,871
Assumed conversion of restricted stock	65		779		78	613
Assumed settlement of forward sale agreements	—		337		—	248
Diluted weighted-average shares of common stock outstanding	1,100,625		1,068,369		1,086,581	1,060,732


	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands, except per share data)	2026		2025		2026		2025
Basic:
Net income attributable to common stockholders	$	342,534			$	762,040		$	1,741,445	$	2,170,726
Weighted-average shares of common stock outstanding	1,100,560			1,067,254			1,086,503		1,059,871
Basic EPS	$	0.31			$	0.71		$	1.60	$	2.05

Diluted:
Net income attributable to common stockholders	$	342,534			$	762,040		$	1,741,445	$	2,170,726
Diluted weighted-average shares of common stock outstanding	1,100,625			1,068,369			1,086,581		1,060,732
Diluted EPS	$	0.31			$	0.71		$	1.60	$	2.05

Earnings Per Unit

The following section presents the basic earnings per unit (“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.

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(UNAUDITED)

The following tables reconcile the weighted-average units outstanding used in the calculation of basic EPU to the diluted weighted-average units outstanding used in the calculation of diluted EPU:


	Three Months Ended September 30,	Nine Months Ended September 30,
(In thousands)	2026	2025		2026	2025
Determination of units:
Weighted-average units outstanding	1,112,792		1,079,485		1,098,735	1,072,102
Assumed conversion of VICI restricted stock	65		779		78	613
Assumed settlement of VICI forward sale agreements	—		337		—	248
Diluted weighted-average units outstanding	1,112,857		1,080,601		1,098,812	1,072,963


	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands, except per unit data)	2026		2025		2026		2025
Basic:
Net income attributable to partners	$	346,716			$	770,281		$	1,755,658	$	2,190,024
Weighted-average units outstanding	1,112,792			1,079,485			1,098,735		1,072,102
Basic EPU	$	0.31			$	0.71		$	1.60	$	2.04

Diluted:
Net income attributable to partners	$	346,716			$	770,281		$	1,755,658	$	2,190,024
Diluted weighted-average units outstanding	1,112,857			1,080,601			1,098,812		1,072,963
Diluted EPU	$	0.31			$	0.71		$	1.60	$	2.04

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. The Plan 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 September 30, 2026, approximately 8.7 million shares of common stock remained available for issuance by us as equity awards under the Plan.

The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations:


	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2026		2025	2026		2025
Stock-based compensation expense	$	4,895		$	4,415		$	13,629	$	11,758

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

The following tables detail the activity of our time-based restricted stock and performance-based restricted stock units:


	Nine Months Ended September 30, 2026
	Time-Based Restricted Stock	Performance-Based Restricted Stock Units
(In thousands, except per share/unit data)	Shares	Weighted Average Grant Date Fair Value		Units	Weighted Average Grant Date Fair Value
Outstanding at beginning of period	468		$	30.37		877		$	32.51
Granted	311		29.22		354		32.54
Vested	(247)		31.05		—		—
Forfeited	(9)		29.72		(230)		36.96
Canceled	—		—		—		—
Outstanding at end of period	523		$	29.54		1,001		$	31.38


	Nine Months Ended September 30, 2025
	Time-Based Restricted Stock	Performance-Based Restricted Stock Units
(In thousands, except per share/unit data)	Shares	Weighted Average Grant Date Fair Value		Units	Weighted Average Grant Date Fair Value
Outstanding at beginning of period	527		$	24.37		908		$	25.60
Granted	276		30.40		341		34.82
Vested	(209)		30.17		(189)		29.01
Forfeited	(126)		30.44		(184)		29.51
Canceled	—		—		—		—
Outstanding at end of period	468		$	30.55		876		$	32.51

As of September 30, 2026, there was $25.5 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 1.8 years.

Note 14 — 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 CODM is Edward B. Pitoniak, our CEO, who assesses the performance of our Company using consolidated Net income as reported on the Statement of Operations.

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 evaluating total general and administrative expenses against the Company’s approved budget. Significant segment expenses and other segment items are identical to what is reported on the face of the Statement of Operations. The CODM does not review assets at a different asset level or category than the amounts disclosed in the Balance Sheet.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial position and operating results of VICI Properties Inc. and VICI Properties L.P. for the three and nine months ended September 30, 2026 should be read in conjunction with the Financial Statements and related notes thereto and other financial information contained elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the year ended December 31, 2025, which were included in our Annual Report on Form 10-K for the year ended December 31, 2025. All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Quarterly Report on Form 10-Q.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q, 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 laws. 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; the financial condition and performance of our tenants, borrowers, and their affiliates, and our dependence on them for substantially all of our revenues (including our tenants’ renewal of the respective lease agreements following the initial or subsequent terms); the performance of the gaming and other experiential industries in which our tenants and borrowers operate, and our dependence on the gaming industry and Las Vegas in particular; our ability to successfully pursue and consummate acquisitions and investments, and realize the anticipated benefits thereof; the impact of extensive regulation from gaming and other regulatory authorities; our substantial indebtedness and ability to service, refinance and fulfill our obligations thereunder, and our ability to make distributions to stockholders; our ability to maintain our qualification for taxation as a REIT; and additional operational, legal and external risks. The foregoing list is intended to identify certain of the principal factors that could cause actual results to differ materially from those described in the forward-looking statements and is not intended to be exhaustive. For a more complete discussion of the risks and uncertainties that may affect our business, see “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent filings with the SEC.

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 Quarterly Report on Form 10-Q 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.

OVERVIEW

We are primarily engaged in the business of owning and acquiring gaming, hospitality, wellness, entertainment and leisure destinations, subject to long-term triple-net leases. We own 103 experiential assets across a geographically diverse portfolio consisting of 63 gaming properties and 40 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and 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 130 million square

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feet, our well-maintained properties are currently located across urban, destination and drive-to markets in twenty-six states, one U.S. territory and Canada, contain approximately 66,000 hotel rooms and feature over 700 restaurants, bars, nightclubs and sportsbooks. As of September 30, 2026, our properties are 100% leased with a weighted average lease term based on contractual rent, including extension options, of approximately 39.4 years.

We also have 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, Club Med, Great Wolf Resorts, Homefield, Kalahari Resorts, and Lucky Strike Entertainment. This portfolio includes certain real estate debt investments that were originated for strategic purposes, including (i) the potential to convert our investment into the ownership of the underlying real estate, (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 criteria and objectives, and (iii) the ability to make investments in experiential asset classes outside of gaming with a goal of increasing our investment activity in these asset classes over time. 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. 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 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 substantially 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 TRS, VICI Golf.

The financial information included in this Quarterly Report on Form 10-Q is our consolidated results (including the real property business and the golf course business) for the three and nine months ended September 30, 2026.

Impact of Material Trends on Our Business

The macroeconomic environment continues to create additional risk and uncertainty for businesses, including us and our tenants, including the impact of, and expectations relating to, changing interest rates, inflationary and recessionary threats, geopolitical and regulatory uncertainty, and increased cost of capital. Our tenants also face additional challenges, including potential changes in consumer confidence levels, behavior and spending, increasing competition from a variety of sources, and increased operational expenses, such as with respect to the impact of tariffs or trade barriers, labor, insurance or energy costs. As a triple-net lessor, our tenants’ operational performance, as impacted by factors such as increased competition or operational expenses at our leased properties, generally does not directly impact their rent obligations or other obligations under our lease agreements (other than compliance with financial covenants and other terms when applicable). Our borrowers are similarly responsible for operating their businesses, subject to compliance with the terms of our loan agreements. However, our tenants’ and borrowers’ business strategies and their ability to execute their business plans effectively, including in response to evolving macroeconomic, competitive, regulatory and consumer dynamics, may impact our financial results and performance, especially over the long term.

As part of our portfolio and asset management function, we monitor our tenants’ and borrowers’ financial performance on an ongoing basis. Financial underperformance or operating challenges experienced by any of our tenants or borrowers, whether driven by consumer shifts, competitive dynamics, strategic decisions, or broader industry or macroeconomic conditions, may adversely affect their ability to fulfill their contractual obligations under our lease and loan agreements. The full extent to which the trends described herein adversely affect our tenants and borrowers, the industries in which they operate, and/or ultimately impact our business, financial results and performance 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 the trends discussed in this section and the impact of any future measures taken in response to such trends.

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For more information, refer to the sections entitled “Key Trends That May Affect Our Business” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and as updated from time to time in our other filings with the SEC.

SIGNIFICANT ACTIVITIES DURING 2026

Acquisition and Leasing Activity

•Century Casinos Canada Severance Lease. On September 28, 2026, in connection with Century Casinos’ agreement to sell the operations of the Century Canada Racinos to a subsidiary of Highfield, we announced an agreement to enter into (i) the Highfield Master Lease, a new separate triple-net lease agreement with a subsidiary of Highfield with respect to the real property of the Century Canada Racinos, and (ii) an amendment to the existing Century Master Lease in order to account for Century Casinos’ divestiture of the operations of the Century Canada Racinos and to reduce the annual base rent under the Century Master Lease by the initial base rent under the Highfield Master Lease. The Highfield Master Lease will have an initial annual base rent of C$10.7 million (approximately US$7.5 million as of the day prior to announcement) and, if closing occurs after January 1, 2027, such base rent shall escalate as provided for in the Century Master Lease on such date. Upon closing, the Highfield Master Lease will begin a new 20-year initial lease term with four 5-year renewal options, with other economic terms substantially similar to the terms for the Canadian assets under the Century Master Lease, including escalation equal to the greater of 1.25% and the change in Canadian CPI (capped at 2.5%) and a minimum capital expenditure requirement equal to 1.0% of annual net revenue at each property. The Highfield Master Lease will be guaranteed by Highfield Investment Group, Inc. The transaction is subject to customary closing conditions and regulatory approvals and is expected to be completed in the fourth quarter of 2026 or the first quarter of 2027.

•Gamehost Transaction. On June 24, 2026, we closed on the previously announced Gamehost Transaction to acquire the Gamehost Portfolio, comprised of the real estate assets of Deerfoot Inn & Casino, Great Northern Casino and two limited-service hotels that are adjacent to Great Northern Casino, located in Alberta, Canada, in connection with the PURE Gamehost Acquisition for an aggregate purchase price of C$200.6 million (approximately US$141.0 million based on the exchange rate at the time of the transaction closing). We financed the Gamehost Transaction with a combination of cash on hand and a C$185.0 million (approximately US$130.0 million based on the exchange rate at the time of the transaction closing) draw under our Revolving Credit Facility.

Simultaneous with the closing of the PURE Gamehost Acquisition, the Gamehost Portfolio was added to the existing PURE Master Lease and annual rent increased by C$16.1 million (US$11.3 million based on the exchange rate at the time of the transaction closing). The Gamehost Portfolio rent will escalate at 1.0% on February 1 following the first full 12 months post-closing (consistent with the timing of the PURE Master Lease), and subsequent escalation will conform to the PURE Master Lease thereafter at the greater of 1.5% or the change in Canadian CPI (capped at 2.5%). Additionally, the term of the PURE Master Lease was extended such that, as of closing of the PURE Gamehost Acquisition, the PURE Master Lease has a full 25 years remaining in the initial lease term, with four 5-year tenant renewal options. The tenant’s obligations under the PURE Master Lease continue to be guaranteed by Indigenous Gaming Partners Inc.

•Club Med St. Croix Transaction. On June 15, 2026, we announced the acquisition and planned redevelopment of the Carambola Beach Resort, or St. Croix Resort, located in the U.S. Virgin Islands, in association with Club Med, the pioneer of the all-inclusive resort concept with nearly 60 resorts spanning across 40 countries on five continents. Following our acquisition of the St. Croix Resort for $20.3 million, we entered into the Club Med Lease and have agreed to fund Club Med’s $55.2 million redevelopment of the St. Croix Resort through a build-to-suit structure. Construction has commenced with a targeted reopening in the fourth quarter of 2027.

•Golden Entertainment Transaction. On April 30, 2026, we closed on the previously announced transaction to acquire 100% of the land, real property and improvements of the Golden Portfolio, comprised of seven casino properties, from Golden Entertainment for $1.15 billion and entered into the Golden Entertainment Master Lease with Golden OpCo, a newly formed entity owned and controlled by Blake L. Sartini, former chairman and chief executive officer of Golden Entertainment, which entity acquired the operating business of Golden Entertainment 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 Entertainment Master Lease has an initial total annual rent of $87.0 million

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and an initial term of 30 years, with four 5-year tenant renewal options. Rent under the Golden Entertainment Master Lease will escalate annually at 2.0% beginning in Lease Year 3. The obligations of Golden OpCo under the Golden Entertainment Master Lease are guaranteed by a holding company owned and controlled by Mr. Sartini, which owns all of the gaming and operating assets formerly owned by Golden Entertainment, with additional credit support provided by financial covenants within the lease.

•Northfield Park Severance Lease. On April 21, 2026, we entered into the Northfield Park Lease, a new triple-net lease agreement with an affiliate of funds managed by Clairvest with respect to the real property of Northfield Park, located in Northfield, Ohio, in connection with MGM’s previously announced agreement to sell the operations of Northfield Park to an affiliate of Clairvest. In connection with the closing, we entered into 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 has an initial annual base rent of $53.0 million. On May 1, 2026, concurrent with the escalation of the MGM Master Lease, the Northfield Park Lease escalated by 2.0%, resulting in an annual base rent of $54.0 million. The Northfield Park Lease has a 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 on May 1st each year (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 is guaranteed by an affiliate of funds managed by Clairvest that owns the operations of Northfield Park, with additional credit support provided by financial covenants within the lease.

Real Estate Debt Investment Activity

•One Beverly Hills Mezzanine Loan. On March 23, 2026, we provided a $1.5 billion mezzanine loan that is subordinate to a $2.8 billion senior loan commitment led by J.P. Morgan as part of the construction financing for One Beverly Hills, a landmark 17.5-acre luxury experiential lifestyle hub in Beverly Hills, California. The mezzanine loan represents a $1.05 billion incremental commitment beyond our previous $450.0 million investment in the project, which was repaid in connection with the refinancing. One Beverly Hills is being developed by Cain and will be anchored by Aman Beverly Hills, featuring an Aman Hotel and Aman-branded residences, and includes a full-scale refurbishment of The Beverly Hilton, additional retail, food and beverage offerings, and 10 acres of botanical gardens and open space. Construction of the development has commenced and is expected to be completed in 2028.

The mezzanine loan has an initial term of 4 years with one 12-month extension option, subject to certain conditions, and will be deployed over the course of the initial term. Upon the closing of the transaction, we deployed an initial funding of $650.0 million. We have funded and intend to continue to fund the investment with cash on hand.

The following table summarizes our real estate debt investment activity (each as defined in the column titled “Real Estate Debt Investment”) for the nine months ended September 30, 2026:

(In millions)

Real Estate Debt Investment

Investment Type

Maximum Principal Amount

Collateral

One Beverly Hills Loan

Mezzanine

1,500.0

Luxury experiential lifestyle hub in Beverly Hills, California

Chelsea Piers Stamford Loan

Senior Secured Loan

10.0

Certain equipment of the fitness club in Stamford, Connecticut

Chelsea Piers Jersey City Loan

Senior Secured Loan

6.0

Certain equipment of the fitness club in Jersey City, New Jersey

Total

1,516.0

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Financing and Capital Markets Activity

•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.

•Forward-Starting Interest Rate Swaps. During the nine months ended September 30, 2026, we entered into twelve forward-starting interest rate swap agreements for an aggregate notional amount of $600.0 million and four U.S. Treasury Rate Lock agreements for an aggregate notional amount of $500.0 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 in connection with the refinancing of our senior unsecured notes maturing in September and December 2026. On August 7, 2026, we settled all the outstanding forward-starting interest rate swap agreements and U.S. Treasury Rate Lock agreements, resulting in net proceeds of $20.0 million. Since the forward-starting swaps are hedging the interest rate risk on the August 2026 Notes, the unrealized gain in Accumulated other comprehensive income will be amortized over the term of the respective derivative instruments, which matches that of the underlying note, as a decrease in interest expense.

•At-The-Market Offering Program. During the nine months ended September 30, 2026, we did not sell any shares under the ATM Program. During the nine months ended September 30, 2026, we physically settled 7,750,000 forward shares under the ATM Program in exchange for total net settlement proceeds of approximately $242.1 million.

•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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RESULTS OF OPERATIONS

The results of operations discussion of VICI and VICI LP are presented combined as there are no material differences between the two reporting entities. Further, Golf revenues and Golf expenses, which are wholly attributable to VICI and not VICI LP, are shown as separate line items in the Statement of Operations of VICI.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2026		2025		Variance		2026	2025		Variance
Revenues
Income from sales-type leases	$	556,749			$	531,765		$	24,984		$	1,642,668		$	1,590,717	$	51,951

Income from lease financing receivables, loans and securities	482,642			447,986			34,656		1,412,990		1,314,726		98,264
Other income	18,969			19,547			(578)		56,783		58,596		(1,813)
Golf revenues	7,124			8,190			(1,066)		30,069		28,987		1,082
Total revenues	1,065,484			1,007,488			57,996		3,142,510		2,993,026		149,484

Expenses
General and administrative	17,479			16,344			1,135		48,884		45,765		3,119
Depreciation	876			937			(61)		2,841		2,674		167
Other expenses	18,969			19,547			(578)		56,783		58,596		(1,813)
Golf expenses	6,858			6,765			93		20,722		19,736		986
Change in allowance for credit losses	458,030			(20,153)			478,183		610,314		24,803		585,511
Transaction and acquisition expenses	194			9			185		2,176		7,488		(5,312)
Total expenses	502,406			23,449			478,957		741,720		159,062		582,658


Interest expense	(214,983)			(210,333)			(4,650)		(634,272)		(633,381)		(891)
Interest income	1,564			3,881			(2,317)		8,285		9,871		(1,586)
Other (losses) gains	(229)			(82)			(147)		(595)		792		(1,387)
Income before income taxes	349,430			777,505			(428,075)		1,774,208		2,211,246		(437,038)
Provision for income taxes	(2,579)			(3,885)			1,306		(6,092)		(6,993)		901
Net income	346,851			773,620			(426,769)		1,768,116		2,204,253		(436,137)
Less: Net income attributable to non-controlling interests	(4,317)			(11,580)			7,263		(26,671)		(33,527)		6,856
Net income attributable to common stockholders	$	342,534			$	762,040		$	(419,506)		$	1,741,445		$	2,170,726	$	(429,281)

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Revenue

For the three and nine months ended September 30, 2026 and 2025, our revenue was comprised of the following items:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2026		2025		Variance		2026	2025		Variance
Leasing revenue	$	960,253			$	918,775		$	41,478		$	2,843,457		$	2,747,275	$	96,182
Income from loans and securities	79,138			60,976			18,162		212,201		158,168		54,033
Other income	18,969			19,547			(578)		56,783		58,596		(1,813)
Golf revenues	7,124			8,190			(1,066)		30,069		28,987		1,082
Total revenues	$	1,065,484			$	1,007,488		$	57,996		$	3,142,510		$	2,993,026	$	149,484

Leasing Revenue

The following table details the components of our income from sales-type and financing receivables leases:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2026		2025		Variance		2026	2025		Variance
Income from sales-type leases	$	556,749			$	531,765		$	24,984		$	1,642,668		$	1,590,717	$	51,951

Income from lease financing receivables (1)	403,504			387,010			16,494		1,200,789		1,156,558		44,231
Total leasing revenue	960,253			918,775			41,478		2,843,457		2,747,275		96,182
Non-cash adjustment (2)	(131,964)			(131,247)			(717)		(401,209)		(393,370)		(7,839)
Total contractual leasing revenue	$	828,289			$	787,528		$	40,761		$	2,442,248		$	2,353,905	$	88,343

____________________

(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 $41.5 million and $96.2 million during the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025, respectively. Total contractual leasing revenue increased $40.8 million and $88.3 million during the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025, respectively. The increases were primarily driven by the addition of the Golden Entertainment Master Lease to our portfolio in April 2026 and the addition of the Gamehost Portfolio to the PURE Master Lease in June 2026, as well as annual rent escalators from certain of our lease agreements.

Income From Loans and Securities

Income from loans and securities increased $18.2 million and $54.0 million during the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025, respectively. The increases were primarily 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.

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Expenses

For the three and nine months ended September 30, 2026 and 2025, our operating expenses were comprised of the following items:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2026		2025		Variance		2026	2025		Variance
General and administrative	$	17,479			$	16,344		$	1,135		$	48,884		$	45,765	$	3,119
Depreciation	876			937			(61)		2,841		2,674		167
Other expenses	18,969			19,547			(578)		56,783		58,596		(1,813)
Golf expenses	6,858			6,765			93		20,722		19,736		986
Change in allowance for credit losses	458,030			(20,153)			478,183		610,314		24,803		585,511
Transaction and acquisition expenses	194			9			185		2,176		7,488		(5,312)
Total expenses	$	502,406			$	23,449		$	478,957		$	741,720		$	159,062	$	582,658

General and Administrative Expenses

General and administrative expenses increased $1.1 million and $3.1 million for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025, respectively. The increases were primarily driven by an increase in compensation, including stock-based compensation.

Change in Allowance for Credit Losses

Change in allowance for credit losses increased $478.2 million and $585.5 million during the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025, respectively, primarily as a result of (i) an increase in the estimate for the Long-Term Period PD for Caesars as a result of a credit rating agency’s downgrade of the credit rating of Caesars’ senior secured debt, (ii) an increase in the allowance of the Caesars Regional Master Lease and the Joliet Lease driven by revised estimates during the tenant renewal periods, (iii) the initial CECL allowance recorded on our acquisitions of the Golden Portfolio, Gamehost Portfolio, and our debt investment activity, and (iv) an increase in the estimate of the Long-Term Period PD for one of our tenants. Refer to Note 5 - Allowance for Credit Losses for further details.

Transaction and Acquisition Expenses

Transaction and acquisition expenses increased $0.2 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, and decreased $5.3 million during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. 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.

Other Income and Expenses

For the three and nine months ended September 30, 2026 and 2025, our other income and expenses were comprised of the following items:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2026		2025		Variance		2026	2025		Variance

Interest expense	$	(214,983)			$	(210,333)		$	(4,650)		$	(634,272)		$	(633,381)	$	(891)
Interest income	1,564			3,881			(2,317)		8,285		9,871		(1,586)
Other (losses) gains	(229)			(82)			(147)		(595)		792		(1,387)

Interest Expense

Interest expense increased $4.7 million and $0.9 million during the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025, respectively, primarily due to an increase in the

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weighted average interest rate of our debt, net of the impact of the forward-starting interest rate swaps and treasury locks for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, as a result of a higher effective interest rate on the April 2025 Notes and August 2026 Notes as compared to the debt that was refinanced by such notes.

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 and (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.

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, capitalized interest on real estate under development, 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 (or losses), deferred income tax provision (or benefit), other non-recurring non-cash transactions and non-cash adjustments attributable to non-controlling interests 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 adjustments attributable to non-controlling interests.

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.

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Reconciliation of VICI’s Net Income to FFO, FFO per Share, AFFO, AFFO per Share and Adjusted EBITDA


	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands, except share data and per share data)	2026		2025		2026		2025
Net income attributable to common stockholders	$	342,534			$	762,040		$	1,741,445	$	2,170,726
Real estate depreciation	—			—			—		—

FFO attributable to common stockholders	342,534			762,040			1,741,445		2,170,726
Non-cash leasing and financing adjustments	(131,953)			(131,171)			(401,130)		(393,240)
Non-cash change in allowance for credit losses	458,030			(20,153)			610,314		24,803
Non-cash stock-based compensation	4,895			4,415			13,629		11,758
Transaction and acquisition expenses	194			9			2,176		7,488
Amortization of debt issuance costs and original issue discount	18,070			17,395			52,759		54,909
Capitalized interest on real estate under development	(283)			—			(339)		—
Other depreciation	743			806			2,445		2,284
Capital expenditures	(2,660)			(189)			(3,420)		(939)

Other losses (gains) (1)	229			82			595		(792)
Deferred income tax provision	1,476			2,776			1,486		2,848
Non-cash adjustments attributable to non-controlling interests	(6,070)			1,559			(4,212)		3,884
AFFO attributable to common stockholders	685,205			637,569			2,015,748		1,883,729
Interest expense, net	195,632			189,057			573,567		568,601
Current income tax expense	1,103			1,109			4,606		4,145
Adjustments attributable to non-controlling interests	(2,162)			(2,153)			(6,415)		(6,518)
Adjusted EBITDA attributable to common stockholders	$	879,778			$	825,582		$	2,587,506	$	2,449,957

Net income per common share
Basic	$	0.31			$	0.71		$	1.60	$	2.05
Diluted	$	0.31			$	0.71		$	1.60	$	2.05
FFO per common share
Basic	$	0.31			$	0.71		$	1.60	$	2.05
Diluted	$	0.31			$	0.71		$	1.60	$	2.05




AFFO per common share
Basic	$	0.62			$	0.60		$	1.86	$	1.78
Diluted	$	0.62			$	0.60		$	1.86	$	1.78
Weighted average number of shares of common stock outstanding
Basic	1,100,560,183			1,067,253,644			1,086,503,368		1,059,870,808
Diluted	1,100,625,472			1,068,369,218			1,086,581,026		1,060,732,039

____________________

(1)Represents non-cash foreign currency remeasurement adjustment and gain on sale of certain land parcels.

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of September 30, 2026, our available cash and cash-equivalents balance and capacity under our Revolving Credit Facility were as follows:


(In thousands)	September 30, 2026
Cash and cash equivalents	$	270,321


Capacity under Revolving Credit Facility (1)	2,232,168


Total	$	2,502,489

____________________

(1)In addition, the Credit Agreement includes the option (i) to increase the revolving loan commitments by up to $1.0 billion and (ii) 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.

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, and proceeds from any future issuances of debt and equity securities (including issuances under the ATM Program or 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 interest rate environment, inflationary pressures, 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 II. Item 1A. Risk Factors herein from our Annual Report on Form 10-K for the year ended December 31, 2025.

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, the 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, Lucky Strike OP Units holders 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. 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 September 30, 2026, we had $17.2 billion of debt obligations outstanding, of which $750.0 million matures on February 1, 2027 and $750.0 million matures on February 15, 2027. 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.

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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 future contractual operating commitments (such as future lease payments under our corporate lease) are included in the following table as of September 30, 2026. 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		2026 (remaining)		2027		2028		2029		2030 and Thereafter
Long-term debt, principal
	Senior Unsecured Notes		$	13,950,000			$	—			$	1,500,000		$	2,000,000			$	1,750,000		$	8,700,000
	MGM Grand/Mandalay Bay CMBS Debt		3,000,000			—			—			—		—			3,000,000



























	Revolving Credit Facility		267,832			—			—			—		267,832			—

Scheduled interest payments (1)		5,406,031			132,278			802,235			703,418		630,442			3,137,658
Total debt contractual obligations		22,623,863			132,278			2,302,235			2,703,418		2,648,274			14,837,658

Future funding commitments, leases and contracts (2)
	Future funding commitments – loan investments (3)		965,563			232,093			305,076			138,723		152,898			136,773
	Future funding commitments – real estate under development (3)		53,326			11,179			42,002			145		—			—
	Golf course operating lease and contractual commitments		36,210			551			2,241			2,286		2,331			28,801
	Corporate office leases		14,050			436			871			1,742		828			10,173
Total future funding commitments, leases and contracts		1,069,149			244,259			350,190			142,896		156,057			175,747

Total contractual commitments		$	23,693,012			$	376,537			$	2,652,425		$	2,846,314			$	2,804,331		$	15,013,405

____________________

(1) Estimated interest payments on variable interest debt under our Revolving Credit Facility are based on the applicable CORRA and SONIA rates as of September 30, 2026.

(2) Excludes ground and use leases which are paid directly by our tenants to the primary lease holder.

(3) 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 strategy. As of September 30, 2026, 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 future funds, prior to November 1, 2026 (although we do not currently expect the tenant to draw such additional funds prior to expiration of the option). The utilization of funding commitments under the Partner Property Growth Fund strategy, 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.

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Cash Flow Analysis

The table below summarizes our cash flows for the nine months ended September 30, 2026 and 2025:


		Nine Months Ended September 30,
(In thousands)	2026		2025	Variance
Cash, cash equivalents and restricted cash
	Provided by operating activities	$	2,015,249		$	1,818,047		$	197,202
	Used in investing activities	(1,164,990)		(765,460)			(399,530)
	Used in financing activities	(1,142,937)		(1,070,208)			(72,729)
	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(480)		509			(989)
	Net decrease in cash, cash equivalents and restricted cash	(293,158)		(17,112)			(276,046)
	Cash, cash equivalents and restricted cash, beginning of period	563,479		524,615			38,864
	Cash, cash equivalents and restricted cash, end of period	$	270,321		$	507,503		$	(237,182)

Cash Flows from Operating Activities

Net cash provided by operating activities increased $197.2 million for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025. The increase was primarily driven by an increase in cash rental payments from our real estate portfolio as a result of the addition of the Golden Entertainment Master Lease and the Gamehost Portfolio portion of the PURE Master Lease, the receipt of payment-in-kind interest, the annual rent escalators from our lease agreements and incremental interest income from additional loan fundings.

Cash Flows from Investing Activities

Net cash used in investing activities increased $399.5 million for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025.

During the nine months ended September 30, 2026, 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 $1,158.7 million;

•Principal repayments of loans and receipts of deferred fees in the amount of $558.2 million;

•Cash portion of the Golden Entertainment Transaction of $435.7 million;

•Payments for the Gamehost Transaction for a total cost of $143.5 million, including acquisition costs;

•Maturities of short-term investments of $44.5 million; and

•Payments for the Club Med St. Croix Transaction for a total cost of $25.5 million, including acquisition costs.

During the nine months ended September 30, 2025, 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 $786.4 million; and

•Proceeds from the partial repayment of the Cabot Saint Lucia and Homefield loan and the Hard Rock Ottawa Notes and deferred fees in the amount of $20.3 million.

Cash Flows from Financing Activities

Net cash used in financing activities increased $72.7 million for the nine months ended September 30, 2026, compared with the nine months ended September 30, 2025.

During the nine months ended September 30, 2026, the primary sources and uses of cash in financing activities included:

•Net proceeds from the issuance of the August 2026 Notes in the amount of $1,725.0 million;

•Redemption of the then-outstanding (i) $480.5 million aggregate principal amount of 4.500% Exchange Notes due 2026, (ii) $1,250.0 million 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;

•Dividend payments of $1,457.5 million;

•Net proceeds of $242.1 million from the physical settlement of 7,750,000 forward shares under our ATM Program;

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•Draws of $420.2 million and repayments of $290.0 million on our Revolving Credit Facility;

•Distributions of $24.8 million to non-controlling interests;

•Payments of debt issuance costs of $5.3 million; and

•Repurchase of shares of common stock for tax withholding in connection with the vesting of employee stock compensation of $2.3 million.

During the nine months ended September 30, 2025, the primary sources and uses of cash from financing activities included:

•Net proceeds from the issuance of the April 2025 Notes in the amount of $1,284.4 million;

•Redemption of the outstanding (i) $799.4 million in aggregate principal amount of the 4.625% Exchange Notes due 2025, (ii) $500.0 million in aggregate principal amount of the 4.375% April 2022 Notes due 2025, and (iii) $0.6 million in aggregate principal amount of the 4.625% MGP OP Notes due 2025;

•Dividend payments of $1,372.7 million;

•Net proceeds of $375.4 million from the physical settlement of 12,101,372 forward shares under our ATM Program;

•Draws of $426.0 million and repayments of $432.7 million on our Revolving Credit Facility;

•Payments of debt issuance costs of $19.4 million;

•Distributions of $24.0 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 $7.2 million.

Debt

For a summary of our debt obligations as of September 30, 2026, refer to Note 7 - Debt.

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 September 30, 2026, we were in compliance with all debt-related covenants.

Distribution Policy

We intend to make regular quarterly distributions to holders of shares of our common stock. Dividends declared (on a per share basis) during the nine months ended September 30, 2026 and 2025 were as follows:

Nine Months Ended September 30, 2026

Declaration Date

Record Date

Payment Date

Period

Dividend

March 5, 2026

March 19, 2026

April 9, 2026

January 1, 2026 – March 31, 2026

0.4500

June 4, 2026

June 18, 2026

July 9, 2026

April 1, 2026 – June 30, 2026

0.4500

September 3, 2026

September 17, 2026

October 8, 2026

July 1, 2026 – September 30, 2026

0.4600

Nine Months Ended September 30, 2025

Declaration Date

Record Date

Payment Date

Period

Dividend

March 6, 2025

March 20, 2025

April 3, 2025

January 1, 2025 – March 31, 2025

0.4325

June 5, 2025

June 18, 2025

July 10, 2025

April 1, 2025 – June 30, 2025

0.4325

September 4, 2025

September 18, 2025

October 9, 2025

July 1, 2025 – September 30, 2025

0.4500

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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. In addition, a REIT will be required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions it makes in a calendar year are less than the sum of 85% of its ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years.

We intend to continue to make distributions to our stockholders to comply with the REIT requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and to avoid or otherwise minimize paying entity level federal income or excise tax (other than at any TRS of ours). We may generate taxable income greater than our income for financial reporting purposes prepared in accordance with GAAP. Further, we may generate REIT taxable income greater than our cash flow from operations after operating expenses and debt service as a result of differences in timing between the recognition of REIT taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.

Critical Accounting Policies and Estimates

A complete discussion of our critical accounting policies and estimates is included in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes in our critical policies and estimates for the nine months ended September 30, 2026.

Item 3. 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 September 30, 2026, we had $17.2 billion aggregate principal amount of outstanding indebtedness, of which 98.4% has a fixed interest rate and 1.6% has a variable interest rate, representing the US$267.8 million outstanding balance under the Revolving Credit Facility (denominated in CAD and GBP). As of September 30, 2026, 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 $2.7 million using the applicable exchange rate as of September 30, 2026.

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, thereby exposing us to interest rate risk in connection with such refinancings. 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 or refinance existing debt 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.

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Item 4. 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.

VICI’s management has evaluated, under the supervision and with the participation of our 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.

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 September 30, 2026, 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 our 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.

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 September 30, 2026, that have materially affected, or are reasonably likely to materially affect, VICI LP’s internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information contained under the heading “Litigation” in Note 10 - Commitments and Contingent Liabilities to our Financial Statements included in this report is incorporated by reference into this Item 1.

Item 1A. Risk Factors

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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

(b) Use of Proceeds from Registered Securities

Not applicable.

VICI Properties Inc.

During the three months ended September 30, 2026, VICI Properties Inc. did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act.

VICI Properties L.P.

During the three months ended September 30, 2026, VICI LP did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6.Exhibits

Incorporated by Reference

Exhibit
Number

Exhibit Description

Filed Herewith

Form

Exhibit

Filing Date

4.1

Fifth Supplemental Indenture, dated as of August 14, 2026, between VICI Properties L.P. and UMB Bank, National Association, as trustee.

8-K

4.2

8/14/2026

4.2

Form of Global Note representing the 5.400% Senior Notes due 2031 (included in Exhibit 4.1).

8-K

4.3

8/14/2026

4.3

Form of Global Note representing the 5.750% Senior Notes due 2036 (included in Exhibit 4.1).

8-K

4.4

8/14/2026

31.1

VICI Properties Inc. Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

VICI Properties Inc. Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3

VICI Properties L.P. Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4

VICI Properties L.P. Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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.

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

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Furnished herewith

Table of Contents

SIGNATURES

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

VICI PROPERTIES INC.

Signature

Title

Date

/s/ EDWARD B. PITONIAK

Chief Executive Officer and Director

October 28, 2026

Edward B. Pitoniak

(Principal Executive Officer)

/s/ DAVID A. KIESKE

Chief Financial Officer

October 28, 2026

David A. Kieske

(Principal Financial Officer)

/s/ JEREMY L. WAXMAN

Chief Accounting Officer

October 28, 2026

Jeremy L. Waxman

(Principal Accounting Officer)

VICI PROPERTIES L.P.

Signature

Title

Date

/s/ EDWARD B. PITONIAK

Chief Executive Officer and Director

October 28, 2026

Edward B. Pitoniak

(Principal Executive Officer)

/s/ DAVID A. KIESKE

Chief Financial Officer

October 28, 2026

David A. Kieske

(Principal Financial Officer)

/s/ JEREMY L. WAXMAN

Chief Accounting Officer

October 28, 2026

Jeremy L. Waxman

(Principal Accounting Officer)

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