VICI PROPERTIES INC.

VICI Properties Inc. (VICI) operates as a Maryland corporation primarily engaged in owning and acquiring gaming, hospitality, wellness, entertainment, and leisure destinations, which it refers to as "experiential assets," subject to long-term triple net leases. As of December 31, 2025, VICI's portfolio comprises 93 experiential assets, including 54 gaming properties and 39 other experiential properties across the United States and Canada ¹. These properties encompass approximately 127 million square feet, 60,300 hotel rooms, and over 500 restaurants, bars, nightclubs, and sportsbooks ¹. The company also owns approximately 33 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip, leased to Caesars Entertainment, Inc. ¹. VICI conducts its golf course business through a taxable REIT subsidiary, VICI Golf LLC ¹.

VICI's core business model revolves around generating revenue from long-term triple-net lease agreements for its experiential assets. Under these leases, tenants are responsible for all property costs and expenses, including utilities, property tax, insurance, maintenance, repair, improvement, and other capital expenditures ¹. The lease agreements typically have initial terms ranging from 15 to 32 years, with several tenant renewal options extending the term for another 5 to 30 years ¹. All leases include annual base rent escalations, which can be fixed (1% to 2%) or variable (greater of 2% or CPI, subject to caps) ¹. As of December 31, 2025, 42% of VICI's full-year 2025 rent and 90% of its long-term rent feature CPI-linked escalation (subject to applicable caps) ¹. The company also has a growing array of real estate and financing partnerships, including real estate debt investments originated for strategic purposes, such as potential conversion to real estate ownership, relationship development, and initial investments in non-gaming experiential asset classes ¹.

The company's portfolio is diversified across gaming properties and other experiential properties. The gaming portfolio, as of December 31, 2025, includes 54 properties leased to major operators like Caesars, MGM, Century Casinos, Inc., Cherokee Nation Businesses, L.L.C., Eastern Band of Cherokee Indians, Foundation Gaming & Entertainment, LLC, Seminole Hard Rock International, JACK Ohio LLC, and Indigenous Gaming Partners Inc. ¹. Notable gaming properties include Caesars Palace Las Vegas, MGM Grand, and the Venetian Resort Las Vegas ¹. The other experiential portfolio consists of 39 properties, including bowling entertainment centers leased to Lucky Strike Entertainment Corporation and Chelsea Piers in New York, NY ¹. VICI also owns four championship golf courses: Serket, Cascata, Chariot Run, and Grand Bear ¹.

For the fiscal year ended December 31, 2025, VICI reported total revenues of $4.006 billion ². This was comprised of $2.125 billion from sales-type leases ⁴, $1.763 billion from lease financing receivables, loans and securities ⁴, $77.479 million from other income ⁴, and $39.776 million from golf revenues ⁴. Total expenses were $358.544 million ⁴, leading to an income before income taxes of $2.821 billion ⁴. Net income attributable to common stockholders was $2.775 billion ⁴, resulting in diluted EPS of $2.61 ⁴. The company's cash and cash equivalents stood at $563.479 million ⁵ as of December 31, 2025, with total long-term debt of $17.1 billion ⁶. Free cash flow, as represented by net cash provided by operating activities, was $2.510 billion ⁷.

Comparing 2025 to 2024, total revenues increased by $156.911 million ⁴, or 4.1% ². Leasing revenue grew by $73.582 million ⁸, primarily due to incremental rent increases from funding $400.0 million ⁹ of capital investments into the Venetian Resort and annual rent escalators from other lease agreements ². Income from loans increased by $83.947 million ⁸, driven by the origination and funding of debt investments ². General and administrative expenses decreased by $4.027 million ⁴, mainly due to a one-time charitable contribution in 2024 and a decrease in compensation ². The change in allowance for credit losses increased by $51.167 million ⁴, primarily due to market performance of tenants, changes in the macroeconomic model, and higher initial CECL allowances on loan origination activity ². Interest expense increased by $17.517 million ⁴, driven by a higher weighted average annualized interest rate of 4.46% ¹⁰ in 2025 compared to 4.34% ¹⁰ in 2024 ².

During 2025, VICI announced a $1.16 billion ¹¹ transaction to acquire seven casino properties from Golden Entertainment, Inc. and enter into the Golden Master Lease with an initial annual rent of $87.0 million ¹¹. The company also made three real estate debt investments totaling $966.0 million ¹² of commitments, funding $883.4 million ¹³ of new and existing loan commitments ². VICI increased its quarterly cash dividend to $0.45 per share ¹⁴ (or $1.80 per share on an annualized basis ¹⁴), representing a 4.0% ¹⁴ increase ². Furthermore, VICI LP issued $1.3 billion ¹⁵ in aggregate principal amount of investment grade senior unsecured notes in April 2025 to refinance existing debt ². The company sold 7,835,973 ¹⁶ forward shares under its ATM Program for an estimated aggregate net offering value of $252.8 million ¹⁶ and settled 12,101,372 ¹⁷ forward shares for aggregate net proceeds of $375.7 million ¹⁷.

Management has provided specific guidance for the upcoming period. The company announced a $1.16 billion ¹¹ transaction to acquire seven casino properties from Golden Entertainment, Inc., which is expected to close in mid-2026 ¹¹. This transaction includes an initial annual rent of $87.0 million ¹¹ under the Golden Master Lease, with rent escalating annually at 2.0% ¹¹ beginning in Lease Year 3 ¹¹. Additionally, in connection with MGM's sale of Northfield Park operations, VICI agreed to a new triple-net lease with an affiliate of Clairvest Group Inc. for Northfield Park, with an initial annual base rent of $53.0 million ¹⁸ (or $54.0 million ¹⁸ if the transaction closes on or after May 1, 2026 ¹⁸). This transaction is also expected to be completed in the first half of 2026 ¹⁸.

A major growth vector for VICI is the acquisition and investment in experiential assets. The company intends to continue pursuing acquisitions of, and investments in, gaming, hospitality, wellness, entertainment, and leisure sector properties ¹. This strategy is supported by several embedded growth agreements, including put-call, call right, right of first refusal (ROFR), and right of first offer (ROFO) agreements ¹. For instance, VICI has a call right agreement with Canyon Ranch to acquire the real estate assets of Canyon Ranch Austin, Lenox, and Tucson ¹. Another call right agreement with Homefield Kansas City provides an option on the Margaritaville Resort, new Homefield youth sports training facility, new Homefield baseball center, and existing Homefield youth sports complex in Olathe, Kansas ¹. The Lucky Strike Master Lease also contains a ROFO for any current or future Lucky Strike properties if a sale-leaseback transaction is pursued within the first eight years of the initial term ¹.

Operationally, VICI's long-term triple-net leases include rent escalations over specified periods, which are generally expected to continue regardless of the cash flows generated by the properties ¹. As of December 31, 2025, 42% ¹ of the full-year 2025 rent and 90% ¹ of the rent over the long-term feature CPI-linked escalation, subject to applicable caps ¹. This contractual escalation provides a degree of inflation protection. The company also has a Partner Property Growth Fund strategy, where it funds "same-store" capital improvements in exchange for increased rent ¹. For example, VICI has committed up to $700.0 million ¹⁹ for capital investment into the Venetian Resort, with $400.0 million ¹⁹ already funded and an incremental $300.0 million ¹⁹ available for draw until November 1, 2026 ¹⁹.

Regarding capital allocation, VICI expects to employ leverage in its capital structure and may incur additional indebtedness or issue equity to finance new asset acquisitions, invest in existing properties through its Partner Property Growth Fund strategy, refinance existing indebtedness, or for general corporate purposes ¹. The company's debt obligations as of December 31, 2025, included $17.1 billion ⁶ in long-term indebtedness, with $500.0 million ⁶ maturing on September 1, 2026, and $1.25 billion ⁶ maturing on December 1, 2026 ². VICI also had $2.4 billion ⁵ of available capacity under its Revolving Credit Facility as of December 31, 2025 ².

Management has explicitly flagged several structural headwinds and execution risks. The company is significantly dependent on its tenants for substantially all of its revenues, with Caesars and MGM comprising approximately 74% ²⁰ of total leasing revenues for the year ended December 31, 2025 ²⁰. Financial difficulties experienced by any of its tenants, borrowers, or guarantors, including potential bankruptcy or insolvency, could result in defaults or requests to modify or terminate agreements ¹. VICI is also dependent on the gaming industry, which is susceptible to heightened competition, regulatory developments, changes in consumer behavior, discretionary spending, and the overall macroeconomic environment ¹. A concentrated portion of revenues (approximately 49% ²¹ for the year ended December 31, 2025) is generated from the Las Vegas Strip, exposing the company to greater geographic risks ¹. The pursuit of acquisitions and investments is in a highly competitive industry and may be unsuccessful or fail to meet expectations ¹.

VICI faces material risks stemming from its significant dependence on tenants, particularly Caesars and MGM, which together accounted for approximately 74% ²⁰ of leasing revenues in 2025. Financial difficulties or bankruptcy of these tenants could lead to defaults under lease agreements, which require estimated annual lease payments of approximately $1.3 billion ²² from Caesars and $1.1 billion ²² from MGM for 2026, or requests for lease modifications, materially impacting VICI's revenues and ability to make distributions. The company is highly exposed to the gaming industry, which is characterized by intense competition, extensive regulation, and sensitivity to economic conditions and consumer discretionary spending, including emerging platforms like prediction markets that may operate with reduced regulatory burdens. Geographic concentration is a significant risk, with properties on the Las Vegas Strip generating approximately 49% ²¹ of total revenues in 2025, making VICI disproportionately vulnerable to local economic downturns, travel disruptions, and climate-related events such as heat and water stress. The company's substantial indebtedness, totaling approximately $17.1 billion ⁶ in long-term debt as of December 31, 2025, exposes it to default risk and increased debt service costs, especially with rising interest rates, which could limit cash available for distributions and growth. Furthermore, VICI's ability to qualify as a REIT is subject to complex tax provisions, and failure to maintain this status would result in significant adverse tax consequences, substantially reducing cash available for distribution.

Management's message to shareholders emphasizes a demonstrated track record of growth, significant scale, and stable cash flows, with over $4.0 billion ²³ in revenues in 2025 and 100% ¹ rent collection since formation. They highlight the mission-critical and non-commodity nature of their experiential real estate, which creates high barriers to entry and allows for sustained rental growth. Key strategic priorities include continuing to pursue acquisitions and investments in gaming and other experiential assets, leveraging embedded growth opportunities through various agreements (put-call, call right, ROFR, ROFO), and utilizing the Partner Property Growth Fund strategy to invest in "same-store" capital improvements in exchange for increased rent. Management also noted the increase in the quarterly cash dividend to $0.45 per share ¹⁴ (or $1.80 per share on an annualized basis ¹⁴) in the third quarter of 2025, representing a 4.0% ¹⁴ increase.