UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 10-Q

_____________________________

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2024

or

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number: 001-38372 (VICI Properties Inc.)

Commission file number: 333-264352-01 (VICI Properties L.P.)

_____________________________

VICI Properties Inc.

VICI Properties L.P.

(Exact name of registrant as specified in its charter)

_____________________________

Maryland	(VICI Properties Inc.)	81-4177147
Delaware	(VICI Properties L.P.)	35-2576503
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

535 Madison Avenue, 20th Floor New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (646) 949-4631

_____________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.01 par value	VICI	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   

VICI Properties Inc. Yes  ☒    No  ☐ VICI Properties L.P.  Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

VICI Properties Inc. Yes  ☒    No  ☐ VICI Properties L.P.  Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

VICI Properties Inc.				VICI Properties L.P.
Large Accelerated Filer	☒	Accelerated filer	☐	Large Accelerated Filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐	Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    

VICI Properties Inc. Yes   ☐   No  ☒  VICI Properties L.P.  Yes  ☐   No  ☒ 

As of April 30, 2024, VICI Properties Inc. had 1,043,181,591 shares of common stock, $0.01 par value per share, outstanding. VICI Properties L.P. has no common stock outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the three months ended March 31, 2024 of VICI Properties Inc. and VICI Properties L.P. Unless stated otherwise or the context otherwise requires, references to “VICI” mean VICI Properties Inc. and its consolidated subsidiaries, including VICI Properties OP LLC (“VICI OP”), and references to “VICI LP” mean VICI Properties L.P. and its consolidated subsidiaries. Unless stated otherwise or the context otherwise requires, the terms “the Company,” “we,” “our” and “us” mean VICI and VICI LP, including, collectively, their consolidated subsidiaries.

In order to highlight the differences between VICI and VICI LP, the separate sections in this report for VICI and VICI LP described below specifically refer to VICI and VICI LP. In the sections that combine disclosure of VICI and VICI LP, this report refers to actions or holdings of VICI and VICI LP as being “our” actions or holdings. Although VICI LP is the entity that generally, directly or indirectly, enters into contracts and joint ventures, holds assets and incurs debt, we believe that references to “we,” “us” or “our” in this context is appropriate because the business is one enterprise and we operate substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets through VICI LP.

VICI is a real estate investment trust (“REIT”) that is the sole owner of VICI Properties GP LLC, the sole general partner of VICI LP. As of March 31, 2024, VICI owns 100% of the limited liability company interests of VICI Properties HoldCo LLC (“HoldCo”), which in turn owns approximately 98.8% of the limited liability company interest of VICI OP (such interests, “VICI OP Units”), our operating partnership, which in turns owns 100% of the limited partnership interest in VICI LP. The balance of the VICI OP Units not held by HoldCo are held by third-party unit holders.

The following diagram details VICI’s organizational structure as of March 31, 2024.

We believe combining the quarterly reports on Form 10-Q of VICI and VICI LP into this single report:

•enhances investors’ understanding of VICI and VICI LP by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•eliminates duplicative disclosure and provides a more streamlined and readable presentation; and

•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

We operate VICI and VICI LP as one business. Because VICI LP is managed by VICI, and VICI conducts substantially all of its operations and owns, either directly or through subsidiaries, substantially all of its assets indirectly through VICI LP, VICI’s executive officers are VICI LP’s executive officers, although, as a partnership, VICI LP does not have a board of directors.

We believe it is important to understand the few differences between VICI and VICI LP in the context of how VICI and VICI LP operate as a consolidated company. VICI is a REIT whose only material assets are its indirect interest in VICI LP, through which it conducts its real property business. VICI also conducts its golf course business through a taxable REIT subsidiary (a “TRS”), VICI Golf LLC, a Delaware limited liability company (“VICI Golf”). As a result, VICI does not conduct business itself other than issuing public equity from time to time and does not directly incur any material indebtedness, rather VICI LP

2

holds substantially all of our assets, except for those held in VICI Golf. Except for net proceeds from public equity issuances by VICI, VICI LP generates all capital required by the Company’s business, which sources include VICI LP’s operations and its direct or indirect incurrence of indebtedness.

VICI consolidates VICI LP for financial reporting purposes, and VICI does not have material assets other than its indirect investment in VICI LP. Therefore, while there are some areas of difference between the unaudited consolidated financial statements of VICI and those of VICI LP, the assets and liabilities of VICI and VICI LP are materially the same on their respective financial statements. As of March 31, 2024, the primary areas of difference between the unaudited consolidated financial statements of VICI and those of VICI LP were cash and cash equivalents, stockholders’ equity and partners’ capital, non-controlling interests and golf operations, which include the assets and liabilities and income and expenses of VICI Golf.

To help investors understand the differences between VICI and VICI LP, this report provides:

•separate consolidated financial statements for VICI and VICI LP;

•a single set of notes to such consolidated financial statements that includes separate discussions of stockholders’ equity or partners’ equity and per share and per unit data, as applicable;

•a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that also includes discrete information related to each entity, as applicable;

•separate Part I, Item 4. Controls and Procedures sections;

•separate Part II, Item 2. Issuer Purchases of Equity Securities sections related to each entity; and

•separate Exhibits 31 and 32 certifications for each of VICI and VICI LP in order to establish that the requisite certifications have been made and that VICI and VICI LP are each compliant with Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

The separate discussions of VICI and VICI LP in this report should be read in conjunction with each other to understand our results on a consolidated basis and how management operates our business.

3

VICI PROPERTIES INC.
VICI PROPERTIES L.P.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2024
TABLE OF CONTENTS
			Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements of VICI Properties Inc. (Unaudited)		5
		Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	5
		Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2024 and 2023	6
		Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023	7
		Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	8
	Financial Statements of VICI Properties L.P. (Unaudited)		10
		Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	10
		Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2024 and 2023	11
		Consolidated Statements of Partners’ Capital for the Three Months Ended March 31, 2024 and 2023	12
		Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	13
	Notes to Consolidated Financial Statements		15
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		42
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		56
Item 4.	Controls and Procedures		57
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings		58
Item 1A.	Risk Factors		58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		58
Item 3.	Defaults Upon Senior Securities		58
Item 4.	Mine Safety Disclosures		58
Item 5.	Other Information		59
Item 6.	Exhibits		59
Signatures			60

4

PART I        FINANCIAL INFORMATION

Item 1.        Financial Statements

VICI PROPERTIES INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share and per share data)

	March 31, 2024		December 31, 2023
Assets
Real estate portfolio:
Investments in leases - sales-type, net	$	22,985,837	$	23,015,931
Investments in leases - financing receivables, net	18,266,712		18,211,102
Investments in loans and securities, net	1,224,987		1,144,177
Land	150,727		150,727
Cash and cash equivalents	485,318		522,574
Short-term investments	29,579		—
Other assets	1,014,713		1,015,330
Total assets	$	44,157,873	$	44,059,841
Liabilities
Debt, net	$	16,711,739	$	16,724,125
Accrued expenses and deferred revenue	186,556		227,241
Dividends and distributions payable	437,766		437,599
Other liabilities	1,003,254		1,013,102
Total liabilities	18,339,315		18,402,067
Commitments and contingent liabilities (Note 10)
Stockholders’ equity
Common stock, $0.01 par value, 1,350,000,000 shares authorized and 1,043,137,031 and 1,042,702,763 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	10,431		10,427
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at March 31, 2024 and December 31, 2023	—		—
Additional paid-in capital	24,124,875		24,125,872
Accumulated other comprehensive income	156,640		153,870
Retained earnings	1,122,878		965,762
Total VICI stockholders’ equity	25,414,824		25,255,931
Non-controlling interests	403,734		401,843
Total stockholders’ equity	25,818,558		25,657,774
Total liabilities and stockholders’ equity	$	44,157,873	$	44,059,841

_______________________________________________________

Note: As of March 31, 2024 and December 31, 2023, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and securities, and Other assets (sales-type sub-leases) are net of allowance for credit losses of $801.2 million, $711.5 million, $22.0 million and $21.0 million, respectively, and $701.1 million, $703.6 million, $29.8 million and $18.7 million, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

See accompanying Notes to Consolidated Financial Statements.

5

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands, except share and per share data)

	Three Months Ended March 31,
	2024		2023
Revenues
Income from sales-type leases	$	512,772	$	478,394
Income from lease financing receivables, loans and securities	409,301		371,069
Other income	19,312		18,339
Golf revenues	10,096		9,845
Total revenues	951,481		877,647
Operating expenses
General and administrative	16,192		15,005
Depreciation	1,133		814
Other expenses	19,312		18,339
Golf expenses	6,511		5,952
Change in allowance for credit losses	106,918		111,477
Transaction and acquisition expenses	305		(958)
Total operating expenses	150,371		150,629
Income from unconsolidated affiliate	—		1,280
Interest expense	(204,882)		(204,360)
Interest income	5,293		3,047
Other (losses) gains	(156)		1,963
Income before income taxes	601,365		528,948
Provision for income taxes	(1,562)		(1,087)
Net income	599,803		527,861
Less: Net income attributable to non-controlling interests	(9,787)		(9,121)
Net income attributable to common stockholders	$	590,016	$	518,740
Net income per common share
Basic	$	0.57	$	0.52
Diluted	$	0.57	$	0.52
Weighted average number of shares of common stock outstanding
Basic	1,042,404,634		1,001,526,645
Diluted	1,043,311,636		1,003,831,325
Other comprehensive income
Net income	$	599,803	$	527,861
Reclassification of derivative gain to Interest expense	(6,046)		(6,037)
Unrealized gain (loss) on cash flow hedges	12,482		(7,393)
Foreign currency translation adjustments	(3,644)		(1,664)
Comprehensive income	602,595		512,767
Comprehensive income attributable to non-controlling interests	(9,809)		(8,939)
Comprehensive income attributable to common stockholders	$	592,786	$	503,828

See accompanying Notes to Consolidated Financial Statements.

6

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands, except share and per share data)

	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Retained Earnings		Total VICI Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity
Balance as of December 31, 2023	$	10,427	$	24,125,872	$	153,870	$	965,762	$	25,255,931	$	401,843	$	25,657,774
Net income	—		—		—		590,016		590,016		9,787		599,803
Reallocation of equity	—		255		—		—		255		(255)		—
Dividends and distributions declared ($0.4150 per common share)	—		—		—		(432,900)		(432,900)		(7,707)		(440,607)
Stock-based compensation, net of forfeitures	4		(1,252)		—		—		(1,248)		44		(1,204)
Reclassification of derivative gain to Interest expense	—		—		(5,976)		—		(5,976)		(70)		(6,046)
Unrealized gain on cash flow hedges	—		—		12,341		—		12,341		141		12,482
Foreign currency translation adjustments	—		—		(3,595)		—		(3,595)		(49)		(3,644)
Balance as of March 31, 2024	$	10,431	$	24,124,875	$	156,640	$	1,122,878	$	25,414,824	$	403,734	$	25,818,558
Balance as of December 31, 2022	$	9,631	$	21,645,499	$	185,353	$	93,154	$	21,933,637	$	356,476	$	22,290,113
Net income	—		—		—		518,740		518,740		9,121		527,861
Issuance of common stock, net	406		1,271,066		—		—		1,271,472		—		1,271,472
Reallocation of equity	—		(4,936)		—		—		(4,936)		4,936		—
Dividends and distributions declared ($0.3900 per common share)	—		—		—		(391,640)		(391,640)		(7,048)		(398,688)
Stock-based compensation, net of forfeitures	5		(1,120)		—		—		(1,115)		(14)		(1,129)
Reclassification of derivative gain to Interest expense	—		—		(5,964)		—		(5,964)		(73)		(6,037)
Unrealized loss on cash flow hedges	—		—		(7,304)		—		(7,304)		(89)		(7,393)
Foreign currency translation adjustments	—		—		(1,644)		—		(1,644)		(20)		(1,664)
Balance as of March 31, 2023	$	10,042	$	22,910,509	$	170,441	$	220,254	$	23,311,246	$	363,289	$	23,674,535

See accompanying Notes to Consolidated Financial Statements.

7

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities
Net income	$	599,803	$	527,861
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(135,666)		(122,834)
Stock-based compensation	3,793		3,467
Depreciation	1,133		814
Other losses (gains)	156		(1,963)
Amortization of debt issuance costs and original issue discount	10,400		13,641
Change in allowance for credit losses	106,918		111,477
Net proceeds from settlement of derivatives	2,827		—
Deferred income taxes	435		—
Income from unconsolidated affiliate	—		(1,280)
Distributions from unconsolidated affiliate	—		3,273
Change in operating assets and liabilities:
Other assets	(5,026)		1,380
Accrued expenses and deferred revenue	(39,510)		(12,282)
Other liabilities	(1,524)		(1,521)
Net cash provided by operating activities	543,739		522,033
Cash flows from investing activities
Net cash paid in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition	—		(1,266,905)
Investments in leases - sales-type	(5,900)		(6,100)
Investments in leases - financing receivables	(248)		(202,683)
Investments in loans and securities	(71,681)		(209,302)
Principal repayments of loans and receipts of deferred fees	1,100		—
Capitalized transaction costs	(442)		(220)
Investments in short-term investments	(29,579)		—
Maturities of short-term investments	—		217,342
Acquisition of property and equipment	(2,410)		(988)
Net cash used in investing activities	(109,160)		(1,468,856)

8

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

Cash flows from financing activities
Proceeds from offering of common stock, net	—		1,272,270
Proceeds from March 2024 Notes offering	1,028,533		—
Proceeds from Revolving Credit Facility	—		352,704
Redemption of senior unsecured notes	(1,050,000)		—
Repayment of Revolving Credit Facility	—		(250,000)
Debt issuance costs	(2,800)		—
Repurchase of stock for tax withholding	(4,996)		(4,595)
Distributions to non-controlling interests	(7,707)		(2,278)
Dividends paid	(434,811)		(382,612)
Net cash (used in) provided by financing activities	(471,781)		985,489
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(54)		74
Net (decrease) increase in cash, cash equivalents and restricted cash	(37,256)		38,740
Cash, cash equivalents and restricted cash, beginning of period	522,574		208,933
Cash, cash equivalents and restricted cash, end of period	$	485,318	$	247,673
Supplemental cash flow information:
Cash paid for interest	$	217,967	$	178,047
Cash paid for income taxes	$	—	$	—
Supplemental non-cash investing and financing activity:
Dividends and distributions declared, not paid	$	437,978	$	396,410
Debt issuance costs payable	$	240	$	—
Deferred transaction costs payable	$	2,896	$	1,622
Non-cash change in Investments in leases - financing receivables	$	71,750	$	69,621

See accompanying Notes to Consolidated Financial Statements.

9

VICI PROPERTIES L.P.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except unit and per unit data)

	March 31, 2024		December 31, 2023
Assets
Real estate portfolio:
Investments in leases - sales-type, net	$	22,985,837	$	23,015,931
Investments in leases - financing receivables, net	18,266,712		18,211,102
Investments in loans and securities, net	1,224,987		1,144,177
Land	150,727		150,727
Cash and cash equivalents	432,013		471,584
Short-term investments	29,579		—
Other assets	935,634		936,528
Total assets	$	44,025,489	$	43,930,049
Liabilities
Debt, net	$	16,711,739	$	16,724,125
Accrued expenses and deferred revenue	184,043		222,333
Distributions payable	437,766		437,599
Other liabilities	988,597		998,363
Total liabilities	18,322,145		18,382,420
Commitments and contingent liabilities (Note 10)
Partners’ Capital
Partners’ capital, 1,055,368,328 and 1,054,934,136 operating partnership units issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	25,441,302		25,288,647
Accumulated other comprehensive income	156,142		153,350
Total VICI LP’s capital	25,597,444		25,441,997
Non-controlling interest	105,900		105,632
Total capital attributable to partners	25,703,344		25,547,629
Total liabilities and partners’ capital	$	44,025,489	$	43,930,049

_______________________________________________________

Note: As of March 31, 2024 and December 31, 2023, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and securities, and Other assets (sales-type sub-leases) are net of allowance for credit losses of $801.2 million, $711.5 million, $22.0 million and $21.0 million, respectively, and $701.1 million, $703.6 million, $29.8 million and $18.7 million, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

10

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands, except unit and per unit data)

	Three Months Ended March 31,
	2024		2023
Revenues
Income from sales-type leases	$	512,772	$	478,394
Income from lease financing receivables, loans and securities	409,301		371,069
Other income	19,312		18,339
Total revenues	941,385		867,802
Operating expenses
General and administrative	16,157		15,005
Depreciation	288		31
Other expenses	19,312		18,339
Change in allowance for credit losses	106,918		111,477
Transaction and acquisition expenses	305		(958)
Total operating expenses	142,980		143,894
Income from unconsolidated affiliate	—		1,280
Interest expense	(204,882)		(204,360)
Interest income	4,626		2,490
Other (losses) gains	(156)		1,963
Income before income taxes	597,993		525,281
Provision for income taxes	(953)		(366)
Net income	597,040		524,915
Less: Net income attributable to non-controlling interests	(2,898)		(2,839)
Net income attributable to partners	$	594,142	$	522,076
Net income per Partnership unit
Basic	$	0.56	$	0.51
Diluted	$	0.56	$	0.51
Weighted average number of Partnership units outstanding
Basic	1,054,636,007		1,013,758,018
Diluted	1,055,543,009		1,016,062,698
Other comprehensive income
Net income attributable to partners	$	594,142	$	522,076
Reclassification of derivative gain to Interest expense	(6,046)		(6,037)
Unrealized gain (loss) on cash flow hedges	12,482		(7,393)
Foreign currency translation adjustments, net	(3,644)		(1664)
Comprehensive income attributable to partners	$	596,934	$	506,982

See accompanying Notes to Consolidated Financial Statements.

11

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(UNAUDITED)

(In thousands, except unit and per unit data)

	Partners’ Capital		Accumulated Other Comprehensive Income		Non-Controlling Interest		Total
Balance as of December 31, 2023	$	25,288,647	$	153,350	$	105,632	$	25,547,629
Net income	594,142		—		2,898		597,040
Distributions to Parent	(440,283)		—		—		(440,283)
Distributions to non-controlling interest	—		—		(2,630)		(2,630)
Stock-based compensation, net of forfeitures	(1,204)		—		—		(1,204)
Reclassification of derivative gain to Interest expense	—		(6,046)		—		(6,046)
Unrealized gain on cash flow hedges	—		12,482		—		12,482
Foreign currency translation adjustments	—		(3,644)		—		(3,644)
Balance as of March 31, 2024	$	25,441,302	$	156,142	$	105,900	$	25,703,344
Balance as of December 31, 2022	$	21,900,511	$	185,201	$	79,504	$	22,165,216
Net income	522,076		—		2,839		524,915
Contributions from Parent	1,303,243		—		—		1,303,243
Distributions to Parent	(408,519)		—		—		(408,519)
Distributions to non-controlling interest	—		—		(2,278)		(2,278)
Stock-based compensation, net of forfeitures	(1,129)		—		—		(1,129)
Reclassification of derivative gain to Interest expense	—		(6,037)		—		(6,037)
Unrealized loss on cash flow hedges	—		(7,393)		—		(7,393)
Foreign currency translation adjustments	—		(1,664)		—		(1,664)
Balance as of March 31, 2023	$	23,316,182	$	170,107	$	80,065	$	23,566,354

See accompanying Notes to Consolidated Financial Statements.

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VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities
Net income	$	597,040	$	524,915
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(135,666)		(122,834)
Stock-based compensation	3,793		3,467
Depreciation	288		31
Other (gains) losses	156		(1,963)
Amortization of debt issuance costs and original issue discount	10,400		13,641
Change in allowance for credit losses	106,918		111,477
Net proceeds from settlement of derivatives	2,827		—
Deferred income taxes	451		—
Income from unconsolidated affiliate	—		(1,280)
Distributions from unconsolidated affiliate	—		3,273
Change in operating assets and liabilities:
Other assets	(4,312)		4,227
Accrued expenses and deferred revenue	(39,425)		(19,225)
Other liabilities	(1,458)		(1,456)
Net cash provided by operating activities	541,012		514,273
Cash flows from investing activities
Net cash paid in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition	—		(1,266,905)
Investments in leases - sales-type	(5,900)		(6,100)
Investments in leases - financing receivables	(248)		(202,683)
Investments in loans and securities	(71,681)		(209,302)
Principal repayments of loans and receipts of deferred fees	1,100		—
Capitalized transaction costs	(442)		(220)
Investments in short-term investments	(29,579)		—
Maturities of short-term investments	—		217,342
Acquisition of property and equipment	(1,998)		—
Net cash used in investing activities	(108,748)		(1,467,868)

13

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

Cash flows from financing activities
Contributions from Parent	—		1,296,270
Distributions to Parent	(439,888)		(380,178)
Proceeds from March 2024 Notes offering	1,028,533		—
Proceeds from Revolving Credit Facility	—		352,704
Redemption of senior unsecured notes	(1,050,000)		—
Repayment of Revolving Credit Facility	—		(250,000)
Debt issuance costs	(2,800)		—
Repurchase of stock for tax withholding	(4,996)		(4,595)
Distributions to non-controlling interest	(2,630)		(2,278)
Net cash (used in) provided by financing activities	(471,781)		1,011,923
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(54)		74
Net (decrease) increase in cash, cash equivalents and restricted cash	(39,571)		58,402
Cash, cash equivalents and restricted cash, beginning of period	471,584		142,600
Cash, cash equivalents and restricted cash, end of period	$	432,013	$	201,002
Supplemental cash flow information:
Cash paid for interest	$	217,967	$	178,047
Cash paid for income taxes	$	—	$	—
Supplemental non-cash investing and financing activity:
Distributions payable	$	437,978	$	396,410
Debt issuance costs payable	$	240	$	—
Deferred transaction costs payable	$	2,896	$	1,622
Non-cash change in Investments in leases - financing receivables	$	71,750	$	69,621

See accompanying Notes to Consolidated Financial Statements.

14

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In these notes, the words the “Company,” “VICI,” “we,” “our,” and “us” refer to VICI Properties Inc. and its subsidiaries, including VICI LP, on a consolidated basis, unless otherwise stated or the context requires otherwise.

We refer to (i) our Condensed Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Balance Sheets as our “Balance Sheet,” (iii) our Consolidated Statements of Operations and Comprehensive Income as our “Statement of Operations,” and (iv) our Consolidated Statement of Cash Flows as our “Statement of Cash Flows.” References to numbered “Notes” refer to the Notes to our Consolidated Financial Statements.

Note 1 — Business and Organization

Business

We are primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations, subject to long-term triple-net leases. As of March 31, 2024, we own 93 experiential assets across a geographically diverse portfolio consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort Las Vegas (the “Venetian Resort”), three of the most iconic entertainment facilities on the Las Vegas Strip. 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. VICI also owns four championship golf courses, which are managed by CDN Golf Management Inc., and are located near certain of our properties.

VICI, the parent company, is a Maryland corporation and internally managed REIT for U.S. federal income tax purposes. Our real property business, which represents the substantial majority of our assets, is conducted through VICI OP and indirectly through VICI LP and our golf course business, VICI Golf, is conducted through a direct wholly owned TRS of VICI. As a REIT, we generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements, including the notes thereto, are unaudited and condense or exclude some of the disclosures and information normally required in audited financial statements.

We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the accompanying unaudited Financial Statements and related notes should be read in conjunction with our audited financial statements and notes thereto included in our most recent Annual Report on Form 10-K, as updated from time to time in our other filings with the SEC.

All adjustments considered necessary for a fair statement of results for the interim period have been included, and are of a normal and recurring nature. Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from these estimates.

Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Principles of Consolidation

The accompanying Financial Statements include our accounts and the accounts of VICI LP, and the subsidiaries in which we or VICI LP has a controlling interest. All intercompany account balances and transactions have been eliminated in consolidation. We consolidate all subsidiaries in which we have a controlling financial interest and variable interest entities for which we or one of our consolidated subsidiaries is the primary beneficiary.

Non-controlling Interests

We present non-controlling interests and classify such interests as a component of consolidated stockholders’ equity or partners’ capital, separate from VICI stockholders’ equity and VICI LP partners’ capital. As of March 31, 2024, VICI’s non-controlling interests represent an approximate 1.2% third-party ownership of VICI OP in the form of limited liability company interest in VICI OP (“VICI OP Units”), a 20% third-party ownership of Harrah’s Joliet LandCo LLC, the entity that owns the Harrah’s Joliet facility and is the lessor under the related lease agreement with Caesars Entertainment, Inc. (together with, as the context requires, its subsidiaries, “Caesars”) for such facility (“Joliet Lease”) and a 5.6% third-party equity ownership, in the form of Class A Units, of VICI Bowl HoldCo LLC, the entity that owns the portfolio of bowling entertainment centers leased to Bowlero Corp. (“Bowlero”) and is the lessor under the related Bowlero master lease agreement. As VICI OP is a parent entity of VICI LP, VICI LP’s only non-controlling interests are that of third-party ownership of Harrah’s Joliet LandCo LLC and VICI Bowl HoldCo.

Cash, Cash Equivalents and Restricted Cash

Cash consists of cash-on-hand and cash-in-bank. Highly liquid investments with an original maturity of three months or less from the date of purchase are considered cash equivalents and are carried at cost, which approximates fair value. As of March 31, 2024 and December 31, 2023, we did not have any restricted cash.

Short-Term Investments

Investments with an original maturity of greater than three months and less than one year from the date of purchase are considered short-term investments and are stated at fair value.

We may invest our excess cash in short-term investment grade commercial paper as well as discount notes issued by government-sponsored enterprises including the Federal Home Loan Mortgage Corporation and certain of the Federal Home Loan Banks. These investments generally have original maturities between 91 and 180 days and are accounted for as available for sale securities. Interest on our short-term investments is recognized as interest income in our Statement of Operations. We had $29.6 million of short-term investments as of March 31, 2024. We did not have any short-term investments as of December 31, 2023.

Purchase Price Accounting

We assess all of our property acquisitions under ASC 805 “Business Combinations” (“ASC 805”) to determine if such acquisitions should be accounted for as a business combination or an asset acquisition. Under ASC 805, an acquisition does not qualify as a business combination when (i) substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets, (ii) the acquisition does not include a substantive process in the form of an acquired workforce, or (iii) the acquisition does not include an acquired contract that cannot be replaced without significant cost, effort or delay. Generally, and to date, all of our acquisitions have been determined to be asset acquisitions and, in accordance with ASC 805-50, all applicable transaction costs are capitalized as part of the purchase price of the acquisition.

We allocate the purchase price to the identifiable assets acquired and liabilities assumed, as applicable, using their relative fair value. Generally, the assets acquired are comprised of land, building and site improvements and in certain instances, such as our acquisition of MGM Growth Properties LLC (“MGP”) and the acquisition of the joint venture that holds the real estate assets of MGM Grand Las Vegas and Mandalay Bay (“MGM Grand/Mandalay Bay JV”), existing leases and/or debt. Further, since all the components of our leases are classified as sales-type leases or financing receivables, as further described below, the assets acquired are transferred into the net investment in lease or financing receivable, as applicable.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Investments in Leases - Sales-type, Net

We account for our investments in leases under ASC 842 “Leases” (“ASC 842”). Upon lease inception or lease modification, we assess lease classification to determine whether the lease should be classified as a direct financing, sales-type or operating lease. As required by ASC 842, we separately assess each lease component of the property, generally comprised of land and building, to determine the classification. If the lease component is determined to be a direct financing or sales-type lease, we record a net investment in the lease, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized upon execution of the lease or deferred and recognized over the life of the lease, depending on the classification of the lease. Since we purchase properties and simultaneously enter into new leases directly with the tenants, the net investment in the lease is generally equal to the purchase price of the asset, and, due to the long-term nature of our leases, the land and building components of an investment generally have the same lease classification.

Investments in Leases - Financing Receivables, Net

In accordance with ASC 842, for transactions in which we enter into a contract to acquire an asset and lease it back to the seller under a lease classified as a sales-type lease (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred to us. As a result, we do not recognize the net investment in the lease but instead recognize a financial asset in accordance with ASC 310 “Receivables” (“ASC 310”); however, the accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales-type under ASC 842.

Lease Term

We assess the noncancelable lease term under ASC 842, which includes any reasonably certain renewal periods. All of our lease agreements provide for an initial term, with one or more tenant renewal options.

In relation to our gaming assets and certain other irreplaceable real estate, we generally conclude that the lease term includes all of the periods covered by extension options as it is reasonably certain our tenants will renew the lease agreements. In these situations, we believe our tenants are economically compelled to renew the lease agreements due to the importance of our real estate to the operation of their business, the significant capital they have invested and are required to invest in our properties under the terms of the lease agreements and the lack of suitable replacement assets.

Income from Leases and Lease Financing Receivables

We recognize the related income from our sales-type leases and lease financing receivables on an effective interest basis at a constant rate of return over the terms of the applicable leases. As a result, the cash payments accounted for under sales-type leases and lease financing receivables will not equal income from our lease agreements. Rather, a portion of the cash rent we receive is recorded as Income from sales-type leases or Income from lease financing receivables and loans, as applicable, in our Statement of Operations and a portion is recorded as a change to Investments in leases - sales-type, net or Investments in leases - financing receivables, net, as applicable.

Initial direct costs incurred in connection with entering into investments classified as sales-type leases are included in the balance of the net investment in lease. Such amounts will be recognized as a reduction to Income from investments in leases over the life of the lease using the effective interest method. Costs that would have been incurred regardless of whether the lease was signed, such as legal fees and certain other third-party fees, are expensed as incurred to Transaction and acquisition expenses in our Statement of Operations.

Loan origination fees and costs incurred in connection with entering into investments classified as lease financing receivables are included in the balance of the net investment and such amounts will be recognized as a reduction to Income from investments in loans and lease financing receivables over the life of the lease using the effective interest method.

Investments in Loans and Securities, net

Investments in loans are held-for-investment and are carried at historical cost, inclusive of unamortized loan origination costs and fees and net of allowances for credit losses. Income is recognized on an effective interest basis at a constant rate of return over the life of the related loan.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

We classify our investments in securities on the date of acquisition of the investment as either trading, available-for-sale or held-to-maturity. We classify our debt securities as held-to-maturity, as we have the intent and ability to hold this security until maturity, the accounting of which is materially consistent with that of our Investments in loans.

Allowance for Credit Losses

ASC 326 “Financial Instruments-Credit Losses” (“ASC 326”) requires that we measure and record current expected credit losses (“CECL”) for the majority of our investments, the scope of which includes our Investments in leases - sales-type, Investments in leases - financing receivables and Investments in loans and securities.

Investments in Leases

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 which project estimated credit losses over the life of the lease and discount these cash flows at the asset’s effective interest rate. We then record a CECL allowance equal to the difference between the amortized cost basis of the asset 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. 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.

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 Sheets.

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 Sheets. 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 will result in a non-cash charge to the Statement of Operations for the relevant period.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

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 months ended March 31, 2024 and 2023.

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 Sheets. 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 is not our and 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 the lease agreements, the tenants are required to pay all costs associated with such ground and use leases and provides for their direct payment to the landlord. This income and the related expense are recorded on a gross basis in our Statement of Operations as required under GAAP as we are the primary obligor under these certain ground and use leases.

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, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its 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 (loss) 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

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

component of Accumulated other comprehensive income (loss) in our Balance Sheet with a corresponding change in Unrealized gain (loss) in cash flows 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

Caesars and MGM Resorts International (together with, as the context requires, its subsidiaries, “MGM”) are the guarantors of all the lease payment obligations of the tenants under the applicable leases of the properties that they each respectively lease from us. Revenue from Caesars, which comprises revenue from the Caesars leases, represented 36% and 38% of our lease revenues for the three months ended March 31, 2024 and 2023, respectively. Revenue from MGM, which comprises revenue from the MGM leases, represented 38% and 39% of our lease revenues for the three months ended March 31, 2024 and 2023, respectively. Additionally, our properties on the Las Vegas Strip generated approximately 48% of our lease revenues for each of the three months ended March 31, 2024 and 2023. 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 March 2024, the SEC issued its final climate disclosure rules, which require the disclosure of material climate-related information in annual reports and registration statements, including disclosure of effects of severe weather events and other natural conditions. In April 2024, the SEC voluntarily stayed the effectiveness of the new rules pending related litigation. If the stay is lifted and the effective times are unchanged, certain of the disclosure requirements will begin to apply to our fiscal year beginning January 1, 2025. We are currently evaluating the impact of the final rules on our Financial Statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of ASU 2023-09 on our Financial Statements.

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides for additional disclosures as they relate to a company’s segments. Additional requirements per the update include disclosures for significant segment expenses, measures of profit or loss used by the Chief Operating Decision Maker and how these measures are used to allocate resources and assess segment performance. The amendments in this ASU will also apply to entities with a single reportable segment and is effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-07 on our Financial Statements.

Recent Tax Legislation

The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon in principle by over 140 countries. During 2023, many countries incorporated Pillar 2 model rules into their laws. The model rules provide a framework for applying the minimum tax and some countries have adopted Pillar 2 effective January 1, 2024; however, countries must individually enact Pillar 2, which may result in variation in the application of the model rules and timelines.

We have evaluated Pillar 2 and we do not expect it to have a material impact on our Financial Statements based upon our current structure and investments. However, there remains some uncertainty as to the final Pillar 2 model rules. We will continue to monitor the United States and global legislative actions related to Pillar 2 for potential impacts.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 3 — Real Estate Transactions

2024 Activity

Property Acquisitions and Investments

Venetian Capital Investment

Subsequent to quarter-end, on May 1, 2024, we entered into agreements to provide capital to the Venetian Resort for extensive reinvestment projects through our Partner Property Growth Fund strategy (the “Venetian Capital Investment”). The Venetian Capital Investment will fund several projects, including hotel room product renovations, gaming floor optimization and entertainment and convention center enhancements, among others, seeking to improve the overall guest experience and enhance the value of the property.

We have agreed to provide up to $700.0 million of financing through the Venetian Capital Investment, comprised of $400.0 million to be funded in 2024 and an incremental $300.0 million that the Venetian Resort will have the option, but not the obligation, to draw in whole or in part until November 1, 2026. The initial $400.0 million investment will be funded in three quarterly draws based on a fixed funding schedule: $100.0 million in the second quarter of 2024, $150.0 million in the third quarter of 2024 and $150.0 million in the fourth quarter of 2024. In connection with the Venetian Capital Investment, the previous Property Growth Fund Agreement entered into with Apollo in connection with the Venetian Resort acquisition providing for up to $1.0 billion of future development and construction project funding was terminated.

Annual rent under the existing Venetian Resort lease (the “Venetian Lease”) will increase commencing on the first day of the quarter immediately following each capital funding at a 7.25% yield (the “Incremental Venetian Rent”). The Incremental Venetian Rent will begin escalating annually at 2.0% on March 1, 2029 and, commencing on March 1, 2031, will begin escalating on the same terms as the rest of the rent payable under the Venetian Lease with annual escalation equal to the greater of 2.0% or CPI, capped at 3.0%.

Real Estate Debt Originations

The following table summarizes our 2024 real estate debt origination activity:

($ in thousands)
Investment Name	Maximum Principal Amount		Investment Type	Collateral
Chelsea Piers One Madison Loan	$	10,000	Senior Secured Loan	Certain equipment of the fitness club at the One Madison building in New York, New York, under development
Homefield Margaritaville Loan (1)	105,000		Senior Secured Loan	Margaritaville Resort in Kansas City, Kansas, under development
Total	$	115,000

____________________

(1) Simultaneous with entering into the loan agreement, we entered into a call right agreement that provides us with a call option on (i) the Margaritaville Resort, (ii) the new Homefield Kansas City youth sports training facility (“Homefield”), (iii) the new Homefield baseball center, and (iv) the existing Homefield youth sports complex in Olathe, Kansas. We also received a right of first refusal to acquire the real estate of any future Homefield property, should Homefield elect to monetize such assets in a sale-leaseback transaction. If the call option is exercised, all of the properties, including the Margaritaville Resort, will be subject to a single long-term triple net master lease with us.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 4 — Real Estate Portfolio

As of March 31, 2024, our real estate portfolio consisted of the following:

•Investments in leases – sales-type, representing our investment in 26 casino assets leased on a triple-net basis to our tenants under ten separate lease agreements;

•Investments in leases – financing receivables, representing our investment in 28 casino assets and 39 other experiential properties leased on a triple-net basis to our tenants under ten separate lease agreements;

•Investments in loans and securities, representing our 16 debt investments in senior secured and mezzanine loans, preferred equity and the senior secured notes; 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 March 31, 2024 and December 31, 2023:

(In thousands)	March 31, 2024		December 31, 2023
Investments in leases – sales-type, net (1)	$	22,985,837	$	23,015,931
Investments in leases – financing receivables, net (1)	18,266,712		18,211,102
Total investments in leases, net	41,252,549		41,227,033
Investments in loans and securities, net	1,224,987		1,144,177
Land	150,727		150,727
Total real estate portfolio	$	42,628,263	$	42,521,937

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(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. As of March 31, 2024 and December 31, 2023, the estimated residual values of the leased properties under our lease agreements were $15.8 billion and $15.9 billion, respectively.

Investments in Leases

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

	Three Months Ended March 31,
(In thousands)	2024		2023
Income from sales-type leases – fixed rent	$	486,651	$	459,490
Income from sales-type leases – contingent rent (1)	26,122		18,904
Income from lease financing receivables – fixed rent	377,721		352,328
Income from lease financing receivables – contingent rent (1)	3,211		2,510
Total lease revenue	893,705		833,232
Non-cash adjustment (2)	(135,709)		(122,841)
Total contractual lease revenue	$	757,996	$	710,391

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(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 are 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 March 31, 2024, 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
2024 (remaining)	$	1,264,119	$	927,821	$	2,191,940
2025	1,712,651		1,255,715		2,968,366
2026	1,738,942		1,278,993		3,017,935
2027	1,766,012		1,302,838		3,068,850
2028	1,794,287		1,327,400		3,121,687
2029	1,823,029		1,352,442		3,175,471
Thereafter	76,719,989		88,476,087		165,196,076
Total	$	86,819,029	$	95,921,296	$	182,740,325
Weighted Average Lease Term (2)	37.7 years		48.5 years		42.5 years

____________________

(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 and weighted average remaining lease term includes 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.

Lease Provisions

As of March 31, 2024, we owned 93 assets leased under 18 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. 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 20%, are subject to adjustment based on the revenues of the underlying asset in specified periods.

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(UNAUDITED)

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)	MGM Master Lease	Caesars Regional Master Lease and Joliet Lease	Caesars Las Vegas Master Lease	MGM Grand/ Mandalay Bay Lease
Lease Provision
Initial term	25 years	18 years	18 years	30 years
Initial term maturity	4/30/2047	7/31/2035	7/31/2035	2/28/2050
Renewal terms	Three, ten-year terms	Four, five-year terms	Four, five-year terms	Two, ten-year terms
Current lease year	5/1/24-4/30/25 (Lease Year 3)	11/1/23 – 10/31/24 (Lease Year 7)	11/1/23 – 10/31/24 (Lease Year 7)	3/1/24 – 2/29/25 (Lease Year 5)
Current annual rent	$759,492	$728,407 (1)	$469,219	$316,070
Annual escalator (2)	Lease years 2-10 – 2% Lease years 11-end of term – > 2% / change in CPI (capped at 3%)	Lease years 2-5 – 1.5% Lease years 6-end of term – > 2.0% / change in CPI	> 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 (3)	None	Year 8: 70% base rent / 30% variable rent Years 11 & 16: 80% base rent / 20% variable rent	Years 8, 11 & 16: 80% base rent / 20% variable rent	None
Variable rent adjustment calculation	None	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 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	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 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 $719.0 million.

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

(3) Variable rent is not subject to the annual escalator.

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(UNAUDITED)

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)	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 (3)	$286 million	$84 million	N/A	N/A	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 expend 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.

Investments in Loans and Securities

The following is a summary of our investments in loans and securities as of March 31, 2024 and December 31, 2023:

($ In thousands)	March 31, 2024
Investment Type	Principal Balance		Carrying Value (1)		Future Funding Commitments (2)		Weighted Average Interest Rate (3)		Weighted Average Term (4)
Senior Secured Notes (5)	$	85,000	$	81,303	$	—	11.0	%	7.0 years
Senior Secured Loans	441,425		435,265		543,151		7.4	%	5.2 years
Mezzanine Loans and Preferred Equity	722,200		708,420		255,509		9.7	%	4.4 years
Total	$	1,248,625	$	1,224,988	$	798,660	9.0	%	4.8 years

($ In thousands)	December 31, 2023
Investment Type	Principal Balance		Carrying Value (1)		Future Funding Commitments (2)		Weighted Average Interest Rate (3)		Weighted Average Term (4)
Senior Secured Notes (5)	$	85,000	$	73,818	$	—	11.0	%	7.3 years
Senior Secured Loans	392,250		386,274		476,395		7.3	%	5.4 years
Mezzanine Loans and Preferred Equity	698,861		684,085		278,848		9.8	%	4.6 years
Total	$	1,176,111	$	1,144,177	$	755,243	9.0	%	5.1 years

____________________

(1) Carrying value includes unamortized loan origination 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 March 31, 2024.

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

(5) Represents our investment in the Hard Rock Ottawa Notes, which are accounted for as held-to-maturity securities.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 5 — Allowance for Credit Losses

Under ASC 326, we are required to estimate and record non-cash credit losses related to our historical and any future investments in sales-type leases, lease financing receivables, loans and securities classified as held-to-maturity.

The following tables detail the allowance for credit losses as of March 31, 2024 and December 31, 2023:

	March 31, 2024
($ In thousands)	Amortized Cost		Allowance (1)		Net Investment		Allowance as a % of Amortized Cost
Investments in leases – sales-type	$	23,787,027	$	(801,190)	$	22,985,837	3.37	%
Investments in leases – financing receivables	18,978,214		(711,502)		18,266,712		3.75	%
Investments in loans and securities	1,247,013		(22,026)		1,224,987		1.77	%
Other assets – sales-type sub-leases	865,945		(21,009)		844,936		2.43	%
Totals	$	44,878,199	$	(1,555,727)	$	43,322,472	3.47	%

	December 31, 2023
($ In thousands)	Amortized Cost	Allowance (1)	Net Investment