# Gaming & Leisure Properties, Inc. (GLPI)

Informational only - not investment advice.

CIK: 0001575965
SIC: 6798 Real Estate Investment Trusts
SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Holding And Other Investment Offices](/major-group/67/) > [SIC 6798 Real Estate Investment Trusts](/industry/6798/)
Latest 10-K filed: 2026-02-19
SEC page: https://www.sec.gov/edgar/browse/?CIK=1575965
Filing source: https://www.sec.gov/Archives/edgar/data/1575965/000157596526000032/glpi-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 1594752000 | USD | 2025 | 2026-02-19 |
| Net income | 825111000 | USD | 2025 | 2026-02-19 |
| Assets | 12909609000 | USD | 2025 | 2026-02-19 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-19. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001575965.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 828,255,000 | 971,307,000 | 1,055,727,000 | 1,153,473,000 | 1,153,165,000 | 1,216,351,000 | 1,311,685,000 | 1,440,392,000 | 1,531,546,000 | 1,594,752,000 |
| Net income | 289,305,000 | 380,598,000 | 339,516,000 | 390,881,000 | 505,711,000 | 534,047,000 | 684,653,000 | 734,283,000 | 784,620,000 | 825,111,000 |
| Operating income | 480,623,000 | 605,518,000 | 593,810,000 | 717,423,000 | 809,274,000 | 841,768,000 | 1,029,915,000 | 1,068,704,000 | 1,130,685,000 | 1,201,453,000 |
| Diluted EPS | 1.60 | 1.79 | 1.58 | 1.81 | 2.30 | 2.26 | 2.70 | 2.77 | 2.87 | 2.95 |
| Assets | 7,369,330,000 | 7,246,882,000 | 8,577,293,000 | 8,434,298,000 | 9,034,368,000 | 10,690,449,000 | 10,930,386,000 | 11,806,658,000 | 13,075,949,000 | 12,909,609,000 |
| Liabilities | 4,935,461,000 | 4,788,635,000 | 6,311,686,000 | 6,360,053,000 | 6,359,350,000 | 7,300,309,000 | 6,812,290,000 | 7,297,704,000 | 8,430,425,000 | 7,901,349,000 |
| Stockholders' equity | 2,433,869,000 | 2,458,247,000 | 2,265,607,000 | 2,074,245,000 | 2,675,018,000 | 3,390,140,000 | 4,118,096,000 | 4,156,905,000 | 4,268,562,000 | 4,626,452,000 |
| Net margin | 34.93% | 39.18% | 32.16% | 33.89% | 43.85% | 43.91% | 52.20% | 50.98% | 51.23% | 51.74% |
| Operating margin | 58.03% | 62.34% | 56.25% | 62.20% | 70.18% | 69.20% | 78.52% | 74.20% | 73.83% | 75.34% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-23. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001575965.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 0.61 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 0.85 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 0.70 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 356,589,000 | 155,630,000 | 0.59 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 359,560,000 | 184,010,000 | 0.70 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 369,029,000 | 211,292,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 375,964,000 | 174,464,000 | 0.64 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 380,626,000 | 208,250,000 | 0.77 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 385,341,000 | 184,694,000 | 0.67 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 389,615,000 | 217,212,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 395,235,000 | 165,184,000 | 0.60 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 394,876,000 | 151,439,000 | 0.54 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 397,610,000 | 241,191,000 | 0.85 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 407,031,000 | 267,297,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 419,985,000 | 231,829,000 | 0.82 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1575965/000157596526000048/glpi-20260331.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-04-23
Report date: 2026-03-31

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 Gaming and Leisure Properties, Inc. for the three months ended March 31, 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. 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

Forward-looking statements in this document are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Gaming and Leisure Properties, Inc. ("GLPI") and its subsidiaries (collectively with GLPI, the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include information concerning the Company’s business strategy, plans, goals and objectives.

Forward-looking statements in this document include, but are not limited to, statements regarding our ability to grow our portfolio of gaming facilities. In addition, statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts. You should understand that the following important factors could affect future results and could cause actual results to differ materially from those expressed in such forward-looking statements:

•our or our partner’s ability to successfully complete construction of various casino projects currently under development for which we have agreed to provide construction development funding, including Bally’s Chicago (as defined below), and the ability and willingness of our partners to meet and/or perform their respective obligations under the applicable construction financing and/or development documents;

•the impact that higher inflation rates and interest rates and uncertainty with respect to the future state of the economy could have on discretionary consumer spending, including the casino operations of our tenants;

•unforeseen consequences related to United States ("U.S.") government, economic, monetary or trade policies and stimulus packages on inflation rates, interest rates and economic growth;

•geopolitical events, including recent conflicts in the Middle East, and their potential impact on U.S. Treasury yields and inflation rates;

•the ability of our tenants to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including, without limitation, to satisfy obligations under their existing credit facilities and other indebtedness;

•the availability of and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease the respective properties on favorable terms;

•the degree and nature of our competition;

•the ability to receive, or delays in obtaining, the regulatory approvals required to own and/or operate our properties, or other delays or impediments to completing our planned acquisitions or projects;

•the potential of a new pandemic or similar national health crisis, including its effect on the ability or desire of people to gather in large groups (including in casinos), which could impact our financial results, operations, outlooks, plans, goals, growth, cash flows, liquidity, and stock price;

•our ability to maintain our status as a real estate investment trust ("REIT"), given the highly technical and complex Internal Revenue Code (the "Code") provisions for which only limited judicial and administrative authorities exist,

32

where even a technical or inadvertent violation could jeopardize REIT qualification and where requirements may depend in part on the actions of third parties over which the Company has no control or only limited influence;

•the satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis in order for the Company to maintain its REIT status;

•the ability and willingness of our tenants and other third parties to meet and/or perform their obligations under their respective contractual arrangements with us, including lease and note requirements and in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;

•the ability of our tenants to comply with laws, rules and regulations in the operation of our properties, to deliver high quality services, to attract and retain qualified personnel and to attract customers;

•the ability to generate sufficient cash flows to service and comply with financial covenants under our outstanding indebtedness;

•our ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to GLPI, including for the satisfaction of our funding commitments to the extent drawn by our partners, acquisitions or refinancings due to maturities;

•the ability of our tenants to decline our funding commitments by seeking alternative financing solutions and/or if our tenants do elect to utilize our funding commitments, the amounts drawn and the timing of these draws may be different than what the Company assumed;

•adverse changes in our credit rating;

•the availability of qualified personnel and our ability to retain our key management personnel;

•changes in the U.S. tax law and other federal, state or local laws, whether or not specific to real estate, REITs or the gaming, lodging or hospitality industries;

•changes in accounting standards;

•the impact of weather or climate events or conditions, natural disasters, acts of terrorism and other international hostilities, war (including the current conflict between Russia and Ukraine and conflicts in the Middle East) or political instability;

•the risk that the historical financial statements included herein do not reflect what the business, financial position or results of operations of GLPI may be in the future;

•other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and

•additional factors as discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"), in this Quarterly Report on Form 10-Q and Current Reports on Form 8-K as filed with the United States Securities and Exchange Commission.

You should consider the areas of risk described above, as well as those set forth in the "Risk Factors" section in the Company’s Annual Report and this Quarterly Report on Form 10-Q, in connection with considering any forward-looking statements that may be made by the Company generally. Other unknown or unpredictable factors may also cause actual results to differ materially from those projected by the forward-looking statements. Most of these factors are difficult to anticipate and are generally beyond the control of the Company. Except for the ongoing obligations of the Company to disclose material information under the federal securities laws, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required to do so by law.

33

Company Overview

GLPI is a self-administered and self-managed REIT headquartered in Wyomissing, Pennsylvania. GLPI was incorporated on February 13, 2013, as a wholly-owned subsidiary of PENN. On November 1, 2013, PENN contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off").

Since 2021, the Company has been structured as an umbrella partnership REIT under which substantially all of our business is conducted through GLP Capital, the day-to-day management of which is exclusively controlled by GLPI. GLPI has no material assets other than its investment in GLP Capital. GLPI issues equity from time to time and is obligated to contribute the net proceeds from those offerings to GLP Capital. As of March 31, 2026, GLPI holds a 96.8% controlling financial interest in the operating partnership.

Business Strategy

We seek to provide an opportunity to invest in the growth opportunities afforded by the gaming industry, with the stability and cash flow opportunities of a REIT. Our primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. Under these arrangements, in addition to rent, the tenants are required to pay the following executory costs: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. The Company also extends loans that produce fixed or variable returns which may convert into leased rent upon project completion or stabilization.

Property and lease information

The Company has disclosed the following key terms of its Master Leases and Single Property Leases in the tables below, along with the properties within each lease at March 31, 2026. We believe the following key terms are important for users of our financial statements to understand.

•The Coverage ratio is a defined term in each respective lease agreement with our tenants and represents the ratio of Adjusted EBITDAR to rent expense for the properties contained within each lease. Adjusted EBITDAR is defined in each respective lease but is generally consistent with the Company's definition of Adjusted EBITDA as described in the Results of Operations section of this Management Discussion and Analysis, plus rent expense paid to GLPI.

•Certain leases have a minimum escalator coverage ratio governor as disclosed below. Before a rent escalation of up to 2% on the building base rent component of each lease can occur, the minimum coverage ratio for these leases needs to be 1.8 to 1 for the applicable lease year.

•The reported coverage ratios below with respect to our tenants' rent coverage over the trailing twelve months were provided by our tenants for the most recently available time period. GLPI has not independently verified the accuracy of the tenants' information and therefore makes no representation as to its accuracy. Rent coverage ratios are not reported for ground leases, leases with development projects, or on leases that have been in effect for less than twelve months.

•The Amended PENN Master Lease, the Amended Pinnacle Master Lease, the Boyd Master Lease, and the Belterra Park Lease each include (i) a fixed rent component, a portion of which escalates annually by up to 2% if specified rent coverage thresholds are m

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations of Gaming and Leisure Properties, Inc. for the year ended December 31, 2025 should be read in conjunction with the audited consolidated Financial Statements and related notes thereto and other financial information contained elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our business and growth strategies, statements regarding the industry outlook and our expectations regarding the future performance of our business contained herein are forward looking statements. See "Important Factors Regarding Forward-Looking Statements" You should also review the "Risk Factors" section in Item 1A of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements.

All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Annual Report on Form 10-K.

Overview

We generate our revenues from long-term, triple-net leases and real estate backed financing arrangements with leading regional gaming operators. As a result, our operating profile is characterized by stable and predictable cash flows, limited operating expenses and high margins because tenants are responsible for property level costs, maintenance capital, taxes, insurance and all utilities and other costs necessary or appropriate for the leased properties and the business conducted on the properties. Our results therefore depend primarily on the contractual rent terms in our leases, the timing and level of funded capital commitments, and our ability to refinance our debt obligations and/or issue new borrowings on attractive terms, rather than the daily volatility of gaming operations.

Our operations also include interest income from loans that produce fixed or variable returns which may convert into leased rent upon project completion or stabilization.

Key Trends That May Affect Our Business

Tenant and Industry Performance

The majority of our tenants (and respective guarantors, as applicable) under our lease agreements are leading gaming operators across the United States. Rental payments under our lease agreements comprise, and are expected to continue to comprise, a substantial majority of our revenues. Accordingly, we are dependent on, among other things, our tenants' (and

45

Table of Contents

respective guarantors', as applicable) financial performance, the performance of the gaming properties and health of the economies where our leased properties are located.

Property-level performance affects whether annual rent escalations are triggered for leases that require a minimum 1.8x rent coverage ratio, as well as for certain leases that include percentage rent provisions. However, percentage rent accounted for only 4.8% of our 2025 cash income.

Key 2025 Highlights

Operating Results

•Collected 100% of contractual rent in cash.

•Total revenues increased 4.1% year-over-year to $1.59 billion.

•Net income attributable to common shareholders increased 5.2% year-over-year to $825.1 million and net income attributable to common shareholders per diluted share increased 2.8% to $2.95.

Significant Achievements

•Extended development funding commitments for the following projects:

◦Completed funding for PENN’s M Resort hotel tower, which opened in December 2025, providing $150 million of financing at a 7.79% capitalization rate.

◦Completed funding for PENN’s Hollywood Casino Joliet relocation, which opened in August 2025, providing $130 million of financing at a 7.75% capitalization rate.

◦Completed funding for Casino Queen’s landside casino and hotel development at the former Belle of Baton Rouge site, which opened in December 2025, providing $111 million of financing at a 9.00% capitalization rate.

◦Funded $201.6 million for Bally's Chicago at a 8.5% capitalization rate.

◦Funded $9.6 million for the Casino Queen Marquette landside development project at a 8.25% capitalization rate.

◦As of December 31, 2025, the Company has funded $56.6 million of the $110 million Ione Loan at an 11% interest rate for the tribe's Acorn Ridge casino development that is scheduled to open in February 2026.

•Completed and/or announced the following acquisitions or development projects:

◦On October 15, 2025, closed on the acquisition of Sunland Park Racetrack and Casino for $183.75 million with Strategic at an 8.16% capitalization rate.

◦Agreed to a $225.3 million commitment, consisting of a $180 million delayed draw term loan at a fixed rate of 12.50% and a $45.3 million term loan B issued at an original issue discount of 3%, bearing interest at SOFR plus 900 basis points, with a SOFR floor of 1% to serve as the lead real estate financing partner for a new, integrated resort, Caesars Republic Sonoma County for Dry Creek, that will be developed on the site of the current River Rock Casino. The term loan B commitment was funded in December 2025. Upon or prior to the maturity of the six-year term loans, Dry Creek will lease the property back to an affiliate of GLPI and GLPI will sublease the property back to an affiliate of Dry Creek for no less than $112.5 million for 45 years at a 9.75% capitalization rate.

◦In October 2025, the Company announced that it intends to acquire the real estate for the future site for Live! Virginia Casino & Hotel, a Cordish Company/Bruce Smith Enterprise casino and hotel development in Petersburg, Virginia. The capitalization rate on both the land acquisition of $27 million (which was acquired by GLPI on January 15, 2026) and the hard cost development funding of $440 million will be at 8.0%.

◦In February 2025, agreed to fund, if requested by PENN, on or before March 31, 2029, construction improvements for the benefit of Ameristar Casino Council Bluffs in an amount not to exceed the greater of the hard costs associated with the project or $150 million at a 7.10% capitalization rate.

46

Table of Contents

•Financing and other

◦Announced an increase to our quarterly cash dividend to $0.78 per share (or $3.12 per share on an annualized basis) in the second quarter of 2025, representing a 2.6% increase compared to the previous quarterly dividend.

◦In June 2025, settled a forward sale agreement of 8,170,387 shares of our common stock for proceeds of $404.0 million. In the third quarter of 2025, the Company sold 7.59 million shares under forward sale agreements to raise gross proceeds of $363.3 million, subject to certain contractual adjustments. No amounts have been or will be recorded on the Company's balance sheet with respect to these forward sale agreements until settlement (which contractually mature in the third quarter of 2026 but may be settled prior to this time period at the Company's election).

◦In August 2025, the Company issued $600 million aggregate principal amount of 5.25% senior unsecured notes due February 15, 2033, at a price of 99.642% of the principal amount (the "February 2033 Notes"), and $700 million aggregate principal amount of 5.75% senior unsecured notes due November 1, 2037, at a price of 99.187% of the principal amount (the "November 2037 Notes"). In connection with the issuances, the Company terminated certain forward starting interest rate swap agreements and will recognize a benefit of approximately $1 million, amortized over ten years as a reduction of interest expense, with respect to the November 2037 Notes. The Company used the net proceeds from the offering to redeem in full its outstanding $975 million aggregate principal amount of 5.375% Senior Notes due April 2026.

Segment Information

The Company's operations consist solely of investments in real estate for which all such real estate properties are similar to one another in that they consist of destination and leisure properties and related offerings, whose tenants offer casino gaming, hotel, convention, dining, entertainment and retail amenities, have similar economic characteristics and are governed by triple-net operating leases. As such, the Company has one operating segment and one reportable segment. The operating results of the Company's real estate investments are reviewed in the aggregate using the Company's consolidated financial statements by the Chief Executive Officer, who is the chief operating decision maker (as such term is defined in ASC 280 - Segment Reporting).

Executive Summary

Financial Highlights

We reported total revenues and income from operations of $1,594.8 million and $1,201.5 million, respectively, for the year ended December 31, 2025, compared to $1,531.5 million and $1,130.7 million, respectively, for the year ended December 31, 2024.  The major factors affecting our results for the year ended December 31, 2025, as compared to the year ended December 31, 2024, were as follows:

•Total income from real estate was $1,594.8 million and $1,531.5 million for the years ended December 31, 2025 and 2024, respectively. Total income from real estate increased by $63.2 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The reason for the increase was primarily due to our recent acquisitions and development activity which in the aggregate increased cash income by $73.6 million. Current year results also benefited by $17.7 million from escalations on our leases and higher percentage rent of $2.3 million. The Company also recognized unfavorable straight-line and deferred rent adjustments of $33.6 million compared to the corresponding period in the prior year, as well as lower accretion of $0.6 million on its Investment in leases. Finally, the Company had higher ground rent income of $3.9 million.

•Total operating expenses decreased by $7.6 million for the year ended December 31, 2025, as compared to the prior year. The provision for credit losses declined by $28.6 million due to primarily due to changes in estimates to property specific credit and performance metrics as well as changes in economic forecasts. Land rights and ground lease expense increased by $7.7 million due to the acquisition of assets in Bally's Master Lease II. General and administrative expenses increased by $3.9 million due primarily from an executive severance charge of $6.3 million, partially offset by lower stock based compensation expense of $3.1 million due primarily from forfeitures from the executive awards. During the year ended December 31, 2024, the Company recorded a gain of $3.8 million on the reclassification of the Tropicana Las Vegas Lease to a sales type lease from an operating lease due to a lease

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reconsideration event. Finally, the Company incurred higher depreciation expense of $5.7 million due to its recent acquisitions.

•Other expenses, net increased by $28.0 million for the year ended December 31, 2025, as compared to the prior year. The increase was due to higher borrowing levels that partially funded our recent acquisitions, a decrease in interest income due to lower average interest earning balances in the current year. Additionally, results for the year ended December 31, 2025 included a debt extinguishment charge of $3.8 million for a call premium payment and accelerated amortization of debt issuance costs due to a senior unsecured note redemption.

•Net income increased by $42.7 million for the year ended December 31, 2025, as compared to the prior year, primarily due to the variances explained above.

Critical Accounting Estimates

We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our consolidated financial statements. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. We have identified the accounting for leases, investment in leases, financing receivables, net, allowance for credit losses, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.

We believe the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our consolidated financial condition.

Leases

As a REIT, substantially all of our revenues are derived from rent received from tenants under long-term, triple-net leases. The accounting guidance in ASC 842, Leases, is complex and requires management to apply judgment and make assumptions in order to determine the appropriate accounting treatment for each lease arrangement. We evaluate lease classification upon entering into a new lease and upon any lease modification to determine whether the arrangement should be accounted for as an operating lease, a sales-type lease, or as a financing receivable (including arrangements arising from failed sale-leaseback transactions). The applicable lease classification significantly impacts the timing and presentation of income recognition and, accordingly, the presentation of our consolidated financial statements.

Operating Leases

Under the operating lease model, the real estate assets we own and lease to tenants remain on our Consolidated Balance Sheets as real estate investments. Rental revenue is recognized on a straight-line basis over the lease term.

Straight-line rental revenue includes lease payments, including percentage rent provisions, that are fixed and determinable at lease commencement or upon a lease reassessment. Straight-line recognition may result in the recording of deferred rental revenue on our Consolidated Balance Sheets, which is amortized into rental revenue on a straight-line basis over the remaining lease term. The lease term includes the initial non-cancelable term, together with any renewal periods that are considered reasonably assured of being exercised.

Contingent rental income that is not fixed and determinable at lease commencement is recognized only when the contingency is resolved and the related amounts become probable of being earned (for example, when the tenant achieves the specified performance threshold).

Financing Receivables and Sales-Type Lease Investments

In certain circumstances, we account for a lease arrangement as either (i) a financing receivable or (ii) a sales-type lease investment, rather than as an operating lease. For both financing receivables and sales-type leases, cash payments collected from tenants are not reported as rental revenue. Instead, amounts received are generally allocated between (i) interest income recognized using the effective interest method and (ii) a reduction of the outstanding investment balance (i.e., the financing receivable or sales-type lease investment), as applicable.

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Under ASC 842, lease arrangements that include both land and building components may require separate classification of each component, which can result in a lease being bifurcated between operating lease and sales-type or financing receivable treatment.

Investment in Leases – Financing Receivables

For sale-leaseback transactions, we evaluate whether control of the underlying asset has transferred to the Company. Control of an asset refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset, including the ability to prevent other entities from directing the use of, and obtaining the benefits from, the asset.

When control is deemed not to have transferred, we do not recognize the underlying real estate asset as a real estate investment. Instead, we recognize a financial asset presented as Investment in leases – financing receivable on our Consolidated Balance Sheets, and account for the arrangement in accordance with ASC 310, Receivables. We have concluded that certain lease arrangements are required to be accounted for as financing receivables under ASC 310 because control of the underlying assets is not considered to have transferred to the Company under GAAP.

The accounting for financing receivables under ASC 310 is materially consistent with the accounting applied to our sales-type lease investments under ASC 842, in that both approaches recognize interest income over time using an effective yield methodology and reduce the recorded investment balance as payments are received.

Investment in Leases – Sales-Type Lease Investments

If a lease arrangement meets one or more of the sales-type classification criteria under ASC 842, the leased assets are recorded as Investment in leases – sales-type on our Consolidated Balance Sheets in accordance with ASC 842.

To determine whether a lease should be classified as a sales-type lease under ASC 842, we evaluate the following criteria. If any of these criteria are met at lease commencement, the lease is classified as a sales-type lease:

Transfer of ownership — The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. This criterion is met when the lease agreement provides for the transfer of title at or shortly after the end of the lease term, generally for a nominal amount.

Bargain purchase option — The lease includes an option that allows the lessee to purchase the asset at a price that is sufficiently lower than the expected fair value of the asset at the date the option becomes exercisable, and the exercise of the option is reasonably certain.

Lease term — The lease term represents the major part of the remaining economic life of the underlying asset. This criterion is not applied when the lease commencement date occurs at or near the end of the asset’s economic life.

Present value of lease payments — The present value of the sum of the lease payments and any residual value guaranteed by the lessee (to the extent not already reflected in the lease payments) equals or exceeds substantially all of the fair value of the underlying asset.

Specialized nature — The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

The classification evaluation described above, as well as the related calculations, requires significant judgment and the use of estimates. Key judgments and estimates include, among other things: (i) determining the fair value of the underlying leased assets at lease commencement, (ii) estimating the residual value of the assets at the end of the lease term, (iii) assessing the likelihood that tenants will exercise renewal options (which affects the determination of lease term), (iv) estimating the remaining economic life of the leased assets, and (v) allocating consideration and rental income received under master lease arrangements to the underlying leased assets. Changes in these estimates or judgments could result in a different lease classification and materially impact the presentation of our consolidated financial statements and income recognition method.

Allowance for credit losses

The Company follows ASC 326 “Credit Losses” (“ASC 326”), which requires that the Company measure and record current expected credit losses (“CECL”), the scope of which includes our Investments in leases - financing receivables, Investment in leases - sales-type, as well as the Company's real estate loans.

We have elected to use an econometric default and loss rate model to estimate the Allowance for credit losses, or CECL allowance. This model requires us to calculate and input lease and property-specific credit and performance metrics

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which in conjunction with forward-looking economic forecasts, project estimated credit losses over the life of the lease or loan. The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding investment.

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our instruments subject to CECL. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD. The PD and LGD are estimated during the initial term of the instruments subject to CECL. The PD and LGD estimates were developed using current financial condition forecasts. The PD and LGD predictive model was developed using the average historical default rates and historical loss rates, respectively, of over 100,000 commercial real estate loans dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's instruments subject to CECL. Management monitors the credit risk related to its instruments subject to CECL by obtaining the applicable rent coverage on a quarterly basis. The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant. We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease and loan portfolios.

We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Consolidated Statements of Income for the relevant period. Finally, each time the Company makes a new investment in an asset subject to ASC 326, we will be required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Consolidated Statement of Income for the relevant period. Changes in economic probability factors, economic conditions and projections and/or the underlying performance of the property impacts the assumptions utilized in the CECL reserve estimates, which at times has historically had a significant impact on our results of operations. Changes in our assumptions could result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

Real Estate Investments

Real estate investments primarily represent land and buildings leased to the Company's tenants. Real estate investments that we received in connection with the Spin-Off were contributed to us at PENN's historical carrying amount. We record the acquisition of real estate at fair value, including acquisition and closing costs. The cost of properties developed by GLPI includes costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. The Company capitalizes interest on development projects by applying its weighted-average borrowing rate to qualifying construction expenditures incurred during the development period. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful lives of the buildings and building improvements. If we use a shorter or longer estimated useful life, it could have a material impact on our results of operations.

We continually monitor events and circumstances that could indicate that the carrying amount of our real estate investments may not be recoverable or realized. The factors considered by the Company in performing these assessments include evaluating whether the tenant is current on their lease payments, the tenant’s rent coverage ratio, the financial stability of the tenant and its parent company, and any other relevant factors. When indicators of potential impairment suggest that the carrying value of a real estate investment may not be recoverable, we determine whether the estimated undiscounted cash flows from the underlying lease exceeds the real estate investments' carrying value. If we determine the estimated undiscounted cash flows is less than the asset's carrying value then we would recognize an impairment charge equivalent to the amount required to reduce the carrying value of the asset to its estimated fair value, calculated in accordance with accounting principles generally accepted in the United States ("GAAP"). We group our real estate investments together by lease, the lowest level for which identifiable cash flows are available, in evaluating impairment. In assessing the recoverability of the carrying value, the Company must make assumptions regarding future cash flows and other factors. The factors considered by the Company in performing this assessment include current operating results, market and other applicable trends and residual values, as well as the effect of obsolescence, demand, competition and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss.

Results of Operations

The following are the most important factors and trends that contribute or may contribute to our operating performance:

•We have announced or closed numerous transactions in recent years and expect to continue to grow our portfolio by pursuing opportunities to acquire additional gaming facilities (either existing facilities or new development facilities) to lease to gaming operators under prudent terms.

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•Several wholly-owned subsidiaries of PENN lease a substantial number of our properties and account for a significant portion of our revenue.

•The risks related to economic conditions, including stress in the banking sector, high inflation levels and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and certain annual rent escalators we receive from our tenants as outlined in the long-term triple-net leases with these tenants.

•The ability to refinance our significant levels of debt at attractive terms and obtain favorable funding in connection with future business opportunities.

•The fact that the rules and regulations of U.S. federal income taxation are constantly under review by legislators, the IRS and the U.S. Department of the Treasury. Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI's investors or GLPI.

•Our leases contain variable rent that resets on varying schedules depending on the lease. The Company's percentage rent which is subject to adjustment was 4.8% of total cash rent in 2025 compared to 5.0% in 2024.

The consolidated results of operations for the years ended December 31, 2025 and 2024 are summarized below:

Year Ended December 31,

2025

2024

(in thousands)

Total revenues

$

1,594,752 

$

1,531,546 

Total operating expenses

393,299 

400,861 

Income from operations

1,201,453 

1,130,685 

Total other expenses

(348,868)

(320,908)

Income before income taxes

852,585 

809,777 

Income tax expense

2,229 

2,129 

Net income

850,356 

807,648 

Net income attributable to non-controlling interest in the Operating Partnership

(25,245)

(23,028)

Net income attributable to common shareholders

$

825,111 

$

784,620 

The Company has omitted the discussion comparing its operating results for the year ended December 31, 2024 to its operating results for the year ended December 31, 2023 from its Annual Report on Form 10-K for the year ended December 31, 2025. Readers are directed to Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for these disclosures.

FFO, AFFO and Adjusted EBITDA

Funds From Operations ("FFO"), Adjusted Funds From Operations ("AFFO") and Adjusted EBITDA are non-GAAP financial measures used by the Company as performance measures for benchmarking against the Company’s peers and as internal measures of business operating performance, which is used as a bonus metric. These metrics are presented assuming full conversion of limited partnership units to common shares and therefore before the income statement impact of non-controlling interests. The Company believes FFO, AFFO and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of the Company’s current business. This is especially true since these measures exclude real estate depreciation and we believe that real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. 

FFO, AFFO and Adjusted EBITDA are non-GAAP financial measures that are considered supplemental measures for the real estate industry and a supplement to GAAP measures. The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from dispositions of property and real estate depreciation. We define AFFO as FFO excluding, as applicable to the particular period, stock based compensation expense; the amortization of debt issuance costs; bond premiums and original issuance discounts; other depreciation; amortization of land rights; accretion on investment in leases; non-cash adjustments to financing lease liabilities; straight-line

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rent and deferred rent adjustments; losses on debt extinguishment; severance charges, capitalized interest; and provision (benefit) for credit losses, net, reduced by capital maintenance expenditures. Finally, we define Adjusted EBITDA as net income excluding, as applicable to the particular period, interest, net; income tax expense; real estate depreciation; other depreciation; (gains) or losses from dispositions of property; stock based compensation expense; straight-line rent and deferred rent adjustments; amortization of land rights; accretion on Investment in leases; non-cash adjustments to financing lease liabilities; losses on debt extinguishment; severance charges and provision (benefit) for credit losses, net.

FFO, AFFO and Adjusted EBITDA are not recognized terms under GAAP. These non-GAAP financial measures: (i) do not represent cash flows from operations as defined by GAAP; (ii) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flows as a measure of liquidity. In addition, these measures should not be viewed as an indication of our ability to fund our cash needs, including to make cash distributions to our shareholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, AFFO 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 our financial results in accordance with GAAP.

The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the years ended December 31, 2025 and 2024 is as follows: 

Year Ended December 31,

2025

2024

(in thousands)

Net income

$

850,356 

$

807,648 

(Gains) or losses from dispositions of property

(125)

(3,790)

Real estate depreciation

263,920 

258,219 

Funds from operations

$

1,114,151 

$

1,062,077 

Straight-line rent and deferred rent adjustments

(22,468)

(56,102)

Other depreciation

1,944 

1,933 

Amortization of land rights

17,079 

13,270 

Amortization of debt issuance costs, bond premiums and original issuance discounts (1)

13,267 

11,229 

Accretion on investment in leases

(28,356)

(28,966)

Non-cash adjustment to financing lease liabilities

431 

473 

Stock based compensation

21,181 

24,262 

Losses on debt extinguishment

3,783 

— 

Provision for credit losses, net

8,664 

37,254 

Severance charges

6,320 

— 

Capitalized interest

(15,788)

(4,395)

Capital maintenance expenditures

(157)

(134)

Adjusted funds from operations

$

1,120,051 

$

1,060,901 

Interest, net (2)

341,964 

317,945 

Income tax expense

2,229 

2,129 

Capital maintenance expenditures

157 

134 

Amortization of debt issuance costs, bond premiums and original issuance discounts (1)

(13,267)

(11,229)

Capitalized interest

15,788 

4,395 

Adjusted EBITDA

$

1,466,922 

$

1,374,275 

(1)    Such amortization is a non-cash component included in interest, net.

(2)    Amounts exclude the non-cash interest expense gross up related to certain ground leases.

Net income, FFO, AFFO, and Adjusted EBITDA were $850.4 million, $1,114.2 million, $1,120.1 million and $1,466.9 million, respectively, for the year ended December 31, 2025. This compared to net income, FFO, AFFO, and Adjusted EBITDA, of $807.6 million, $1,062.1 million, $1,060.9 million and $1,374.3 million, respectively, for the year ended December 31, 2024. The increase in net income was primarily driven by a $63.2 million increase in income from real estate, as

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explained below. The Company had lower operating expenses of $7.6 million and higher other expenses of $28.0 million that are also discussed below.

The increases in FFO for the year ended December 31, 2025 were due to the items described above, excluding gains from dispositions of property and real estate depreciation. The increases in AFFO and Adjusted EBITDA were due to the items described above, less the adjustments mentioned in the tables above. Adjusted EBITDA also increased as compared to the prior year driven by the explanations above, as well as the adjustments mentioned in the tables above.

Revenues

Revenues for the years ended December 31, 2025 and 2024 were as follows (in thousands):

Year Ended December 31,

Percentage

2025

2024

Variance

Variance

Rental income

$

1,367,943 

$

1,330,620 

$

37,323 

2.8 

%

Income from Investment in leases, financing receivables

195,649 

185,430 

10,219 

5.5 

%

   Income from Investment in leases, sales type

15,126 

5,004 

10,122 

202.3 

%

Interest income from real estate loans

16,034 

10,492 

5,542 

52.8 

%

Total income from real estate

$

1,594,752 

$

1,531,546 

$

63,206 

4.1 

%

Total income from real estate

Total income from real estate increased $63.2 million, or 4.1%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash income by $73.6 million. Current year results also benefited by $17.7 million from escalations on our leases and higher percentage rent of $2.3 million. The Company also recognized unfavorable straight-line and deferred rent adjustments of $33.6 million compared to the corresponding period in the prior year, as well as lower accretion of $0.6 million on its Investment in leases. Finally, the Company had higher ground rent income of $3.9 million.

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Details of the Company's income from real estate for the year ended December 31, 2025 and December 31, 2024 were as follows (in thousands):

Year Ended December 31, 2025

Building base rent

Land base rent

Percentage rent and other rental revenue

Interest income on real estate loans

Total cash income

Straight-line rent and deferred rent adjustments (1)

Ground rent in revenue

Accretion on leases

Total income from real estate

Amended PENN Master Lease

$

217,329 

$

43,035 

$

26,029 

$

— 

$

286,393 

$

19,807 

$

2,685 

$

— 

$

308,885 

PENN 2023 Master Lease

245,871 

— 

(79)

— 

245,792 

18,780 

— 

— 

264,572 

Amended Pinnacle Master Lease

245,930 

71,256 

32,486 

— 

349,672 

7,432 

8,703 

— 

365,807 

PENN Morgantown Lease

— 

3,185 

— 

— 

3,185 

— 

— 

— 

3,185 

Caesars Master Lease

65,493 

23,729 

— 

— 

89,222 

7,378 

1,320 

— 

97,920 

Horseshoe St. Louis Lease

24,071 

— 

— 

— 

24,071 

1,194 

— 

— 

25,265 

Boyd Master Lease

82,970 

11,785 

12,187 

— 

106,942 

(7,442)

1,792 

— 

101,292 

Boyd Belterra Lease

2,933 

1,894 

2,001 

— 

6,828 

(1,155)

— 

— 

5,673 

Bally's Master Lease

106,863 

— 

— 

— 

106,863 

— 

10,176 

— 

117,039 

Bally's Master Lease II

46,680 

— 

— 

— 

46,680 

(133)

3,661 

— 

50,208 

Maryland Live! Lease

77,648 

— 

— 

— 

77,648 

— 

8,580 

13,478 

99,706 

Pennsylvania Live! Master Lease

51,617 

— 

— 

— 

51,617 

— 

1,236 

8,790 

61,643 

Casino Queen Master Lease

21,371 

— 

— 

— 

21,371 

(828)

— 

20,543 

Tropicana Las Vegas Lease

— 

15,130 

— 

— 

15,130 

— 

— 

(4)

15,126 

Rockford Lease

— 

8,214 

— 

— 

8,214 

— 

— 

2,053 

10,267 

Rockford Loan

— 

— 

— 

12,167 

12,167 

— 

— 

— 

12,167 

Tioga Downs Lease

14,737 

— 

— 

— 

14,737 

— 

6 

2,295 

17,038 

Strategic Gaming Leases

12,382 

— 

— 

— 

12,382 

— 

423 

1,744 

14,549 

Ione Loan

— 

— 

— 

3,414 

3,414 

— 

— 

— 

3,414 

Bally's Chicago Lease

2,565 

20,000 

— 

— 

22,565 

(22,565)

— 

— 

— 

Dry Creek

— 

— 

— 

453 

453 

— 

— 

— 

453 

Total

$

1,218,460 

$

198,228 

$

72,624 

$

16,034 

$

1,505,346 

$

22,468 

$

38,582 

$

28,356 

$

1,594,752 

(1) Includes $0.3 million of tenant improvement allowance amortization for the year ended December 31, 2025

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Year Ended December 31, 2024

Building base rent

Land base rent

Percentage rent and other rental revenue

Interest income on real estate loans

Total cash income

Straight line rent

Ground rent in revenue

Accretion on leases

Total income from real estate

Amended PENN Master Lease

$

213,067 

$

43,035 

$

26,110 

— 

$

282,212 

$

19,807 

$

2,281 

$

— 

$

304,300 

PENN 2023 Master Lease

236,242 

— 

(482)

— 

235,760 

21,897 

— 

— 

257,657 

Amended Pinnacle Master Lease

244,322 

71,256 

31,209 

— 

346,787 

7,432 

8,281 

— 

362,500 

PENN Morgantown Lease

— 

3,138 

— 

— 

3,138 

— 

— 

— 

3,138 

Caesars Master Lease

64,367 

23,729 

— 

— 

88,096 

8,505 

1,320 

— 

97,921 

Horseshoe St. Louis Lease

23,744 

— 

— 

— 

23,744 

1,520 

— 

— 

25,264 

Boyd Master Lease

81,343 

11,785 

11,546 

— 

104,674 

2,296 

1,729 

— 

108,699 

Boyd Belterra Lease

2,875 

1,894 

1,963 

— 

6,732 

606 

— 

— 

7,338 

Bally's Master Lease

104,768 

— 

— 

— 

104,768 

— 

10,690 

— 

115,458 

Bally's Master Lease II

1,431 

— 

— 

1,431 

— 

211 

— 

1,642 

Maryland Live! Lease

76,313 

— 

— 

— 

76,313 

— 

8,703 

14,979 

99,995 

Pennsylvania Live! Master Lease

50,729 

— 

— 

— 

50,729 

— 

1,241 

8,935 

60,905 

Casino Queen Master Lease

31,662 

— 

— 

— 

31,662 

150 

— 

— 

31,812 

Tropicana Las Vegas Lease

— 

12,188 

— 

— 

12,188 

— 

— 

2 

12,190 

Rockford Lease

— 

8,053 

— 

— 

8,053 

— 

— 

2,014 

10,067 

Rockford Loan

— 

— 

— 

10,055 

10,055 

— 

— 

— 

10,055 

Tioga Downs Lease

13,106 

— 

— 

— 

13,106 

— 

5 

2,346 

15,457 

Strategic Gaming Leases

5,774 

— 

— 

— 

5,774 

— 

247 

690 

6,711 

Ione Loan

— 

— 

— 

437 

437 

— 

— 

— 

437 

Bally's Chicago Lease

— 

6,111 

— 

— 

6,111 

(6,111)

— 

— 

— 

Total

$

1,149,743 

$

181,189 

$

70,346 

$

10,492 

$

1,411,770 

$

56,102 

$

34,708 

$

28,966 

$

1,531,546 

(1) Includes $0.3 million of tenant improvement allowance amortization for the year ended December 31, 2024.

In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in land rights and ground lease expense within the consolidated statement of income as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord. 

The Company recognizes earnings on its Investment in leases, financing receivables and Investment in leases, sales type based on the effective yield method using the discount rate implicit in the leases. The amounts in the table above labeled accretion on financing leases represent earnings recognized in excess of cash received during the period.

Operating Expenses

Operating expenses for the years ended December 31, 2025 and 2024 were as follows (in thousands):

Year Ended December 31,

Percentage

2025

2024

Variance

Variance

Land rights and ground lease expense

$

55,408 

$

47,674 

$

7,734 

16.2 

%

General and administrative

63,488 

59,571 

3,917 

6.6 

%

Gains from disposition of properties

(125)

(3,790)

3,665 

(96.7)

%

Depreciation

265,864 

260,152 

5,712 

2.2 

%

Provision for credit losses, net

8,664 

37,254 

(28,590)

(76.7)

%

Total operating expenses

$

393,299 

$

400,861 

$

(7,562)

(1.9)

%

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Land rights and ground lease expense

Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases. Land rights and ground lease expense increased by $7.7 million, or 16.2%, for the year ended December 31, 2025, as compared to the corresponding period in the prior year due to the acquisition of assets in Bally's Master Lease II.

General and administrative expense

General and administrative expenses include items such as compensation costs (including stock-based compensation awards), professional services and costs associated with development activities. General and administrative expenses increased by $3.9 million, or 6.6%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The reason for the increase was due primarily from an executive severance charge of $6.3 million, partially offset by lower stock based compensation expense of $3.1 million due primarily from forfeitures from the executive awards.

Gains from dispositions of property

Gains from dispositions for the year ended December 31, 2024 was due to the lease reconsideration event for the Tropicana Las Vegas Lease which resulted in the lease being reclassified from an operating lease to a sales type lease. See Note 1 for further discussion.

Depreciation expense

Depreciation expense increased by $5.7 million, or 2.2%, to $265.9 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to its recent acquisitions.

Provision for credit losses, net

For the year ended December 31, 2025, the Company recorded a $8.7 million provision for credit losses as compared to a $37.3 million provision in the corresponding period in the prior year. The primary reason for the decrease were changes in estimates to property specific credit and performance metrics as well as changes in economic forecasts.

Other income (expenses)

Other income (expenses) for the years ended December 31, 2025 and 2024 were as follows (in thousands): 

Year Ended December 31,

Percentage

2025

2024

Variance

Variance

Interest expense

$

(373,881)

$

(366,897)

$

(6,984)

1.9 

%

Interest income

28,796 

45,989 

(17,193)

(37.4)

%

Losses on debt extinguishment

(3,783)

— 

(3,783)

N/A

Total other expenses

$

(348,868)

$

(320,908)

$

(27,960)

8.7 

%

Interest expense

For the year ended December 31, 2025, the Company's interest expense increased by $7.0 million as compared to the corresponding period in the prior year. The increase was due to higher borrowing levels that partially funded our recent acquisitions. See Note 10 for additional information.

Interest income

Interest income for the year ended December 31, 2025 decreased by $17.2 million due to lower average interest earning balances in the current year.

Loss on debt extinguishment

Losses on debt extinguishment of $3.8 million for the year ended December 31, 2025 related to the make-whole premium payment and accelerated amortization of debt issuance costs related to the redemption of the April 2026 Notes.

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Net income attributable to noncontrolling interest in the Operating Partnership

As partial consideration for certain real estate acquisitions, the Company's operating partnership has issued OP Units. OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. The operating partnership is a variable interest entity ("VIE") in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could be significant to the VIE. Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a noncontrolling interest in the Consolidated Balance Sheets and allocates the proportion of net income to the noncontrolling interests on the Consolidated Statements of Income.

The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.

Liquidity and Capital Resources

Our primary sources of liquidity and capital resources are cash flow from operations, borrowings from banks, and proceeds from the issuance of debt and equity securities.

Net cash provided by operating activities was $1,129.4 million and $1,072.8 million during the years ended December 31, 2025 and 2024, respectively. The increase in net cash provided by operating activities of $56.6 million for the year ended December 31, 2025 as compared to the prior year was primarily due to an increase in cash receipts from customers of $93.6 million along with an increase in interest income of $4.5 million, an increase in cash received on terminated interest rate swaps of $1.0 million and a decrease in cash paid for taxes of $1.3 million, partially offset by increases in cash paid for interest of $27.0 million, cash paid for operating expenses of $13.1 million, and cash paid to employees of $3.4 million. The increase in cash receipts collected from our customers for the year ended December 31, 2025, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions and lease escalations and the increase in interest paid was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.

Investing activities used net cash of $308.8 million for the year ended December 31, 2025 and $1,605.9 million during the year ended December 31, 2024, respectively. Net cash used by investing activities during the year ended December 31, 2025 primarily consisted of the maturity of zero coupon U.S. Treasury Bills totaling $550.0 million, partially offset by Ione Loan and Dry Creek Loan fundings of $85.3 million, $285.0 million for the acquisition of the real estate assets for the new M Resort tower and the Joliet landside project, and capital expenditures of $304.4 million primarily related to the funding of development projects and $184.1 million for the real estate assets contained within Strategic Gaming Lease for Sunland Park which was accounted for as Investment in leases, financing receivables. Net cash used in investing activities during the year ended December 31, 2024 consisted primarily of $844.3 million for the acquisition of the real estate assets of Bally's Kansas City and Shreveport properties which were added to the Bally's Master Lease II, the acquisition of real estate for Bally's Chicago, the Belle landside development project and the real estate assets contained within the Tioga Downs Lease and Strategic Gaming Leases which were accounted for as Investment in leases, financing receivables. The Company had real estate loan originations of $125.2 million, $48.6 million for the demolition funding related to the development project at the Tropicana site, the purchase of zero coupon U.S. Treasury Bills totaling $891.0 million, and capital expenditures equal to $39.7 million, partially offset by the maturity of zero coupon U.S. Treasury Bills totaling $341.0 million and the proceeds from a tax refund related to a previous acquisition of $1.8 million.

Financing activities used net cash of $1,059.0 million and provided net cash of $311.8 million during the years ended December 31, 2025 and December 31, 2024, respectively. Net cash used by financing activities for the year ended December 31, 2025 was driven by repayments of long term debt of $1,826.0 million, dividend payments of $871.9 million, non-controlling interest distributions of $25.8 million, financing costs of $15.4 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.8 million. These items were partially offset by $1,292.2 million of proceeds from the issuance of long-term debt and $402.8 million of net proceeds from the issuance of common stock. Net cash provided by financing activities for the year ended December 31, 2024 was driven by $1,521.9 million of proceeds from the issuance of long-term debt and $148.2 million of net proceeds from the issuance of common stock. These items were partially offset by the repayment of long term debt of $463.6 million, dividend payments of $830.7 million, non-controlling interest

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distributions of $24.6 million, financing costs of $24.7 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million.

Capital Expenditures

Capital expenditures are accounted for as either capital project or capital maintenance (replacement) expenditures. Capital project expenditures are for fixed asset additions that expand an existing facility or create a new facility. The cost of properties developed by the Company include costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair.

During the years ended December 31, 2025 and 2024, we spent approximately $304.4 million and $39.6 million, respectively, on capital project expenditures primarily related to development projects at Bally's Chicago, Casino Queen Marquette and Bally's Baton Rouge.

Funding commitments

As of December 31, 2025, we have entered into various commitments or call rights to finance/acquire future investments in gaming and related facilities for our tenants. These are detailed in the table below. Our tenants retain the option to decline our financing for certain projects and may seek alternative financing solutions. The inclusion of a commitment in this disclosure does not guarantee that the financing will be utilized by the tenant in circumstances where a tenant has the option.

Description

Estimated Commitment amount

Amount funded at December 31, 2025

Relocation of Hollywood Casino Aurora (1)

$225 million

None

Funding associated with a landside move at Ameristar Casino Council Bluffs (2)

$150 million

None

Potential transaction at the former Tropicana Las Vegas site with Bally's

$175 million

$48.5 million

Real estate construction costs for Bally's Chicago

$940 million

$201.6 million

Construction costs for a landside development project at Casino Queen Marquette

$16.5 million

$9.6 million

Ione Loan to fund a new casino development near Sacramento, California

$110 million

$56.6 million

Call right to acquire Bally's Lincoln

$700 million

None

Funding commitment for the future site and construction for Live! Virginia Casino & Hotel

$467 million

None

Delayed draw term loan for Dry Creek Rancheria Resort development

$180 million

None

(1)    PENN anticipates completing the relocation of its riverboat casino in Aurora to a land based facility in the first half of 2026. The Company anticipates funding $225 million at a 7.75% capitalization rate.

(2)    The Company has agreed to fund, if requested by PENN in their sole discretion, on or before March 31, 2029, construction improvements in an amount not to exceed the greater of (i) the hard costs associated with the project and (ii) $150.0 million at a 7.10% capitalization rate.

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Debt

Senior Unsecured Credit Agreement

The Company has a Senior Unsecured Amended Credit Agreement (the "Amended Credit Agreement") providing for a revolving commitment capacity of $2.09 billion with a maturity date of December 2, 2028 (the "Revolver"). GLP Capital is the primary obligor under the Amended Credit Agreement, which is guaranteed by GLPI.

In addition, the Amended Credit Agreement provides GLP Capital with the right to elect to re-allocate up to $1.04 billion in existing revolving commitments under the Amended Credit Agreement to one or more new revolving credit facilities (“Amended Bridge Revolving Facility” and, collectively, the "Amended Bridge Revolving Facilities"). Loans under any Amended Bridge Revolving Facility are subject to 1% amortization per annum. Amounts repaid under any Amended Bridge Revolving Facility cannot be reborrowed and the corresponding commitments are automatically re-allocated to the existing revolving facility.

Amended Bridge Revolving Facilities are intended to be used solely to fund cash distributions to third-party contributors in connection with their contribution of one or more properties to GLP Capital. GLP Capital’s ability to borrow under any Amended Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP Capital’s financial covenants, as well as the receipt by the Agent of a satisfactory conditional guarantee of the loans under the applicable Amended Bridge Revolving Facility by the applicable contributor or its affiliate, subject to the prior enforcement of all remedies against GLP Capital, GLPI and other applicable sources other than such guarantor. Loans under the Amended Bridge Revolving Facility will not be treated pro rata with loans under the existing revolving credit facility.

At December 31, 2025, $331.6 million was outstanding under the Amended Credit Agreement. Additionally, at December 31, 2025, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,758.0 million of available borrowing capacity under the Amended Credit Agreement as of December 31, 2025.

The interest rates payable on the loans borrowed under the Amended Credit Agreement are, at GLP Capital's option, equal to either a SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725% to 1.40% per annum for SOFR loans and 0.0% to 0.4% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Amended Credit Agreement. The current applicable margin is 1.05% for SOFR loans and 0.05% for base rate loans. Notwithstanding the foregoing, in no event shall the base rate be less than 1.00%. In addition, GLP Capital will pay a facility fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Amended Credit Agreement from time to time. The current facility fee rate is 0.25%. The Amended Credit Agreement is not subject to amortization. GLP Capital is not required to repay any loans under the Amended Credit Agreement prior to maturity. GLP Capital may prepay all or any portion of the loans under the Amended Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow loans that it has repaid. Subject to customary conditions, including pro forma compliance with financial covenants, GLP Capital can obtain additional term loan commitments and incur incremental term loans or revolving commitments, and outstanding bridge revolving loans shall not exceed $3.5 billion outstanding under the Amended Credit Agreement. There is currently no commitment in respect of such incremental loans and commitments. The weighted average interest rate under the Amended Credit Agreement at December 31, 2025 was 5.02%.

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Certain Covenants and Events of Default

The Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and make other restricted payments. The Amended Credit Agreement includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults. The Amended Credit Agreement also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Amended PENN Master Lease (subject to certain replacement rights). The occurrence and continuance of an event of default under the Amended Credit Agreement will enable the lenders under the Amended Credit Agreement to accelerate the loans and terminate the commitments thereunder. At December 31, 2025, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

Term Loan Credit Agreement

On September 2, 2022, GLP Capital entered into a term loan credit agreement (the "Term Loan Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent (the "Term Loan Agent"), and the other agents and lenders party thereto from time to time, providing for a $600 million delayed draw credit facility with a maturity date of September 2, 2027 (the "Term Loan Credit Facility"). The Term Loan Credit Facility is guaranteed by GLPI.

The availability of loans under the Term Loan Credit Facility is subject to customary conditions, including pro forma compliance with financial covenants, and the receipt by Term Loan Agent of a conditional guarantee of the Term Loan Credit Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s. The loans under the Term Loan Credit Facility may be used solely to finance a portion of the purchase price of the acquisition of one or more specified properties of Bally’s in one or a series of related transactions and to pay fees, costs and expenses incurred in connection therewith. The Company drew down the entire $600 million Term Loan Credit Facility on January 3, 2023 in connection with the acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton.

Interest Rate and Fees

The interest rates per annum applicable to loans under the Term Loan Credit Facility are, at GLP Capital's option, equal to either a Secured Overnight Financing Rate ("SOFR") based rate or a base rate plus an applicable margin, which ranges from 0.85% to 1.7% per annum for SOFR loans and 0.0% to 0.7% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Term Loan Credit Facility. The current applicable margin is 1.30% for SOFR loans and 0.30% for base rate loans. In addition, GLP Capital will pay a commitment fee on the unused commitments under the Term Loan Credit Facility at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit ratings assigned to the Credit Facility from time to time. The current commitment fee rate is 0.25%. The weighted average interest rate under the Term Loan Credit Facility at December 31, 2025 was 5.02%.

Amortization and Prepayments

The Term Loan Credit Facility is not subject to interim amortization. GLP Capital is not required to repay any loans under the Term Loan Credit Facility prior to maturity. GLP Capital may prepay all or any portion of the loans under the Term Loan Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders, and may reborrow loans that it has repaid.

Certain Covenants and Events of Default

The Term Loan Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries, including GLP Capital, to grant liens on their assets, incur indebtedness, sell assets, engage in acquisitions, mergers or consolidations, or pay certain dividends and make other restricted payments. The financial covenants include the following, which are measured quarterly on a trailing four-quarter basis: (i) maximum total debt to total asset value ratio, (ii) maximum senior secured debt to total asset value ratio, (iii) maximum ratio of certain recourse debt to unencumbered asset value, and (iv) minimum fixed charge coverage ratio. GLPI is required to maintain its status as a REIT and is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status. GLPI is also

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permitted to make other dividends and distributions, subject to pro forma compliance with the financial covenants and the absence of defaults. The Term Loan Credit Facility also contains certain customary affirmative covenants and events of default. The occurrence and continuance of an event of default, which includes, among others, nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants, will enable the lenders to accelerate the loans and terminate the commitments thereunder. At December 31, 2025, the Company was in compliance with all required financial covenants under the Term Loan Credit Facility.

Senior Unsecured Notes

    At December 31, 2025, the Company had $6,350.0 million of outstanding senior unsecured notes (the "Senior Notes"). Each of the Company's Senior Notes contain covenants limiting the Company’s ability to: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the Amended PENN Master Lease. The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed after their respective par call date (90-180 days prior to their maturity), the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date. If GLPI experiences a change of control accompanied by a decline in the credit rating of the Senior Notes of a particular series, the Company will be required to give holders of the Senior Notes of such series the opportunity to sell their Senior Notes of such series at a price equal to 101% of the principal amount of the Senior Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase date. The Senior Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations. 

The Senior Notes were issued by GLP Capital and GLP Financing II, Inc. (the "Issuers"), two consolidated subsidiaries of GLPI, and are guaranteed on a senior unsecured basis by GLPI. The guarantees of GLPI are full and unconditional. The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Amended Credit Agreement, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.

The Senior Notes contain covenants limiting the Company’s ability to: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the Amended PENN Master Lease. The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

GLPI owns all of the assets of GLP Capital and conducts all of its operations through the operating partnership. Based on the amendments to Rule 3-10 of Regulation S-X, we note that since GLPI fully and unconditionally guarantees the debt securities of the Issuers and consolidates both Issuers, we are not required to provide separate financial statements for the Issuers and GLPI since they are consolidated into GLPI and the GLPI guarantee is "full and unconditional".

Furthermore, as permitted under Rule 13-01(a)(4)(vi), we excluded the summarized financial information for the Issuers because the assets, liabilities and results of operations of the Issuers and GLPI are not materially different than the corresponding amounts in GLPI's consolidated financial statements and we believe such summarized financial information would be repetitive and would not provide incremental value to investors.

At December 31, 2025, the Company was in compliance with all required financial covenants under its Senior Notes.

Distribution Requirements

We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, in order to qualify to be taxed as a REIT (assuming that certain other requirements are also satisfied) so that U.S. federal corporate income tax does not apply to earnings that we distribute. Such distributions generally can be made with cash and/or a combination of cash and Company common stock if certain requirements are met. To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum amount specified under U.S. federal income tax laws. We intend to make distributions to

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our shareholders to comply with the REIT requirements of the Code. To the extent any of the Company's taxable income was not previously distributed, the Company will make a dividend declaration pursuant to Section 858(a)(1) of the Code, allowing the Company to treat certain dividends that are to be distributed after the close of a taxable year as having been paid during the taxable year.

Outlook

During the year ended December 31, 2025, the Company entered into a new continuos equity offering program under which the Company may sell up to an aggregate of $1.25 billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2025 ATM Program") which replaced the Company's previous ATM program. As of December 31, 2025, the Company had $886.7 million remaining for issuance under the 2025 ATM Program.

Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Amended Credit Agreement and our ability to raise equity proceeds (including the Company's 2025 ATM Program), will be adequate to meet our anticipated debt service requirements, capital expenditures, working capital needs and dividend requirements.

We expect the majority of our future growth to come from funding commitments to our tenants and acquisitions of gaming and other properties to lease to third parties. If we consummate significant acquisitions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our 2025 ATM Program), issuance of additional OP Units, and/or debt offerings. Our future operating performance and our ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. See "Risk Factors-Risks Related to Our Capital Structure" of this Annual Report on Form 10-K for a discussion of the risk related to our capital structure.

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