Gaming & Leisure Properties, Inc. (GLPI) Business
This page reproduces the company's own Item 1 Business text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
Informational only - not investment advice. See Disclaimer.
ITEM 1. BUSINESS
Overview
GLPI is a self-administered and self-managed Pennsylvania REIT. GLPI was incorporated on February 13, 2013, as a wholly-owned subsidiary of PENN Entertainment, Inc., formerly known as Penn National Gaming, Inc. (NASDAQ: PENN) ("PENN"). On November 1, 2013, PENN contributed to the Company, 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 (which are referred to as the "TRS Properties") 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 its business is conducted through GLP Capital, L.P. ("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 December 31, 2025, GLPI owned 97.1% of the outstanding units of GLP Capital with the remaining units owned by third party limited partners who (directly or through affiliates) contributed properties to GLP Capital in exchange for consideration that was partially funded through the issuance of operating partnership units ("OP Units") and holders of long term incentive plan units ("LTIP Units"). The OP Units and LTIP Units once vested are exchangeable on a one for one basis for common shares of the Company. The Company's common stock is listed on the NASDAQ under the ticker symbol GLPI.
All debt of the Company, including revolving credit facilities, term loans and senior unsecured notes, is incurred by GLP Capital and its subsidiaries. GLPI has fully and unconditionally guaranteed all of the Company's outstanding debt obligations.
The Company seeks 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. GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. The Company also extends loans that produce fixed or variable returns which may convert into leased rent upon project completion or stabilization.
As of December 31, 2025, GLPI's portfolio consisted of interests in 69 gaming and related facilities, including the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 6 gaming and related facilities operated by Caesars Entertainment (NASDAQ: CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE: BYD) ("Boyd"), the real property associated with 15 gaming and related facilities operated by Bally's Corporation (NYSE: BALY) ("Bally's") and 1 facility under development namely Bally's Chicago, the real property associated with 3 gaming and related facilities operated by The Cordish Companies ("Cordish"), 1 gaming facility managed by a subsidiary of Hard Rock International ("Hard Rock"), 4 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing & Entertainment, LLC ("American Racing"). These facilities, including our corporate headquarters building, are geographically diversified across 20 states and we own over 5,600 acres and lease approximately 1,000 acres. As of December 31, 2025, our properties were 100% occupied. GLPI expects to continue growing its portfolio by pursuing opportunities to acquire or develop additional gaming facilities to lease to gaming operators under prudent terms.
Our Competitive Strengths
We believe the following competitive strengths will contribute significantly to our success:
Geographically Diverse Property Portfolio
We seek to expand our portfolio by working with multiple tenants in different jurisdictions. We are focused primarily on regional gaming markets where customers are less dependent on air travel and where demand has historically been resilient. As of December 31, 2025, our portfolio consisted of 69 gaming and related facilities. Our portfolio, including our corporate headquarters building, is comprised of approximately 6,600 acres of land and is broadly diversified by location across 20 states which we expect to expand to 22 states our recently announced transactions in California and Virginia. We expect that our geographic diversification will limit the effect of a decline in any one regional market on our overall performance.
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Financially Secure Tenants
Approximately 97% of our cash rent comes from five of the company's tenants, PENN, Caesars, Boyd, Cordish and Bally's, that are leading, diversified, multi-jurisdictional owners and managers of gaming and pari-mutuel properties and established gaming providers. With the exception of Cordish, all of the aforementioned tenants are publicly traded companies that are subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and are required to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission ("SEC"). Readers are directed to PENN's, Caesars, Boyd's and Bally's respective websites for further financial information on these companies.
Long-Term, Triple-Net Lease Structure
Our real estate properties are leased under long-term triple-net leases guaranteed by our tenants, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, taxes levied on or with respect to the leased properties (other than taxes on our income) and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. Our leases include fixed escalators, escalators that are subject to the attainment of certain rent coverage ratios and other contractual rent growth features such as those linked to the Consumer Price Index ("CPI") with floors and ceilings.
Resilient Regional Gaming Characteristics
The Company’s asset portfolio is composed primarily of regional, drive-to gaming properties rather than destination resorts. Historically, regional gaming properties have demonstrated lower performance volatility as compared to destination resort casinos. Additionally, given lower capex burdens, regional gaming assets often prove to be more stable cash flowing assets when compared to destination resorts, under similar rent structure dynamics. Furthermore, we believe that the recession resulting from the COVID-19 pandemic has illustrated the resiliency of the regional gaming market. In spite of all our properties being mandated to close during mid-March 2020, the Company received all contractual rents, inclusive of rent credits, due in 2020. We believe that our assets should generate substantial cash flows well into the future for both ourselves and our tenants.
Embedded growth through funding commitments
The Company grows through contractual escalations in our leases as well as acquisitions and fundings for development projects. Since January 1, 2024, we have completed transactions totaling $3.7 billion. See footnote 11 in the Notes to the financial statements for listing of the various funding commitments that are expected to contribute to future growth opportunities for the Company.
Flexible UPREIT Structure and disciplined capital allocation
We operate through an umbrella partnership, commonly referred to as an UPREIT structure, in which substantially all of our properties and assets are held by GLP Capital or by subsidiaries of GLP Capital. Conducting business through GLP Capital allows us flexibility in the manner in which we structure and acquire properties. In particular, an UPREIT structure may provide the ability to acquire additional properties from sellers in exchange for limited partnership units, which provides property owners the opportunity to defer the tax consequences that would otherwise arise from a sale of their real properties and other assets to us. As a result, this structure may potentially facilitate our acquisition of assets in a more efficient manner and may allow us to acquire assets that the owner would otherwise be unwilling to sell because of tax considerations. We believe that this flexibility may provide us an advantage in seeking future acquisitions.
We target accretive acquisitions and investments funded with a mix of debt and equity, while maintaining a conservative balance sheet and a credit profile supportive of investment-grade ratings.
Experienced and Committed Management Team
Our management team has extensive gaming and real estate experience. Peter M. Carlino, our chief executive officer, has more than 30 years of experience in the acquisition and development of gaming facilities and other real estate projects. Through years of public company experience, our management team also has extensive experience accessing both debt and equity capital markets to fund growth and maintain a flexible capital structure.
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Property and lease information
At December 31, 2025, the Company had the following leases in place with various tenants:
PENN Leases and Boyd Leases
On January 1, 2023, the Company amended its original master lease with PENN (the "Amended Penn Master Lease") to transfer five properties to a new master lease (the "PENN 2023 Master Lease"). Both of these leases are triple-net leases, the terms of which expire on October 31, 2033, with no purchase options, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions.
In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc. ("Pinnacle") and leased these assets back to Pinnacle, under a triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease").
On October 15, 2018, the Company completed transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger"). Concurrent with the PENN-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net lease with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company's Amended Pinnacle Master Lease.
The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN and added this property to the Amended Pinnacle Master Lease. The Amended Pinnacle Master Lease was assumed by PENN at the consummation of the PENN-Pinnacle Merger.
The Company also entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park Gaming & Entertainment Center ("Belterra Park"), whereby the Company loaned Boyd $57.7 million (the "Belterra Park Loan"). In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to a long-term lease (the "Belterra Park Lease") with a Boyd affiliate operating the property. The Belterra Park Lease rent terms are consistent with the Boyd Master Lease.
On October 1, 2020, the Company acquired the land under PENN's gaming facility under construction in Morgantown, Pennsylvania. The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years with no purchase option, followed by six 5-year renewal options exercisable by the tenant (the "Morgantown Lease").
Bally's Leases
The Company has several leases and development agreements with Bally's. The first lease was entered into on June 3, 2021 and subsequent to this date the lease was amended to add several additional real estate assets of Bally's to it (the "Bally's Master Lease").
On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $145 million. GLPI retained ownership of the land and concurrently entered into a ground lease with Bally's for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options) (as amended, the "Tropicana Las Vegas Lease").
On September 11, 2024, the Company assumed the ground lease for the real estate of the Bally's Chicago site between the existing third party and Bally's for approximately $250 million. The ground lease was amended such that the Company receives initial annual rent of $20 million. In July 2025, the Company entered into a development agreement for Bally's Chicago and amended the existing land lease to include the building improvements (the "Bally's Chicago Lease").
On December 16, 2024, the Company completed the acquisition of the real property assets of both Bally’s Kansas City Casino and Bally’s Shreveport Casino & Hotel. The two properties are in a master lease that is cross-defaulted with the existing Bally’s Master Lease ("Bally's Master Lease II"). Effective July 1, 2025, the DraftKings at Casino Queen and The Queen Baton Rouge properties in the Casino Queen Master Lease (defined below) were transferred to Bally's Master Lease II. Additionally, annual rental income of $28.9 million was reallocated from the Casino Queen Master Lease to Bally's Master Lease II.
On February 7, 2025, Bally's completed its merger transactions with Standard General L.P. and its affiliates, and pursuant to the terms of a definitive merger agreement, among other changes resulting from the merger, The Queen Casino & Entertainment ("Casino Queen") became a subsidiary of Bally's. The Company has a master lease with Casino Queen which became effective December 17, 2021 (as amended, the "Casino Queen Master Lease"). Effective July 1, 2025, the DraftKings
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at Casino Queen and The Queen Baton Rouge properties in the Casino Queen Master Lease were moved to Bally's Master Lease II as previously discussed above.
Caesars Leases
On October 1, 2018, the Company entered into a master lease with Caesars, which expires on September 30, 2038, with no purchase option, with four separate renewal options of 5 years each, exercisable at the tenant's option, on the same terms and conditions (as amended, the "Amended and Restated Caesars Master Lease").
The Company has a single property lease with Caesars for the real estate assets of Horseshoe St. Louis (the "Horseshoe St. Louis Lease") which became effective on September 29, 2020, with no purchase option, whose initial term expires on October 31, 2033, with four separate renewal options of five years each, exercisable at the tenant's option.
Cordish Leases
On December 29, 2021, the Company completed its acquisition of the real property assets of Live! Casino & Hotel Maryland and entered into a single asset lease for the property (the "Maryland Live! Lease"). On March 1, 2022, the Company completed its acquisition of the real estate assets of Live! Casino & Hotel Philadelphia and Live! Casino Pittsburgh and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (as amended from time to time, the "Pennsylvania Live! Master Lease").
Rockford Lease
On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that opened in late August 2024 and is managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment LLC ("815 Entertainment"). Simultaneously with the land acquisition, GLPI entered into a ground lease with 815 Entertainment for a 99-year term (the "Rockford Lease").
Tioga Downs Lease
On February 6, 2024, the Company acquired the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") in Nichols, New York from American Racing. Simultaneous with the acquisition, GLPI and American Racing entered into a triple-net lease agreement for an initial 30-year term, with no purchase option, followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months (the "Tioga Downs Lease").
Strategic Gaming Leases
On May 16, 2024, the Company acquired the real estate assets of Silverado Franklin Hotel & Gaming Complex ("Silverado"), the Deadwood Mountain Grand ("DMG") casino, and Baldini's Casino ("Baldini's") from Strategic. Simultaneous with the acquisition, GLP Capital and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25-year term with no purchase option and two ten-year renewal periods (exercisable by the tenant) (the "Strategic Gaming Leases"). On October 15, 2025, the Company acquired the real estate assets of Sunland Park Racetrack and Casino ("Sunland Park") in Sunland Park, New Mexico for $183.75 million. The property was added to the Strategic Gaming Leases and annual rent was increased by $15.0 million.
Key terms of leases
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 December 31, 2025. 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.
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•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 met, and (ii) a percentage rent component tied to property performance. The percentage rent component is recalculated periodically, every five years for the Amended PENN Master Lease and every two years for the other leases, based on 4% of the average annual net revenues of the applicable facilities in excess of a contractually defined baseline, subject to certain floors.
| Master Leases | ||||
|---|---|---|---|---|
| Penn 2023 Master Lease | Amended Penn Master Lease | |||
| Operator | PENN | PENN | ||
| Properties | Hollywood Casino Aurora | Aurora, IL | Hollywood Casino Lawrenceburg | Lawrenceburg, IN |
| Hollywood Casino Joliet | Joliet, IL | Argosy Casino Alton | Alton, IL | |
| Hollywood Casino Toledo | Toledo, OH | Hollywood Casino at Charles Town Races | Charles Town, WV | |
| Hollywood Casino Columbus | Columbus, OH | Hollywood Casino at Penn National Race Course | Grantville, PA | |
| M Resort | Henderson, NV | Hollywood Casino Bangor | Bangor, ME | |
| Hollywood Casino at the Meadows | Washington, PA | Zia Park Casino | Hobbs, NM | |
| Hollywood Casino Perryville | Perryville, MD | Hollywood Casino Gulf Coast | Bay St. Louis, MS | |
| Argosy Casino Riverside | Riverside, MO | |||
| Hollywood Casino Tunica | Tunica, MS | |||
| Boomtown Biloxi | Biloxi, MS | |||
| Hollywood Casino St. Louis | Maryland Heights, MO | |||
| Hollywood Gaming Casino at Dayton Raceway | Dayton, OH | |||
| Hollywood Gaming Casino at Mahoning Valley Race Track | Youngstown, OH | |||
| 1st Jackpot Casino | Tunica, MS | |||
| Commencement Date | 1/1/2023 | 11/1/2013 | ||
| Lease Expiration Date | 10/31/2033 | 10/31/2033 | ||
| Remaining Renewal Terms | 15 (3x5 years) | 15 (3x5 years) | ||
| Corporate Guarantee | Yes | Yes | ||
| Master Lease with Cross Collateralization | Yes | Yes | ||
| Technical Default Landlord Protection | Yes | Yes | ||
| Default Adjusted Revenue to Rent Coverage | 1.1 | 1.1 | ||
| Competitive Radius Landlord Protection | Yes | Yes | ||
| Escalator Details | ||||
| Yearly Base Rent Escalator Maximum | 1.5% (1) | 2 | % | |
| Coverage ratio at September 30, 2025 | 1.86 | 2.12 | ||
| Minimum Escalator Coverage Governor | N/A | 1.8 | ||
| Yearly Anniversary for Realization | November | November | ||
| Percentage Rent Reset Details | ||||
| Reset Frequency | N/A | 5 years | ||
| Next Reset | N/A | Nov-28 |
(1) In addition to the annual escalation, a one-time annualized increase of $1.4 million occurs on November 1, 2027.
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| Master Leases | ||||
|---|---|---|---|---|
| Amended Pinnacle Master Lease | Bally's Master Lease | |||
| Operator | PENN | Bally's | ||
| Properties | Ameristar Black Hawk | Black Hawk, CO | Bally's Evansville | Evansville, IN |
| Ameristar East Chicago | East Chicago, IN | Bally's Dover Casino Resort | Dover, DE | |
| Ameristar Council Bluffs | Council Bluffs, IA | Black Hawk (Black Hawk North, West and East casinos) | Black Hawk, CO | |
| L'Auberge Baton Rouge | Baton Rouge, LA | Quad Cities Casino & Hotel | Rock Island, IL | |
| Boomtown Bossier City | Bossier City, LA | Bally's Tiverton Hotel & Casino | Tiverton, RI | |
| L'Auberge Lake Charles | Lake Charles, LA | Hard Rock Casino and Hotel Biloxi | Biloxi, MS | |
| Boomtown New Orleans | New Orleans, LA | |||
| Ameristar Vicksburg | Vicksburg, MS | |||
| River City Casino & Hotel | St. Louis, MO | |||
| Jackpot Properties (Cactus Petes and Horseshu) | Jackpot, NV | |||
| Plainridge Park Casino | Plainville, MA | |||
| Commencement Date | 4/28/2016 | 6/3/2021 | ||
| Lease Expiration Date | 4/30/2031 | 6/2/2036 | ||
| Remaining Renewal Terms | 20 (4x5 years) | 20 (4x5 years) | ||
| Corporate Guarantee | Yes | Yes | ||
| Master Lease with Cross Collateralization | Yes | Yes | ||
| Technical Default Landlord Protection | Yes | Yes | ||
| Default Adjusted Revenue to Rent Coverage | 1.2 | 1.35 (1) | ||
| Competitive Radius Landlord Protection | Yes | Yes | ||
| Escalator Details | ||||
| Yearly Base Rent Escalator Maximum | 2 | % | (2) | |
| Coverage ratio at September 30, 2025 | 1.69 (3) | 1.99 | ||
| Minimum Escalator Coverage Governor | 1.8 | N/A | ||
| Yearly Anniversary for Realization | May | June | ||
| Percentage Rent Reset Details | ||||
| Reset Frequency | 2 years | N/A | ||
| Next Reset | May 2026 | N/A |
(1) If the tenant's parent's net leverage is greater than 5.5 to 1, then the adjusted revenue to rent coverage for the last two consecutive test periods must be at least 1.35. If the tenant's parent's net leverage is equal to or less than 5.5 to 1, then the ratio shall be reduced to 1.2.
(2) If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.
(3) Coverage ratio for escalation purposes excludes adjusted revenue and rent attributable to the Plainridge Park facility as well as certain other fixed rent amounts.
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| Master Leases | ||||
|---|---|---|---|---|
| Bally's Master Lease II | Casino Queen Master Lease | |||
| Operator | Bally's | Bally's | ||
| Properties | Bally's Kansas City | Kansas City, MO | Casino Queen Marquette | Marquette, IA |
| Bally's Shreveport Casino & Hotel | Shreveport, LA | Bally's Baton Rouge | Baton Rouge, LA | |
| Draft Kings at Casino Queen (4) | East St. Louis, IL | |||
| The Queen Baton Rouge (4) | Baton Rouge, LA | |||
| Commencement Date | 12/16/2024 | 12/17/2021 | ||
| Lease Expiration Date | 12/15/2039 | 12/31/2036 | ||
| Remaining Renewal Terms | 20 (4x5 years) | 20 (4x5 years) | ||
| Corporate Guarantee | Yes | (5) | ||
| Master Lease with Cross Collateralization | Yes | Yes | ||
| Technical Default Landlord Protection | Yes | Yes | ||
| Default Adjusted Revenue to Rent Coverage | 1.35 (1) | 1.35 (1) | ||
| Competitive Radius Landlord Protection | Yes | Yes | ||
| Escalator Details | ||||
| Yearly Base Rent Escalator Maximum | (2) | (3) | ||
| Coverage ratio at September 30, 2025 | 2.60 | N/A | ||
| Minimum Escalator Coverage Governor | N/A | N/A | ||
| Yearly Anniversary for Realization | December | December | ||
| Percentage Rent Reset Details | ||||
| Reset Frequency | N/A | N/A | ||
| Next Reset | N/A | N/A |
(1) If the tenant's parent's net leverage is greater than 5.5 to 1, then the adjusted revenue to rent coverage for the last two consecutive test periods must be at least 1.35. If the tenant's parent's net leverage is equal to or less than 5.5 to 1, then the ratio shall be reduced to 1.2. For the Casino Queen Master Lease the test begins on the first anniversary after both development projects are completed and open to the public.
(2) If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.
(3) Rent increases by 0.5% for the first six years. Beginning in the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI is less than 0.25% then rent will remain unchanged for such lease year.
(4) Effective July 1, 2025, these properties were transferred to Bally's Master II and the associated annual rental income of $28.9 million was reallocated from the Casino Queen Master Lease to Bally's Master Lease II. The Bally's Master Lease II rent coverage ratio has been restated on a proforma basis.
(5) If a default were to occur under the Casino Queen Master Lease, the Company has the right under the terms of the lease to elect to amend Bally’s Master Lease II and place the assets into it, which carries a corporate guarantee.
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| Master Leases | ||||
|---|---|---|---|---|
| Boyd Master Lease | Caesars Amended and Restated Master Lease | |||
| Operator | Boyd | Caesars | ||
| Properties | Belterra Casino Resort | Florence, IN | Tropicana Atlantic City | Atlantic City, NJ |
| Ameristar Kansas City | Kansas City, MO | Tropicana Laughlin | Laughlin, NV | |
| Ameristar St. Charles | St. Charles, MO | Trop Casino Greenville | Greenville, MS | |
| Isle Casino Hotel Bettendorf | Bettendorf, IA | |||
| Isle Casino Hotel Waterloo | Waterloo, IA | |||
| Commencement Date | 10/15/2018 | 10/1/2018 | ||
| Lease Expiration Date | 4/30/2031 | 9/30/2038 | ||
| Remaining Renewal Terms | 20 (4x5 years) | 20 (4x5 years) | ||
| Corporate Guarantee | No | Yes | ||
| Master Lease with Cross Collateralization | Yes | Yes | ||
| Technical Default Landlord Protection | Yes | Yes | ||
| Default Adjusted Revenue to Rent Coverage | 1.4 | 1.2 | ||
| Competitive Radius Landlord Protection | Yes | Yes | ||
| Escalator Details | ||||
| Yearly Base Rent Escalator Maximum | 2 | % | 1.75% (1) | |
| Coverage ratio at September 30, 2025 | 2.45 | 1.71 | ||
| Minimum Escalator Coverage Governor | 1.8 | N/A | ||
| Yearly Anniversary for Realization | May | October | ||
| Percentage Rent Reset Details | ||||
| Reset Frequency | 2 years | N/A | ||
| Next Reset | May 2026 | N/A |
(1) Building base rent will be increased by 1.75% in the 7th and 8th lease year and 2% in the 9th lease year and each year thereafter.
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| Master Leases | ||||
|---|---|---|---|---|
| Pennsylvania Live! Master Lease | Strategic Gaming Leases (1) | |||
| Operator | Cordish | Strategic | ||
| Properties | Live! Casino & Hotel Philadelphia | Philadelphia, PA | Silverado Franklin Hotel & Gaming Complex | Deadwood, SD |
| Live! Casino Pittsburgh | Greensburg, PA | Deadwood Mountain Grand Casino | Deadwood, SD | |
| Baldini's Casino | Sparks, NV | |||
| Sunland Park Racetrack and Casino | Sunland Park, NM | |||
| Commencement Date | 3/1/2022 | 5/16/2024 | ||
| Lease Expiration Date | 2/28/2061 | 5/31/2049 | ||
| Remaining Renewal Terms | 21 (1x11 years, 1x10 years) | 20 (2x10 years) | ||
| Corporate Guarantee | No | Yes | ||
| Master Lease with Cross Collateralization | Yes | Yes | ||
| Technical Default Landlord Protection | Yes | Yes | ||
| Default Adjusted Revenue to Rent Coverage | 1.4 | 1.4 (2) | ||
| Competitive Radius Landlord Protection | Yes | Yes | ||
| Escalator Details | ||||
| Yearly Base Rent Escalator Maximum | 1.75 | % | 2% (2) | |
| Coverage ratio at September 30, 2025 | 2.45 | 1.84 (3) | ||
| Minimum Escalator Coverage Governor | N/A | N/A | ||
| Yearly Anniversary for Realization | March | June | ||
| Percentage Rent Reset Details | ||||
| Reset Frequency | N/A | N/A | ||
| Next Reset | N/A | N/A |
(1) Consists of two leases that are cross collateralized and co-terminus with each other.
(2) The default adjusted revenue to rent coverage declines to 1.25 if the tenant's adjusted revenues total $75 million or more. Annual rent escalates at 2% beginning in year three of the lease and in year 11 escalates based on the greater of 2% or CPI, capped at 2.5%.
(3) Coverage ratio above is proforma for the acquisition of the real estate assets of Sunland Park which closed on October 15, 2025.
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| Single Property Leases | ||||
|---|---|---|---|---|
| Belterra Park Lease | Horseshoe St Louis Lease | Morgantown Lease | MD Live! Lease | |
| Operator | Boyd | Caesars | PENN | Cordish |
| Properties | Belterra Park Gaming & Entertainment Center | Horseshoe St. Louis | Hollywood Casino Morgantown | Live! Casino & Hotel Maryland |
| Cincinnati, OH | St. Louis, MO | Morgantown, PA | Hanover, MD | |
| Commencement Date | 10/15/2018 | 9/29/2020 | 10/1/2020 | 12/29/2021 |
| Lease Expiration Date | 04/30/2031 | 10/31/2033 | 10/31/2040 | 12/31/2060 |
| Remaining Renewal Terms | 20 (4x5 years) | 20 (4x5 years) | 30 (6x5 years) | 21 (1x11 years, 1x10 years) |
| Corporate Guarantee | No | Yes | Yes | No |
| Technical Default Landlord Protection | Yes | Yes | Yes | Yes |
| Default Adjusted Revenue to Rent Coverage | 1.4 | 1.2 | N/A | 1.4 |
| Competitive Radius Landlord Protection | Yes | Yes | N/A | Yes |
| Escalator Details | ||||
| Yearly Base Rent Escalator Maximum | 2% | 1.25% (1) | 1.25% (2) | 1.75% |
| Coverage ratio at September 30, 2025 | 3.06 | 1.98 | N/A | 3.50 |
| Minimum Escalator Coverage Governor | 1.8 | N/A | N/A | N/A |
| Yearly Anniversary for Realization | May | October | December | January |
| Percentage Rent Reset Details | ||||
| Reset Frequency | 2 years | N/A | N/A | N/A |
| Next Reset | May 2026 | N/A | N/A | N/A |
(1) For the second through fifth lease years, after which time the annual escalation becomes 1.75% for the 6th and 7th lease years and then 2% for the remaining term of the lease.
(2) If the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.
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| Single Property Leases | ||||
|---|---|---|---|---|
| Tropicana Lease | Tioga Downs Lease | Rockford Lease | Bally's Chicago Lease | |
| Operator | Bally's | American Racing and Entertainment | (managed by Hard Rock) | Bally's |
| Properties | Tropicana Las Vegas | Tioga Downs | Hard Rock Casino Rockford | Bally's Chicago Development |
| Las Vegas, NV | Nichols, NY | Rockford, IL | Chicago, IL | |
| Commencement Date | 9/26/2022 | 2/6/2024 | 8/29/2023 | 7/18/2025 |
| Lease Expiration Date | 9/25/2072 | 2/28/2054 | 8/31/2122 | 7/31/2040 |
| Remaining Renewal Terms | 49 (1 x 24 years, 1 x 25 years) | 32 years and 10 months (2x10 years, 1x12 years and 10 months) | None | 20 (4 x 5 years) |
| Corporate Guarantee | Yes | Yes | No | Yes |
| Technical Default Landlord Protection | Yes | Yes | Yes | Yes |
| Default Adjusted Revenue to Rent Coverage | 1.35 (1) | 1.4 | 1.4 | 1.35 (1) |
| Competitive Radius Landlord Protection | Yes | Yes | Yes | Yes |
| Escalator Details | ||||
| Yearly Base Rent Escalator Maximum | (2) | 1.75% (3) | 2% | (2) |
| Coverage ratio at September 30, 2025 | N/A | 1.95 | N/A | N/A |
| Minimum Escalator Coverage Governor | N/A | N/A | N/A | N/A |
| Yearly Anniversary for Realization | October | March | September | August |
| Percentage Rent Reset Details | ||||
| Reset Frequency | N/A | N/A | N/A | N/A |
| Next Reset | N/A | N/A | N/A | N/A |
(1) Effective July 1, 2025, this ratio has been revised so that if the tenant's parent's net leverage is greater than 5.5 to 1, then the adjusted revenue to rent coverage for the last two consecutive test periods must be at least 1.35. If the tenant's parent's net leverage is equal to or less than 5.5 to 1, then the ratio shall be reduced to 1.2.
(2) If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.
(3) Increases by 1.75% beginning with the first anniversary and increases to 2% beginning in year fifteen of the lease through the remainder of the initial lease term.
Percentage Rent Floors
The Company's leases with percentage rent provide for a floor on such percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing lease with such tenant). These clauses provide landlord protections by basing the percentage rent floor for any affected facility on the net revenues of such facility for the calendar year immediately preceding the year in which the competing facility is acquired or first operated by the tenant. A percentage rent floor on the Amended Pinnacle Master Lease was triggered on the Bossier City Boomtown property due to PENN's acquisition of Margaritaville Resort Casino. Additionally, a percentage rent floor on the Amended Penn Master Lease was triggered on the Hollywood Casino at Penn National Race Course in connection with PENN opening a facility in York, Pennsylvania.
Termination of Leases
Our tenants do not have the ability to terminate their obligations under our long-term tenant leases prior to the expiration of the initial term without the Company's consent. If our long-term tenant leases are terminated prior to their initial expiration other than with our consent, our tenants may be liable for damages and incur charges such as continued payment of rent through the end of the lease term and maintenance costs for the leased property. All of our tenant leases contain a limited number of renewal options which may be exercised at our tenants' option.
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Property Features
The following table summarizes our properties as of December 31, 2025. These facilities, including our corporate headquarters building, are geographically diversified across 20 states and we own over 5,600 acres and lease approximately 1,000 acres. As of December 31, 2025, the Company's properties were 100% occupied.
| Location | Tenant/Lease Agreement | |
|---|---|---|
| Tenant Occupied Properties | ||
| Argosy Casino Alton | Alton, IL | PENN/Amended PENN Master Lease |
| Hollywood Casino Bangor | Bangor, ME | PENN/Amended PENN Master Lease |
| Hollywood Casino Gulf Coast | Bay St. Louis, MS | PENN/Amended PENN Master Lease |
| Boomtown Biloxi | Biloxi, MS | PENN/Amended PENN Master Lease |
| Hollywood Casino at Charles Town Races | Charles Town, WV | PENN/Amended PENN Master Lease |
| Hollywood Gaming at Dayton Raceway | Dayton, OH | PENN/Amended PENN Master Lease |
| Hollywood Casino at Penn National Race Course | Grantville, PA | PENN/Amended PENN Master Lease |
| Zia Park Casino | Hobbs, NM | PENN/Amended PENN Master Lease |
| Hollywood Casino Lawrenceburg | Lawrenceburg, IN | PENN/Amended PENN Master Lease |
| Hollywood Casino St. Louis | Maryland Heights, MO | PENN/Amended PENN Master Lease |
| Argosy Casino Riverside | Riverside, MO | PENN/Amended PENN Master Lease |
| 1st Jackpot Casino | Tunica, MS | PENN/Amended PENN Master Lease |
| Hollywood Casino Tunica | Tunica, MS | PENN/Amended PENN Master Lease |
| Hollywood Gaming at Mahoning Valley Race Course | Youngstown, OH | PENN/Amended PENN Master Lease |
| Hollywood Casino Aurora | Aurora, IL | PENN/PENN Master Lease - New |
| Hollywood Casino Columbus | Columbus, OH | PENN/PENN Master Lease - New |
| M Resort | Henderson, NV | PENN/PENN Master Lease - New |
| Hollywood Casino Joliet | Joliet, IL | PENN/PENN Master Lease - New |
| Hollywood Casino Perryville | Perryville, MD | PENN/PENN Master Lease - New |
| Hollywood Casino Toledo | Toledo, OH | PENN/PENN Master Lease - New |
| The Meadows Racetrack and Casino | Washington, PA | PENN/PENN Master Lease - New |
| L'Auberge Baton Rouge | Baton Rouge, LA | PENN/Amended Pinnacle Master Lease |
| Ameristar Black Hawk | Black Hawk, CO | PENN/Amended Pinnacle Master Lease |
| Boomtown Bossier City | Bossier City, LA | PENN/Amended Pinnacle Master Lease |
| Ameristar Council Bluffs | Council Bluffs, IA | PENN/Amended Pinnacle Master Lease |
| Ameristar East Chicago | East Chicago, IN | PENN/Amended Pinnacle Master Lease |
| Jackpot Properties | Jackpot, NV | PENN/Amended Pinnacle Master Lease |
| L'Auberge Lake Charles | Lake Charles, LA | PENN/Amended Pinnacle Master Lease |
| Boomtown New Orleans | New Orleans, LA | PENN/Amended Pinnacle Master Lease |
| Plainridge Park Casino | Plainville, MA | PENN/Amended Pinnacle Master Lease |
| River City Casino and Hotel | St. Louis, MO | PENN/Amended Pinnacle Master Lease |
| Ameristar Vicksburg | Vicksburg, MS | PENN/Amended Pinnacle Master Lease |
| Hollywood Casino Morgantown | Morgantown, PA | PENN/Morgantown Lease |
| Belterra Park Gaming & Entertainment Center | Cincinnati, OH | Boyd/Belterra Park Lease |
| Belterra Casino Resort | Florence, IN | Boyd/Boyd Master Lease |
| Ameristar Kansas City | Kansas City, MO | Boyd/Boyd Master Lease |
| Ameristar St. Charles | St. Charles, MO | Boyd/Boyd Master Lease |
| Tropicana Atlantic City | Atlantic City, NJ | Caesars/Amended Caesars Master Lease |
| Isle Casino Hotel Bettendorf | Bettendorf, IA | Caesars/Amended Caesars Master Lease |
| Trop Casino Greenville | Greenville, MS | Caesars/Amended Caesars Master Lease |
| Tropicana Laughlin | Laughlin, NV | Caesars/Amended Caesars Master Lease |
| Isle Casino Hotel Waterloo | Waterloo, IA | Caesars/Amended Caesars Master Lease |
| Horseshoe St. Louis | St. Louis, MO | Caesars/Horseshoe St. Louis Lease |
| Hard Rock Hotel & Casino Biloxi | Biloxi, MS | Bally's Master Lease |
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| Bally's Black Hawk | Black Hawk, CO | Bally's Master Lease |
|---|---|---|
| Bally's Dover Casino Resort | Dover, DE | Bally's Master Lease |
| Bally's Evansville | Evansville, IN | Bally's Master Lease |
| Bally's Quad Cities Casino & Hotel | Rock Island, IL | Bally's Master Lease |
| Bally's Tiverton Hotel & Casino | Tiverton, RI | Bally's Master Lease |
| Tropicana Las Vegas | Las Vegas, NV | Bally's/ Tropicana Las Vegas Lease |
| Bally's Chicago | Chicago, IL | Bally's Chicago Lease |
| Bally's Kansas City | Kansas City, MO | Bally's Master Lease II |
| Bally's Shreveport Casino & Hotel | Shreveport, LA | Bally's Master Lease II |
| Draft Kings at Casino Queen | East St. Louis, IL | Bally's Master Lease II |
| The Queen Baton Rouge | Baton Rouge, LA | Bally's Master Lease II |
| Casino Queen Marquette | Marquette, IA | Bally's/Casino Queen Master Lease |
| Bally's Baton Rouge (formerly Belle of Baton Rouge) | Baton Rouge, LA | Bally's/Casino Queen Master Lease |
| Live! Casino & Hotel Maryland | Hanover, MD | Cordish / Maryland Live! Lease |
| Live! Casino Pittsburgh | Greensburg, PA | Cordish/Pennsylvania Live! Master Lease |
| Live! Casino and Hotel Philadelphia | Philadelphia, PA | Cordish/Pennsylvania Live! Master Lease |
| Hard Rock Casino Rockford | Rockford, IL | 815 Entertainment/Rockford Lease |
| Tioga Downs Casino Resort | Nichols, NY | American Racing, LLC/Tioga Lease |
| Silverado Franklin Hotel & Casino | Deadwood, SD | Strategic Gaming Leases |
| Deadwood Mountain Grand | Deadwood, SD | Strategic Gaming Leases |
| Baldini's Casino | Sparks, NV | Strategic Gaming Leases |
| Sunland Park Racetrack and Casino | Sunland Park, NM | Strategic Gaming Leases |
Competition
We compete for additional real property investments with other REITs, including a publicly traded gaming focused REIT, VICI Properties Inc., investment companies, private equity and hedge fund investors, sovereign funds, lenders, gaming companies and other investors. Some of our competitors are significantly larger, have greater financial resources and lower costs of capital than we have, making it more challenging for us to identify and successfully capitalize on acquisition opportunities that meet our investment objectives.
In addition, percentage rent revenues that apply to certain of our leases are dependent on the ability of our gaming tenants to compete with other gaming operators. These revenues comprised 4.8%, 5.0% and 5.2% of the Company's total cash rental income for the years ended December 31, 2025, 2024 and 2023, respectively.
The gaming industry is characterized by an increasingly high degree of competition among a large number of participants, including traditional casino properties, video lottery, sweepstakes and poker machines not located in casinos, Native American casinos, emerging varieties of internet gaming, sports betting and other forms of gaming and prediction markets in the U.S. In a broader sense, our gaming tenants and operators face competition from all manner of leisure and entertainment activities, including: shopping, athletic events, television and movies, concerts and travel. Legalized gaming is currently permitted in various forms throughout the U.S., in several Canadian provinces and on various lands taken into trust for the benefit of certain Native Americans in the U.S. and Canada. In addition, established gaming jurisdictions could award additional gaming licenses or permit the expansion or relocation of existing gaming operations. New, relocated or expanded gaming operations may increase competition for our gaming tenants and could have a material adverse impact on our gaming tenants and us as landlord. Finally, the imposition of smoking bans and/or higher gaming tax rates have a significant impact on our gaming tenants' ability to compete with facilities in nearby jurisdictions.
Segments
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. The operating results of the Company's real estate investments are reviewed in the aggregate, by the chief operating decision maker (as such term is defined in ASC 280 - Segment Reporting). As such, the Company has one reportable segment. See Note 18 in the Notes to the Consolidated Financial Statements for further information.
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Information about our Executive Officers
| Name | Age | Position | ||
|---|---|---|---|---|
| Peter M. Carlino | 79 | Chairman of the Board and Chief Executive Officer | ||
| Brandon J. Moore | 51 | President, Chief Operating Officer, and Secretary | ||
| Desiree A. Burke | 60 | Chief Financial Officer and Treasurer | ||
| Steven L. Ladany | 45 | Senior Vice President, Chief Development Officer |
Peter M. Carlino. Mr. Carlino has been the Company's Chairman and Chief Executive Officer since the Company's inception in November 2013. Mr. Carlino was the founder of PENN and served as its Chief Executive Officer from 1994 through October 2013. Mr. Carlino also served as the Chairman of the Board of Directors of PENN from April 1994 through May 28, 2019. Mr. Carlino continues to serve as Chairman Emeritus on PENN's Board of Directors and has served in such position since June 2019. Mr. Carlino has served as the Chairman of the Board of Directors and as Chief Executive Officer for PENN, and now the Company, collectively for over 25 years.
Brandon J. Moore. Mr. Moore is our President, Chief Operating Officer and Secretary. Mr. Moore was promoted to President in September 2024 after being promoted to Chief Operating Officer in October 2022. Mr. Moore joined the Company in January 2014 as Senior Vice President and General Counsel. Previously, he served as PENN's Vice President, Senior Corporate Counsel from March 2010 where he was a member of the legal team responsible for a variety of transactional, regulatory and general legal matters. Prior to joining PENN, Mr. Moore was with Ballard Spahr LLP, where he provided advanced legal counsel to clients on matters including merger and acquisition transactions, debt and equity financings, and various other matters.
Desiree A. Burke. Ms. Burke is our Chief Financial Officer and Treasurer. She was promoted to Chief Financial Officer in October 2022 and joined the Company in April 2014 as our Senior Vice President and Chief Accounting Officer. Previously, Ms. Burke served as PENN's Vice President and Chief Accounting Officer from November 2009. Additionally, she served as PENN's Vice President and Corporate Controller from November 2005 to October 2009. Prior to her time at PENN, Ms. Burke was the Executive Vice President/Director of Financial Reporting and Control for MBNA America Bank, N.A. She joined MBNA in 1994 and held positions of ascending responsibility in the finance department during her tenure. Ms. Burke is a CPA.
Steven L. Ladany. Mr. Ladany became our Senior Vice President, Chief Development Officer in January 2021 and leads the Company's ongoing merger, acquisition and development efforts. Mr. Ladany joined the Company in September 2014 as Vice President, Finance and served in that role until March 2019, when he was promoted to Senior Vice President, Finance. Prior to joining the Company, Mr. Ladany served as a Vice President at Revel Casino Hotel, a regional gaming property currently known as Ocean Casino Resort, and as a Vice President at J.P. Morgan in the Syndicated and Leveraged Finance group within the firm's investment banking division.
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Tax Considerations
We intend to continue to be organized and to operate in a manner that will permit us to qualify as a REIT. Qualification and taxation as a REIT depends on our ability to meet on a continuing basis, through actual operating results, distribution levels, and diversity of stock ownership, various qualification requirements imposed upon REITs by the Code. Our ability to qualify to be taxed as a REIT also requires that we satisfy certain tests, some of which depend upon the fair market values of assets that we own directly or indirectly. The material qualification requirements are summarized below. Such values may not be susceptible to a precise determination. Accordingly, no assurance can be given that the actual results of our operations for any taxable year will satisfy such requirements for qualification and taxation as a REIT. Additionally, while we intend to operate so that we continue to qualify to be taxed as a REIT, no assurance can be given that the Internal Revenue Service (the "IRS") will not challenge our qualification, or that we will be able to operate in accordance with the REIT requirements in the future.
Taxation of REITs in General
As a REIT, generally we will be entitled to a deduction for dividends that we pay and therefore will not be subject to U.S. federal corporate income tax on our net REIT taxable income that is currently distributed to our shareholders. This treatment substantially eliminates the "double taxation" at the corporate and shareholder levels that generally results from an investment in a C corporation. A "C corporation" is a corporation that generally is required to pay tax at the corporate level. Double taxation means taxation once at the corporate level when income is earned and once again at the shareholder level when the net earnings and profits are distributed as dividends. In general, the income that we generate is taxed only at the shareholder level upon a distribution of dividends to our shareholders. We will nonetheless be subject to U.S. federal tax in the following circumstances:
•We will be taxed at regular corporate rates on any undistributed net taxable income, including undistributed net capital gains.
•If we have net income from prohibited transactions, which are, in general, sales or other dispositions of inventory or property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, such income will be subject to a 100% tax.
•If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or certain leasehold terminations as "foreclosure property," we may thereby avoid the 100% tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited transaction), but the income from the sale or operation of the property may be subject to corporate income tax at the highest applicable rate (currently 21%).
•If we fail to satisfy the 75% gross income test and/or the 95% gross income test, as discussed below, but nonetheless maintain our qualification as a REIT because we satisfy other requirements, we will be subject to a 100% tax on an amount based on the magnitude of the failure, as adjusted to reflect the profit margin associated with our gross income.
•If we violate the asset tests (other than certain de minimis violations) or other requirements applicable to REITs, as described below, and yet maintain our qualification as a REIT because there is reasonable cause for the failure and other applicable requirements are met, we may be subject to a penalty tax. In that case, the amount of the penalty tax will be at least $50,000 per failure, and, in the case of certain asset test failures, will be determined as the amount of net income generated by the nonqualifying assets in question multiplied by the highest corporate tax rate (currently 21%) if that amount exceeds $50,000 per failure.
•If we fail to distribute during each calendar year at least the sum of (i) 85% of our ordinary income for such year, (ii) 95% of our capital gain net income for such year and (iii) any undistributed net taxable income from prior periods, we will be subject to a nondeductible 4% excise tax on the excess of the required distribution over the sum of (a) the amounts that we actually distributed and (b) the amounts we retained and upon which we paid income tax at the corporate level.
•We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record-keeping requirements intended to monitor our compliance with rules relating to the composition of a REIT's shareholders.
•A 100% tax may be imposed on transactions between us and a TRS that do not reflect arm's-length terms.
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•If we acquire appreciated assets from a corporation that is not a REIT (i.e., a corporation taxable under subchapter C of the Code) in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax basis of the assets in the hands of the subchapter C corporation, we may be subject to tax on such appreciation at the highest corporate income tax rate then applicable if we subsequently recognize gain on a disposition of any such assets during the five-year period following their acquisition from the subchapter C corporation.
•The earnings of our TRS will generally be subject to U.S. federal, state and corporate income tax, and we will be required to include, any dividends received from the TRS in our distribution tests.
In addition, we and our subsidiaries may be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, gross receipts and other taxes on our assets and operations. We could also be subject to tax in situations and on transactions not presently contemplated.
Requirements for Qualification—General
The Code defines a REIT as a corporation, trust or association:
(1) that is managed by one or more trustees or directors;
(2) the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of
beneficial interest;
(3) that would be taxable as a domestic corporation but for its election to be subject to tax as a REIT;
(4) that is neither a financial institution nor an insurance company subject to specific provisions of the Code;
(5) the beneficial ownership of which is held by 100 or more persons;
(6) in which, during the last half of each taxable year, not more than 50% in value of the outstanding stock is
owned, directly or indirectly, by five or fewer "individuals" (as defined in the Code to include specified tax-
exempt entities); and
(7) that meets other tests described below, including with respect to the nature of its income and assets.
The Code provides that conditions (1) through (4) must be met during the entire taxable year, and that condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a shorter taxable year. Conditions (5) and (6) need not be met during a corporation's initial tax year as a REIT (which, in our case, was 2014). Our charter provides restrictions regarding the ownership and transfers of our stock, which are intended to assist us in satisfying the stock ownership requirements described in conditions (5) and (6) above. These restrictions, however, may not ensure that we will, in all cases, be able to satisfy the share ownership requirements described in conditions (5) and (6) above. If we fail to satisfy these share ownership requirements, except as provided in the next sentence, our status as a REIT will terminate. If, however, we comply with the rules contained in the applicable Treasury regulations that require us to ascertain the actual ownership of our shares and we do not know, or would not have known through the exercise of reasonable diligence, that we failed to meet the requirements described in condition (6) above, we will be treated as having met this requirement.
To monitor compliance with the stock ownership requirements, we generally are required to maintain records regarding the actual ownership of our stock. To do so, we must demand written statements each year from the record holders of significant percentages of our stock pursuant to which the record holders must disclose the actual owners of the stock (i.e., the persons required to include our dividends in their gross income). We must maintain a list of those persons failing or refusing to comply with this demand as part of our records. We could be subject to monetary penalties if we fail to comply with these record-keeping requirements. If, upon request by the Company, a shareholder fails or refuses to comply with the demands, such holder will be required by Treasury regulations to submit a statement with his, her or its tax return disclosing the actual ownership of our stock and other information.
Qualified REIT Subsidiaries
The Code provides that a corporation that is a "qualified REIT subsidiary" shall not be treated as a separate corporation, and all assets, liabilities and items of income, deduction and credit of a "qualified REIT subsidiary" shall be treated as assets, liabilities and items of income, deduction and credit of the REIT. A "qualified REIT subsidiary" is a corporation, all of the capital stock of which is owned by the REIT, that has not elected to be a "taxable REIT subsidiary" (discussed below). In applying the requirements described herein, all of our "qualified REIT subsidiaries" will be ignored, and all assets, liabilities
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and items of income, deduction and credit of such subsidiaries will be treated as our assets, liabilities and items of income, deduction and credit. These subsidiaries, therefore, will not be subject to federal corporate income taxation, although they may be subject to state and local taxation. During 2021, we had one qualified REIT subsidiary for most of the year, which elected to become a TRS in December 2021.
Taxable REIT Subsidiaries
In general, we may jointly elect with a subsidiary corporation, whether or not wholly-owned, to treat such subsidiary corporation as a TRS. We generally may not own more than 10% of the securities of a taxable corporation, as measured by voting power or value, unless we and such corporation elect to treat such corporation as a TRS. The separate existence of a TRS is not ignored for U.S. federal income tax purposes. Accordingly, a TRS generally is subject to corporate income tax on its earnings, which may reduce the cash flow that we and our subsidiaries generate in the aggregate and may reduce our ability to make distributions to our shareholders.
We are not treated as holding the assets of a TRS or as receiving any income that the TRS earns. Rather, the stock issued by the TRS to us is an asset in our hands, and we treat the dividends paid to us, if any, as income. This treatment can affect our income and asset test calculations, as described below. Because we do not include the assets and income of TRSs on a look-through basis in determining our compliance with the REIT requirements, we may use such entities to undertake indirectly activities that the REIT rules might otherwise preclude us from doing directly or through pass-through subsidiaries. For example, we may use a TRS to perform services or conduct activities that give rise to certain categories of income or to conduct activities that, if conducted by us directly, would be treated in our hands as prohibited transactions.
The TRS rules impose a 100% excise tax on transactions between a TRS and its parent REIT or the REIT's tenants that are not conducted on an arm's-length basis. We intend that all of our transactions with our TRS, if any, will be conducted on an arm's-length basis.
Ownership of Partnership Interests by a REIT
A REIT that is a partner in a partnership is deemed to own its proportionate share of the assets of the partnership and is deemed to receive the income of the partnership attributable to such share. In addition, the character of the assets and gross income of the partnership retains the same character in the hands of the REIT (except that, for purposes of the 10% of value asset test described below, our proportionate share of the partnership’s assets is based on our proportionate interest in the equity and certain debt securities issued by the partnership, as described in the Code). Accordingly, our proportionate share of the assets, liabilities and items of income of the OP, as defined below, are treated as assets, liabilities and items of income of ours for purposes of applying the requirements described herein. We have control over the OP and intend to operate it in a manner that is consistent with the requirements for qualification of GLPI as a REIT.
Income Tests
As a REIT, we must satisfy two gross income requirements on an annual basis. First, at least 75% of our gross income for each taxable year, excluding gross income from sales of inventory or dealer property in "prohibited transactions," discharge of indebtedness and certain hedging transactions, generally must be derived from "rents from real property," gains from the sale of real estate assets (but not including certain debt instruments of publicly offered REITs that are not secured by mortgages on real property), interest income derived from mortgage loans secured by real property (including certain types of mortgage-backed securities), dividends received from other REITs, and specified income from temporary investments. Second, at least 95% of our gross income in each taxable year, excluding gross income from prohibited transactions, discharge of indebtedness and certain hedging transactions, must be derived from some combination of income that qualifies under the 75% gross income test described above, as well as other dividends, interest, and gain from the sale or disposition of stock or securities, which need not have any relation to real property. Income and gain from certain hedging transactions will be excluded from both the numerator and the denominator for purposes of both the 75% and 95% gross income tests.
Rents received by a REIT will qualify as "rents from real property" in satisfying the gross income requirements described above only if several conditions are met.
•The amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term "rents from real property" solely by reason of being based on a fixed percentage or percentages of gross receipts or sales.
•Rents received from a tenant will not qualify as "rents from real property" in satisfying the gross income tests if the REIT, or a direct or indirect owner of 10% or more of the REIT, directly or constructively, owns 10% or more of such tenant (a "Related Party Tenant"). However, rental payments from a TRS will qualify as rents from real property even
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if we own more than 10% of the total value or combined voting power of the TRS if (i) at least 90% of the property is leased to unrelated tenants and the rent paid by the TRS is substantially comparable to the rent paid by the unrelated tenants for comparable space or (ii) the property leased is a "qualified lodging facility," as defined in Section 856(d)(9)(D) of the Code, or a "qualified health care property," as defined in Section 856(e)(6)(D)(i) of the Code, and certain other conditions are satisfied.
•Rent attributable to personal property leased in connection with a lease of real property will not qualify as "rents from real property" if such rent exceeds 15% of the total rent received under the lease.
•The REIT generally must not operate or manage the property or furnish or render services to tenants, except through an "independent contractor" who is adequately compensated and from whom the REIT derives no income, or through a TRS. The "independent contractor" requirement, however, does not apply to the extent the services provided by the REIT are "usually or customarily rendered" in connection with the rental of space for occupancy only, and are not otherwise considered "rendered to the occupant." In addition, a de minimis rule applies with respect to non-customary services. Specifically, if the value of the non-customary service income with respect to a property (valued at no less than 150% of the direct costs of performing such services) is 1% or less of the total income derived from the property, then all rental income except the non-customary service income will qualify as "rents from real property." A TRS may provide services (including noncustomary services) to a REIT’s tenants without "tainting" any of the rental income received by the REIT, and will be able to manage or operate properties for third parties and generally engage in other activities unrelated to real estate.
We do not anticipate receiving rent that is based in whole or in part on the income or profits of any person (except by reason of being based on a fixed percentage or percentages of gross receipts or sales consistent with the rules described above). Our former parent, PENN, received a private letter ruling from the IRS prior to the Spin-Off that concluded certain rental formulas under the Amended PENN Master Lease will not cause any amounts received under the Amended PENN Master Lease to be treated as other than rents from real property. While we do not expect to seek similar rulings for additional leases we enter into that have substantially similar terms as the Amended PENN Master Lease, we intend to treat amounts received under those leases consistent with the conclusions in the ruling, though there can be no assurance that the IRS will not challenge such treatment. We also do not anticipate receiving more than a de minimis amount of rents from any Related Party Tenant or rents attributable to personal property leased in connection with real property that will exceed 15% of the total rents received with respect to such real property. We may receive certain types of income that will not qualify under the 75% or 95% gross income tests. In particular, dividends received from a TRS will not qualify under the 75% test. We believe, however, that the aggregate amount of such items and other non-qualifying income in any taxable year will not cause GLPI to exceed the limits on non-qualifying income under either the 75% or 95% gross income tests.
We may directly or indirectly receive distributions from TRSs or other corporations that are not REITs or qualified REIT subsidiaries. These distributions generally are treated as dividend income to the extent of the earnings and profits of the distributing corporation. Such distributions will generally constitute qualifying income for purposes of the 95% gross income test, but not for purposes of the 75% gross income test. Any dividends that we receive from another REIT or qualified REIT subsidiary, however, will be qualifying income for purposes of both the 95% and 75% gross income tests.
We believe that we have and will continue to be in compliance with these gross income tests. If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may still qualify to be taxed as a REIT for such year if we are entitled to relief under applicable provisions of the Code. These relief provisions will be generally available if (i) our failure to meet these tests was due to reasonable cause and not due to willful neglect and (ii) following our identification of the failure to meet the 75% or 95% gross income test for any taxable year, we file a schedule with the IRS setting forth each item of our gross income for purposes of the 75% or 95% gross income test for such taxable year in accordance with Treasury regulations. It is not possible to state whether we would be entitled to the benefit of these relief provisions in all circumstances. If these relief provisions are inapplicable to a particular set of circumstances, we will not qualify to be taxed as a REIT. Even if these relief provisions apply, and we retain our status as a REIT, the Code imposes a tax based upon the amount by which we fail to satisfy the particular gross income test.
Asset Tests
At the close of each calendar quarter, we must also satisfy five tests relating to the nature of our assets. First, at least 75% of the value of our total assets must be represented by some combination of "real estate assets," cash, cash items, U.S. government securities, and, under some circumstances, stock or debt instruments purchased with new capital. For this purpose, real estate assets include interests in real property (such as land, buildings, leasehold interest in real property and, for taxable years that began on or after January 1, 2016, personal property leased with real property if the rents attributable to the personal property would be rents from real property under the income tests discussed above), interests in mortgages on real property or
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on interests in real property, shares in other qualifying REITs, and stock or debt instruments held for less than one year purchased with the proceeds from an offering of shares of our stock or certain debt and, for tax years that began on or after January 1, 2016, debt instruments issued by publicly offered REITs. Assets that do not qualify for purposes of the 75% asset test are subject to the additional asset tests described below.
Second, the value of any one issuer's securities that we own may not exceed 5% of the value of our total assets.
Third, we may not own more than 10% of any one issuer's outstanding securities, as measured by either voting power or value. The 5% and 10% asset tests do not apply to securities of TRSs and qualified REIT subsidiaries and the 10% asset test does not apply to "straight debt" having specified characteristics and to certain other securities described below. Solely for purposes of the 10% asset test, the determination of our interest in the assets of a partnership or limited liability company in which we own an interest will be based on our proportionate interest in any securities issued by the partnership or limited liability company, excluding for this purpose, certain securities described in the Code. The safe harbor under which certain types of securities are disregarded for purposes of the 10% value limitation includes (1) straight debt securities (including straight debt securities that provide for certain contingent payments); (2) any loan to an individual or an estate; (3) any rental agreement described in Section 467 of the Code, other than with a "related person"; (4) any obligation to pay rents from real property; (5) certain securities issued by a State or any political subdivision thereof, or the Commonwealth of Puerto Rico; (6) any security issued by a REIT; and (7) any other arrangement that, as determined by the Secretary of the Treasury, is excepted from the definition of a security. In addition, for purposes of applying the 10% value limitation, (a) a REIT’s interest as a partner in a partnership is not considered a security; (b) any debt instrument issued by a partnership is not treated as a security if at least 75% of the partnership’s gross income is from sources that would qualify for the 75% REIT gross income test; and (c) any debt instrument issued by a partnership is not treated as a security to the extent of the REIT’s interest as a partner in the partnership.
Fourth, the aggregate value of all securities of TRSs that we hold, together with other non-qualified assets (such as furniture and equipment or other tangible personal property, or non-real estate securities) may not, in the aggregate, exceed 20% of the value of our total assets. For years beginning after December 31, 2025, the value of all securities of TRS may not exceed 25% of the value of our total assets.
Fifth, not more than 25% of the value of our gross assets may be represented by debt instruments of publicly offered REITs that are not secured by mortgages on real property or interests in real property.
However, certain relief provisions are available to allow REITs to satisfy the asset requirements or to maintain REIT qualification notwithstanding certain violations of the asset and other requirements. For example, if we should fail to satisfy the asset tests at the end of a calendar quarter, such a failure would not cause us to lose our REIT qualification if we (i) satisfied the asset tests at the close of the preceding calendar quarter and (ii) the discrepancy between the value of our assets and the asset requirements was not wholly or partly caused by an acquisition of non-qualifying assets, but instead arose from changes in the relative market values of our assets. If the condition described in (ii) was not satisfied, we still could avoid disqualification by eliminating any discrepancy within 30 days after the close of the calendar quarter in which it arose or by making use of the relief provisions described above.
In the case of de minimis violations of the 10% and 5% asset tests, a REIT may maintain its qualification despite a violation of such requirements if (i) the value of the assets causing the violation does not exceed the lesser of 1% of the REIT's total assets and $10,000,000 and (ii) the REIT either disposes of the assets causing the failure within six months after the last day of the quarter in which it identifies the failure, or the relevant tests are otherwise satisfied within that time frame.
Even if we did not qualify for the foregoing relief provisions, one additional provision allows a REIT which fails one or more of the asset requirements to nevertheless maintain its REIT qualification if (i) the REIT provides the IRS with a description of each asset causing the failure, (ii) the failure is due to reasonable cause and not willful neglect, (iii) the REIT pays a tax equal to the greater of (a) $50,000 per failure and (b) the product of the net income generated by the assets that caused the failure multiplied by the highest applicable corporate tax rate (currently 21%) and (iv) the REIT either disposes of the assets causing the failure within six months after the last day of the quarter in which it identifies the failure, or otherwise satisfies the relevant asset tests within that time frame.
We believe that we have been and will continue to be in compliance with the asset tests described above.
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Annual Distribution Requirements
In order to qualify to be taxed as a REIT, we are required to distribute dividends, other than capital gain dividends, to our shareholders in an amount at least equal to:
(i)the sum of
(a) 90% of our REIT taxable income, computed without regard to our net capital gains and the deduction for dividends paid; and
(b) 90% of our after tax net income, if any, from foreclosure property (as described below); minus
(ii)the excess of the sum of specified items of non-cash income over 5% of our REIT taxable income, computed without regard to our net capital gain and the deduction for dividends paid.
We generally must make these distributions in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for the year and if paid with or before the first regular dividend payment after such declaration. These distributions will be treated as received by our shareholders in the year in which paid. In order for distributions to be counted as satisfying the annual distribution requirements for REITs, and to provide us with a REIT-level tax deduction, the distributions must not be "preferential dividends." A dividend is not a preferential dividend if the distribution is (i) pro rata among all outstanding shares of stock within a particular class and (ii) in accordance with any preferences among different classes of stock as set forth in our organizational documents. Given our status as a "publicly offered REIT" (within the meaning of the Code), the preferential dividend rules do not apply to us for taxable years beginning after December 31, 2014.
To the extent that we distribute at least 90%, but less than 100%, of our REIT taxable income, as adjusted, we will be subject to tax at ordinary corporate tax rates on the retained portion. We may elect to retain, rather than distribute, some or all of our net long-term capital gains and pay tax on such gains. In this case, we could elect for our shareholders to include their proportionate shares of such undistributed long-term capital gains in income, and to receive a corresponding credit for their share of the tax that we paid. Our shareholders would then increase the adjusted basis of their stock by the difference between (i) the amounts of capital gain dividends that we designated and that they include in their taxable income, minus (ii) the tax that we paid on their behalf with respect to that income.
To the extent that in the future we may have available net operating losses carried forward from prior tax years, such losses may reduce the amount of distributions that we must make in order to comply with the REIT distribution requirements.
If we fail to distribute during each calendar year at least the sum of (i) 85% of our ordinary income for such year, (ii) 95% of our capital gain net income for such year and (iii) any undistributed net taxable income from prior periods, we will be subject to a non-deductible 4% excise tax on the excess of such required distribution over the sum of (a) the amounts actually distributed, plus (b) the amounts of income we retained and on which we have paid corporate income tax.
We expect that our REIT taxable income will be less than our cash flow because of depreciation and other non-cash charges included in computing REIT taxable income. Accordingly, we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the distribution requirements described above. However, from time to time, we may not have sufficient cash or other liquid assets to meet these distribution requirements due to timing differences between the actual receipt of income and actual payment of deductible expenses, and the inclusion of income and deduction of expenses in determining our taxable income. In addition, we may decide to retain our cash, rather than distribute it, in order to repay debt, acquire assets, or for other reasons. If these timing differences occur, we may borrow funds to pay dividends or pay dividends through the distribution of other property (including shares of our stock) in order to meet the distribution requirements, while preserving our cash.
If our taxable income for a particular year is subsequently determined to have been understated, we may be able to rectify a resultant failure to meet the distribution requirements for a year by paying "deficiency dividends" to shareholders in a later year, which may be included in our deduction for dividends paid for the earlier year. In this case, we may be able to avoid losing REIT qualification or being taxed on amounts distributed as deficiency dividends, subject to the 4% excise tax described above. We will be required to pay interest based on the amount of any deduction taken for deficiency dividends.
For purposes of the 90% distribution requirement and excise tax described above, any distribution must be paid in the taxable year to which they relate, or in the following taxable year if such distributions are declared in October, November or December of the taxable year, are payable to shareholders of record on a specified date in any such month, and are actually paid before the end of January of the following year. Such distributions are treated as both paid by us and received by our shareholders on December 31 of the year in which they are declared.
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In addition, at our election, a distribution for a taxable year may be declared before we timely file our tax return for the year, provided we pay such distribution with or before our first regular dividend payment after such declaration, and such payment is made during the 12-month period following the close of such taxable year. Such distributions are taxable to our shareholders in the year in which paid, even though the distributions relate to our prior taxable year for purposes of the 90% distribution requirement.
We believe that we have satisfied the annual distribution requirements for the year ended December 31, 2025. Although we intend to satisfy the annual distribution requirements to continue to qualify as a REIT for the year ending December 31, 2026 and thereafter, economic, market, legal, tax or other considerations could limit our ability to meet those requirements.
Failure to Qualify
If we fail to satisfy one or more requirements for REIT qualification other than the income or asset tests, we could avoid disqualification as a REIT if our failure is due to reasonable cause and not to willful neglect and we pay a penalty of $50,000 for each such failure. Relief provisions are also available for failures of the income tests and asset tests, as described above in "Income Tests" and "Asset Tests."
If we fail to qualify for taxation as a REIT in any taxable year, and the relief provisions described above do not apply, we would be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. We cannot deduct distributions to shareholders in any year in which we are not a REIT, nor would we be required to make distributions in such a year. In this situation, to the extent of current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), distributions to shareholders would be taxable as regular corporate dividends. Such dividends paid to U.S. shareholders that are individuals, trusts and estates may be taxable at the preferential income tax rates (i.e., currently the 20% maximum U.S. federal rate) for qualified dividends. In addition, subject to the limitations of the Code, corporate distributees may be eligible for the dividends received deduction. Unless we are entitled to relief under specific statutory provisions, we would also be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year during which we lost our qualification. It is not possible to state whether, in all circumstances, we would be entitled to this statutory relief.
2021 UPREIT Transaction
On December 29, 2021, we completed a transaction with Cordish whereby they contributed certain real property assets into GLP Capital (our operating partnership, or the “OP”) in exchange for newly issued partnership interests in the OP. As a result of the contribution, the UPREIT Transaction was consummated. Prior to the UPREIT Transaction, the OP was owned by the REIT and another entity wholly owned by the REIT and disregarded for income tax purposes, making the OP disregarded as separate from the REIT. The structure of the transaction is intended to allow the REIT to still receive rents from real property on a passthrough basis from the OP, and it will continue to own an interest in real property through its ownership of the OP partnership interests as its sole asset, as discussed below. Based on this, we believe that the UPREIT Transaction will not impact our ability to meet the requirements of the REIT asset, income, and distribution tests described above.
Tax Aspects of Investment in the Operating Partnership
We may hold investments through entities that are classified as partnerships for U.S. federal income tax purposes, including our interest in the OP. In general, partnerships are passthrough entities that are not subject to U.S. federal income tax. Rather, partners are allocated their proportionate shares of the items of income, gain, loss, deduction and credit of a partnership, and are subject to tax on these items without regard to whether the partners receive a distribution from the partnership. We will include in our income our proportionate share of these partnership items of the OP for purposes of the various REIT income tests and in the computation of our REIT taxable income. Moreover, for purposes of the REIT asset tests, we will include our proportionate share of assets held by the OP.
The investment by us in the OP involves special tax considerations, including the possibility of a challenge by the IRS to the status of the OP as a partnership, as opposed to an association taxable as a corporation, for U.S. federal income tax purposes. If the OP were treated as an association for U.S. federal income tax purposes, it would be taxable as a corporation and, therefore, could be subject to an entity-level tax on its income.
Treasury regulations provide that a domestic business entity not otherwise organized as a corporation may elect to be treated as a partnership or disregarded entity for U.S. federal income tax purposes. Generally, an entity will be classified as a partnership or disregarded entity (depending on its number of owners) for U.S. federal income tax purposes unless it elects otherwise. The OP intends to be classified as a partnership under these Treasury regulations. We have not requested and do not intend to request a ruling from the IRS that the OP will be classified as partnerships for U.S. federal income tax purposes.
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To be a partnership for U.S. federal income tax purposes, the OP generally must not be a “publicly traded partnership”. A publicly traded partnership is a partnership whose interests are traded on an established securities market or are readily tradable on a secondary market (or a substantial equivalent). A publicly traded partnership is generally treated as a corporation for U.S. federal income tax purposes, but will not be so treated if, for each taxable year beginning after December 31, 1987 in which it was classified as a publicly traded partnership, at least 90% of the partnership’s gross income consisted of specified passive income, including real property rents (which includes rents that would be qualifying income for purposes of the 75% gross income test, with certain modifications that make it easier for the rents to qualify for the 90% passive income exception), gains from the sale or other disposition of real property, interest, and dividends (the “90% passive income exception”).
Treasury regulations provide limited safe harbors from treatment as a publicly traded partnership. We expect that the OP will fall within one of the “safe harbors” for the partnership to avoid being classified as a publicly traded partnership. However, no assurance can be given regarding the OP's ability to satisfy the requirements of some of these safe harbors and accordingly no assurance can be given that the OP would not be treated as a publicly traded partnership. Even if the OP failed to meet one of the safe harbors, it generally will not be treated as a corporation if it qualifies for the 90% passive income exception discussed immediately above.
Partnership Allocations
Although a partnership agreement generally will determine the allocation of income and losses among partners, such allocations will be disregarded for tax purposes if they do not comply with the provisions of Section 704(b) of the Code and the Treasury regulations promulgated thereunder, which require that partnership allocations respect the economic arrangement of the partners. If an allocation is not recognized for U.S. federal income tax purposes, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership, which will be determined considering all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. The OP’s allocations of taxable income and loss are intended to comply with the requirements of Section 704(b) of the Code and the Treasury regulations promulgated thereunder.
Pursuant to Section 704(c) of the Code, items of income, gain, loss, and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership must be allocated for U.S. federal income tax purposes in a manner such that the contributor is charged with or benefits from the unrealized gain or unrealized loss associated with the property at the time of the contribution. The amount of such unrealized gain or unrealized loss is generally equal to the difference between the fair market value of the contributed property at the time of contribution and the adjusted tax basis of such property at the time of contribution. Such allocations are solely for U.S. federal income tax purposes and do not affect other economic or legal arrangements among the partners.
Our OP has entered into transactions involving the contribution to the OP of appreciated property, and the OP may enter into such transactions in the future. The partnership agreement of the OP requires allocations of income, gain, loss, and deduction attributable to contributed property to be made in a manner that is consistent with Section 704(c) of the Code. Treasury regulations issued under Section 704(c) give partnerships a choice of several methods of allocating taxable income with respect to contributed properties (and the tax protection agreements entered into in connection with the contributions of properties to the OP require that a certain method be used). Depending upon the method used, (1) our tax depreciation deductions attributable to those properties may be lower than they would have been if our OP had acquired those properties for cash and (2) in the event of a sale of such properties, we could be allocated gain in excess of our corresponding economic or book gain. These allocations may cause us to recognize taxable income in excess of cash proceeds received by us, which might adversely affect our ability to comply with the REIT distribution requirements or result in our shareholders recognizing additional dividend income without an increase in distributions.
Assets contributed to a partnership in a tax-free transaction generally retain the same depreciation method and recovery period as they had in the hands of the partner who contributed them to the partnership. Accordingly, a substantial amount of the OP’s depreciation deductions for its real property are based on the historic tax depreciation schedules for the properties prior to their contribution to the OP.
Basis in OP Interest
Our adjusted tax basis in a partnership in which we have an interest (including the OP) generally (1) will be equal to the amount of cash and the basis of any other property contributed to such partnership by us, (2) will be increased by (a) our allocable share of such partnership’s income and (b) our allocable share of any indebtedness of such partnership, and (3) will be
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reduced, but not below zero, by our allocable share of (a) such partnership’s loss and (b) the amount of cash and the tax basis of any property distributed to us and by constructive distributions resulting from a reduction in our share of indebtedness of such partnership.
If our allocable share of the loss (or portion thereof) of any partnership in which we have an interest would reduce the adjusted tax basis of our partnership interest in such partnership below zero, the recognition of such loss will be deferred until such time as the recognition of such loss (or portion thereof) would not reduce our adjusted tax basis below zero. To the extent that distributions to us from a partnership, or any decrease in our share of the nonrecourse indebtedness of a partnership (each such decrease being considered a constructive cash distribution to the partners), would reduce our adjusted tax basis below zero, such distributions (including such constructive distributions) would constitute taxable income to us. Such distributions and constructive distributions normally would be characterized as long-term capital gain if our interest in such partnership has been held for longer than the long-term capital gain holding period (currently 12 months).
Sale of Partnership Property
Generally, any gain realized by a partnership on the sale of property held by the partnership for more than 12 months will be long-term capital gain, except for any portion of such gain that is treated as depreciation or cost recovery recapture. However, under requirements applicable to REITs under the Code, our share as a partner of any gain realized by the OP on the sale of any property held as inventory or other property held primarily for sale to customers in the ordinary course of a trade or business will be treated as income from a prohibited transaction that is subject to a 100% penalty tax.
Legislative or Other Actions Affecting REITs and Partnerships
The present U.S. federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time. The REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the Treasury which may result in statutory changes as well as revisions to regulations and interpretations. Changes to the U.S. federal tax laws and interpretations thereof could adversely affect an investment in our common stock.
On December 22, 2017, H.R. 1, known as the Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018 (the "Tax Cuts and Jobs Act") was signed into law. The Tax Cuts and Jobs Act made significant changes to the U.S. federal income taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017. In addition to reducing corporate and individual income tax rates, the Tax Cuts and Jobs Act eliminates or restricts various deductions that, along with other provisions, may change the way that we calculate our REIT taxable income and our TRS's taxable income. Significant provisions of the Tax Cuts and Jobs Act that investors should be aware of include provisions that: (i) lower the corporate income tax rate to 21%, (ii) provide noncorporate taxpayers with a deduction of up to 20% of certain income earned through partnerships and REITs, (iii) limit the net operating loss deduction to 80% of taxable income, where taxable income is determined without regard to the net operating loss deduction itself, generally eliminates net operating loss carry backs and allow unused net operating losses to be carried forward indefinitely, (iv) expand the ability of businesses to deduct the cost of certain property investments in the year in which the property is purchased, and (v) generally lower tax rates for individuals and other noncorporate taxpayers, while limiting deductions such as miscellaneous itemized deductions and state and local tax deductions. In addition, the Tax Cuts and Jobs Act limits the deduction for net interest expense incurred by a business to 30% of the "adjusted taxable income" of the taxpayer. The Coronavirus Aid, Relief, and Economic Stability Act increased the limitation to 50% of “adjusted taxable income” for tax years beginning in 2019 and 2020. The limitation on the interest expense deduction does not apply to certain small-business taxpayers or electing real property trades or businesses, such as any real property development, redevelopment, construction, reconstruction, acquisition, conversion, rental, operation, management, leasing, or brokerage trade or business. Making the election to be treated as a real property trade or business requires the electing real property trade or business to depreciate non-residential real property, residential rental property, and qualified improvement property over a longer period using the alternative depreciation system. We have not yet elected out of the new interest expense limitation.
The Bipartisan Budget Act of 2015 (the “BBA”) revised the rules applicable to federal income tax audits of partnerships (such as the OP) and the collection of any tax resulting from any such audits or other tax proceedings, generally for taxable years beginning after December 31, 2017. Under the applicable rules, a partnership itself may be liable for a tax computed by reference to the hypothetical increase in partner-level taxes (including interest and penalties) resulting from an adjustment of partnership tax items on audit, regardless of changes in the composition of the partners (or their relative ownership) between the year under audit and the year of the adjustment. The rules also include an elective alternative method under which the additional taxes resulting from the adjustment are assessed against the affected partners, subject to a higher rate of interest than otherwise would apply. Although it is uncertain how these rules will be implemented, it is possible that they could result in partnerships in which we directly or indirectly invest being required to pay additional taxes, interest and
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penalties as a result of an audit adjustment, and we, as a direct or indirect partner of those partnerships could be required to bear the economic burden of those taxes, interest and penalties even though we, as a REIT, may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment. The changes created by these rules are sweeping and, in some respects, dependent on the promulgation of future regulations or other guidance by the U.S. Treasury.
On July 4, 2025, President Trump signed into law the legislation known as the One Big Beautiful Bill Act (“the OBBBA”). The OBBBA made significant changes to the U.S. federal income tax laws in various areas. These changes include the permanent extension of the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers. The OBBBA also increased the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries (“TRSs”) from 20% to 25% for taxable years beginning after December 31, 2025. As a result, for taxable years beginning after December 31, 2025, the aggregate value of all securities of TRSs held by a REIT may not exceed 25% of the value of its gross assets. Additionally, for taxable years beginning after December 31, 2024, the OBBBA restored the exclusion of deductions for depreciation, depletion and amortization in the calculation of a taxpayer’s adjusted taxable income for purposes of calculating the taxpayer’s available net interest expense deduction, as applied for taxable years beginning before January 1, 2022.
Shareholders are urged to consult with their own tax advisors with respect to the impact that the Tax Cuts and Jobs Act, the BBA, and other legislation may have on their investment and the status of legislative, regulatory or administrative developments and proposals and their potential effect on their investment in our shares.
Regulation
The ownership, operation, and management of, and provision of certain products and services to, gaming and racing facilities are subject to pervasive regulation. Gaming laws are generally based upon declarations of public policy designed to protect gaming consumers and the viability and integrity of the gaming industry. Gaming laws may also be designed to protect and maximize state and local revenues derived through taxes and licensing fees imposed on gaming industry participants as well as to enhance economic development and tourism. To accomplish these public policy goals, gaming laws establish procedures to ensure that participants in the gaming industry, including the owners of real estate associated with gaming and racing facilities and other suppliers of products and services to gaming operators, meet certain standards of character and suitability to hold a gaming license. In addition, gaming laws require gaming industry participants to:
•ensure that unsuitable individuals and organizations have no role in asset ownership, the operations of gaming assets, providing goods or services to organizations involved in gaming, and in those jurisdictions that require landowner licensure, ownership of the real property;
•ensure transparency through periodic reporting around certain events, including levels of ownership and control, and licensure for those deemed necessary by the regulators;
•establish procedures designed to prevent cheating and fraudulent practices;
•establish and maintain responsible accounting practices and procedures;
•maintain effective controls over their financial practices, including establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;
•maintain systems for reliable record keeping;
•ensure that contracts and financial transactions are commercially reasonable, reflect fair market value and are arms-length transactions; and
•establish programs to promote responsible gaming.
These regulations impact our business because gaming and racing regulatory agencies in certain jurisdictions where we own real estate and our gaming tenants operate require GLPI and its affiliates to maintain a finding of suitability or license as a property owner, key business entity, buyer-lessor of gaming facility assets, principal affiliate, business entity, qualifier, vendor, operator or supplier because of its ownership of the real estate associated with those gaming and racing facilities. We are presently licensed or approved by gaming and racing regulatory agencies in the following jurisdictions: Colorado, Delaware, Illinois, Indiana, Louisiana, Maryland, Massachusetts, Mississippi, Missouri, New Jersey, New York, Ohio, Rhode Island, South Dakota, Pennsylvania, and Virginia.
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Our business and those operated by our tenants are subject to various federal, state and local laws and regulations including gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning the sale of alcoholic beverages, environmental matters, employees, health care, currency transactions, taxation, zoning and building codes, marketing, and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. New laws or regulations, or material changes to existing law and/or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.
Insurance
We maintain a comprehensive program of primary, excess and umbrella liability insurance along with commercial property, fiduciary, directors and officers liability, and business interruption insurance covering our business. Such coverage is subject to customary exclusions, conditions, and limitations, and may not fully insure against all risks associated with our business. With respect to our properties, which are all subject to triple-net leases, those lease agreements require our tenants to procure and maintain their own comprehensive primary, excess and umbrella liability programs along with, commercial property, which includes coverage for losses resulting from catastrophic events, and business interruption coverage, including all insurance mandated by law, as well as insurance coverage to protect our insurable interests as owner and lessor of such real estate.
Environmental Matters
Our properties are subject to U.S. federal, state and local environmental laws governing and regulating, among other things, air emissions, wastewater discharges and the handling and disposal of wastes and required actions and response efforts. Certain of the properties we own utilize or have utilized above or underground storage tanks to store oil and certain fuels for use at the properties. Other properties were built during a time that asbestos-containing building materials were routinely installed in residential and commercial structures. Certain of the real estate assets owned by GLPI were developed and constructed on remediated former commercial and industrial sites. In connection with the ownership of our real property assets, we could be found legally responsible for environmental liabilities or costs relating to a release of hazardous substances or other regulated materials at or emanating from such property. Under the terms of the triple-net leases, our tenants are also required to carry pollution legal liability and environmental liability insurance for those properties we own.
Pursuant to applicable environmental laws and regulations, a current or previous owner or operator of real property may be required to investigate, remove and/or remediate a release of hazardous substances or other regulated materials at, or emanating from, such property. Further, under certain circumstances, such owners or operators of real property may be held liable for property damage, personal injury and/or natural resource damage resulting from or arising in connection with such releases. Certain of these laws have been interpreted to provide for joint and several liability unless the harm is divisible and there is a reasonable basis for allocation of responsibility. We also may be liable under certain of these laws for damage that occurred prior to our ownership of a property or at a site where we or our tenants sent wastes for disposal.
For most triple-net leases to which we are a party, environmental liabilities arising from the business operations are retained by our tenants, and the tenants are required to indemnify GLPI (and its subsidiaries, directors, officers, employees, agents and certain other related parties) against any claims, losses, orders or fines arising from or relating to such environmental liabilities. Further, our triple-net leases obligate our tenants thereunder to comply with applicable environmental laws and regulations. We expect that future leases with new parties and renewals with existing tenants will include the same provisions. A tenant’s failure to comply could result in fines and penalties or the requirement to undertake corrective actions which could result in significant costs to the tenant which could potentially adversely affect their ability to meet their obligations to us.
As part of the Company's due diligence process prior to acquiring real estate assets, we routinely commission environmental assessments to assess the potential for such liability. We are not aware of any environmental issues, potential litigation or recognized environmental conditions that are expected to have a material impact on the operations of any of our properties or that would materially impact our ownership of those real estate assets including such real estate presently under development.
Corporate Responsibility
We believe that corporate responsibility, including environmental and community stewardship, is an integral component of being a responsible corporate citizen. With this in mind, we continue to integrate and implement environmental, social and
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governance (ESG) practices, strategies and initiatives into our overall business strategies intended to contribute to long-term value creation for our shareholders, employees and other stakeholders.
ESG opportunities, risks and strategy are developed and managed by the Company’s management team collaboratively with the Company's cross-functional ESG Steering Committee. The Company’s Nominating and Corporate Governance Committee oversees Company matters relating to ESG, including oversight of the Company’s policies and strategies relating to human capital management, corporate culture, and diversity, equity, and inclusion, which are discussed thoughtfully by the Nominating and Corporate Governance Committee and reported to our Board of Directors. The ESG Steering Committee meets regularly and reports to the Nominating and Corporate Governance Committee on a quarterly basis and more frequently, as needed.
Environmental Sustainability
We are committed to conducting our business in an environmentally conscious manner. With that in mind, we continue to assess the materiality of environmental risks to the organization. We promote sustainable practices and environmental stewardship throughout the organization, with a particular emphasis on energy efficiency, recycling, indoor environmental quality, and environmental awareness.
With the exception of our corporate headquarters, our properties are leased to gaming operators pursuant to triple-net lease agreements, meaning each operator is responsible for business operations, maintenance, insurance, taxes, utilities, and other property-related expenses, including with respect to all sustainability strategies. The oversight and control of all energy and water usage and consumption and operations-related sustainability strategies related thereto is the sole responsibility of our tenants. Consequently, fostering a strong channel of communication with our tenants is an important component in the evolution of the environmental sustainability of our properties and establishing long-term, successful relationships is critical to the success of our business. We also implemented certain green lease provisions, which include data collection obligations in many of our leases.
We are evaluating climate-related risks and opportunities to include in our near and long-term environmental strategies.
The growth of our business often involves the acquisition of real estate assets from third parties. In furtherance of our commitment to environmental sustainability, we routinely engage nationally recognized and certified environmental engineers to perform Phase I Environmental Site Assessments as part of our acquisition process and require future tenants to ensure compliance with all environmental laws, including any necessary testing, remediation and/or monitoring.
Recognizing that sustainability is a journey, we are committed to continuous improvement and will endeavor to engage and communicate with our key stakeholders regarding our environmental stewardship. Further, we are committed to developing initiatives to address and mitigate those environmental risks within our control and supporting our tenants to do the same. We completed portfolio-wide inspections of all real estate owned by the Company, which also included a comprehensive ESG and climate assessment component.
Human Capital Management
As of December 31, 2025, we had 20 full-time employees. We strive to maintain a corporate environment that fosters a sense of community and well-being and that encourages our employees to focus on their long-term success along with the long term success of the Company. Our employees are a valued asset and integral to the success of the Company. We strive to prioritize our employees’ education, development, growth, and well-being. We are passionate about developing our talent. We provide tuition reimbursement, professional development reimbursement, and performance appraisals. We are committed to continuing to develop strategies focused on employee growth, development and well-being.
Senior management holds employee meetings and social events at a regular cadence to create an open forum for learning and to foster feedback.
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Every employee receives an annual grant of GLPI equity that vests over a three-year period. This program was proposed and instituted by our Chairman and CEO as a way to attract and retain talent across all levels of the organization and to ensure that every employee has a stake in the Company’s continued growth and success.
We offer competitive and balanced benefits, including a flexible work policy designed to ensure a healthy work-life balance as well as flexible summer hours. Our array of other well-being and benefits packages includes a 401(k) plan with employer match, family leave, a health and fitness facility at the corporate campus and an employee assistance plan (EAP), among other non-salary benefits. The Company also offers paid time off for volunteering and community involvement.
Our view of human capital management extends beyond our employees to our vendors and other third parties with whom we do business. Our adoption of our Vendor Code of Conduct was designed to ensure that we engage individuals and businesses that are committed to the health and well-being of their employees as well.
GLPI is focused on cultivating a diverse and inclusive culture where our employees can freely bring diverse perspectives and varied experiences to the workplace. We value diverse representation, backgrounds and viewpoints and believe that they serve our business proposition for the long-term horizon.
Within our hiring and recruitment processes, we adhere to equal employment policies, and we are committed to actively considering diversity in the expansion of our Board of Directors or the filling of any vacancy. We abide by our Inclusive Workplace Policy and require all employees, including our Board of Directors, to complete training on diversity and inclusion, alongside other trainings for various GLPI policies, including our Code of Business Conduct.
As of December 31, 2025, 50% of our employees identify as female. In addition, 25% of the Board of Directors is comprised of directors who identify as female and includes a member that is racially diverse.
Tenant Engagement
Since the formalization of our Tenant Partnership Program, we have continued to engage with our tenants, at least annually, but more frequently as deemed necessary, to address and discuss various matters involving the properties we own which are operated by our tenants. We continue to foster these relationships and identify community engagement partnership opportunities. We believe that aligning, sharing and committing to similar sustainability goals will continue to allow our Company and our tenant stakeholders to make a greater collective impact, while fostering long-term, successful relationships in the communities in which we own real estate and conduct business.
Community Engagement
We take an active role in supporting our communities by partnering with local and national organizations to administer charitable contributions, provide community service, and organize the donation of goods to assist those in need. We endeavor to broaden our local and national outreach and maximize our impact year over year. Our employees regularly participate and volunteer at events to better the community. In 2025, we again completed our Annual Day of Service to support the Berks County branch of Helping Harvest and partnered with various causes and made charitable donations benefitting the community. In 2025, the Company partnered with and made a charitable donation to the Inspiration Center at Howell Park in Baton Rouge, Louisiana. The newly constructed Inspiration Center is designed to be a safe space for families in the North Baton Rouge area to receive mentorship, education and support on job readiness, activities, sports, and health and wellness. The Company also raised over $150,000 for Reading Hospital Foundation's Street Medicine which provides healthcare services for individuals in the Reading, Pennsylvania area who are experiencing homelessness and require medical care. The Company also started a memorial scholarship fund in the name of our former director, JoAnne Epps, designed to provide a deserving high school senior with college tuition to further their education after graduating high school. Other notable partnerships and community outreach and involvement include Angel Tree, Trees for Troops, Salvation Army, Junior League of Reading, SafeBR, Blankets of Hope, Restoring Hope of Berks County, McGlinn Food Pantry, Lighthouse Women's and Children's Shelter, IM ABLE Foundation, Pan-Mass Challenge, Dry Creek Rancheria Band of Pomo Indians ("Dry Creek"), Adalyn Rose Foundation, Hannah's Hope Ministries, Special Operations Warrior Foundation and Habitat for Humanity. In 2025, we also made a charitable donation to the Ione Band of Miwok Indians to fund general welfare programs of the tribe focused on assisting tribal elders and youth.
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Available Information
For more information about us, visit our website at www.glpropinc.com. The contents of our website are not part of this Annual Report on Form 10-K. Our electronic filings with the SEC (including all annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and any amendments to these reports), including the exhibits, are available free of charge through our website as soon as reasonably practicable after we electronically file them with or furnish them to the SEC.