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Item 8. Financial Statements and Supplementary Data

2024-02-27 compared with 2023-02-23 · 426 added, 445 removed, 998 unchanged (47% of the section changed)

20 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Lease Classification - Lease Term - See Note 12 to the Consolidated Financial Statements

Critical Audit Matter Description

The Company performs a lease classification test upon the entry into any new tenant lease or lease modification to determine if the lease will be accounted for as an operating, sales-type lease, or direct financing lease.

The accounting guidance under ASC 842 is complex and requires the use of judgments and assumptions by management to determine the proper accounting treatment of a lease.

The Company performs a lease classification test upon the entry into any new tenant lease or amendment or modification of an existing tenant lease to determine if the lease will be accounted for as an operating lease, sales-type lease, or direct financing lease.

The accounting guidance under ASC 842 is complex and requires the use of judgements and assumptions by management to determine the proper accounting treatment of a lease.

The lease classification tests, and the resulting calculations require subjective judgments, such as determining the likelihood a tenant will exercise all renewal options, in order to determine the lease term.

A slight change in an estimate or judgment can result in a material difference in the financial statement presentation.

Given the significant judgments made by management to determine the expected lease term, we performed audit procedures to assess the reasonableness of such judgments, which required a high degree of auditor judgment.

Given the significant judgements made by management to determine the expected lease term, we performed audit procedures to assess the reasonableness of such judgments, which required a high degree of auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the judgments surrounding the determination of the lease term for any new or modified lease included the following, among others:

Our audit procedures related to the judgements surrounding the determination of the lease term for any new, modified, or amended lease included the following, among others:

• We tested the effectiveness of the controls over management’s assessment of the likelihood a tenant would exercise all renewal options.

• We evaluated the significant judgments made by management to determine the expected lease term by:

• We evaluated the significant judgements made by management to determine the expected lease term by:

◦ Assessing the significance of the leased assets to the tenant’s operations by examining available information, including the tenant’s financial statements, if available.

◦ Evaluating the Company’s historical pattern of tenant lease modifications by examining both confirming and contradictory evidence.

◦ Obtaining lease agreements to examine material lease provisions considered by management in their analysis.

Allowance for Credit Losses – Refer to Notes 2 and 7 to the Consolidated Financial Statements

Critical Audit Matter Description

The Company follows ASC 326 “Credit Losses” (“ASC 326”), which requires that the Company measures and record current expected credit losses (“CECL”), the scope of which includes Investments in leases - financing receivables.

The Company elected to use an econometric default and loss rate model to estimate the CECL allowance.

This model requires the Company to calculate and input lease and property-specific credit and performance metrics which in conjunction with forward looking economic forecasts, project estimated credit losses over the life of the lease.

A CECL allowance is recorded based on the expected loss rate multiplied by the outstanding investment in lease balance.

Expected losses within the Company’s cash flows are determined by estimating the probability of default ("PD") and loss given default ("LGD") of the Company’s Investment in leases - financing receivables, net.

The PD and LGD are estimated during the initial term of the lease.

The PD and LGD estimates for the lease term were developed using current financial condition forecasts.

The PD and LGD predictive model uses the average historical default rates and historical loss rates, respectively, dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's financing receivables.

The Company monitors the credit risk related to its financing receivables by obtaining the rent coverage ratios on a periodic basis.

The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant.

The determination of the Company’s CECL allowance, including the forward looking economic forecasts, represents a critical audit matter due to the significant level of subjectivity and judgement required by management to estimate the allowance for credit losses.

Auditing management’s allowance for credit losses requires a high degree of auditor judgment and increased extent of effort including the need to involve our credit specialist.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the allowance for credit losses for the Company’s investments in financing leases included the following, among others:

• We tested the effectiveness of controls implemented by the Company related to the estimation of the allowance for credit losses, including the judgements involved in the determination of the macroeconomic factors applied to expected loss rate.

• We tested the inputs used in the calculation to determine the PD and LGD of the tenant by agreeing lease and property specific credit and performance metrics to independent data.

• With the assistance of our credit specialist, we evaluated the reasonableness of the methodology, appropriateness of the model and significant assumptions used by management to estimate the PD and LGD.

• We evaluated management’s expected loss rate by performing a peer benchmarking analysis.

/s/ Deloitte & Touche

◦ Evaluating the Company’s historical pattern of tenant lease amendments and modifications by examining both confirming and contradictory evidence.

◦ Reviewing lease agreements to examine material lease provisions considered by management in their analysis.

/s/ Deloitte & Touche LLP

New York, New York

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Investment in leases, financing receivables, net 2,023,606 1,903,195

Assets held for sale — 77,728

Right-of-use assets and land rights, net 834,067 851,819

Real estate loans, net 39,036 —

Right-of-use assets and land rights 835,524 834,067

Cash and cash equivalents 683,983 239,083

1 unchanged sentence

Total assets $ 11,806,658 $ 10,930,386

Accounts payable, dividend payable and accrued expenses $ 6,561 $ 63,543

Accounts payable and accrued expenses $ 7,011 $ 6,561

Accrued interest 83,112 82,297

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Operating lease liabilities 196,853 181,965

Financing lease liabilities 53,792 53,309

Financing lease liability 54,261 53,792

Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts 6,627,550 6,128,468

6,128,468 6,552,372

Deferred rental revenue 284,893 324,774

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Total income from real estate 1,440,392 1,311,685 1,106,658

Gaming, food, beverage and other — 109,693 102,999

Gaming, food, beverage and other, net — — 109,693

Total revenues 1,440,392 1,311,685 1,216,351

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General and administrative 56,450 51,319 61,245

Gains from dispositions ( 67,481 ) ( 21,751 ) ( 41,393 )

Impairment charge on land 3,298 — —

Gains from dispositions of property ( 22 ) ( 67,481 ) ( 21,751 )

Property transfer tax recovery and impairment charge ( 2,187 ) 3,298 —

Depreciation 262,870 238,688 236,434

30 unchanged sentences

— — — ( 693,353 ) — ( 693,353 )

Issuance of operating partnership units — — — — 205,088 205,088

Net income — — — 534,047 39 534,086

5 unchanged sentences

Issuance of operating partnership units — — — — 137,043 137,043

Distributions to non-controlling interest — — — ( 20,664 ) ( 20,664 )

Net income — — — 684,653 18,632 703,285

20 unchanged sentences

Accretion on financing receivables and adjustments to lease liabilities ( 22,587 ) ( 18,959 ) —

(Gains) losses on dispositions of property ( 67,481 ) ( 21,751 ) ( 41,393 )

Gains on dispositions of property ( 22 ) ( 67,481 ) ( 21,751 )

Deferred income taxes — — 5,326

1 unchanged sentence

Straight-line rent adjustments ( 39,881 ) ( 4,294 ) ( 3,993 )

Deferred rent recognized — — ( 337,500 )

Impairment charges and losses on debt extinguishment 556 5,487 —

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Acquisition of real estate assets and deposit payments ( 463,186 ) ( 350,126 ) ( 487,475 )

Originations of real estate loans ( 40,000 ) — —

Investment in leases, financing receivables ( 100,202 ) ( 129,047 ) ( 592,243 )

5 unchanged sentences

Proceeds from issuance of common stock, net 469,213 611,256 662,338

Proceeds from issuance of long-term debt 424,000 795,008 2,076,383

Financing costs ( 11,907 ) ( 7,118 ) ( 11,641 )

Proceeds from issuance of long-term debt, net of senior note discounts 1,077,784 424,000 795,008

Financing costs and costs paid on tender of senior unsecured notes ( 3,966 ) ( 11,907 ) ( 7,118 )

Repayments of long-term debt ( 585,149 ) ( 1,271,053 ) ( 363,391 )

Net cash (used in) provided by financing activities ( 1,051,150 ) 443,069 63,169

Net cash provided by (used in) financing activities 86,353 ( 1,051,150 ) 443,069

Net increase in cash and cash equivalents, including cash classified within assets held for sale 444,900 ( 485,512 ) 216,013

Decrease (increase) in cash classified within assets held for sale — 22,131 ( 22,131 )

Decrease in cash classified within assets held for sale — — 22,131

Net increase in cash and cash equivalents 444,900 ( 485,512 ) 238,144

18 unchanged sentences

federal income tax purposes, GLPI declared a special dividend to its shareholders to distribute any accumulated earnings and profits relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off, to comply with certain REIT qualification requirements.

In addition, during 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company that at the time held the real estate of the Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a TRS.

Further, as partial consideration for the transactions with The Cordish Companies ("Cordish") described below, GLP Capital, L.P., the operating partnership of GLPI ("GLP Capital") issued 7,366,683 newly-issued operating partnership units ("OP Units") to affiliates of Cordish.

On July 1, 2021, the Company sold the operations of Hollywood Casino Perryville to PENN and leased the real estate to PENN pursuant to a standalone lease.

On December 17, 2021, the Company sold the operations of Hollywood Casino Baton Rouge to The Queen Casino & Entertainment Inc., formerly known as CQ Holding Company ("Casino Queen") and leased the real estate to Casino Queen pursuant to the Second Amended and Restated Casino Queen Master Lease as described below.

On December 17, 2021, GLPI declared a special dividend to the Company's shareholders to distribute the accumulated earnings and profits attributable to these sales.

In 2021, subsequent to the sale of the operations of the TRS Properties, GLP Holdings, Inc.

was merged into GLP Capital, L.P., the operating partnership of GLPI ("GLP Capital").

During 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company that at the time held the real estate of the Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a TRS.

In September 2022, Bally's Corporation (NYSE:

BALY) ("Bally's") acquired both the building assets from GLPI and PENN's outstanding equity interests in Tropicana Las Vegas.

GLPI retained ownership of the land and entered into a ground lease with Bally's.

In connection with this transaction, Tropicana LV, LLC was merged into GLP Capital.

GLPI paid a special earnings and profit dividend of $0.25 per share in the first quarter of 2023 related to the sale of the building to Bally's.

As partial consideration for the transactions with The Cordish Companies ("Cordish") described below, GLP Capital issued 7,366,683 newly-issued operating partnership units ("OP Units") to affiliates of Cordish.

OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions.

Such issuance of OP Units to Cordish in exchange for its contribution of certain real property assets resulted in GLP Capital becoming treated as a partnership for income tax purposes, with GLPI being deemed to contribute substantially all of the assets and liabilities of GLP Capital in exchange for the general partnership and a majority of the limited partnership interests, and a minority limited partnership interest being owned by Cordish (the "UPREIT Transaction").

In advance of the UPREIT Transaction, the Company, together with GLP Financing II, Inc.

jointly elected for GLP Financing II, Inc.

In advance of the UPREIT Transaction, the Company, together with GLP Financing II, Inc., jointly elected for GLP Financing II, Inc.

to be treated as a TRS effective December 23, 2021.

On July 1, 2021, the Company sold the operations of Hollywood Casino Perryville to PENN and is leasing the real estate to PENN pursuant to a standalone lease.

On December 17, 2021, the Company sold the operations of Hollywood Casino Baton Rouge to Casino Queen Holding Company ("Casino Queen") and is leasing the real estate to Casino Queen pursuant to the Casino Queen Master Lease as described below.

On December 17, 2021, GLPI declared a special dividend to the Company's shareholders to distribute the accumulated earnings and profits attributable to these sales.

In 2021, as a result of the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge, GLP Holdings, Inc.

was merged into GLP Capital.

On January 3, 2023, the Company issued 286,643 OP Units to affiliates of Bally's in connection with its acquisition of Bally's Hard Rock Hotel & Casino Biloxi ("Bally's Biloxi") and Bally's Tiverton Casino & Hotel ("Bally's Tiverton").

There were 7,653,326 OP Units outstanding as of December 31, 2023.

GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements.

2 unchanged sentences

BYD) ("Boyd"), the real property associated with 9 gaming and related facilities operated by Bally's Corporation (NYSE:

BALY) ("Bally's) the real property associated with 3 gaming and related facilities operated by Cordish and the real property associated with 2 gaming and related facilities operated by Casino Queen Holding Company Inc.

("Casino Queen").

BALY) ("Bally's") the real property associated with 3 gaming and related facilities operated by Cordish, the real property associated

with 4 gaming and related facilities operated by Casino Queen and 1 gaming facility under construction that upon opening is intended to be managed by a subsidiary of Hard Rock International ("Hard Rock").

These facilities, including our corporate headquarters building, are geographically diversified across 18 states and contain approximately 28.7 million square feet.

1 unchanged sentence

GLPI expects to continue growing its portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.

PENN Master Lease

As a result of the Spin-Off, GLPI owns substantially all of PENN’s former real property assets (as of the consummation of the Spin-Off) and leases back most of those assets to PENN for use by its subsidiaries pursuant to a unitary master lease (the "PENN Master Lease").

The PENN Master Lease is a triple-net operating lease, the term of which expires October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

See Note 12 for a discussion regarding such renewal options.

Additionally, see Note 18 for a discussion related to the recent modification of the PENN Master Lease as well as the creation of a new master lease with PENN.

PENN 2023 Master Lease and Amended PENN Master Lease

The Original PENN Master Lease was a triple-net lease, the term of which was scheduled to expire on October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

On October 10, 2022, the Company announced that it agreed to create a new master lease with PENN for seven of PENN's properties (the "PENN 2023 Master Lease").

The companies also agreed to a funding mechanism to support PENN's pursuit of relocation and development opportunities at several of the properties included in the new master lease.

The PENN 2023 Master Lease became effective on January 1, 2023.

Pursuant to this agreement, the Original PENN Master Lease was amended (the "Amended PENN Master Lease") to remove PENN's properties in Aurora and Joliet, Illinois;

Columbus and Toledo, Ohio;

and Henderson, Nevada.

The properties removed from the Original PENN Master Lease were added to a new master lease.

In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania (the "Meadows Lease") and the Hollywood Casino Perryville in Maryland (the "Perryville Lease") were terminated and these properties were transferred into the PENN 2023 Master Lease.

Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases, the term of which expires on October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

GLPI agreed to fund up to $ 225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75 % cap rate and, if requested by PENN, will fund up to $ 350 million for the relocation of the Hollywood Casino Joliet, the construction of a hotel at Hollywood Casino Columbus, and the construction of a second hotel tower at the M Resort Spa Casino at then current market rates.

The terms of the PENN 2023 Master Lease and the Amended PENN Master Lease are substantially similar to the Original PENN Master Lease with the following key differences:

• The PENN 2023 Master Lease is cross-defaulted and co-terminus with the Amended PENN Master Lease.

• The rent for the PENN 2023 Master Lease is $ 232.2 million in base rent with fixed annual escalation of 1.50 %, with the first escalation occurring on November 1, 2023.

• The rent for the Amended PENN Master Lease is $ 284.1 million, consisting of $ 208.2 million of building base rent, $ 43.0 million of land base rent, and $ 32.9 million of percentage rent.

Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease

6 unchanged sentences

The Boyd Master Lease has an initial term of 10 years (from the original April 2016 commencement date of the Pinnacle Master Lease and expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN for $ 250.0 million, exclusive of transaction fees and taxes and added this property to the Amended Pinnacle Master Lease.

The Company also purchased the

real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN for $ 250.0 million, exclusive of transaction fees and taxes, 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.

3 unchanged sentences

The annual rent is comprised of a fixed component, part of which is subject to an annual escalator of up to 2 % if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities which is adjusted, subject to certain floors, every two years to an amount equal to 4 % of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

Meadows Lease

The real estate assets of the Meadows Racetrack and Casino are leased to PENN pursuant to a single property triple-net lease (the "Meadows Lease").

The Meadows Lease commenced on September 9, 2016 and has an initial term of 10 years, with no purchase option, and the option to renew for three successive 5-year terms and one 4-year term (exercisable by the tenant) on the same terms and conditions.

The Meadows Lease contains a fixed component, subject to annual escalators, and a component that is based on the performance of the facility, which is reset every two years to an amount determined by multiplying (i) 4 % by (ii) the average annual net revenues of the facility for the trailing two-year period.

The Meadows Lease contains an annual escalator provision for up to 5 % of the base rent, if certain rent coverage ratio thresholds are met, which remains at 5 % until the earlier of ten years or the year in which total rent is $ 31 million, at which point the escalator will be reduced to a maximum of 2 % annually thereafter.

As described in Note 18, the Meadows Lease was terminated during 2023 and the real estate associated with the property became part of a new master lease with PENN.

Second Amended and Restated Caesars Master Lease

Third Amended and Restated Caesars Master Lease

On October 1, 2018, the Company closed its previously announced transaction to acquire certain real property assets from Tropicana Entertainment Inc.

2 unchanged sentences

Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc.

(now doing business as Caesars) acquired the operating assets of these properties from

Tropicana pursuant to an Agreement and Plan of Merger dated April 15, 2018 by and among Tropicana, GLP Capital, Caesars and a wholly-owned subsidiary of Caesars and leased the GLP Assets from the Company pursuant to the terms of a new unitary triple-net master lease with an initial term of 15 years, with no purchase option, followed by four successive 5-year renewal periods (exercisable by the tenant) on the same terms and conditions (the "Caesars Master Lease").

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent to approximately $ 23.6 million and annual building base rent to approximately $ 62.1 million, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25 % in the fifth and sixth lease years, 1.75 % in the seventh and eighth lease years and 2 % in the ninth lease year and each lease year thereafter, (v) subject to the satisfaction of certain conditions, permit Caesars to elect to replace the Tropicana Evansville and/or Tropicana Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, is at least equal to the value of Tropicana Evansville or Tropicana Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in Belle of Baton Rouge and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay.

(now doing business as Caesars) acquired the operating assets of these properties from Tropicana pursuant to an Agreement and Plan of Merger dated April 15, 2018 by and among Tropicana, GLP Capital, Caesars and a wholly-owned subsidiary of Caesars and leased the GLP Assets from the Company pursuant to the terms of a new unitary triple-net master lease with an initial term of 15 years, with no purchase option, followed by four successive 5-year renewal periods (exercisable by the tenant) on the same terms and conditions (the "Caesars Master Lease").

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent and annual building base rent, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25 % in the fifth and sixth lease years, 1.75 % in the seventh and eighth lease years and 2 % in the ninth lease year and each lease year thereafter, (v) subject to the satisfaction of certain conditions, permit Caesars to elect to replace the Tropicana Evansville and/or Trop Casino Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, was at least equal to the value of Tropicana Evansville or Trop Casino Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in Belle of Baton Rouge and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay.

The effectiveness of the Amended and Restated Caesars Master Lease was subject to the review and approval of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance notice periods which conditions were satisfied on July 23, 2020.

On December 18, 2020, the Company and Caesars entered into an amendment to the Amended and Restated Caesars Master Lease (as amended, the "Second Amended and Restated Caesars Master Lease") in connection with the completion of an Exchange Agreement (the "Exchange Agreement") with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $ 5.7 million.

In connection with the Exchange Agreement, the annual building base rent was increased to $ 62.5 million and the annual land component was increased to $ 23.7 million.

The Exchange Agreement resulted in a non-cash gain of $ 41.4 million in the fourth quarter of 2020, which represented the difference between the fair value of the properties received compared to the carrying value of Tropicana Evansville and the cash payment made.

On December 18, 2020, the Company and Caesars amended and restated the Amended and Restated Caesars Master Lease (as amended and restated, the "Second Amended and Restated Caesars Master Lease") in connection with the completion of an Exchange Agreement (the "Exchange Agreement") with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $ 5.7 million.

In connection with the Exchange Agreement, the annual building base rent and the annual land base rent were increased.

On November 13, 2023, the Company and Caesars amended and restated the Second Amended and Restated Caesars Master Lease (as amended and restated "the "Third Amended and Restated Caesars Master Lease") in connection with Caesars selling its interest in the Belle of Baton Rouge to Casino Queen with no change in rent obligation to the Company.

See Note 12 for further discussion.

Horseshoe St.

5 unchanged sentences

Louis property terminated and the loan became unsecured.

On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the Horseshoe St.

On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the real estate assets of Horseshoe St.

Louis property in satisfaction of the CZR loan.

On September 29, 2020, the transaction closed and we entered into a new triple net lease with Caesars (the "Horseshoe St.

On September 29, 2020, the transaction closed and the Company entered into a new single property triple net lease with Caesars (the "Horseshoe St.

Louis Lease") the initial term of which expires on October 31, 2033, with four separate renewal options of five years each, exercisable at the tenant's option.

3 unchanged sentences

On June 3, 2021, the Company completed its previously announced transaction pursuant to which a subsidiary of Bally's acquired 100% of the equity interests in the Caesars subsidiary that currently operates Tropicana Evansville and the Company reacquired the real property assets of Tropicana Evansville from Caesars for a cash purchase price of approximately $ 340.0 million.

In addition, the Company purchased the real estate assets of Dover Downs Hotel & Casino from Bally's for a cash purchase price of approximately $ 144.0 million.

The real estate assets of these two facilities were added to a new triple net master lease (the "Bally's Master Lease") which has an initial term of 15 years, with no purchase option, followed by four five-year renewal options (exercisable by the tenant) on the same terms and conditions.

On April 1, 2022, the Company completed the previously announced acquisition from Bally's of the land and real estate assets of Bally's three Black Hawk Casinos in Black Hawk, Colorado and Bally's Quad Cities Casino & Hotel in Rock Island, Illinois for $ 150 million in total consideration.

These properties were added to the existing Bally's Master Lease and the initial rent for the lease was increased by $ 12.0 million on an annual basis, subject to the escalation clauses described above.

On January 3, 2023, the Company closed its previously announced acquisition from Bally's of the land and real estate assets of Bally's Hard Rock Hotel & Casino ("Bally's Biloxi") and Bally's Tiverton Casino & Hotel ("Bally's Tiverton") for $ 635.0 million in total consideration, inclusive of $15 million in the form of OP units.

These properties were added to the Company's existing Master Lease with Bally's.

The initial annual rent for the lease was increased by $ 48.5 million on an annual basis, subject to contractual escalations based on the Consumer Price Index ("CPI"), with a 1% floor and 2% ceiling, subject to the CPI meeting a 0.5% threshold.

In connection with GLPI’s commitment to consummate the Bally’s acquisitions, it also agreed to pre-fund, at Bally’s election, a deposit of up to $ 200.0 million, which was funded in September 2022 and recorded in Other assets on the Consolidated Balance Sheet at December 31, 2022.

In addition, the Company purchased the real estate assets of Dover Downs Hotel & Casino (now Bally's Dover Casino Resort) from Bally's for a cash purchase price of approximately $ 144.0 million.

The real estate assets of these two facilities were added to a new triple net master lease (the "Bally's Master Lease") the annual rent of which is subject to contractual escalations based on the Consumer Price Index ("CPI") with a 1 % floor and a 2 % ceiling, subject to the CPI meeting a 0.5 % threshold.

The Bally's Master Lease has an initial term of 15 years, with no purchase option, followed by four 5 year renewal options (exercisable by the tenant) on the same terms and conditions.

On April 1, 2022 and January 3, 2023, the Company completed the acquisitions of the real estate assets of Bally's Black Hawk, Bally's Quad Cities, Bally's Biloxi, and Bally's Tiverton.

These properties were added to the existing Bally's Master Lease with annual rent increases that are subject to the escalation clauses described above.

In connection with GLPI’s commitment to consummate the Bally’s Biloxi and Bally's Tiverton acquisitions, the Company also agreed to pre-fund, at Bally’s election, a deposit of up to $ 200.0 million, which was funded in September 2022 and recorded in Other assets on the Condensed Consolidated Balance Sheet at December 31, 2022.

This amount was credited to GLPI along with a $9.0 million transaction fee payable at closing which occurred on January 3, 2023.

The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Twin River Lincoln Casino Resort ("Bally's Lincoln") prior to December 31, 2026 for a purchase price of $ 771.0 million and additional rent of $ 58.8 million.

See Note 18 for further details.

Tropicana Las Vegas Lease

On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property associated with the Tropicana Las Vegas Hotel & Casino, Inc.

("Tropicana Las Vegas") from PENN in exchange for rent credits of $ 307.5 million, which were applied against future rent obligations due under the parties' existing leases during 2020.

On September 26, 2022, Bally’s acquired both GLPI’s building asset 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, which resulted in a pre-tax gain of $ 67.4 million, $ 52.8 million after-tax.

GLPI retained ownership of the land and concurrently entered into a ground lease for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options) with initial annual rent of $ 10.5 million.

On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property associated with the Tropicana Las Vegas from PENN in exchange for $ 307.5 million of rent credits which were applied against future rent obligations due under the parties' existing leases during 2020.

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, which resulted in a pre-tax gain of $ 67.4 million, $ 52.8 million after-tax.

GLPI retained ownership of the land and concurrently entered into a ground lease for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options).

All rent is subject to contractual escalations based on the CPI, with a 1 % floor and 2 % ceiling, subject to the CPI meeting a 0.5 % threshold.

The ground lease is supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease (the "Tropicana Las Vegas Lease").

On May 13, 2023 the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s, and Athletics Holdings LLC (“Athletics”), which owns the Major League Baseball (“MLB”) team currently known as the Oakland Athletics (the “Team”), entered into a binding letter of intent (the “LOI”) setting forth the terms for developing a stadium that would serve as the home venue for the Team (the “Stadium”).

The Stadium is expected to complement the potential resort redevelopment envisioned at our 35 -acre property in Clark County, Nevada (the “Tropicana Site”), owned indirectly by GLPI through its indirect subsidiary, Tropicana Land LLC, a Nevada limited liability company and leased by GLPI to Bally’s pursuant to the Tropicana Las Vegas Lease.

The LOI allows for Athletics to be granted fee ownership by GLPI of approximately 9 acres of the Tropicana Site for construction of the Stadium.

The LOI provides that following the Stadium site transfer, there will be no reduction in the rent obligations of Bally’s on the remaining portion of the Tropicana Site or other modifications to the ground lease, and that to the extent GLPI has any consent or approval rights under the Tropicana Las Vegas Lease, such rights shall remain enforceable unless expressly modified in writing in the definitive documents.

Bally's and GLPI are agreeing to provide the Stadium site transfer in exchange for the benefits that the Stadium is expected to bring to the Tropicana Site.

The LOI provides that Athletics shall pay all the costs associated with the design, development, and construction of the Stadium and Bally’s shall pay all costs for the redevelopment of the casino and hotel resort amenities.

GLPI is expected to commit to up to $ 175.0 million of funding for hard construction costs, such as demolition and site preparation and build out of minimum public spaces needed for utilization of the Stadium.

The LOI provides that during the development period, rent will be due at 8.5 % of what has been funded, provided that the first $ 15.0 million advanced for the costs of construction of the food, beverage and retail entrance plaza shall not be subject to increased rent.

GLPI may have the opportunity to fund additional amounts of the construction under certain circumstances.

In addition, the LOI provides that the transaction will be subject to customary approvals and other conditions, including, without limitation, approval of a master plan for the site and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission.

Morgantown Lease

On October 1, 2020, the Company and PENN closed on their previously announced transaction whereby GLPI acquired the land under PENN's gaming facility under construction in Morgantown, Pennsylvania in exchange for $ 30.0 million in rent credits that were fully utilized by PENN in the fourth quarter of 2020.

The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years, followed by six 5-year renewal options exercisable by the tenant (the "Morgantown Lease").

Casino Queen Master Lease

The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years, followed by six 5-year renewal options exercisable by the tenant.

In lease years two and three rent increased by 1.5 % annually (and on a prorated basis for the remainder of the lease year in which the gaming facility opened) and commencing on the fourth anniversary of the opening date and for each anniversary thereafter (i) 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 (ii) if the CPI increase is less than 0.5 % for such lease year, then the rent shall not increase for such lease year (the "Morgantown Lease").

Hollywood Casino Morgantown opened on December 22, 2021.

Third Amended and Restated Casino Queen Master Lease

On November 25, 2020, the Company entered into a definitive agreement to sell the operations of its Hollywood Casino Baton Rouge to Casino Queen for $ 28.2 million (the "HCBR transaction").

The HCBR transaction closed on December 17, 2021 which resulted in a pre-tax gain of $ 6.8 million (loss of $ 7.7 million after tax) for the year ended December 31, 2021.

The HCBR transaction closed on December 17, 2021.

The Company retained ownership of all real estate assets at Hollywood Casino Baton Rouge and simultaneously entered into a triple net master lease with Casino Queen, which includes the Casino Queen property in East St.

Louis that was leased by the Company to Casino Queen and the Hollywood Casino Baton Rouge facility ("Casino Queen Master Lease").

The initial annual cash rent is $ 21.4 million and the lease has an initial term of 15 years with four 5-year renewal options exercisable by the tenant on the same terms and conditions.

This rental amount will be increased annually by 0.5% for the first six years.

Louis that was leased by the Company to Casino Queen and the Hollywood Casino Baton Rouge facility (the "Second Amended and Restated Casino Queen Master Lease").

The lease has an initial term of 15 years with four 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

The annual rent increases by 0.5 % for the first six years.

Beginning with 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 increase is less than 0.25 % then rent will remain unchanged for such lease year.

Additionally, the Company will complete the current landside development project that is in process and the rent under the Casino Queen Master Lease will be adjusted upon delivery to reflect a yield of 8.25 % on GLPI's project costs.

The Company will also have a right of first refusal with Casino Queen for other sale leaseback transactions up to$ 50.0 million until December 2023.

Finally, in 2021, GLPI forgave the unsecured $13.0 million, 5.5 year term loan made to CQ Holding

Company, Inc., an affiliate of Casino Queen, which was previously written off in return for a one-time cash payment of $4 million which was recorded in provision for credit losses, net, for the year ended December 31, 2021.

Perryville Lease

On December 15, 2020, the Company announced that PENN exercised its option to purchase from the Company the operations of our Hollywood Casino Perryville, located in Perryville, Maryland, for $ 31.1 million.

The transaction closed on July 1, 2021, which resulted in a pre-tax gain of $ 15.6 million ($ 11.3 million after tax) for the year ended December 31, 2021.

The Company retained ownership of all the real estate assets of Hollywood Casino Perryville and simultaneously entered into a triple net lease with PENN (the "Perryville Lease").

As described in Note 18, the Perryville Lease was terminated during 2023 and the real estate associated with the property became part of a new master lease with PENN.

Additionally, the Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023 and the rent under the Second Amended and Restated Casino Queen Master Lease was adjusted upon opening to reflect a yield of 8.25 % on GLPI's project costs of $77 million.

Also pursuant to an amendment to the Second Amended and Restated Casino Queen Master Lease, the Company acquired the land and certain improvements at Casino Queen Marquette for $ 32.72 million as of September 6, 2023 and annual rent was increased by $ 2.7 million for this acquisition.

Additionally, the Company anticipates funding certain construction costs for an amount not to exceed $ 12.5 million, for a landside development project at Casino Queen Marquette.

The rent will be adjusted to reflect a yield of 8.25 % for the funded project costs.

The Second Amended and Restated Casino Master Lease was subsequently amended and restated on November 13, 2023 (the "Third Amended and Restated Casino Queen Master Lease").

Maryland Live!

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Casino & Hotel Philadelphia and Live!

Casino Pittsburgh for $ 689 million and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (the "Pennsylvania Live!

Casino Pittsburgh for $ 689 million 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").

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Lease both have initial lease terms of 39 years, with a maximum term of 60 years inclusive of tenant renewal options.

The annual rent for the Maryland Live!

Lease is $ 75.0 million and the Pennsylvania Live!

Master Lease is $ 50 million, both of which have a 1.75 % fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

The annual rent for both leases has a 1.75 % fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

Rockford Lease

On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that upon opening is intended to be managed by Hard Rock, from an affiliate of 815 Entertainment, LLC (together, "815 Entertainment") for $ 100.0 million.

Simultaneously with the land acquisition, GLPI entered into a ground lease with 815 Entertainment for a 99 year term.

The initial annual rent for the ground lease is $ 8.0 million, subject to fixed 2 % annual escalation beginning with the lease's first anniversary and for the entirety of its term (the "Rockford Lease").

In addition to the Rockford Lease, the Company has also committed to providing up to $ 150 million of development funding via a senior secured delayed draw term loan (the "Rockford Loan").

Borrowings under the Rockford Loan will be subject to an interest rate of 10 %.

The Rockford Loan has a maximum outstanding period of up to 6 years ( 5-year initial term with a 1-year extension).

The Rockford Loan is prepayable without penalty following the opening of the Hard Rock Casino in Rockford, IL, which is expected in September 2024.

The Rockford Loan advances are subject to typical construction lending terms and conditions.

As of December 31, 2023, $ 40.0 million was advanced and outstanding under the Rockford Loan.

Additionally, the Company also received a right of first refusal on the building improvements of the Hard Rock Casino in Rockford, IL if there is a future decision to sell them once completed.

Summary of Significant Accounting Policies

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Actual results may differ from those estimates.

Certain prior period amounts have been reclassified to conform to the current period presentation.

Specifically, property and equipment, net, is now classified in other assets on the Consolidated Balance Sheets, accounts payable has been combined with dividend payable and accrued expenses and finally, gaming, property and other taxes and income taxes payable were reclassified to other liabilities on the Consolidated Balance Sheets.

Principles of Consolidation and Non-controlling interest

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Generally, we would recognize interest income to the extent the tenant is not more than 90 days delinquent on their rental obligations.

We have concluded that the Company's Maryland Live!

Lease and Pennsylvania Live!

Lease were required to be accounted for as Investment in leases - financing receivable on the Consolidated Balance Sheets in accordance with ASC 310, since control of the underlying assets was not considered to have transferred to the Company under GAAP given the significant initial term of each of the leases of 39 years.

Real Estate Loans and Other Loans Receivable

The Company may periodically loan funds to casino owner-operators for the purchase of gaming related real estate and/or operations.

Loans for the purchase of real estate assets of gaming-related properties are classified as real estate loans on the Company's Consolidated Balance Sheets, while loans for an operator's general operations are classified as loans receivable on the Company's Consolidated Balance Sheets.

Loans receivable are recorded on the Company's Consolidated Balance Sheets at carrying value which approximates fair value since collection of principal is reasonably assured.

Interest income related to real estate loans is recorded as interest income from real estate loans within the Company's consolidated statements of income in the period earned, whereas interest income related to other loans receivable is recorded as non-operating interest income within the Company's consolidated statements of income in the period earned.

The Company had no such loans outstanding at December 31, 2022 or December 31, 2021.

Certain of the Company's leases were required to be accounted for as Investment in leases - financing receivable on the Consolidated Balance Sheets in accordance with ASC 310, since control of the underlying assets was not considered to have transferred to the Company under GAAP given the significant initial term of each of the leases.

Real Estate Loans

The Company may periodically loan funds to casino owner-operators for the purchase or construction of gaming related real estate.

Loans for the construction or purchase of real estate assets of gaming related properties are classified as real estate loans on the Company's Consolidated Balance Sheets.

Interest income related to real estate loans is recorded as interest income from real estate loans within the Company's Consolidated Statements of Income in the period earned.

Generally, we would recognize interest income to the extent the loan is not more than 90 days delinquent.

Lease Assets and Lease Liabilities

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In the instance of the Company's ground leases associated with its tenant occupied properties, the Company has included all available renewal options in the lease term, as it intends to renew these leases indefinitely.

The Company accounts for the lease and nonlease components (as necessary) of its leases of all classes of underlying assets as a single lease component.

Company accounts for the lease and nonlease components (as necessary) of its leases of all classes of underlying assets as a single lease component.

Leases with a term of 12 months or less are not recorded on the Company's Consolidated Balance Sheets.

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O ther Assets

Other assets primarily consists of accounts receivable and deferred compensation plan assets (See Note 11 for further details on the deferred compensation plan).

Other assets also include prepaid expenditures for goods or services before the goods are used or the services are received.

These amounts are deferred and charged to operations as the benefits are realized and primarily consist of prepayments for insurance, property taxes and other contracts that will be expensed during the subsequent year.

Other assets at December 31, 2022 included a $ 200 million deposit that was prefunded to Bally's in September 2022.

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See Note 6 for further details.

Excluding this deposit, other assets primarily consists of accounts receivable and deferred compensation plan assets (See Note 11 for further details on the deferred compensation plan).

Other assets also include prepaid expenditures for goods or services before the goods are used or the services are received.

Debt Issuance Costs and Bond Premiums and Discounts

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Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date.

Assets and liabilities recorded at fair value are classified based upon the

level of judgment associated with the inputs used to measure their fair value.

Assets and liabilities recorded at fair value are classified based upon the level of judgment associated with the inputs used to measure their fair value.

ASC 820 - Fair Value Measurements and Disclosures ("ASC 820") establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach).

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Gaming revenue generated by the TRS Properties mainly consisted of revenue from slot machines and to a lesser extent, table game and poker revenue.

Gaming revenue from slot machines is the aggregate net difference between gaming wins

and losses with liabilities recognized for funds deposited by customers before gaming play occurs, for "ticket-in, ticket-out" coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots.

Gaming revenue from slot machines is the aggregate net difference between gaming wins and losses with liabilities recognized for funds deposited by customers before gaming play occurs, for "ticket-in, ticket-out" coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots.

Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increase.

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Other revenues at the TRS Properties are derived from the properties' dining, retail and certain other ancillary activities and revenue for these activities is recognized as services are performed.

As of December 31, 2021, the Company no longer operates gaming assets and therefore gaming revenue will no longer be recorded.

As of December 31, 2021, the Company no longer operates gaming assets and therefore gaming revenue is no longer recorded.

Allowance for Credit Losses

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

The Company's adoption of Accounting Standards Update ASU 2016-13 on January 1, 2020 did not result in the Company recording any allowances against its real estate loans for expected losses.

We have elected to use an econometric default and loss rate model to estimate the Allowance for credit losses, or CECL allowance.

This model requires us to calculate and input lease and property-specific credit and performance metrics which in conjunction with forward-looking economic forecasts, project estimated credit losses over the life of the lease or loan.

The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding investment in lease balance.

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our Investment in lease, financing receivables.

We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD for this financing receivable.

The PD and LGD are estimated during the initial term of the leases.

The PD and LGD estimates for the lease term were developed using current financial condition forecasts.

The PD and LGD predictive model was developed using the average historical default rates and historical loss rates, respectively, of over 100,000 commercial real estate loans dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's financing receivables.

Management will monitor the credit risk related to its financing receivables by obtaining the rent coverage on the leases on a periodic basis.

The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant.

The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding investment.

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our investments subject to CECL.

We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD.

The PD and LGD are estimated during the initial term of the instruments subject to CECL.

The PD and LGD estimates were developed using current financial condition forecasts.

Management will monitor the credit risk related to its instruments subject to CECL by obtaining the applicable rent and interest coverage on a periodic basis.

The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant or borrower.

We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease portfolio.

Our tenants are current on all of their rental obligations as of December 31, 2022.

The CECL allowance is recorded as a reduction to our net Investments in leases - financing receivables, on our Consolidated Balance Sheets.

We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Consolidated Statement of Income for the relevant period.

Our tenants and borrowers are current on all of their obligations as of December 31, 2023.

The CECL allowance is recorded as a reduction to our net Investments in leases - financing receivables and real estate loans, on our Consolidated Balance Sheets.

We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the provision for credit losses, net, in the Consolidated Statement of Income for the relevant period.

Finally, each time the Company makes a new investment in an asset subject to ASC 326, the Company will be required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Consolidated Statement of Income for the relevant period.

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This expense is recognized ratably over the requisite service period following the date of grant.

The fair value of the Company's time-based restricted stock awards is equivalent to the closing stock price on the day

prior to grant.

The fair value of the Company's time-based restricted stock awards is equivalent to the closing stock price on the day prior to grant.

The Company utilizes a third-party valuation firm to measure the fair value of performance-based restricted stock awards at grant date using the Monte Carlo model.

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See Note 13 for further information related to stock-based compensation.

The Company's TRS are able to engage in activities resulting in income that would not be qualifying income for a REIT.

As a result, certain activities of the Company which occur within its TRS are subject to federal and state income taxes.

The Company's TRS were able to engage in activities resulting in income that would not be qualifying income for a REIT.

As a result, certain activities of the Company which occured within its TRS are subject to federal and state income taxes.

The Company accounts for income taxes in accordance with ASC 740 - Income Taxes ("ASC 740").

Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized.

ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it

is more likely than not that some portion or all of the deferred tax assets will not be realized.

The realizability of the deferred tax assets is evaluated by assessing the valuation allowance and by adjusting the amount of the allowance, if any, as necessary.

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Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares, unvested performance-based restricted shares and the dilutive effect of the Company's forward sale agreement as described in Note 16.

The effect of the conversion of the Operating Partnership ("OP") units to common shares is excluded from the computation on basic and diluted earnings per share because all net income attributable to the Noncontrolling interest holders are recorded as income attributable to non-controlling interests, thus is excluded from net income available to common shareholders.

The effect of the conversion of the Operating Partnership ("OP") units to common shares is excluded from the computation of basic and diluted earnings per share because all net income attributable to the Noncontrolling interest holders are recorded as income attributable to non-controlling interests, thus it is excluded from net income available to common shareholders.

See Note 15 for further details on the Company's earnings per share calculations.

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As described in Note 1, due to the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge in 2021, 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, as of January 1, 2022, the Company has one reportable segment.

The operating results of the Company's real estate investments are reviewed in the aggregate using the Company's consolidated financial statements, by the Company's chief executive officer who is the chief operating decision maker (as such term is defined in ASC 280 - Segment Reporting).

Concentration of Credit Risk

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Additionally, concentrations of credit risk may arise when revenues of the Company are derived from a small number of tenants.

As of December 31, 2022, substantially all of the Company's real estate properties were leased to PENN, Cordish, Caesars, Boyd an d Bally's.

During the year ended December 31, 2022, approximately 65%,11%, 9%, 8% and 5% of the Company's collective income from real estate was derived from tenant leases with PENN, Cordish, Caesars, Boyd and Bally's respectively.

PENN, Caesars, Boyd and Bally's 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,Caesars, Boyd and Bally's respective websites for further financial information on these companies.

As of December 31, 2023, substantially all of the Company's real estate properties were leased to PENN, Cordish, Caesars, Bally's an d Boyd.

During the year ended December 31, 2023, approximately 62%, 11%, 9%, 9% and 8% of the Company's collective income from real estate was derived from tenant leases with PENN, Cordish, Caesars, Bally's and Boyd respectively.

PENN, Caesars, Bally's and Boyd 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,Caesars, Bally's and Boyd respective websites for further financial information on these companies.

Other than the Company's tenant concentration, management believes the Company's portfolio was reasonably diversified by geographical location and did not contain any other significant concentrations of credit risk.

As of December 31, 2023, the Company's portfolio of 61 properties is diversified by location across 18 states.

Financial instruments that subject the Company to credit risk consist of cash and cash equivalents, accounts receivable, real estate loans and other loans receivable.

Financial instruments that subject the Company to credit risk consist of cash and cash equivalents, Investment in leases, financing receivables and real estate loans.

The Company's policy is to limit the amount of credit exposure to any one financial institution and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk.

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New Accounting Pronouncements

Pending Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting" - Improvements to Reportable Segment Disclosures." ASU 2023-07 improves disclosure about a public entity's reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment's expenses.

The provisions in this amendment are applicable to all public entities, even those with a single reportable segment.

The standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted.

The Company continues to evaluate the impact of the guidance, but does not expect the adoption of ASU 2023-07 to have a material impact on the Company's financial statements and disclosures.

Accounting Pronouncements Adopted in 2022

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Real Estate Investments

Real estate investments, net, represent investments in 57 rental properties and the corporate headquarters building and is summarized as follows:

Real estate investments, net, represent investments in rental properties and the corporate headquarters building (excluding our investments in transactions accounted for as real estate loans and investment in leases, financing receivables that are described in Notes 5 and 6, respectively) and is summarized as follows:

2023 December 31,

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Real estate investments, net $ 8,168,792 $ 7,707,935

During 2022, the Company entered into an agreement and completed the sale of excess land for approximately $3.5 million that had a carrying value of $6.8 million and as such the Company recorded an impairment charge for the year ended December 31, 2022.

Assets Held for Sale

On April 13, 2021, Bally’s agreed to acquire both GLPI’s non-land real estate 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 will retain ownership of the land and concurrently enter into a ground lease for 50 years with initial annual rent of $ 10.5 million.

The ground lease will be supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease.

This transaction closed on September 26, 2022 and the Company recorded a pre-tax gain of $ 67.4 million, $ 52.8 million after-tax, on the sale of the building.

At December 31, 2021, the Company classified the building value of Tropicana Las Vegas which totaled $ 77.7 million, in Assets held for sale and the land value in Real estate investments, net on the Consolidated Balance Sheet since the transaction was expected to close within 12 months.

The Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023.

The Company also acquired land and certain real estate assets of Bally's Biloxi, Bally's Tiverton and Casino Queen Marquette in 2023, as well as land in Joliet and Aurora, Illinois for PENN's development projects.

Real estate loans, net

As discussed in Note 1, the Company entered into the Rockford Loan during the year ended December 31, 2023 and $ 40.0 million of the $ 150 million commitment was drawn as of December 31, 2023.

The Rockford Loan has a 10 % interest rate and a maximum outstanding period of up to 6 years ( 5-year initial term with a 1-year extension).

The following is a summary of the balances of the Company's Real estate loans, net.

(in thousands)

Real estate loans $ 40,000

Allowance for credit losses ( 964 )

Real estate loans, net $ 39,036

The change in the allowance for credit losses for the Company's Real estate loans is shown below (in thousands):

Rockford Loan

Balance at December 31, 2022

Change in allowance ( 964 )

Ending balance at December 31, 2023

The Rockford Loan is subject to CECL, which is described in Note 7.

The Company recorded provision for credit losses of $ 1.0 million and $ 2.6 million on the Rockford Loan and the associated $ 110 million unfunded loan commitment, respectively, for the year ended December 31, 2023.

The reserve for the unfunded loan commitment was recorded in other liabilities on the Consolidated Balance Sheets.

The borrower is current on its loan obligation as of December 31, 2023.

The Company accounts for its acquisitions of real estate assets as asset acquisitions under ASC 805 - Business Combinations .

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Current year acquisitions

On January 3, 2023, the Company closed its previously announced acquisition from Bally's of the land and real estate assets of Bally's Biloxi and Bally's Tiverton.

The properties were added to the Bally's Master Lease and annual rent was increased by $ 48.5 million.

The purchase price allocation of these assets based on their fair values at the acquisition date are summarized below (in thousands).

Land and improvements $ 321,155

Building and improvements 306,100

Total purchase price $ 627,255

At closing, the Company was credited its previously funded $ 200 million deposit that was recorded in other assets at December 31, 2022 as well as a $9.0 million transaction fee that was recorded against the purchase price.

The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Lincoln prior to December 31, 2026 for a purchase price of $ 771.0 million and additional annual rent of $ 58.8 million.

On August 29, 2023, the Company acquired the land associated with a development project in Rockford, IL, that upon opening is intended to be managed by Hard Rock, from an affiliate of 815 Entertainment, LLC.

Simultaneously with the land acquisition, GLPI entered into the Rockford Lease.

The transaction was accounted for as a failed sale leaseback and as such the purchase price was allocated to Investment in leases, financing receivables in the amount of $ 100.2 million.

On September 6, 2023, the Company acquired the land and certain improvements at Casino Queen Marquette for $ 32.72 million.

The property was added to the Third Amended and Restated Casino Queen Master Lease and annual rent was increased by $ 2.7 million.

The purchase price allocation of these assets based on their fair values at the acquisition date are summarized below (in thousands).

Land and improvements $ 32,032

Building and improvements 690

Total purchase price $ 32,722

Prior year acquisitions

On March 1, 2022, the Company completed its previously announced transaction with Cordish to acquire the real property assets of Live!

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Real estate investments, net $ 150,126

Prior year acquisitions

As described in Note 1, the Company acquired the real property assets of Live!

Casino & Hotel Maryland, on December 29, 2021.

The purchase price allocation of these assets and liabilities based on their fair values at the acquisition date are summarized below (in thousands)

Investment in leases, financing receivables $ 1,213,896

Lease Liabilities ( 53,309 )

Total Purchase Price $ 1,160,587

The table above excludes the reserve for financing receivables of $ 12.2 million that was recorded through the Consolidated Statement of Operations for the year ended December 31, 2021.

As previously discussed in Note 1, on June 3, 2021, the Company completed its previously announced transaction with Bally's in which the real estate assets of Tropicana Evansville and Dover Downs Hotel & Casino were acquired.

The purchase price allocation of these assets based on their fair values at the acquisition date are summarized below (in thousands).

Land and improvements $ 219,579

Building and improvements 201,430

Real estate investments, net 421,009

Right-of-use assets and land rights, net 101,813

Lease liabilities ( 35,372 )

Total purchase price $ 487,450

Investment in leases, financing receivables, net

In connection with the Maryland Live!

Lease that became effective on December 29, 2021 and the Pennsylvania Live!

Master Lease that became effective on March 1, 2022, the Company recorded an investment in leases, financing receivables, net, as the sale lease back transaction was accounted for as a failed sale leaseback.

Certain of the Company's leases are recorded as an Investment in leases, financing receivables, net, as the sale lease back transactions were accounted for as failed sale leasebacks due to the leases significant initial lease terms.

The following is a summary of the balances of the Company's investment in leases, financing receivables (in thousands).

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Total $ 9,088,298

The Company follows ASC 326 “Credit Losses” (“ASC 326”), which requires that the Company measure and record current expected credit losses (“CECL”), the scope of which includes our Investment in leases - financing receivables, net, which do not include any unfunded commitments.

The Company has elected to use an econometric default and loss rate model to estimate the allowance for credit losses, or CECL allowance.

The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding investment in lease balance.

Expected losses within our cash flows are determined by estimating the PD and LGD of our Investment in leases - financing receivables, net.

We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD.

The PD and LGD are estimated during the initial term of the leases.

The PD and LGD estimates for the lease term were developed using current financial condition forecasts.

Management will monitor the credit risk related to its financing receivable by obtaining the rent coverage on the lease on a periodic basis.

The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant.

We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease portfolio.

Our tenants were current on all of their rental obligations as of December 31, 2022 and December 31, 2021, respectively.

The change in the allowance for credit losses for the Company's financing receivables is illustrated below (in thousands):

Maryland Live!

Rockford Lease Maryland Live!

Lease Pennsylvania Live!

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Ending balance at December 31, 2022 $ — $ 4,095 $ 15,029 $ 19,124

Initial allowance from current period investments 3,867 — — 3,867

Current period change in credit allowance ( 1,193 ) 1,566 ( 1,393 ) ( 1,020 )

Ending balance at December 31, 2023 $ 2,674 $ 5,661 $ 13,636 $ 21,971

The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of December 31, 2023 (in thousands):

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Allowance as a percentage of outstanding financing receivable ( 2.65 ) % ( 1.93 ) % ( 0.46 ) % ( 1.07 ) %

The Company recorded an initial allowance for credit losses of $32.3 million on the Pennsylvania Live!

During the year ended December 31, 2023, the Company recorded a provision for credit losses, net of $ 6.5 million.

The primary reason for the current year provision was related to the Rockford Lease and the Rockford Loan and related loan commitment (See Note 5 for further discussion).

During the year ended December 31, 2022, the Company recorded a provision for credit losses, net of $ 6.9 million.

This was due to an initial allowance for credit losses of $32.3 million on the Pennsylvania Live!

Master Lease which was originated on March 1, 2022.

During the year ended December 31, 2022, the Company received an updated earnings forecast from its tenant for the properties comprising both the Maryland Live!

However, this initial provision was partially offset due to improved performance and an updated earnings forecast from its tenant at the properties comprising both the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease.

This resulted in improved rent coverage ratios in its reserve calculation which led to a reduction in the required reserves for both financing receivables.

The reason for the higher allowance for credit losses as a percentage of the outstanding investment in leases for the Pennsylvania Live!

This resulted in improved rent coverage ratios in the reserve calculation which led to a reduction in the required reserves for both financing receivables.

The reason for the higher allowance for credit losses as a percentage of the outstanding investment in leases for the

Rockford Lease and Pennsylvania Live!

Master Lease compared to the Maryland Live!

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Lease compared to the Pennsylvania Live!

Master Lease.

Future changes in economic probability factors and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

Master Lease and the expected coverage ratio on the Rockford Lease.

Future changes in economic probability factors, changes in the estimated value of our real estate property and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

Lease Assets and Lease Liabilities

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For certain of these ground leases, the Company’s tenants are responsible for payment directly to the third-party landlord.

Under ASC 842, the Company is required to gross-up its consolidated financial statements for these ground leases as the Company is considered the primary obligor.

Under ASC 842, the Company is required to gross-up its consolidated financial statements for these ground leases as the Company is considered the primary

In conjunction with the adoption of ASU 2016-02 on January 1, 2019, the Company recorded right-of-use assets and related lease liabilities on its Consolidated Balance Sheet to represent its rights to use the underlying leased assets and its future lease obligations, respectively, including for those ground leases paid directly by our tenants.

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Right-of-use assets - operating leases (1)

$ 196,254 $ 181,243

Land rights, net 639,270 652,824

Right-of-use assets and land rights, net $ 835,524 $ 834,067

(1) During the year ended December 31, 2023, the Company acquired certain real estate assets at the Belle at Baton Rouge and the previously recorded right-of-use assets and related accumulated amortization associated with the ground leases at this property totaling $0.4 million were written off.

The land rights are amortized over the individual lease term of the related ground lease, including all renewal options, which ranged from 10 years to 92 years at their respective acquisition dates.

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Land rights (2)

$ 727,114 $ 727,796

Less accumulated amortization (2)

( 87,844 ) ( 74,972 )

Land rights, net $ 639,270 $ 652,824

(2) During the year ended December 31, 2023, the Company acquired certain real estate assets at the Belle at Baton Rouge and the previously recorded land rights and related accumulated amortization associated with the ground leases at this property totaling $0.7 million were written off.

During the year ended December 31, 2022, the Company recorded $2.7 million of accelerated land right amortization as it donated a portion of the land underlying a ground lease.

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Variable lease cost

19,757 19,755

Short-term lease cost — 2

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$ 1,618 $ 1,617

Right-of-use assets obtained in exchange for new lease obligations:

Operating leases $ — $ 35,372

(1) The Company's cash paid for operating leases is significantly less than the lease cost for the same period due to the majority of the Company's ground lease rent being paid directly to the landlords by the Company's tenants.

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real estate property the Company owns related to the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease.

initial fair value was the price paid by the Company to acquire the real estate.

The initial fair value is then adjusted for changes

in the commercial real estate price index and as such is a Level 3 measurement as defined under ASC 820.

Lease, the Pennsylvania Live!

Master Lease, and the Rockford Lease.

The initial fair value was the price paid by the Company to acquire the real estate.

The initial fair value is then adjusted for changes in the commercial real estate price index and as such is a Level 3 measurement as defined under ASC 820.

Deferred Compensation Plan Assets

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Deferred compensation plan assets are included within other assets on the Consolidated Balance Sheets.

Real Estate Loans, net

The fair value of the real estate loans approximates the gross carrying value of the Company's real estate loans, as

collection on the outstanding loan balance is reasonably assured and the loan was recently originated on market based terms.

The fair value measurement of the real estate loans is considered a Level 3 measurement as defined in ASC 820.

Long-term Debt

The fair value of the Senior Notes are estimated based on quoted prices in active markets and as such are Level 1 measurements as defined under ASC 820.

The fair value of the obligations in our Amended Credit Facility is based on indicative pricing from market information (Level 2 inputs).

The fair value of the obligations in our Amended Credit Agreement is based on indicative pricing from market information (Level 2 inputs).

The estimated fair values of the Company’s financial instruments are as follows (in thousands):

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Investment in leases, financing receivables, net 2,023,606 1,969,326 1,903,195 1,900,971

Real estate loans, net 39,036 40,299 — —

Deferred compensation plan assets

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Long-term debt:

Senior unsecured credit facility — — 424,019 424,019

Credit Agreement and Term Loan Credit Facility 600,000 600,000 — —

Senior unsecured notes 6,075,000 5,816,919 6,175,000 5,715,963

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(in thousands)

Unsecured revolver $ — $ —

Unsecured term loans A-2 — 424,019

Term Loan Credit Facility — —

Unsecured $1,750 million revolver $ — $ —

Term Loan Credit Facility due September 2027 600,000 —

$ 500 million 5.375 % senior unsecured notes due November 2023

500,000 500,000

$ 400 million 3.350 % senior unsecured notes due September 2024

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800,000 800,000

$ 400 million 6.750 % senior unsecured notes due December 2033

Other 434 583

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The loans under the Term Loan Credit Facility may be used solely to finance a portion of the purchase price of the acquisition of one or more specified properties of Bally’s in one or a series of related transactions (the “Acquisition”) and to pay fees, costs and expenses incurred in connection therewith.

As described in Note 19, the Company drew down the entire $600 million Term Loan Credit Facility on January 3, 2023 in connection with the acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton.

Subject to customary conditions, including pro forma compliance with financial covenants, GLP Capital can obtain additional term loan commitments and incur incremental term loans under the Term Loan Credit Agreement, so long as the aggregate principal amount of all term loans outstanding under the Term Loan Credit Facility does not exceed $1.2 billion plus up to $60 million of transaction fees and costs incurred in connection with the Acquisition.

The Company drew down the entire $600 million Term Loan Credit Facility on January 3, 2023 in connection with the acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton.

aggregate principal amount of all term loans outstanding under the Term Loan Credit Facility does not exceed $1.2 billion plus up to $60 million of transaction fees and costs incurred in connection with the Acquisition.

There is currently no commitment in respect of such incremental loans and commitments.

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The current commitment fee rate is 0.25 %.

The weighted average interest rate under the Term Loan Credit Facility at December 31, 2023 was 6.76%.

Amortization and Prepayments

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GLP Capital may prepay all or any portion of the loans under the Term Loan Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders, and may reborrow loans that it has repaid.

Unused commitments under the Term Loan Credit Facility automatically terminate on August 31, 2023.

Unused commitments under the Term Loan Credit Facility automatically terminated on August 31, 2023.

Certain Covenants and Events of Default

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The occurrence and continuance of an event of default, which includes, among others, nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants, will enable the lenders to accelerate the loans and terminate the commitments thereunder.

Senior Unsecured Credit Facility

The Company, through GLP Capital, historically had access to a senior unsecured credit facility (the "Amended Credit

Facility") consisting of a $ 1,175 million revolving credit facility and a $ 424 million Term Loan A-2 facility.

Credit Facility was scheduled to mature on May 21, 2023.

On May 13, 2022, GLP Capital terminated its Amended Credit

Facility and entered into a credit agreement (the "Credit Agreement") providing for a $1.75 billion revolving credit facility (the

"Initial Revolving Credit Facility") maturing in May 2026, plus two six-month extensions at GLP Capital's option.

was the primary obligor under the Amended Credit Facility, which was guaranteed by GLPI and GLP Capital is the primary

obligor under the Credit Agreement, which is guaranteed by GLPI.

The Company recorded a debt extinguishment loss of

$ 2.2 million in connection with this transaction.

On September 2, 2022, GLP Capital entered into Amendment No.

1 (the “Amendment”) to the Credit Agreement

among GLP Capital, Wells Fargo Bank, National Association, as administrative agent (“Agent”), and the several banks and

other financial institutions or entities party thereto.

Pursuant to the Credit Agreement, as amended by the Amendment, GLP

Capital has the right, at any time until December 31, 2024, to elect to re-allocate up to $700 million in existing revolving

commitments under the Credit Agreement to a new revolving credit facility (the “Bridge Revolving Facility” and, collectively

with the Initial Revolving Credit Facility, the "Revolver").

Senior Unsecured Credit Agreement and Amended Credit Agreement

On May 13, 2022, GLP Capital entered into a credit agreement (the "Credit Agreement") providing for a $1.75 billion revolving credit facility (the "Initial Revolving Credit Facility") maturing in May 2026, plus two six-month extensions at GLP Capital's option.

The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to outstanding obligations, if any, under the Initial Revolving Credit Facility and our Term Loan Credit Agreement.

GLP Capital is the primary obligor under the Credit Agreement, which was guaranteed by GLPI.

On September 2, 2022, GLP Capital entered into an amendment to the Credit Agreement among GLP Capital, Wells Fargo Bank, National Association, as administrative agent (“Agent”), and the several banks and other financial institutions or entities party thereto (the Credit Agreement, as amended by such amendment, the "Amended Credit Agreement").

Pursuant to the Amended Credit Agreement, GLP Capital has the right, at any time until December 31, 2024, to elect to re-allocate up to $700 million in existing revolving commitments under the Amended Credit Agreement to a new revolving credit facility (the “Bridge Revolving Facility” and, collectively with the Initial Revolving Credit Facility, the "Revolver").

Loans under the Bridge Revolving Facility are subject to 1% amortization per annum.

Amounts repaid under the

Bridge Revolving Facility cannot be reborrowed and the corresponding commitments are automatically re-allocated to the

existing revolving facility under the Credit Agreement.

GLP Capital is required to prepay the loans under the Bridge Revolving Facility with 100% of the net cash proceeds from the issuance of Alternative Acquisition Debt that is received by GLPI, GLP

Capital or any of their subsidiaries (other than any term loans under the Term Loan Credit Agreement and any loans under the

Bridge Revolving Facility).

Any outstanding commitments under the Bridge Revolving Facility that have not been borrowed by

December 31, 2024 are automatically re-allocated to the existing revolving facility under the Credit Agreement.

Amounts repaid under the Bridge Revolving Facility cannot be reborrowed and the corresponding commitments are automatically re-allocated to the existing revolving facility under the Amended Credit Agreement.

GLP Capital is required to prepay the loans under the Bridge Revolving Facility with 100% of the net cash proceeds from the issuance of Alternative Acquisition Debt that is received by GLPI, GLP Capital or any of their subsidiaries (other than any term loans under the Term Loan Credit Agreement and any loans under the Bridge Revolving Facility).

Any outstanding commitments under the Bridge Revolving Facility that have not been borrowed by December 31, 2024 are automatically re-allocated to the existing revolving facility under the Amended Credit Agreement.

GLP Capital's ability to borrow under the Bridge Revolving Facility is subject to certain conditions including pro

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loans under the existing revolving credit facility.

At December 31, 2022, no amounts were outstanding under the Credit Agreement.

Additionally, at December 31,

2022, the Company was contingently obligated under letters of credit issued pursuant to the Credit Agreement with face

amounts aggregating approximately $ 0.4 million, resulting in $ 1,749.6 million of available borrowing capacity under the Credit

Agreement as of December 31, 2022.

At December 31, 2023, no amounts were outstanding under the Amended Credit Agreement.

Additionally, at December 31, 2023, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $ 0.4 million, resulting in $ 1,749.6 million of available borrowing capacity under the Amended Credit Agreement as of December 31, 2023.

The interest rates payable on the loans borrowed under the Revolver are, at GLP Capital's option, equal to either a

SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725 % to

1.40 % per annum for SOFR loans and 0.0 % to 0.4 % per annum for base rate loans, in each case, depending on the credit ratings

assigned to the Credit Agreement.

SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725 % to 1.40 % per annum for SOFR loans and 0.0 % to 0.4 % per annum for base rate loans, in each case, depending on the credit ratings assigned to the Amended Credit Agreement.

The current applicable margin is 1.05 % for SOFR loans and 0.05 % for base rate loans.

Notwithstanding the foregoing, in no event shall the base rate be less than 1.00%.

In addition, GLP Capital will pay a facility

fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125 % to 0.3 % per annum,

depending on the credit rating assigned to the Credit Agreement from time to time.

In addition, GLP Capital will pay a facility fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125 % to 0.3 % per annum, depending on the credit rating assigned to the Amended Credit Agreement from time to time.

The current facility fee rate is 0.25 %.

Credit Agreement is not subject to interim amortization except with respect to the Bridge Revolving Facility.

GLP Capital is

not required to repay any loans under the Credit Agreement prior to maturity except as set forth above with respect to the

Bridge Revolving Facility.

GLP Capital may prepay all or any portion of the loans under the Credit Agreement prior to

maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow

loans that it has repaid.

The Amended Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and other restricted payments.

The Amended Credit Facility includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis:

The Amended Credit Agreement is not subject to interim amortization except with respect to the Bridge Revolving Facility.

GLP Capital is not required to repay any loans under the Amended Credit Agreement prior to maturity except as set forth above with respect to the Bridge Revolving Facility.

GLP Capital may prepay all or any portion of the loans under the Amended Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow loans that it has repaid.

The Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and make other restricted payments.

The Amended Credit Agreement includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis:

a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio.

In addition, GLPI is required to maintain a minimum tangible net worth and its status as a REIT.

GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults.

GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults.

The Amended Credit Facility also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the PENN Master Lease (subject to certain replacement rights).

The occurrence and continuance of an event of default under the Amended Credit Facility will enable the lenders under the Amended Credit Facility to accelerate the loans and terminate the commitments thereunder.

At December 31, 2022, the Company was in compliance with all required financial covenants under the Amended Credit Facility.

The Amended Credit Agreement also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Amended PENN Master Lease (subject to certain replacement rights).

The occurrence and continuance of an event of default under the Amended Credit Agreement will enable the lenders under the Amended Credit Agreement to accelerate the loans and terminate the commitments thereunder.

At December 31, 2023, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

Senior Unsecured Notes

At December 31, 2022, the Company had an outstanding balance of $ 6,175.0 million of senior unsecured notes (the "Senior Notes").

On December 13, 2021, the Company issued $ 800 million of 3.25 % senior unsecured notes due January 2032 at an issue price equal to 99.376 % of the principal amount.

The proceeds were used to partially finance the Company's acquisition of certain real estate assets in the Cordish transaction.

In the first quarter of 2020, the Company redeemed all $ 215.2 million aggregate principal amount of the Company’s outstanding 4.875 % senior unsecured notes due in November 2020 and all $ 400 million aggregate principal amount of the Company’s outstanding 4.375 % senior unsecured notes due in April 2021, incurring a loss on the early extinguishment of debt related to the redemption of $ 17.3 million, primarily for call premium charges and debt issuance write-offs.

On June 25, 2020, the Company issued $ 500 million of 4.00 % senior unsecured notes due January 2031 at an issue price equal to 98.827 % of the principal amount to repay indebtedness under its Revolver.

On August 18, 2020, the Company issued an additional $ 200 million of 4.00 % senior unsecured notes due January 2031 at an issue price equal to 103.824 % of the principal amount to repay Term Loan A-1 indebtedness, incurring a loss on the early extinguishment of debt of $0.8 million, related to debt issuance write-offs.

These bond offerings extended the maturities of our long-term debt.

At December 31, 2023, the Company had $ 6,075.0 million of outstanding senior unsecured notes (the "Senior Notes").

Each of the Company's Senior Notes contain covenants limiting the Company’s ability to:

incur additional debt and use its assets to secure debt;

merge or consolidate with another company;

and make certain amendments to the Amended PENN Master Lease.

The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt.

These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

On November 22, 2023, the Company issued $ 400 million of 6.75 % senior unsecured notes due December 2033 at an issue price equal to 98.196 % of the principal amount.

The Company plans to use the net proceeds for working capital and

general corporate purposes, which may include the acquisition, development and improvement of properties, the repayment of indebtedness, capital expenditures and other general business purposes.

The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100 % of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100 % of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date.

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The Senior Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations.

The Senior Notes were issued by GLP Capital, L.P.

and GLP Financing II, Inc.

The Senior Notes were issued by GLP Capital and GLP Financing II, Inc.

(the "Issuers"), two consolidated subsidiaries of GLPI, and are guaranteed on a senior unsecured basis by GLPI.

The guarantees of GLPI are full and unconditional.

The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Amended Credit Facility, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.

The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Amended Credit Agreement, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.

The Senior Notes contain covenants limiting the Company’s ability to:

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These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

On January 13, 2023, the Company announced that it called for redemption all of the $ 500.0 million, 5.375 % Senior

Notes due in 2023 (the "Notes").

The Company redeemed all of the Notes on February 12, 2023 (the "Redemption Date") for

$ 507.5 million which represented 100% of the principal amount of the Notes plus accrued interest through the Redemption

Date, incurring a loss on the early extinguishment of debt of $ 0.6 million, primarily related to debt issuance write-offs.

funded the redemption of the Notes primarily from cash on hand as well as through the settlement of a forward sale agreement

that occurred in February 2023 which resulted in the issuance of 1,284,556 shares which raised net proceeds of $ 64.6 million.

See Note 16 for additional discussion.

At December 31, 2023, the Company was in compliance with all required financial covenants under its Senior Notes.

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Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

Funding commitments

The Company has agreed to a funding mechanism to support PENN's pursuit of relocation and development

opportunities at several of the properties included in the PENN 2023 Master Lease.

GLPI agreed to fund up to $ 225 million for

the relocation of PENN's riverboat casino in Aurora at a 7.75 % cap rate and, if requested by PENN, will fund up to

$ 350 million for the relocation of the Hollywood Casino Joliet, the construction of a hotel at Hollywood Casino

Columbus and the construction of a second hotel tower at the M Resort Spa Casino at then current market rates.

The funding commitment expires on January 1, 2026.

See Note 1 for a discussion on the potential future funding commitments the Company may have in connection with

the possible future transaction with Bally's and the Athletics at the Tropicana Site.

As discussed in Note 1, the Company has also committed to providing up to $ 150 million (of which $ 40 million was

funded as of December 31, 2023) of development funding via the Rockford Loan.

Any borrowings under the Rockford Loan

will be subject to an interest rate of 10 %.

The Rockford Loan has a maximum outstanding

period of up to 6 years ( 5 -year initial term with a 1-year extension).

The Rockford Loan is prepayable without penalty

following the opening of the Hard Rock Casino in Rockford, IL, which is expected in September 2024.

The Rockford Loan

advances are subject to typical construction lending terms and conditions.

Finally, the Company has agreed and anticipates funding certain construction costs of a landside development project

at Casino Queen Marquette for an amount not to exceed $ 12.5 million.

Employee Benefit Plans

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The plan enables participating employees to defer a portion of their salary and/or their annual bonus in a retirement fund to be administered by the Company.

The Company makes a discretionary match contribution of 50 % of employees' elective salary deferrals, up to a maximum of 6 % of eligible employee compensation.

The matching contributions for the defined contribution plan were $ 0.1 million for the year ended December 31, 2022, and $ 0.3 million for each of the years ended December 31, 2021 and 2020.

Prior to January 1, 2023, the Company made a discretionary match contribution of 50 % of employees' elective salary deferrals, up to a maximum of 6 % of eligible employee compensation.

On January 1, 2023, the Company amended its defined contribution plan to be a Nonelective Safe Harbor Plan as defined by the Internal Revenue Code.

Commencing January 1, 2023, the Company makes safe harbor nonelective contributions equal to 3% of each participant's compensation and such contributions are fully vested and nonforfeitable at all times.

The matching contributions for the defined contribution plan were $ 0.1 million for the years ended December 31, 2023, and 2022 and $ 0.3 million for the year ended December 31, 2021.

The Company maintains a non-qualified deferred compensation plan that covers most management and other highly-compensated employees.

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The Company has established a Trust, and transfers to the Trust, on a periodic basis, an amount necessary to provide for its respective future liabilities with respect to participant deferral and Company contribution amounts.

The Company's matching contributions for the non-qualified deferred compensation plan for the years ended December 31, 2022, 2021 and 2020 were $ 0.5 million, $ 0.5 million, and $ 0.7 million , respectively.

The Company's matching contributions for the non-qualified deferred compensation plan for each of the years ended December 31, 2023, 2022 and 2021 were $ 0.5 million.

The Company's deferred compensation liability, which was included in other liabilities within the Consolidated Balance Sheets, was $ 32.9 million and $ 25.8 million at December 31, 2023 and 2022, respectively.

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Revenues from Real Estate

As of December 31, 2022, 19 of the Company’s real estate investment properties were leased to a subsidiary of PENN under the PENN Master Lease, an additional 12 of the Company's real estate investment properties were leased to a subsidiary of PENN under the Amended Pinnacle Master Lease, 6 of the Company's real estate investment properties were leased to a subsidiary of Caesars under the Second Amended and Restated Caesars Master Lease, 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease, 6 of the Company's real estate investment properties were leased to a subsidiary of Bally's under the Bally's Master Lease, 2 of the Company's real estate investment properties were leased to a subsidiary of Cordish under the Pennsylvania Live!

Master Lease and 2 of the Company's real estate properties were leased to a subsidiary of Casino Queen under the Casino Queen Master Lease.

Additionally, the Meadows real estate assets and Perryville real estate assets are leased to PENN pursuant to the Meadows Lease and Perryville Lease, respectively, and the land under PENN's Hollywood Casino Morgantown is subject to the Morgantown Lease.

As of December 31, 2023, 14 of the Company’s real estate investment properties were leased to a subsidiary of PENN under the Amended PENN Master Lease, 7 of the Company's real estate investment properties were leased to a subsidiary under the PENN 2023 Master Lease, an additional 12 of the Company's real estate investment properties were leased to a subsidiary of PENN under the Amended Pinnacle Master Lease, 5 of the Company's real estate investment properties were leased to a subsidiary of Caesars under the Third Amended and Restated Caesars Master Lease, 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease, 8 of the Company's real estate investment properties were leased to a subsidiary of Bally's under the Bally's Master Lease, 2 of the Company's real estate investment properties were leased to a subsidiary of Cordish under the Pennsylvania Live!

Master Lease and 4 of the Company's real estate properties were leased to a subsidiary of Casino Queen under the Third Amended and Restated Casino Queen Master Lease.

Additionally, the land under PENN's Hollywood Casino Morgantown is subject to the Morgantown Lease.

Finally, the Company has single property triple net leases with Caesars under the Horseshoe St.

Louis Lease, Boyd under the Belterra Park Lease, Bally's under the Tropicana Lease and Cordish under the Maryland Live!

The obligations under the PENN Master Lease, Amended Pinnacle Master Lease and Morgantown Lease, as well as the Meadows Lease and Perryville Lease are guaranteed by PENN and, with respect to each lease, jointly and severally by PENN's subsidiaries that occupy and operate the facilities covered by such lease.

Similarly, the obligations under the Second Amended and Restated Caesars Master Lease, the Casino Queen Master Lease and Bally's Master Lease are jointly and severally guaranteed by the parent company and by the subsidiaries that occupy and operate the leased facilities.

The obligations under the Boyd Master Lease are jointly and severally guaranteed by Boyd's subsidiaries that occupy and operate the facilities leased under the Boyd Master Lease.

The obligations under the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease are guaranteed by the Cordish subsidiaries that operate the facilities.

The rent structure under the PENN Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to certain floors (namely the Hollywood Casino at Penn National Race Course property due to PENN's opening of a competing facility) (i) every five years to an amount equal to 4 % of the average net revenues of all facilities under the PENN Master Lease (other than Hollywood Casino Columbus and Hollywood Casino Toledo) during the preceding five years in excess of a contractual baseline, and (ii) monthly by an amount equal to 20 % of the net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month in excess of a contractual baseline, although Hollywood Casino Toledo has a monthly percentage rent floor which equaled $22.9 million annually due to PENN's acquisition of a competing facility, Greektown Casino-Hotel in Detroit, Michigan.

As described in Note 18, a new master lease was recently entered into with PENN.

PENN's Hollywood Casino Toledo Property was moved to this new lease, and as such, the percentage rent previously associated with this property, along with the other properties that were moved to the new lease, are no longer applicable.

Similar to the PENN Master Lease, the Amended Pinnacle Master Lease also includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to certain floors (namely the Bossier City Boomtown property due to PENN's acquisition of a competing facility, Margaritaville Resort Casino), every two years to an amount equal to 4 % of the average net revenues of all facilities under the Amended Pinnacle Master Lease during the preceding two years in excess of a contractual baseline.

On July 23, 2020, the Amended and Restated Caesars Master Lease became effective as described more fully in Note 1.

This modification was accounted for as a new lease which the Company concluded continued to meet the criteria for operating lease treatment.

As a result, the existing deferred revenue at the time of the amendment is being recognized over the Amended and Restated Caesars Master Lease's new initial lease term, which now expires in September 2038.

Lease and 815 Entertainment under the Rockford Lease.

The obligations under the Amended PENN Master Lease, PENN 2023 Master Lease, Amended Pinnacle Master Lease and Morgantown Lease, are guaranteed by PENN and, with respect to each lease, jointly and severally by PENN's subsidiaries that occupy and operate the facilities covered by such lease.

Similarly, the obligations under the Third Amended and Restated Caesars Master Lease, the Third Amended and Restated Casino Queen Master Lease and Bally's Master Lease are jointly and severally guaranteed by the parent company and by the subsidiaries that occupy and operate the leased facilities.

obligations under the Boyd Master Lease, the Maryland Live!

Lease, the Pennsylvania Live!

Lease and the Rockford Lease are jointly and severally guaranteed by the subsidiaries that occupy and operate the facilities.

Rent under the PENN 2023 Master Lease is fixed with annual escalations on the entirety of rent increasing by 1.5 % annually on November 1.

The rent structure under the Amended PENN Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met, and a component that is based on the revenues of the facilities, which is prospectively adjusted, subject to certain floors (namely the Hollywood Casino at Penn National Race Course property due to PENN's opening of a competing facility) every five years to an amount equal to 4 % of the average net revenues of all facilities under the Amended PENN Master Lease during the preceding five years in excess of a contractual baseline.

Similar to the Amended PENN Master Lease, the Amended Pinnacle Master Lease also includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met and a component that is based on the revenues of the facilities, which is prospectively adjusted, subject to certain floors (namely the Bossier City Boomtown property due to PENN's acquisition of a competing facility, Margaritaville Resort Casino), every two years to an amount equal to 4 % of the average net revenues of all facilities under the Amended Pinnacle Master Lease during the preceding two years in excess of a contractual baseline.

On December 18, 2020 and November 13, 2023, amendments became effective to the Amended and Restated Caesars Master Lease and Second Amended and Restated Master Lease, respectively, as described more fully in Note 1.

These modifications were each accounted for as a new lease which the Company concluded continued to meet the criteria for operating lease treatment.

As a result, the existing deferred revenue at the time of the amendments are being recognized over the Amended and Restated Caesars Master Lease's new initial lease term, which expires in September 2038.

The Company concluded the renewal options of up to an additional 20 years at the tenants' option are not reasonably certain of being exercised as failure to renew would not result in a significant penalty to the tenant.

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In addition, the guaranteed fixed escalations in the new initial lease term are recognized on a straight line basis.

On December 18, 2020, following the receipt of required regulatory approvals, the Company and Caesars completed an Exchange Agreement with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $ 5.7 million.

The Waterloo and Bettendorf facilities were added to the Second Amended and Restated Caesars Master Lease and the rent was increased by $520,000 annually.

This Exchange Transaction resulted in a reconsideration of the Second Amended and Restated Caesars Master Lease which resulted in the continuation of operating lease treatment for accounting classification purposes.

Additionally, a non cash gain of $ 41.4 million was recorded in other income which reflected the fair value of the Waterloo and Bettendorf facilities which exceeded the net book value of the Tropicana Evansville property and the $ 5.7 million payment at the date of the exchange.

The Boyd Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is adjusted, every two years to an amount equal to 4 % of the average annual net revenues of all facilities under the Boyd Master Lease during the preceding two years in excess of a contractual baseline.

The Boyd Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met, and a component that is based on the revenues of the facilities, which is adjusted, every two years to an amount equal to 4 % of the average annual net revenues of all facilities under the Boyd Master Lease during the preceding two years in excess of a contractual baseline.

In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to the Belterra Park Lease with a Boyd affiliate operating the property.

The Belterra Park Lease rent terms are consistent with the Boyd Master Lease.

The annual rent is comprised of a fixed component, part of which is subject to an annual escalator of up to 2 % if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities which is adjusted, every two years to an amount equal to 4 % of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

The annual rent is comprised of a fixed component, part of which is subject to an annual escalator of up to 2 % if certain rent coverage ratio thresholds are met and a component that is based on the revenues of the facilities which is adjusted, every two years to an amount equal to 4 % of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

On September 29, 2020, the Company acquired the real estate of Horseshoe St.

Louis in satisfaction of the CZR loan, subject to the Horseshoe St.

Louis Lease, the initial term of which expires on October 31, 2033, with 4 separate renewal options of five years each, exercisable at the tenants' option.

Louis Lease, the initial term of which expires on October 31, 2033, with 4 separate renewal options of 5 years each, exercisable at the tenants' option.

The Horseshoe St.

Louis Lease's rent terms were adjusted on December 1, 2021 such that the annual escalator is now fixed at 1.25 % for the second through fifth lease years, increasing to 1.75 % for the sixth and seventh lease years and thereafter increasing by 2.0 % for the remainder of the lease.

The Meadows Lease contains an annual escalator provision for up to 5 % of the base rent, if certain rent coverage ratio thresholds are met, which remains at 5 % until the earlier of ten years or the year in which total rent is $ 31.0 million, at which point the escalator will be reduced to 2 % annually thereafter.

As described in Note 18, the Meadows Lease was terminated during 2023 and the real estate associated with the property became part of a new master lease with PENN.

The Morgantown Lease became effective on October 1, 2020 whereby the Company is leasing the land under PENN's gaming facility under construction for an initial cash rent of $ 3.0 million, provided, however, that (i) on the opening date and on each anniversary thereafter the rent shall be increased by 1.5 % annually (on a prorated basis for the remainder of the lease year in which the gaming facility opens) for each of the following three lease years and (ii) commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) 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 (b) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

The initial rent under the Casino Queen Master Lease is $ 21.4 million and such amount increases annually by 0.5 % for the first six years.

The Meadows Lease contained a fixed component, subject to annual escalators, and a component that was based on the revenues of the facility, which was reset every two years to an amount determined by multiplying (i) 4 % by (ii) the average annual net revenues of the facility for the trailing two-year period.

The Meadows Lease contained an annual escalator provision for up to 5 % of the base rent, if certain rent coverage ratio thresholds were met, which remained at 5 % until the earlier of ten years or the year in which total rent was $ 31.0 million, at which point the escalator was to be reduced to 2 % annually thereafter.

The Meadows Lease was terminated during 2023 and the real estate associated with the property became part of the PENN 2023 Master Lease.

The Morgantown Lease became effective on October 1, 2020 whereby the Company is leasing the land under PENN's gaming facility under construction for an initial cash rent of $ 3.0 million, provided, however, that (i) in lease years two and three rent increased by 1.5 % annually (and on a prorated basis for the remainder of the lease year in which the gaming facility

opened) and (ii) commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) 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 (b) if the CPI increase is less than 0.5 % for such lease year, then the rent shall not increase for such lease year.

Rent under the Third Amended and Restated Casino Queen Master Lease increases annually by 0.5 % lease years two through six.

The Company will also complete the current landside development project that is in process and rent under the Casino Queen Master Lease will be adjusted to reflect a yield of 8.25% on GLPI's project costs.

The Perryville Lease that became effective on July 1, 2021 has an initial annual rent of $ 7.77 million, $5.83 million of which will be subject to escalation provisions beginning in the second lease year through the fourth lease year and increasing by 1.50 % during such period and then increasing by 1.25 % for the remaining lease term.

The escalation provisions beginning in the fifth lease year are subject to the CPI being at least 0.5% for the preceding lease year.

As described in Note 18, the Perryville Lease was terminated during 2023, and the real estate associated with the property became part of a new master lease with PENN.

The Bally's Master Lease became effective on June 3, 2021 and rent was $ 40 million annually at inception subject to contractual escalations based on the CPI, with a 1% floor and 2 % ceiling, subject to the CPI meeting a 0.5% threshold.

Additionally, the Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023 and the rent was adjusted upon opening to reflect a yield of 8.25 % on GLPI's project costs of $77 million.

The Company also acquired the land and certain improvements at Casino Queen Marquette for $ 32.72 million as of September 6, 2023.

The annual rent on the Third Amended and Restated Casino Queen Master Lease was increased by $ 2.7 million for this acquisition.

Additionally, the Company anticipates funding certain construction costs for an amount not to exceed $ 12.5 million, for a landside development project at Casino Queen Marquette that is expected to be completed by December 31, 2024.

The rent will be adjusted to reflect a yield of 8.25 % for the funded project costs.

The Perryville Lease that became effective on July 1, 2021 was subject to escalation provisions beginning in the second lease year through the fourth lease year and increasing by 1.50 % during such period and then increasing by 1.25 % for the remaining lease term.

The escalation provisions beginning in the fifth lease year were subject to the CPI being at least 0.5% for the preceding lease year.

The Perryville Lease was terminated during 2023, and the real estate associated with the property became part of the PENN 2023 Master Lease.

The Bally's Master Lease became effective on June 3, 2021 and rent is subject to contractual escalations based on the CPI, with a 1 % floor and 2 % ceiling, subject to the CPI meeting a 0.5 % threshold.

On April 1, 2022 and January 3, 2023, the Company completed acquisitions of the real estate assets of Bally's Biloxi, Bally's Tiverton, Bally's Black Hawk, and Bally's Quad Cities.

These properties were added to the existing Bally's Master Lease with annual rent increases subject to the escalation clauses described above.

On December 29, 2021, the Maryland Live!

Lease with Cordish became effective, with annual rent of $ 75 million which increases by 1.75 % upon the second anniversary of the lease commencement.

Lease with Cordish became effective, with annual rent increasing by 1.75 % upon the second anniversary of the lease commencement.

The Pennsylvania Live!

Master Lease with Cordish became effective March 1, 2022 with annual rent of $ 50 million initially, which also increases by 1.75 % upon the second anniversary of the lease commencement.

Master Lease with Cordish became effective March 1, 2022 with annual rent also increasing by 1.75 % upon the second anniversary of the lease commencement.

These leases were accounted for as an Investment in leases, financing receivables.

See Note 7 for the further information including the future annual cash payments to be received under these leases.

On September 26, 2022, the Tropicana Las Vegas Lease, which has initial annual rent of $ 10.5 million, became effective.

On September 26, 2022, the Tropicana Las Vegas Lease became effective.

Commencing on the first anniversary and on each anniversary thereafter, if the CPI increase is at least 0.5 % for any lease year, the rent shall increase by the greater of 1 % of the rent in effect for the preceding lease year and the CPI increase, capped at 2 %.

If the CPI increase is less than 0.5 % for such lease year, then the rent shall not increase for such lease year.

On August 29, 2023, the Company acquired the land associated with a development project in Rockford, IL.

Simultaneously with the land acquisition, GLPI entered into the Rockford Lease which has a 99 year term and the initial annual rent is subject to fixed 2 % annual escalation beginning with the lease's first anniversary and for the entirety of its term.

Furthermore, the Company's master leases that contain variable rent provide for a floor on such rent, 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 master 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 was triggered on PENN's Hollywood Casino Toledo property, as a result of PENN's purchase of the operations of the Greektown Casino-Hotel in Detroit, Michigan and 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 was triggered on the Hollywood Casino at Penn National Race Course in connection with PENN opening a facility in York, Pennsylvania which will go into effect at the next reset.

A percentage rent floor was triggered on the Amended Pinnacle Master Lease 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, which went into effect at the November 1, 2023 reset.

In addition to rent, as triple-net lessees, all of the Company's tenants are required to pay the following executory costs:

(1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

During 2022, the PENN Master Lease required an accounting reassessment due to a lease amendment resulting in a lease modification for accounting purposes.

The Company concluded the lease term should end at the current lease expiration date of October 31, 2033 and not include any of the three remaining renewal terms of 5 years each.

This was due to several factors that were not present at the inception of the original PENN Master Lease.

Since the formation of the Company on November 1, 2013, the Company has amended and reassessed four of its nine leases that were originated prior to 2021.

All four of these reassessments were done before the completion of their initial lease terms and were the result of significant lease amendments.

(other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

Under ASC 842, the Company is required at lease inception (and if applicable at a lease reassessment date) to determine the term of the lease.

This requires concluding whether it is reasonably assured that our tenants will exercise their renewal options contained within the lease.

The initial lease term is a key judgment that is utilized in the lease classification test to determine whether the lease is an operating lease, sales type lease or direct financing lease.

We currently have not included tenant renewal options in our determination of the initial lease term.

We assess whether to include tenant renewal options in our calculation of the lease term based on several factors, including but not limited to, whether our tenants' leases represent substantially all of the tenants' earnings and revenues, the ability of our tenants to sell their leased operations for fair value and whether the initial term of our leases is for a significant period of time.

Since the formation of the Company on November 1, 2013, the Company has amended or reassessed seven of its fourteen current leases.

All of these reassessments were the result of significant lease amendments and were completed during the initial lease terms and prior to any renewal options.

Additionally, Pinnacle sold its operations to PENN for fair value whose underlying real estate for the casino operations were leased from the Company.

PENN has significantly diversified its earnings stream since the inception of the PENN Master Lease such that the leased operations in the PENN Master Lease no longer represent substantially all of PENN's revenues and earnings.

We believe all these factors preclude the Company from concluding all renewal periods are reasonably assured to be exercised in the PENN Master Lease.

The Casino Queen Master Lease became effective December 17, 2021 and required an accounting reassessment due to changes in the rent and lease terms.

Described below are our lease term assessments in connection with recent lease reassessment events or at lease inception for certain of the Company's tenant leases.

The Amended PENN Master Lease and the PENN 2023 Master Lease became effective January 1, 2023.

The Company concluded that the lease term for both of these leases should end at the current lease expiration date of October 31, 2033 and not include any of the three remaining renewal terms of 5 years each due to the factors described above.

The Company concluded that each individual lease component within the Amended PENN Master Lease and the PENN 2023 Master Lease meets the definition of an operating lease.

The deferred rent and contractual fixed minimum lease payments at January 1, 2023 are being recognized on a straight-line basis over the initial lease term expiration date of October 31, 2033 for both master leases.

In addition, during 2022, the Original PENN Master Lease required an accounting reassessment due to a lease amendment resulting in a lease modification for accounting purposes.

The Company concluded the lease term should end at the current lease expiration date of October 31, 2033 and not include any of the three remaining renewal terms of 5 years each.

This was due to the factors described above, and the fact that PENN has significantly diversified its earnings stream since the inception of the Original PENN Master Lease such that the leased operations in the Original PENN Master Lease no longer represented substantially all of PENN's revenues and earnings.

We believe all these factors precluded the Company from concluding all renewal periods were reasonably assured to be exercised in the Original PENN Master Lease.

It should be noted that several of these factors were not present in 2013 when this lease began and, therefore, resulted in a change in the determination of the lease term.

The Second Amended and Restated Casino Queen Master Lease became effective December 17, 2021 and required an accounting reassessment due to changes in the rent and lease terms.

The Company concluded the lease term is limited to its initial 15 year term.

This was due to several factors that were not present at the inception of the original Casino Queen Lease.

Since the formation of the Company on November 1, 2013, the Company has reassessed four of its nine leases that were originated prior to 2021.

All four of these reassessments were done before the completion of their original initial lease terms.

Finally, additional competitive threats have emerged in the regional markets for the properties in the Casino Queen Master Lease that were not present previously, particularly in the state of Illinois with respect to additional competitive pressures from video gaming terminals that

have rapidly expanded in the state and continue to take market share from land based casinos.

We believe all these factors preclude the Company from concluding all renewal periods are reasonably assured to be exercised in the Casino Queen Master Lease.

On October 15, 2018, in conjunction with the PENN-Pinnacle Merger, the Pinnacle Master Lease was amended by a fourth amendment 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.

As a result of this amendment, the Company reassessed the lease's classification and determined the Amended Pinnacle Master Lease qualified for operating lease treatment under ASC 840.

Therefore, subsequent to the PENN-Pinnacle Merger, the Amended Pinnacle Master Lease is treated as an operating lease in its entirety.

Because the properties under the Amended Pinnacle Master Lease did not represent a meaningful portion of PENN's business at the time PENN assumed the Amended Pinnacle Master Lease, the Company concluded that the lease term of the Amended Pinnacle Master Lease is 10 years, equal to the initial 10-year term only.

In connection with PENN exercising its first renewal option on October 1, 2020, the Company reassessed the Amended Pinnacle Master Lease as the lease term now concludes on May 1, 2031.

The Company continued to conclude that each individual lease component within the Amended Pinnacle Master Lease meets the definition of an operating lease.

The deferred rent and fixed minimum lease payments at October 1, 2020 are being recognized on a straight-line basis over the new initial lease term ending on May 1, 2031.

Because the Meadows Lease is a single property lease operated by a large multi-property operator, GLPI concluded it was not reasonably assured at lease inception that the operator would elect to exercise any lease renewal options.

Therefore, the Company concluded that the lease term of the Meadows Lease is 10 years, equal to the initial 10-year term only.

In conjunction with the PENN-Pinnacle Merger, PENN assumed the Meadows Lease from Pinnacle.

The accounting for the Meadows Lease, including the lease term was not impacted by the change in tenant.

Based upon similar fact patterns, the Company concluded it was not reasonably assured at lease inception that Caesars or Boyd would elect to exercise all lease renewal options under the Caesars Master Lease and the Boyd Master Lease as the earnings from these properties did not represent a meaningful portion of either tenant's business at lease inception;

therefore, the Company concluded that the lease term of the Amended and Restated Caesars Master Lease was its remaining initial lease term which was extended by 5 years when the Amended and Restated Caesars Master Lease became effective on July 23, 2020 and the lease term of the Boyd Master Lease is 10 years, equal to the initial term of such master lease.

The Belterra Park Lease, Morgantown Lease, Maryland Live!

Lease, Tropicana Lease, Horseshoe St.

Louis Lease and the Perryville Lease are single property leases operated by large-multi-property operators and as such the Company concluded it was not reasonably assured at lease inception that the operator would elect to exercise any renewal options;

as such the lease term of these leases is equal to their initial terms.

This was due to the factors discussed above as well as due to additional competitive threats that have emerged in the regional markets for the properties in the lease that were not present previously, particularly in the state of Illinois with respect to additional competitive pressures from video gaming terminals that took market share from land-based casinos.

It should be noted that several of these factors were not present in 2013 when this lease began and, therefore, resulted in a change in the determination of the lease term.

Details of the Company's rental income for the year ended December 31, 2023 was as follows (in thousands):

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Land base rent 168,058

Percentage rent 146,266

Total cash rental income $ 1,254,326

Percentage rent and other rental revenue 70,472

Interest income on real estate loans 1,044

Total cash income $ 1,343,067

Straight-line rent adjustments 39,881

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Accretion on financing receivables 23,056

Other rental revenue 589

Total rental income $ 1,311,685

Total income from real estate $ 1,440,392

(1) Building base rent is subject to the annual rent escalators described above.

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Interest income related to real estate loans is recorded as revenue from real estate within the Company's consolidated statements of income in the period earned.

No loans were outstanding during the year ended December 31, 2022 and 2021.

See Note 5 for further details.

Gaming, Food, Beverage and Other Revenues

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Other revenues at our TRS Properties were derived from our dining, retail and certain other ancillary activities.

During the years ended December 31, 2021 and 2020, the Company recognized gaming, food, beverage and other revenue of $ 109.7 million, and $ 103.0 million, respectively.

During the year ended December 31, 2021, the Company recognized gaming, food, beverage and other revenue of $ 109.7 million.

Stock-Based Compensation

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Released ( 220,413 ) $ 32.54

Canceled ( 1,200 ) $ 45.64

Outstanding at December 31, 2023 269,929 $ 49.49

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Released ( 416,220 ) $ 23.62

Canceled ( 30,816 ) $ 17.85

Outstanding at December 31, 2023 1,492,000 29.36

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As of December 31, 2022, the Company no longer has activity in its TRS nor does it have deferred tax assets.

The components of the Company's deferred tax assets and liabilities as of December 31, 2021 are as follows:

Year ended December 31, 2021

(in thousands)

Deferred tax assets:

Property and equipment $ 11

Interest expense 2,730

Net operating losses 748

Gross deferred tax assets 3,489

valuation allowance ( 3,489 )

Net deferred tax assets —

The carrying amounts of deferred tax assets were reduced by a valuation allowance if, based on the available evidence, it was more likely than not that such assets will not be realized.

In assessing the requirement for, and amount of, a valuation allowance in accordance with the more likely than not standard for all periods, the Company gave appropriate consideration to all positive and negative evidence related to the realization of the deferred tax assets.

As of December 31, 2021, the valuation allowance was associated mainly with net operating losses, disallowed interest expense carryforward, and other additional deferred tax assets.

Deferred tax assets, net are included within other assets on the Consolidated Balance Sheets.

The provision for income taxes charged to operations for years ended December 31, 2023, 2022 and 2021 was as follows:

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Antidilutive securities excluded from the computation of diluted earnings per share 103 — 70

On July 1, 2022, the Company issued 7,935,000 shares of its common stock, generating net proceeds of approximately

$ 350.8 million.

On August 14, 2019, the Company commenced a continuous equity offering under which the Company may sell up to an aggregate of $ 600 million of its common stock from time to time through a sales agent in "at the market" offerings (the "2019 ATM Program").

On December 21, 2022, the Company commenced a continuous equity offering under which the Company may sell up to an aggregate of $1.0 billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2022 ATM Program").

Actual sales will depend on a variety of factors, including market conditions, the trading price of the Company's common stock and determinations of the appropriate sources of funding.

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The 2022 ATM Program also allows the Company to enter into forward sale agreements.

In no event will the aggregate number of shares sold under the 2019 ATM Program (whether under any forward sale agreement or through a sales agent), have an aggregate sales price in excess of $ 600 million.

In no event will the aggregate number of shares sold under the 2022 ATM Program (whether under any forward sale agreement or through a sales agent), have an aggregate sales price in excess of $1.0 billion.

The Company expects, that if it enters into a forward sale contract, to physically settle each forward sale agreement with the forward purchaser on one or more dates specified by the Company prior to the maturity date of that particular forward sale agreement, in which case the aggregate net cash proceeds at settlement will equal the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price.

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Similarly, in the event the Company enters into a forward sale agreement, it will pay the relevant forward seller a commission of up to 2% of the sales price of all borrowed shares of common stock sold during the applicable selling period of the forward sale agreement.

During the year ended December 31, 2023, the Company sold 8.5 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $ 404.7 million.

As of December 31, 2023, the Company had $ 593.6 million remaining for issuance under the 2022 ATM Program.

In August 2022, the Company entered into a forward sale agreement under the Company's 2019 ATM program that was settled in February 2023 which resulted in the issuance of 1,284,556 common shares and net proceeds of $ 64.6 million.

During the year ended December 31, 2022, GLPI sold 5,206,499 of its common stock at an average price of $ 50.32 per share under the 2019 ATM Program, which generated net proceeds of approximately $ 260.8 million.

Program commencement to date, the Company has sold 10,755,679 of its common stock at an average price of $ 49.67 per share, which generated net proceeds of approximately $ 531.5 million.

In November 2022, the Company exhausted the capacity under its 2019 ATM Program and then in December 2022, entered into a new continuous equity offering under which the Company may sell up to $1 billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2022 ATM Program").

As of December 31, 2022, the Company had $ 1.0 billion remaining for issuance under the 2022 ATM Program.

During the fourth quarter of 2021 and 2020, the Company issued 8.9 million shares at $ 44.24 per share and 9.2 million shares at $ 36.25 per share, respectively of common stock to partially finance the funding required for the Cordish and Bally's transactions, respectively.

In November 2022, the Company exhausted the capacity under its 2019 ATM Program..

On July 1, 2022, the Company issued 7,935,000 shares of its common stock, generating net proceeds of approximately

$ 350.8 million.

During the fourth quarter of 2021, the Company issued 8.9 million shares at $ 44.24 per share of common stock to partially finance the funding required for the Cordish transactions.

See Note 6 for further details.

In August 2022, the Company entered into a forward sale agreement (the "August 2022 Forward Sale Agreement"), for up to $105 million.

No amounts have been or will be recorded on the Company's balance sheet with respect to the August 2022 Forward Sale Agreement until settlement.

The August 2022 Forward Sale Agreement requires the Company to, at its election prior to August 19, 2023, physically settle the transactions by issuing shares of its common stock to the forward counterparty in exchange for net proceeds at the then applicable forward sale price specified by the August 2022 Forward Sale Agreement.

The forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor and will decrease by other specified fixed amounts.

Until settlement of the August 2022 Forward Sale Agreement, earnings per share dilution resulting from the August 2022 Forward Sale Agreement will be determined under the treasury stock method.

Share dilution occurs when the average market price of the Company's common stock is higher than the average forward sales price (which is reduced by the maximum specified fixed amounts in the contract).

The August 2022 Forward Sale Agreement had no dilutive impact for the year ended December 31, 2022.

As described in Note 18, the Company settled the August 2022 Forward Sale Agreement in February 2023.

Noncontrolling Interests

As partial consideration for the Cordish transaction (See Note 1), the Company's operating partnership issued OP Units to affiliates of Cordish.

As partial consideration for the closing of the real property assets under the Bally's Master Lease that occurred on January 3, 2023, the Company's operating partnership issued 286,643 newly-issued OP Units to affiliates of Bally's which were valued at $ 14.9 million.

In the prior year, as partial consideration for the closing of the real property assets under the Pennsylvania Live!

Master Lease that occurred on March 1, 2022, the Company's operating partnership issued 3,017,909 newly-issued OP Units to affiliates of Cordish which were valued at $ 137.0 million.

The OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions.

As of December 31, 2023, the Company holds a 97.3 % controlling financial interest in the operating partnership.

The Company paid $ 20.7 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the year ended December 31, 2022.

The operating partnership is a VIE in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could potentially be significant to the VIE.

Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a non-controlling interest in the Condensed Consolidated Balance Sheets.

The Company paid $ 24.1 million and $ 20.7 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the year ended December 31, 2023 and December 31, 2022, respectively.

The following table lists the regular dividends declared and paid by the Company during the years ended December 31, 2023, 2022 and 2021:

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February 22, 2023 March 10, 2023 Common Stock $ 0.72 First Quarter 2023 March 24, 2023 $ 188,896

February 22, 2023 March 10, 2023 Common Stock $ 0.25 First Quarter 2023 March 24, 2023 (1)

June 1, 2023 June 16, 2023 Common Stock $ 0.72 Second Quarter 2023 June 30, 2023 $ 189,095

August 30, 2023 September 15, 2023 Common Stock $ 0.73 Third Quarter 2023 September 29, 2023 $ 192,085

November 22, 2023 December 8, 2023 Common Stock $ 0.73 Fourth Quarter 2023 December 22, 2023 $ 197,384

February 24, 2022 March 11, 2022 Common Stock $ 0.69 First Quarter 2022 March 25, 2022 $ 170,805

May 9, 2022 June 10, 2022 Common Stock $ 0.705 Second Quarter 2022 June 24, 2022 $ 174,519

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December 17, 2021 December 27, 2021 Common Stock $ 0.24 Fourth Quarter 2021 January 7, 2022 (2)

February 20, 2020 March 6, 2020 Common Stock $ 0.70 First Quarter 2020 March 20, 2020 $ 150,574

April 29, 2020 May 13, 2020 Common Stock $ 0.60 Second Quarter 2020 June 26, 2020 $ 129,071

August 6, 2020 August 17, 2020 Common Stock $ 0.60 Third Quarter 2020 September 25, 2020 $ 130,697

November 5, 2020 November 16, 2020 Common Stock $ 0.60 Fourth Quarter 2020 December 24, 2020 $ 137,943

(1) Dividend distributed on June 26, 2020 was paid $ 25.8 million in cash and $ 103.2 million in stock ( 2,697,946 shares at $ 38.2643 ).

Dividend distributed on September 25, 2020 was paid $ 26.2 million in cash and $ 104.5 million in stock ( 2,767,704 shares at $ 37.7635 ).

Dividend distributed on December 24, 2020 was paid $ 27.6 million in cash and $ 110.3 million in stock ( 2,543,675 shares at $ 43.3758 ).

For accounting purposes, since the Company is in an accumulated deficit position the value of the stock dividend was recorded at its par value.

(1) On February 22, 2023, the Company declared a first quarter dividend of $ 0.72 per share in addition to a special earnings and profit dividend related to the sale of the Tropicana Las Vegas building of $ 0.25 per share on the Company's common stock.

(2) On December 17, 2021, the Company declared a special earnings and profits dividend related to the sale of the operations at Hollywood Casino Perryville and Hollywood Casino Baton Rouge of $ 0.24 per share on the Company's common stock.

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In addition, for the years ended December 31, 2023, 2022 and 2021, dividend payments were made to GLPI restricted stock award holders in the amount of, $ 0.9 million, $ 0.8 million and $ 0.7 million, respectively.

Dividends distributed to the Company's employees on June 26, 2020 were paid $ 33 thousand in cash and $ 153 thousand in stock ( 4,006 shares at $ 38.2643 ).

Dividends distributed to the Company's employees on September 25, 2020 were paid $ 32 thousand in cash and $ 217 thousand in stock ( 5,746 shares at $ 37.7635 ).

Dividends distributed to the Company's employees on December 24, 2020 were paid $ 34 thousand in cash and $ 118 thousand in stock ( 2,722 shares at $ 43.3758 ).

A summary of the Company's taxable common stock distributions for the years ended December 31, 2023, 2022 and 2021 is as follows (unaudited):

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Noncash Investing and Financing Activities

On January 3, 2023, as part of the consideration for the land and real estate assets of Bally's Biloxi and Bally's

Tiverton, the Company issued 286,643 OP Units to affiliates of Bally's that were valued at $ 14.9 million for accounting

purposes at closing.

The Company also recognized a right of use asset and liability of $ 37.1 million on a ground lease which was subsequently remeasured due to a renegotiation and reduced the right of use asset and lease liability to $ 18.4 million for the year ended December 31, 2023.

On March 1, 2022, as part of the consideration for the real estate assets acquired pursuant to the Pennsylvania Live!

Master Lease, the Company issued approximately 3.0 million OP Units that were valued at $137.0 million and assumed debt of

$422.9 million that was repaid after closing with the offsetting increase to Investment in leases, financing receivables.

Master Lease, the Company issued 3,017,909 OP Units that were valued at $ 137.0 million and assumed debt of $ 422.9 million that was repaid after closing with the offsetting increase to Investment in leases, financing receivables, net.

On December 29, 2021, as part of the consideration for the real estate assets of Live!

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This resulted in the reclassification of $ 67.1 million of net assets from property, plant and equipment used in operations to real estate investments, net on the Consolidated Balance Sheets.

In 2020, the Company acquired from PENN the real property associated with the Tropicana Las Vegas in exchange for rent credits of $ 307.5 million and the land at PENN's development facility in Morgantown, Pennsylvania for rent credits of $ 30 million.

For the year ended December 31, 2020, the Company also acquired the real property of Belterra Park in satisfaction of the Belterra Park Loan of $ 57.7 million held on the property, subject to the Belterra Park Lease and acquired the

real property of Horseshoe St.

Louis in satisfaction of the $ 246.0 million CZR loan subject to the Horseshoe St.

In addition, as described in Note 1, the Company entered into an Exchange Agreement pursuant to which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf for the real estate assets of Tropicana Evansville and a cash payment of $5.7 million.

As previously discussed, the Company declared a dividend on December 27, 2021, totaling $ 59.3 million, that was paid on January 7, 2022 and that was accrued at December 31, 2021.

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Subsequent Events

On October 10, 2022, the Company announced that it agreed to create a new master lease with PENN for seven of PENN's current properties.

The companies have also agreed to a funding mechanism to support PENN's pursuit of relocation and development opportunities at several of the properties included in the new master lease.

The transaction, including the creation of the new master lease, became effective in 2023.

Pursuant to this agreement, the current PENN master lease was amended to remove PENN's properties in Aurora and Joliet, Illinois;

Columbus and Toledo, Ohio;

and Henderson, Nevada and those properties were added to a new master lease.

In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania and Hollywood Casino Perryville in Maryland were terminated and these properties were transferred into the new master lease (the "New Penn Master Lease").

GLPI agreed to fund up to $225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75% cap rate and, if requested by PENN, will fund up to $350 million for the relocation of the Hollywood Casino Joliet as well as the construction of hotels at Hollywood Casino Columbus and a second hotel tower at the M Resort Spa Casino at then current market rates.

The terms of the New Penn Master Lease and the amended PENN master lease are substantially similar to the current PENN master lease with the following key differences;

• The New Penn Master Lease is cross-defaulted and co-terminus with the amended PENN master lease.

• The initial term of the New Penn Master Lease expires on October 31, 2033, with three 5-year extensions at PENN’s option.

• All rent in the New Penn Master Lease is fixed with annual escalation of 1.50 %, with the first escalation expected to occur for the lease year beginning on November 1, 2023.

• The rent for the New Penn Master Lease is $ 232.2 million in base rent.

The rent for the amended PENN master lease is $ 284.1 million, consisting of $ 208.2 million of building base rent, $ 43.0 million of land base rent, and $ 32.9 million of percentage rent.

On January 3, 2023, the Company closed its previously announced acquisition from Bally's of the land and real estate assets of Bally's Biloxi and Bally's Tiverton for $ 635.0 million total consideration, inclusive of $15 million in the form of OP units.

These properties were added to the Company's existing Master Lease with Bally's.

The initial annual rent for the lease was increased by $ 48.5 million on an annual basis, subject to contractual escalations based on the CPI, with a 1% floor and 2% ceiling, subject to the CPI meeting a 0.5% threshold.

This amount was credited to GLPI along with a $9.0 million transaction fee payable at closing which occurred on January 3, 2023.

The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Lincoln prior to December 31, 2024 for a purchase price of $ 771 million and additional rent of $ 58.8 million.

Additionally, the Company accessed the entire $ 600.0 million Term Loan Credit Agreement (See Note 10 for further details) in connection with the closing.

On January 13, 2023, the Company announced that it has called for redemption all of the $ 500 million, 5.375 % Senior Notes due in 2023 (the "Notes").

The Company redeemed all of the Notes on February 12, 2023 (the "Redemption Date") for $507.5 million which represented 100% of the principal amount of the Notes plus accrued interest through the Redemption Date.

GLPI funded the redemption of the Notes primarily from cash on hand as well as through the settlement of the August

2022 Forward Sale Agreement that occurred in February 2023 which resulted in the settlement of 1,284,556 shares being issued which raised net proceeds of $64.6 million.

On February 6, 2024, the Company announced it had acquired the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") in Nichols, NY from American Racing & Entertainment, LLC ("American Racing") for $ 175.0 million.

Simultaneous with the acquisition, GLPI and American Racing entered into a triple-net master lease agreement for an initial 30 year term.

The initial annual rent is $ 14.5 million and is subject to annual fixed escalations of 1.75 % beginning with the first anniversary which increases to 2 % beginning in year fifteen of the lease through the remainder of its term.

The initial annualized rent coverage ratio for the lease is expected to be over 2.3x.

Tioga Downs features a 32,600 square foot gaming floor with 895 slots and 29 table games, a 2,500 square foot FanDuel sports book, a 160 room hotel, 5/8-mile harness horse track, 7 food and beverage locations, and a separate 18-hole championship golf course.

The property underwent a $ 130 million expansion beginning in 2016 after it was awarded a Class III casino license by the State of New York.

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

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Hollywood Casino Lawrenceburg Lawrenceburg, IN $ — $ 15,251 $ 342,393 $ ( 30 ) $ 15,221 $ 342,393 $ 357,614 $ 202,387 1997/2009 11/1/2013 31

Hollywood Casino Aurora Aurora, IL — 4,937 98,378 ( 383 ) 4,936 97,996 102,932 80,679 1993/2002/ 2012 11/1/2013 30

Hollywood Casino Joliet Joliet, IL — 19,214 101,104 ( 20 ) 19,194 101,104 120,298 69,880 1992/2003/ 2010 11/1/2013 31

Hollywood Casino Aurora (1)

Aurora, IL — 4,937 98,378 8,311 13,630 97,996 111,626 87,848 1993/2002/ 2012 11/1/2013 22

Hollywood Casino Joliet (1)

Joliet, IL — 19,214 101,104 7,610 26,824 101,104 127,928 84,585 1992/2003/ 2010 11/1/2013 20

Argosy Casino Alton Alton, IL — — 6,462 — — 6,462 6,462 5,167 1991/1999 11/1/2013 31

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Washington, PA — 181,532 141,370 ( 2,864 ) 179,598 140,440 320,038 40,388 2006 9/9/2016 31

DraftKings at Casino Queen East St.

Louis, IL — 70,716 70,014 8,700 70,716 78,714 149,430 26,255 1999 1/23/2014 31

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Hollywood Casino Perryville Perryville, MD — 23,266 31,079 — 23,266 31,079 54,345 19,403 2010 07/1/2021 31

Dover Downs Hotel & Casino Dover, DE 99,106 48,300 — 99,106 48,300 147,406 9,477 1995 06/3/2021 31

Hollywood Casino Baton Rouge Baton Rouge, LA 7,320 40,812 29,564 7,320 70,376 77,696 25,603 1994 12/17/2021 31

Bally's Dover Casino Resort Dover, DE — 99,106 48,300 — 99,106 48,300 147,406 15,625 1995 06/3/2021 31

Casino Queen Baton Rouge Baton Rouge, LA — 7,320 40,812 72,683 7,320 113,495 120,815 27,820 1994 12/17/2021 31

Tropicana Las Vegas (7)

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Bally's Quad Cities Casino & Hotel Rock Island, IL — 36,848 82,010 — 36,848 82,010 118,858 6,113 2007 04/01/2022 31

Hard Rock Hotel & Casino Biloxi, MS — 204,533 195,950 — 204,533 195,950 400,483 6,461 2005 01/03/2023 31

Bally's Tiverton Hotel & Casino Tiverton, RI — 116,622 110,150 — 116,622 110,150 226,772 4,073 2017 01/03/2023 31

Casino Queen Marquette Marquette, IA — 32,032 690 — 32,032 690 32,722 56 2000 09/06/2023 6

— 3,595,196 6,677,441 65,321 3,559,101 6,778,856 10,337,957 2,176,257

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$ — $ 3,602,744 $ 6,685,906 $ 58,665 $ 3,559,851 $ 6,787,464 $ 10,347,315 $ 2,178,523

(1) In connection with the funding agreement with PENN, new facilities are being developed for the relocation of PENN's riverboat casino in Aurora and PENN is also in the process of relocating its Hollywood Casino Joliet operations.

The Company accelerated the lives of its depreciable assets at the two existing locations to coincide with the expected opening dates of the new facilities.

(2) During 2020, the Company acquired the real estate of both of these properties in satisfaction of previously outstanding loans, subject to the Belterra Park Lease and the Horseshoe St.

Lease, respectively.

(2) On December 18, 2020, Caesar's elected to replace Tropicana Evansville with Isle Casino Bettendorf and Isle Casino Waterloo as allowed under the Second Amended and Restated Caesars Master Lease.

Louis Lease, respectively.

(3) On December 18, 2020, Caesar's elected to replace Tropicana Evansville with Isle Casino Bettendorf and Isle Casino Waterloo as allowed under the Third Amended and Restated Caesars Master Lease.

(4) On October 1, 2020, the Company and PENN closed on their previously announced transaction whereby GLPI acquired the land under PENN's gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits which were fully utilized by PENN in the fourth quarter of 2020.

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(8) The aggregate cost for federal income tax purposes of the properties listed above was $9.90 billion at December 31, 2023.

This amount includes the tax basis of all real property assets acquired from Pinnacle, including building assets.

This amount does not include the real estate part of Investment in Financing Lease, net.

A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2023, 2022 and 2021 is as follows:

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Additions (1)

— — ( 39,909 )

Dispositions — 93 423

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data