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Item 1. Financial Statements

2024-10-24 compared with 2024-07-25 · 283 added, 207 removed, 777 unchanged (39% of the section changed)

4 unchanged sentences

(in thousands, except share data)

September 30,

2024 December 31,

1 unchanged sentence

Investment in leases, financing receivables, net 2,313,775 2,023,606

Investment in leases, sales-type, net 257,207 —

Real estate loans, net 158,854 39,036

14 unchanged sentences

Commitments and Contingencies (Note 9)

Preferred stock ($ .01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2024 and December 31, 2023)

Common stock ($ .01 par value, 500,000,000 shares authorized, 271,500,584 and 270,922,719 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively)

Preferred stock ($ .01 par value, 50,000,000 shares authorized, no shares issued or outstanding at September 30, 2024 and December 31, 2023)

Common stock ($ .01 par value, 500,000,000 shares authorized, 274,391,553 and 270,922,719 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively)

Additional paid-in capital 6,204,578 6,052,109

1 unchanged sentence

Total equity attributable to Gaming and Leisure Properties 4,254,877 4,156,905

Noncontrolling interests in GLPI's Operating Partnership ( 8,087,630 units and 7,653,326 units outstanding at June 30, 2024 and December 31, 2023, respectively)

Noncontrolling interests in GLPI's Operating Partnership ( 8,087,630 units and 7,653,326 units outstanding at September 30, 2024 and December 31, 2023, respectively)

369,875 352,049

6 unchanged sentences

(in thousands, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

1 unchanged sentence

Income from investment in leases, financing receivables 47,503 38,332 137,782 112,931

Income from sales-type leases 1,240 — 1,240 —

Interest income from real estate loans 3,354 22 6,268 22

3 unchanged sentences

General and administrative 13,472 13,600 45,209 42,689

Gains from dispositions of property ( 3,790 ) ( 22 ) ( 3,790 ) ( 22 )

Property transfer tax recovery — ( 2,187 ) — ( 2,187 )

Depreciation 64,771 65,846 195,393 197,131

Provision (benefit) for credit losses, net ( 3,786 ) 28,052 19,508 22,399

Provision for credit losses, net 27,686 1,613 47,194 24,012

Total operating expenses 113,897 91,256 319,452 297,935

39 unchanged sentences

Balance, June 30, 2024 271,500,584 $ 2,715 $ 6,059,956 $ ( 1,928,360 ) $ 370,614 $ 4,504,925

Issuance of common stock, net of costs 2,890,166 29 139,175 — — 139,204

Restricted stock activity

803 — 5,447 — — 5,447

Dividends paid ($ 0.76 per common share)

— — — ( 208,779 ) — ( 208,779 )

Distributions to non-controlling interest — — — — ( 6,145 ) ( 6,145 )

Net income — — — 184,694 5,406 190,100

Balance, September 30, 2024 274,391,553 $ 2,744 $ 6,204,578 $ ( 1,952,445 ) $ 369,875 $ 4,624,752

Common Stock Additional

20 unchanged sentences

Balance, June 30, 2023 262,640,178 $ 2,626 $ 5,651,612 $ ( 1,903,326 ) $ 351,962 $ 4,102,874

Issuance of common stock, net of costs 4,371,624 44 210,743 — 210,787

Restricted stock activity

3,928 — 5,136 — 5,136

Dividends paid ($ 0.73 per common share)

— — — ( 192,307 ) — ( 192,307 )

Distributions to non-controlling interest — — — — ( 5,587 ) ( 5,587 )

— — — 184,010 5,297 189,307

Balance, September 30, 2023 267,015,730 $ 2,670 $ 5,867,491 $ ( 1,911,623 ) $ 351,672 $ 4,310,210

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

(in thousands, unaudited)

Six months ended June 30, 2024 2023

Nine months ended September 30, 2024 2023

Operating activities

4 unchanged sentences

Accretion on financing receivables ( 21,753 ) ( 16,806 )

Accretion on held to maturity investment securities ( 6,807 ) —

Net accretion on held to maturity investment securities ( 4,111 ) —

Non-cash adjustment to financing lease liabilities 358 347

Gains from dispositions of property ( 3,790 ) ( 22 )

Stock-based compensation 19,010 17,959

Straight-line rent adjustments and tenant improvement amortization ( 31,580 ) ( 17,503 )

Deferred rent and tenant improvement amortization ( 46,262 ) ( 26,445 )

Losses on debt extinguishment — 556

Provision (benefit) for credit losses, net 47,194 24,012

(Increase), decrease

Change in operating assets and liabilities

Other assets ( 24,404 ) ( 2,153 )

Increase, (decrease)

Accounts payable and accrued expenses ( 636 ) ( 457 )

4 unchanged sentences

Investing activities

Capital project expenditures ( 7,064 ) ( 26,860 )

Capital maintenance expenditures ( 552 ) ( 8 )

Capital project and maintenance expenditures ( 15,935 ) ( 39,534 )

Return of contingent consideration from previous acquisition 1,798 —

1 unchanged sentence

Acquisition of real estate, net ( 237,249 ) ( 455,556 )

Fundings for the Tropicana Las Vegas Lease ( 48,550 ) —

Originations of real estate loans ( 123,730 ) ( 40,000 )

Acquisition of held to maturity investment securities ( 890,970 ) —

Maturities of held to maturity investment securities 340,975 —

Net cash used in investing activities ( 1,177,147 ) ( 635,292 )

7 unchanged sentences

Repayments of long-term debt ( 463,579 ) ( 575,128 )

Costs paid on senior unsecured note redemption — ( 17 )

Net cash used in financing activities ( 494,689 ) ( 276,872 )

Net cash provided by (used) in financing activities 206,942 ( 269,018 )

Net decrease in cash and cash equivalents ( 189,848 ) ( 157,934 )

9 unchanged sentences

PENN) ("PENN").

On November 1, 2013, PENN contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville (which are referred to as the "TRS Properties") and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off").

On November 1, 2013, PENN contributed to the Company, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville (which are referred to as the "TRS Properties") and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off").

The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 505-60 - Spinoffs and Reverse Spinoffs (" ASC 505" ).

11 unchanged sentences

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.

During 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company that held the real estate of the former 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:

2 unchanged sentences

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

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

GLPI paid a special earnings and profits dividend of $0.25 per share in the first quarter of 2023 related to the sale of the building assets 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.

6 unchanged sentences

On February 6, 2024, the Company also issued 434,304 OP Units in connection with the acquisition of the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") from American Racing & Entertainment LLC ("American Racing").

There were 8,087,630 OP Units outstanding as of June 30, 2024.

There were 8,087,630 OP Units outstanding as of September 30, 2024.

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

As of June 30, 2024, GLPI’s portfolio consisted of interests in 65 gaming and related facilities, including the real property associated with 34 gaming and related facilities operated by PENN, the real property

associated with 6 gaming and related facilities operated by Caesars Entertainment Inc.

As of September 30, 2024, GLPI’s portfolio consisted of interests in 66 gaming and related facilities, including the real property associated with 34 gaming and related facilities operated by PENN, the real

property associated with 6 gaming and related facilities operated by Caesars Entertainment Inc.

CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE:

BYD) ("Boyd"), the real property associated with 9 gaming and related facilities operated by 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, 1 gaming facility under construction that upon opening is intended to be managed by a subsidiary of Hard Rock International ("Hard Rock"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing.

BYD) ("Boyd"), the real property associated with 9 gaming and related facilities operated by Bally's, and 1 facility under development for Bally's in Chicago, Illinois, 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, 1 gaming facility managed by a subsidiary of Hard Rock International ("Hard Rock"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing.

These facilities, including our corporate headquarters building, are geographically diversified across 20 states and contain approximately 29.3 million square feet.

As of June 30, 2024, the Company's properties were 100 % occupied.

As of September 30, 2024, the Company's properties were 100 % occupied.

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

14 unchanged sentences

("Pinnacle") for approximately $ 4.8 billion.

GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease").

The Company originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease").

On October 15, 2018, the Company completed its previously announced transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger").

6 unchanged sentences

In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to a long-term lease (the "Belterra Park Lease") with a Boyd affiliate operating the property.

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

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.

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

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.

Third Amended and Restated Caesars Master Lease

17 unchanged sentences

Louis property in satisfaction of the CZR loan.

On September 29, 2020, the transaction closed and the Company entered into a new single property triple net lease with an affiliate of Caesars

(the "Horseshoe St.

29, 2020, the transaction closed and the Company entered into a new single property triple net lease with an affiliate of 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.

1 unchanged sentence

Louis Lease was amended on December 1, 2021 to adjust the rent terms 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.

Bally's Master Lease

Bally's Master Lease and Bally's Chicago Land Lease

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.

3 unchanged sentences

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

The existing Bally's Master Lease was amended to add these properties with annual rent increases that are subject to the escalation clauses described above.

The Bally's Master Lease was amended to add these properties 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.

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 $ 735.0 million, which has been reduced from $ 771.0 million and additional rent of $ 58.8 million.

The Company has also been granted a call right, subject only to regulatory approval, beginning on October 1, 2026 to ensure that the Company has the opportunity to acquire the property prior to the expiration of the current option period.

On July 12, 2024, the Company announced that it entered into a binding term sheet with Bally’s pursuant to which the Company intends to acquire the real property assets of Bally’s Kansas City Casino (“Bally’s Kansas City”) and Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”) as well as the land under Bally’s planned permanent Chicago casino site, and fund the construction of certain real property improvements of the Bally’s Chicago Casino Resort (“Bally’s Chicago”) for aggregate consideration of approximately $ 1.585 billion.

The term sheet represents a binding agreement between the Company and Bally's unless or until superseded by long-form definitive documents reflecting mutually agreed transaction terms and conditions in further detail.

The Company intends to fund construction hard costs of up to $ 940.0 million for Bally's Chicago, with the remainder to be funded by Bally’s with the sale leaseback proceeds related to Bally’s Kansas City and Bally’s Shreveport along with other funding sources such as Bally’s Chicago’s planned initial public offering and cash flows from operations.

Funding is expected to occur through December 2026.

The Company would own all funded improvements, which would be leased to Bally’s with rent commencing as advances are made.

On September 11, 2024, the Company assumed the ground lease between the existing third party and Bally's for approximately $ 250 million.

The ground lease was amended such that the Company receives initial annual rent of $ 20 million (the "Bally's Chicago Land Lease").

The Bally's Chicago Land Lease is cross-defaulted with the construction development funding agreement.

The parties anticipate entering into a new Bally's Chicago Land Lease to conform certain lease terms to be consistent with what was agreed upon between the Company and Bally's that were disclosed in the binding term sheet mentioned above.

Upon completion of the improvements, the Company expects to own substantially all of the real estate land and improvements related to the Chicago casino and hotel for a total investment of $ 1.19 billion.

Rental income on the land and development funding is being deferred until the project is substantially completed and ready for its intended use.

The Company intends to purchase the real property assets of both Bally’s Kansas City and Bally’s Shreveport for total consideration of $ 395 million.

The two properties would be in a new Bally’s Master Lease that would be cross-defaulted with the existing Bally’s Master Lease with initial cash rent pursuant to the agreement for the two new properties of $ 32.2 million.

The Company expects to close on the proposed Bally’s Kansas City and Bally’s Shreveport sale leaseback transactions as early as the fourth quarter of 2024, subject to customary regulatory and other approvals.

The contemplated transactions are subject to several conditions as well as certain third-party consents and regulatory approvals.

Key conditions include but are not limited to:

(a) the final structure and pro forma capitalization of Bally’s following the proposed acquisition of Bally's by Standard General, or similar transaction, in the event any agreement is reached with the board of directors of Bally’s;

(b) completion of customary due diligence;

and (c) receipt of all necessary gaming regulatory and other third party approvals.

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 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.

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 former 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 the Company’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $ 145 million.

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

2 unchanged sentences

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 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 Stadium is expected to complement the potential casino 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 the Company to Bally’s pursuant to the Tropicana Las Vegas Lease.

The LOI allows for Athletics to be granted fee ownership by the Company 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 Tropicana Las Vegas Lease, and that to the extent the Company 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 the Company agreed 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 Company 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.

The Company 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.

In late August 2024, the Company funded $ 48.5 million to Bally's that was used to pay for the demolition costs of the Tropicana Las Vegas as part of the development plans for the Stadium and annual rent was increased by $ 4.1 million as a result.

The change in rent terms resulted in a lease reconsideration event.

The lease is now classified as a sales type lease which resulted in a $ 3.8 million gain that was recorded in gains from dispositions of property on the Condensed Consolidated Statement of Operations.

Morgantown Lease

1 unchanged sentence

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.

On the opening date of the gaming facility and on each anniversary thereafter for each of the following three lease years rent increased by 1.5 % annually (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").

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.

11 unchanged sentences

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

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

The Second Amended and Restated Casino Queen Master Lease was subsequently amended and restated on November 13, 2023 to include the real estate assets at The Belle (the "Third Amended and Restated Casino Queen Master Lease").

On June 3, 2024, the Company announced that it has agreed to fund and oversee a landside move and hotel renovation of The Belle for Casino Queen.

GLPI has committed to provide up to approximately $ 111 million of funding for the project ($ 7.0 million of which has been funded as of June 30, 2024), which is expected to be completed by September 2025.

casino will continue to operate for the construction period except while gaming equipment is being moved to the new facility.

GLPI has committed to provide up to approximately $ 111 million of funding for the project ($ 15.0 million of which has been funded as of September 30, 2024), which is expected to be completed by September 2025.

The casino will continue to operate during the construction period except while gaming equipment is being moved to the new facility.

GLPI will own the new facility and Casino Queen will pay an incremental rental yield of 9 % on the development funding beginning a year from the initial disbursement of funds, which occurred on May 30, 2024 and rent will be deferred until the project is substantially complete and ready for its intended use.

Maryland Live!

17 unchanged sentences

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 a subsidiary of Hard Rock, from an affiliate of 815 Entertainment, LLC ("815 Entertainment") for $ 100.0 million.

On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that opened in late August 2024 and is managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment, LLC ("815 Entertainment") for $ 100.0 million.

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

1 unchanged sentence

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 %.

Borrowings under the Rockford Loan are 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 ("Hard Rock Casino Rockford") , which is expected in late August 2024.

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

As of June 30, 2024, $ 93 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 Rockford if there is a future decision to sell them once completed.

The Rockford Loan is prepayable without penalty following the opening of the Hard Rock Casino in Rockford, IL ("Hard Rock Casino Rockford"), which occurred in late August 2024.

As of September 30, 2024, $ 150 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 Rockford if there is a future decision to sell them.

Tioga Downs Lease

3 unchanged sentences

Strategic Gaming Leases

On May 16, 2024, the Company acquired the real estate assets of Silverado Franklin Hotel & Gaming Complex ("Silverado"), the Deadwood Mountain Grand ("DMG") casino, and Baldini's Casino ("Baldini's") for $ 105 million, plus an additional $ 5 million that was funded at closing to reimburse Strategic for capital improvements.

On May 16, 2024, the Company acquired the real estate assets of Silverado Franklin Hotel & Gaming Complex ("Silverado"), the Deadwood Mountain Grand ("DMG") casino, and Baldini's Casino ("Baldini's") from Strategic for $ 105 million, plus an additional $ 5 million that was funded at closing to reimburse Strategic for capital improvements.

Simultaneous with the acquisition, GLPI and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25 -year term with two ten-year renewal periods.

1 unchanged sentence

As part of the transaction, the Company also secured a right of first refusal on the real estate related to future acquisitions until Strategic's adjusted EBITDAR related to GLPI's owned assets reaches $40 million annualized.

In September 2024, the Company entered into a $ 110 million delayed draw term loan facility with the Ione Band of Miwok Indians ("Ione") (the "Ione Loan") to provide the tribe funding on a new casino development near Sacramento, California.

Ione has an option at the end of the Ione Loan term to satisfy the loan obligation by converting the outstanding principal into a long-term lease with an initial term of twenty-five years and a maximum term of forty-five years.

These agreements were entered into subsequent to receiving a declination letter from the National Indian Gaming Commission approving the transaction documents, including the long-term lease.

As of September 30, 2024, $ 13.7 million was advanced and outstanding under the Ione Loan which has a 5 -year term and an interest rate of 11 %.

Basis of Presentation

3 unchanged sentences

In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included.

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

Specifically, on the Condensed Consolidated Statement of Cash Flows, the prior period amount for costs paid on unsecured note redemption was combined with repayments of long-term debt.

The condensed consolidated financial statements include the accounts of GLPI and its subsidiaries as well as the Company's operating partnership, which is a variable interest entity ("VIE") in which the Company is the primary beneficiary.

1 unchanged sentence

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 noncontrolling interest in the Consolidated Balance Sheet.

Therefore, the Company consolidates the accounts of the operating partnership, and

reflects the third party ownership in this entity as a noncontrolling interest in the Consolidated Balance Sheet.

All intercompany accounts and transactions have been eliminated in consolidation.

1 unchanged sentence

Actual results could differ from those estimates.

Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

The consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report") should be read in conjunction with these condensed consolidated financial statements.

2 unchanged sentences

Held to maturity investment securities

In February 2024, the Company purchased zero coupon United States Treasury Bills which upon maturity in August 2024, will total $350 million.

The Company has classified these debt securities as held to maturity in accordance with ASC 320, Investments-Debt Securities since these are fixed income investments that the Company has the intent and ability to hold until maturity.

The securities are recorded at amortized cost on the balance sheet which approximated its fair value at June 30, 2024.

Investment in leases, financing receivables, net

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, net.

In February 2024, the Company purchased zero coupon United States Treasury Bills of approximately $ 341 million which matured in August 2024 for $ 350 million.

In August 2024, the Company purchased zero coupon United States Treasury Bills which upon maturity in January 2025, will total $ 563 million.

The Company classified these debt securities as held to maturity in accordance with ASC 320, Investments-Debt Securities since these are fixed income investments that the Company has the intent and ability to hold until maturity.

The securities are recorded at amortized cost on the Condensed Consolidated Balance Sheet which approximated their fair value.

Investment in leases, net

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

Additionally, as described in Note 1, the Company reassessed the Tropicana Las Vegas Lease during the three months ended September 30, 2024 which resulted in the lease being classified as an investment in lease, sales type, net.

The following is a summary of the balances of the Company's Investment in leases.

September 30,

2024 September 30,

2024 December 31,

Investment in leases, sales type Investment in leases, financing receivables Investment in leases, financing receivables

(in thousands)

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Allowance for credit losses ( 21,293 ) ( 46,194 ) ( 21,971 )

Investment in leases - financing receivables, net $ 2,312,021 $ 2,023,606

The present value of the net investment in the lease payment receivable and unguaranteed residual value at June 30, 2024 was $ 2,278.9 million and $ 74.0 million compared to $ 1,991.4 million and $ 54.2 million at December 31, 2023.

At June 30, 2024, minimum lease payments owed to us for each of the five succeeding years under the Company's financing receivables were as follows (in thousands):

Year ending December 31, Future Minimum Lease Payments

Investment in leases - net $ 257,207 $ 2,313,775 $ 2,023,606

The present value of the net investment in the lease payment receivable and unguaranteed residual value at September 30, 2024 was $ 2,284.4 million and $ 75.6 million compared to $ 1,991.4 million and $ 54.2 million at December 31, 2023 for the Company's Investment in leases, financing receivables.

The present value of the net investment in lease payment receivable and unguaranteed residual value at September 30, 2024 was $ 257.0 million and $ 21.5 million for the Company's Investment in leases, sales type.

At September 30, 2024, minimum lease payments owed to us for each of the five succeeding years under the Company's investment in leases were as follows (in thousands):

Year ending December 31, Future Minimum Lease Payments for Investment in leases, sales type Future Minimum Lease Payments for Investment in leases, financing receivables

2024 (remainder of year) $ 3,709 $ 40,436

2025 14,837 164,103

2026 14,837 166,917

2027 14,837 169,858

2028 14,837 172,851

Thereafter 649,108 9,133,270

Total $ 712,165 $ 9,847,435

The Company follows ASC 326 “Credit Losses”, 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, as well as the Company's Real estate loans which are discussed in Note 5.

The Company follows ASC 326 “Credit Losses”, 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, Investment in leases, sales-type, net, as well as the Company's Real estate loans which are discussed in Note 5.

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

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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 June 30, 2024 and December 31, 2023.

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

Balance at December 31, 2023 Change in Allowance Ending Balance at March 31, 2024 Change in Allowance Ending Balance at June 30, 2024

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 September 30, 2024 and December 31, 2023.

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

Balance at December 31, 2023 Change in Allowance Balance at March 31, 2024 Change in Allowance Balance at June 30, 2024 Change in Allowance Balance at September 30, 2024

Maryland Live!

Lease $ 5,661 $ 7,094 $ 12,755 $ ( 1,871 ) $ 10,884 $ 500 $ 11,384

Pennsylvania Live!

Master Lease 13,636 12,949 26,585 ( 1,854 ) 24,731 3,412 28,143

Rockford Lease 2,674 582 3,256 ( 303 ) 2,953 259 3,212

Tioga Downs Lease — 1,579 1,579 ( 150 ) 1,429

Strategic Gaming Leases — $ — — 856 856

Totals $ 21,971 $ 22,204 $ 44,175 $ ( 3,322 ) $ 40,853

Balance at December 31, 2022 Change in Allowance Ending Balance at March 31, 2023 Change in Allowance Ending Balance at June 30, 2023

Tioga Lease — 1,579 1,579 ( 150 ) 1,429 1,173 2,602

Strategic Lease — — — 856 856 ( 3 ) 853

Tropicana Las Vegas Lease — — — — — 21,293 21,293

Total $ 21,971 $ 22,204 $ 44,175 $ ( 3,322 ) $ 40,853 $ 26,634 $ 67,487

Balance at December 31, 2022 Change in Allowance Balance at March 31, 2023 Change in Allowance Balance at June 30, 2023 Change in Allowance Balance at September 30, 2023

Maryland Live!

Lease $ 4,095 $ ( 881 ) $ 3,214 $ 8,142 $ 11,356 $ ( 789 ) $ 10,567

Pennsylvania Live!

Master Lease 15,029 ( 4,772 ) 10,257 19,910 30,167 ( 3,825 ) 26,342

Totals $ 19,124 $ ( 5,653 ) $ 13,471 $ 28,052 $ 41,523

The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of June 30, 2024 (in thousands):

Origination year Investment in leases, financing receivables Allowance for credit losses Amortized cost basis at June 30, 2024

Rockford Lease — — — $ — — 3,867 3,867

Total $ 19,124 $ ( 5,653 ) $ 13,471 $ 28,052 $ 41,523 $ ( 747 ) $ 40,776

The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of September 30, 2024 (in thousands):

Origination year Investment in leases, financing receivables Allowance for credit losses Amortized cost basis at September 30, 2024

Allowance as a percentage of outstanding financing receivable

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Total $ 2,359,969 $ ( 46,194 ) 2,313,775 ( 1.96 ) %

During the three and six months ended June 30, 2024, the Company recorded a benefit for credit losses, net and a provision for credit losses, net of $ 3.8 million and $ 19.5 million , respectively (inclusive of the reserve for real estate loans and reserves on the unfunded loan commitment, see Note 5 for details).

The benefit in the three month period ended June 30, 2024 was due to probability weighting changes in economic forecast scenarios that we utilize from a third party.

The provision for the six months ended June 30, 2024 was primarily due to a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables and, to a lesser extent, the Company's real estate loans and related loan commitment.

These values are estimated based on the actual and long term projections of the Commercial Real Estate Price Index which, as of June 30, 2024 have declined relative to December 31, 2023.

Commercial real estate prices are anticipated to remain at low levels for several quarters based on the third party economic forecast the Company utilizes to calculate its reserve for credit losses.

During the three and six months ended June 30, 2023, the Company recorded a provision for credit losses, net of $ 28.1 million and $ 22.4 million, respectively.

The significant provision for credit losses recorded for the three months ended June 30, 2023 was the result of a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables.

These values are estimated based on long term projections of the Commercial Real Estate Price Index which, as of June 30, 2023, declined and were anticipated to remain at depressed levels for several quarters based on the third party economic forecast the Company utilizes to calculate its reserve for credit losses.

The amortized cost basis of the Company's investment in leases, sales type by year of origination is shown below as of September 30, 2024 (in thousands):

Origination year Investment in leases, sales type lease Allowance for credit losses Amortized cost basis at September 30, 2024

Allowance as a percentage of outstanding sales type lease

2024 $ 278,500 $ ( 21,293 ) $ 257,207 ( 7.65 ) %

During the three and nine months ended September 30, 2024, the Company recorded a provision for credit losses, net of $ 27.7 million and $ 47.2 million, respectively (inclusive of the reserve for real estate loans and reserves on the unfunded loan

commitment, see Note 5 for details).

The provision for the three and nine months ended September 30, 2024 was primarily due to the initial establishment of reserves on the Tropicana Las Vegas Lease which was determined based on the underlying credit quality of the tenant, a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables and, to a lesser extent, the Company's real estate loans and loan commitments.

The real estate values are estimated based on the actual and long term projections of the Commercial Real Estate Price Index which, as of September 30, 2024 have declined relative to December 31, 2023.

During the three and nine months ended September 30, 2023, the Company recorded a provision for credit losses, net of $ 1.6 million and $ 24.0 million, respectively.

The provision for credit losses recorded for the three months ended September 30, 2023 was the result of the initial establishment of $6.2 million of reserves on the Rockford Lease and Rockford Loan (See Note 5) which was partially offset by a benefit of $4.6 million on the Maryland Live!

Lease and Pennsylvania Live!

Master Lease as the result of an improved Commercial Real Estate Price Index forecast compared to the forecast utilized as of June 30, 2023.

The provision for the nine months ended September 30, 2023, was primarily due to a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables.

These values are estimated based on long term projections of the Commercial Real Estate Price Index which, as of September 30, 2023, declined relative to December 31, 2022.

The reason for differences in the allowance as a percentage of outstanding financing receivable for leases originated in each calendar year in the table above depends on various factors for the leases such as expected rent coverage ratios and loan to value ratios.

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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 3, respectively) and is summarized as follows:

September 30,

2024 December 31,

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Real estate investments, net $ 8,014,976 $ 8,168,792

Construction in progress primarily represents development funding on The Belle.

The Land and improvements change from year end represents the acquisition of the land for the Bally's development project in Chicago, Illinois which is partially offset by the reclassification of the Tropicana Las Vegas Lease to a sales type lease from an operating lease due to the reconsideration event from the change in rent terms for the demolition funding provided by GLPI.

Construction in progress primarily represents development funding on The Belle along with its related capitalized interest.

See Note 1 for details on this project.

Real estate loans, net

As discussed in Note 1, the Company entered into the Rockford Loan during 2023 and $ 93 million of the $ 150 million commitment was drawn as of June 30, 2024.

As discussed in Note 1, the Company entered into the Rockford Loan during 2023 and the entire $ 150 million commitment was drawn as of September 30, 2024.

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 Company also entered into the Ione Loan for up to $ 110 million, of which $ 13.7 million was drawn as of September 30, 2024.

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

September 30,

2024 December 31,

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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, 2023 $ ( 964 )

3 unchanged sentences

Ending Balance at June 30, 2024 $ ( 2,628 )

The Rockford Loan is subject to CECL, which is described in Note 3.

The Company recorded provision for credit losses of $ 0.9 million and $ 1.7 million for the three month and six months ended June 30, 2024 on the Rockford Loan.

Additionally, the Company recorded a benefit of $ 1.4 million and $ 1.0 million during the three month and six month period ended June 30, 2024 on the unfunded loan commitment for the Rockford Loan.

The reserve for the unfunded loan commitment was recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $ 1.6 million at June 30, 2024.

The borrower is current on its loan obligation as of June 30, 2024.

Change in allowance $ ( 2,249 )

Ending Balance at September 30, 2024 $ ( 4,877 )

Real estate loans are subject to CECL, which is described in Note 3.

The Company recorded provision for credit losses of $ 2.2 million and $ 3.9 million for the three months and nine months ended September 30, 2024 on real estate loans.

Additionally, the Company recorded a benefit of $ 1.2 million and $ 2.2 million during the three month and nine months ended September 30, 2024 on unfunded loan commitments.

The reserve for the unfunded loan commitment was recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $ 0.4 million and $2.6 million at September 30, 2024 and December 31, 2023, respectively.

The Company's borrowers are current on their loan obligations as of September 30, 2024.

Lease Assets and Lease Liabilities

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The Company assessed the acquired ground leases to determine if the lease terms were favorable or unfavorable, given market conditions at the acquisition date.

Because the market rents to be received under the Company's triple-net tenant leases were greater than the rents to be paid under the

acquired ground leases, the Company concluded that the ground leases were below market and were therefore required to be recorded as a definite lived asset (land rights) on its books.

Because the market rents to be received under the Company's triple-net tenant leases were greater than the rents to be paid under the acquired ground leases, the Company concluded that the ground leases were below market and were therefore required to be recorded as a definite lived asset (land rights) on its books.

Components of the Company's right-of use assets and land rights, net are detailed below (in thousands):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Right-of-use assets - operating leases

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Land rights net, consist of the following:

September 30,

2024 December 31,

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Land rights, net $ 629,441 $ 639,270

As of June 30, 2024, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):

As of September 30, 2024, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):

Year ending December 31,

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Operating Lease Liabilities

At June 30, 2024, payments under the Company's operating lease liabilities were as follows (in thousands):

At September 30, 2024, payments under the Company's operating lease liabilities were as follows (in thousands):

Year ending December 31,

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Operating lease costs represent the entire amount of expense recognized for operating leases that are recorded on the condensed consolidated balance sheets.

Variable lease costs are not included in the measurement of the lease liability and include both lease payments tied to a property's performance and changes in an index (such as the CPI) that are not

determinable at lease commencement, while short-term lease costs are costs for those operating leases with a term of 12 months or less.

Variable lease costs are not included in the measurement of the lease liability and include both lease payments tied to a property's performance and changes in an index (such as the CPI) that are not determinable at lease commencement, while short-term lease costs are costs for those operating leases with a term of 12 months or less.

The components of lease expense were as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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Supplemental balance sheet information related to the Company's operating leases was as follows:

June 30, 2024

September 30, 2024

Weighted average remaining lease term - operating leases 49.98 years

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Supplemental cash flow information related to the Company's operating leases was as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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$ 415 $ 406 $ 1,244 $ 1,215

(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.

Although GLPI expends no cash related to these leases, they are required to be grossed up in the Company's condensed consolidated financial statements under ASC 842.

Although the Company expends no cash related to these leases, they are required to be grossed up in the Company's condensed consolidated financial statements under ASC 842.

Financing Lease Liabilities

In connection with the acquisition of certain real property assets included in the Maryland Live!

Lease and the Strategic Gaming Leases, the Company acquired the rights to land subject to a long-term ground lease which expire in June 2111 and April 2062, respectively.

As these leases were accounted for as Investment in leases, financing receivables, the underlying ground leases were accounted for as financing lease obligations within Lease liabilities on the Condensed Consolidated Balance Sheets.

Lease and the Strategic Gaming Leases, the Company acquired the rights to land subject to long-term ground leases which expire in June 2111 and April 2062, respectively.

As these leases were accounted for as Investment in leases, financing receivables, the underlying ground leases were accounted for as Financing lease liabilities on the Condensed Consolidated Balance Sheets.

In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenant with an offsetting expense in interest expense as the Company has concluded that as the lessee it is the primary obligor under the ground leases.

The Company's weighted average discount rate on the fixed minimum annual payments was 5.07% to arrive at the initial lease obligations.

At June 30, 2024, payments under the Company's financing lease liabilities were as follows (in thousands):

At September 30, 2024, payments under the Company's financing lease liabilities were as follows (in thousands):

2024 (remainder of year) $ 669

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Long-term debt is as follows:

September 30,

2024 December 31,

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$ 400 million 3.350 % senior unsecured notes due September 2024

400,000 400,000

$ 850 million 5.250 % senior unsecured notes due June 2025

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400,000 400,000

$ 800 million 5.625 % senior unsecured notes due September 2034

$ 400 million 6.250 % senior unsecured notes due September 2054

Other 317 434

3 unchanged sentences

$ 7,413,012 $ 6,627,550

The following is a schedule of future minimum repayments of long-term debt as of June 30, 2024 (in thousands):

The following is a schedule of future minimum repayments of long-term debt as of September 30, 2024 (in thousands):

2024 (remainder of year) $ 39

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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.

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 June 30, 2024 was 6.73 % .

The weighted average interest rate under the Term Loan Credit Facility at September 30, 2024 was 6.50 % .

Amortization and Prepayments

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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.

At June 30, 2024, the Company was in compliance with all required financial covenants under the Term Loan Credit Facility.

At September 30, 2024, the Company was in compliance with all required financial covenants under the Term Loan Credit Facility.

Senior Unsecured Credit Agreement and Amended Credit Agreement

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Loans under the Bridge Revolving Facility will not be treated pro rata with loans under the existing revolving credit facility.

At June 30, 2024, no amounts were outstanding under the Amended Credit Agreement.

Additionally, at June 30, 2024, 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 June 30, 2024.

At September 30, 2024, no amounts were outstanding under the Amended Credit Agreement.

Additionally, at September 30, 2024, 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 September 30, 2024.

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 Amended Credit Agreement.

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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 June 30, 2024, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

At September 30, 2024, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

Senior Unsecured Notes

At June 30, 2024, the Company had $ 6,075.0 million of outstanding senior unsecured notes (the "Senior Notes").

At September 30, 2024, the Company had $ 6,875.0 million of outstanding senior unsecured notes (the "Senior Notes").

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

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

In August 2024, the Company issued $ 800 million of 5.625 % Senior Notes that will mature on September 15, 2034 at an issue price equal to 99.094 % of the principal amount and $ 400 million of 6.250 % Senior Notes that will mature on September 15, 2054 at an issue price equal to 99.183 % of the principal amount.

The Company plans to use the net proceeds for

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

During the three month period ended September 30, 2024, the Company redeemed its $ 400 million 3.350 % senior unsecured notes due September 2024.

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.

1 unchanged sentence

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.

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

At June 30, 2024, the Company was in compliance with all required financial covenants under its Senior Notes.

At September 30, 2024, the Company was in compliance with all required financial covenants under its Senior Notes.

Fair Value of Financial Assets and Liabilities

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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).

market approach, income approach, and cost approach).

The levels of the hierarchy related to the subjectivity of the valuation inputs are described below:

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Investment securities held to maturity

As discussed in Note 2, in February 2024, the Company purchased U.S.

Treasury Bills that will mature in August 2024.

As discussed in Note 2, in August 2024, the Company purchased U.S.

Treasury Bills that will mature in January 2025.

The fair value of the investment (which approximated its carrying value) is disclosed below and is based on quoted prices in active markets and as such is a Level 1 measurement as defined in ASC 820.

3 unchanged sentences

This 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.

Investment in leases, sales type, net

The fair value of the Company's investment in leases, sales type, net was based on a third party valuation report which utilized both market based and income based valuation approaches to value the underlying land related to the applicable lease.

As such, this was determined to be a Level 3 measurement as defined under ASC 820.

Deferred compensation plan assets

9 unchanged sentences

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Value Carrying

4 unchanged sentences

Investment in leases, financing receivables, net 2,313,775 2,058,800 2,023,606 1,969,326

Investment in leases, sales-type, net 257,207 278,500 — —

Real estate loans, net

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Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

There were no other assets or liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2024 and 2023.

As discussed in Note 1, during the three and nine months ended September 30, 2024, the Company amended the Tropicana Las Vegas Lease due to a change in rent terms resulting from funding certain demolition costs at the site for Bally's.

The lease was reassessed from an accounting perspective which resulted in the amended lease being accounted for as a sales type lease whereas previously it had been treated as an operating lease.

The sales type lease was recorded at the estimated fair value of the land at the reassessment date based on a third party valuation report.

This report utilized a combination of comparable land sales for its market based valuation approach as well as rent multiple capitalization rates for its income valuation approach to determine an estimated fair value which resulted in a $3.8 million gain.

There were no other assets or liabilities measured at fair value on a nonrecurring basis during the nine months ended September 30, 2024 and 2023.

Commitments and Contingencies

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The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s consolidated financial position or results of operations.

The majority of these matters are subject to indemnification and defense obligations of our tenants.

These matters are subject to indemnification and defense obligations by our tenants.

The Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings.

3 unchanged sentences

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

The Company agreed to fund up to $ 225 million for the relocation of PENN's Hollywood 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 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 $ 93 million was funded as of June 30, 2024) 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 draw period of up to 1 year and 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 Rockford which is expected in late August 2024.

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

Additionally, the Company has agreed to fund construction hard costs for Bally's Chicago of up to $ 940.0 million at an 8.5 % initial cash yield.

As discussed in Note 1, the Company has also committed to provide up to $ 110 million (of which $ 13.7 million was funded as of September 30, 2024) of development funding via the Ione Loan.

Any borrowings under the Ione Loan will be subject to an interest rate of 11 %.

On June 3, 2024, the Company announced that it has agreed to fund and oversee a landside move and hotel renovation of The Belle for Casino Queen.

GLPI has committed to provide up to approximately $ 111 million of funding for the project (of which $ 7 million has been funded as of June 30, 2024), which is expected to be completed by September 2025.

The Company has committed to provide up to approximately $ 111 million of funding for the project (of which $ 15 million has been funded as of September 30, 2024), which is expected to be completed by September 2025.

The casino will continue to operate during the construction period except while gaming equipment is being moved to the new facility.

The Company will own the new facility and Casino Queen will pay an incremental rental yield of 9 % on the development funding beginning a year from the initial disbursement of funds, which occurred on May 30, 2024.

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.

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Revenues from Real Estate

As of June 30, 2024, 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, 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!

As of September 30, 2024, 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, 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, 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 and 3 of the Company's real estate investment properties were leased to subsidiaries of Strategic under the Strategic Gaming Leases.

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

Additionally, the land under PENN's Hollywood Casino Morgantown is subject to the Morgantown Lease and the land under the Bally's Chicago development project is subject to the Bally's Chicago Land Lease.

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

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Similarly, the obligations under the Third Amended and Restated Caesars Master Lease, the Horseshoe St.

Louis Lease, the Third Amended and Restated Casino Queen Master Lease, the Bally's Master Lease, the Strategic Gaming Leases and the Tioga Downs Lease are each jointly and severally guaranteed by the applicable parent company and subsidiaries that occupy and operate the leased facilities.

Louis Lease, the Third Amended and Restated Casino Queen Master Lease, the Bally's Master Lease, the Bally's Chicago Land Lease, the Strategic Gaming Leases and the Tioga Downs Lease are each jointly and severally guaranteed by the applicable parent company and 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.

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In the fifth and sixth lease years the building base rent escalates at 1.25 %.

In the seventh and eighth lease years it escalates at 1.75 % and then escalates at 2 % in the ninth lease year and each lease year thereafter.

In the seventh and eighth lease years it escalates at 1.75 % and then escalates at 2 % in the ninth lease year

and each lease year thereafter.

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

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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.

The 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.

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The existing Bally's Master Lease was amended to add these properties with annual rent increases subject to the escalation clauses described above.

As previously discussed the Company assumed the ground lease for the Chicago land for approximately $ 250 million and entered into the Bally's Chicago Land Lease.

The lease is cross-defaulted with the construction development funding agreement.

Upon completion of the improvements and acquisition of the land, GLPI expects to own substantially all of the real estate land and funded improvements related to the Chicago casino and hotel for a total investment of $ 1.19 billion.

Rental income on the land and development funding is being deferred until the project is substantially complete and ready for its intended use.

Income deferred on the project is recorded in construction in progress and totaled $1.1 million for the three and nine months ended September 30, 2024, respectively.

On December 29, 2021, the Maryland Live!

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

As discussed in Note 1, in late August 2024, the Tropicana Las Vegas Lease was reconsidered due to a change in rent terms which resulted in the lease being accounted for as a sales type lease.

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 initial annual rent is subject to fixed 2 % annual escalation beginning with the lease's first anniversary and for the entirety of its term.

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

On February 6, 2024, the Company announced it had acquired the real estate assets of Tioga Downs.

Simultaneously with the acquisition, GLPI entered into the Tioga Downs Lease which has an initial lease term of 30 years and initial annual rent that 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 initial term.

Simultaneously with the acquisition, The Company entered into the Tioga Downs Lease which has an initial lease term of 30 years and initial annual rent that 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 initial term.

On May 16, 2024, the Company acquired the real estate assets of Silverado, DMG, and Baldini's.

Simultaneous with the acquisition, GLPI and affiliates of Strategic entered into the Strategic Gaming Leases.

Simultaneous with the acquisition, the Company and affiliates of Strategic entered into the Strategic Gaming Leases.

The rent is subject to a fixed 2.0 % annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year 11 of the lease, at the greater of 2 % or CPI capped at 2.5 %.

Furthermore, the Company's master leases with percentage rent provide for a floor on the percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing master lease with such tenant).

Furthermore, certain of the Company's leases with percentage rent provide for a floor on the percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing 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.

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

Details of the Company's income from real estate for the three and six months ended June 30, 2024 was as follows (in thousands):

Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Details of the Company's income from real estate for the three and nine months ended September 30, 2024 was as follows (in thousands):

Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Building base rent $ 288,667 $ 857,963

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Total income from real estate $ 385,341 $ 1,141,931

As of June 30, 2024, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands):

As of September 30, 2024, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands):

Year ending December 31, Future Rental Payments Receivable Straight-Line Rent Adjustments (1) Future Base Ground Rents Receivable Future Income to be Recognized Related to Operating Leases

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Total $ 10,349,696 $ 233,843 $ 107,052 $ 10,690,591

(1) Includes a $3.6 million tenant improvement allowance that is being amortized over the life of a tenant lease.

(1) Includes tenant improvement allowance that is being amortized over the life of a tenant lease as well as deferred income on the Bally's Chicago Land Lease.

The table above presents the cash rent the Company expects to receive from its tenants, including adjustments to recognize this rent on a straight-line basis over the lease term.

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See Note 3 for the future contractual cash receipts to be received by the Company under its Investment in leases, financing receivables, net.

The table above excludes contractual rent payments under the Bally's Chicago Land Lease since the project is under development.

The Company may periodically loan funds to casino operators for the purchase or development of real estate.

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Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards).

Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares, and unvested performance-based restricted shares.

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 agreements as described in Note 12.

The effect of the conversion of the OP Units to common shares is excluded from the computation of basic and diluted earnings per share because all net income attributable to the non-controlling interest holders are recorded as income attributable to non-controlling interests and thus is excluded from net income available to common shareholders.

In accordance with ASC 260, the Company includes all performance-based restricted shares that would have vested based upon the Company’s performance at quarter-end in the calculation of diluted EPS.

In accordance with ASC 260, the Company includes all performance-based restricted shares that would have vested based upon the

Company’s performance at quarter-end in the calculation of diluted EPS.

Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method.

The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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482 800 437 765

Dilution attributable to equity forward contract 344 — 5 —

Diluted weighted-average common shares outstanding 274,798 264,207 272,851 263,425

The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, Six Months Ended June 30,

The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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Antidilutive securities excluded from the computation of diluted earnings per share 33 55 93 69

Common stock issuance

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").

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In connection with the 2022 ATM Program, the Company engaged a sales agent who may receive compensation of up to 2 % of the gross sales price of the shares sold.

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 six months ended June 30, 2024, the Company sold 0.2 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $ 9.0 million.

As of June 30, 2024, the Company had $ 584.6 million remaining for issuance under the 2022 ATM Program.

Subsequent to June 30, 2024, the Company sold 2.9 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $ 139.4 million.

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 nine months ended September 30, 2024, the Company sold 3.1 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $ 148.2 million.

During the third quarter and subsequent to September 30, 2024, the Company entered into forward sale agreements to sell 8,170,387 shares for a net sales price of $409.3 million.

No amounts have been or will be recorded on the Company's balance sheet with respect to these forward sale agreements until settlement.

Reflecting the impact of these forward sale agreements, the Company has $ 34.2 million remaining for issuance under the 2022 ATM Program.

The forward sale agreements require the Company to, at its election prior to one year from the commencement of each forward sale agreement, 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 forward sale agreements.

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 forward sale agreements, earnings per share dilution resulting from the forward sale agreements 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 contracts).

Non-controlling interests

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As partial consideration for the closing of the real property assets under the Tioga Downs Lease that occurred on February 6, 2024, the Company’s operating partnership issued 434,304 newly-issued OP units to an affiliate of Tioga Downs which were valued at $ 19.6 million.

As of June 30, 2024, the Company holds a 97.1 % controlling financial interest in the operating partnership.

As of September 30, 2024, the Company holds a 97.2 % controlling financial interest in the operating partnership.

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 $ 6.2 million and $ 12.3 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and six month periods ended June 30, 2024, respectively.

The Company paid $ 5.5 million and $ 12.9 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and six month periods ended June 30, 2023, respectively.

The following table lists the dividends declared and paid by the Company during the six months ended June 30, 2024 and 2023:

The Company paid $ 6.1 million and $ 18.4 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and nine month periods ended September 30, 2024, respectively.

The Company paid $ 5.6 million and $ 18.5 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and nine month periods ended September 30, 2023, respectively.

The following table lists the dividends declared and paid by the Company during the nine months ended September 30, 2024 and 2023:

Declaration Date Shareholder Record Date Securities Class Dividend Per Share Period Covered Distribution Date Dividend Amount

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May 20, 2024 June 7, 2024 Common Stock $ 0.76 Second Quarter 2024 June 21, 2024 $ 206,340

August 28, 2024 September 13, 2024 Common Stock $ 0.76 Third Quarter 2024 September 27, 2024 $ 208,538

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

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

In addition, for the three and six months ended June 30, 2024 dividend payments were made to GLPI restricted stock award holders in the amount of $0.3 million and $0.5 million, respectively.

In addition, for the three and six months ended June 30, 2023, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.5 million, respectively.

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

In addition, for the three and nine months ended September 30, 2024 dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.7 million, respectively.

In addition, for the three and nine months ended September 30, 2023, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.7 million, respectively.

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.

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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.

As of June 30, 2024, there was $ 7.3 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.80 years.

For the three and six months ended June 30, 2024, the Company recognized $ 1.6 million and $ 5.8 million of compensation expense associated with these awards, compared to $ 1.4 million and $ 5.7 million for the three and six months ended June 30, 2023, within general and administrative expenses on the condensed consolidated statements of income.

The following table contains information on restricted stock award activity for the six months ended June 30, 2024:

As of September 30, 2024, there was $ 5.8 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.71 years.

For the three and nine months ended September 30, 2024, the Company recognized $ 1.5 million and $ 7.3 million of compensation expense associated with these awards, compared to $ 1.5 million and $ 7.2 million for the three and nine months ended September 30, 2023, within general and administrative expenses on the condensed consolidated statements of income.

The following table contains information on restricted stock award activity for the nine months ended September 30, 2024:

Number of Award

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Released ( 216,818 )

Outstanding at June 30, 2024 317,572

Outstanding at September 30, 2024 316,439

Performance-based restricted stock awards have a three-year cliff vesting with the amount of restricted shares vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers.

More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies.

As of June 30, 2024, there was $ 23.5 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.94 years.

For the three and six months ended June 30, 2024, the Company recognized $ 3.9 million and $ 7.8 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income compared to $ 3.6 million and $ 7.1 million for the corresponding periods in the prior year.

The following table contains information on performance-based restricted stock award activity for the six months ended June 30, 2024:

As of September 30, 2024, there was $ 19.6 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.77 years.

For the three and nine months ended September 30, 2024, the Company recognized $ 3.9 million and $ 11.7 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income compared to $ 3.7 million and $ 10.8 million for the corresponding periods in the prior year.

The following table contains information on performance-based restricted stock award activity for the nine months ended September 30, 2024:

Number of Performance-Based Award Shares

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Released ( 478,000 )

Outstanding at June 30, 2024 1,537,000

Outstanding at September 30, 2024 1,537,000

Supplemental Disclosures of Cash Flow Information and Noncash Activities

Supplemental disclosures of cash flow information are as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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Noncash Investing and Financing Activities

In connection with the rental term changes on the Tropicana Las Vegas Lease during the three months ended September 30, 2024, the Company reclassified this lease from an operating lease to a sales type lease which resulted in a non-cash gain of $3.8 million which represented the fair value of the land at the reassessment date in excess of the carrying value of the land and the additional funding under the lease of $274.7 million.

On May 16, 2024, the Company recorded a non-cash increase to Investment in leases, financing receivables and Financing lease liabilities of $6.1 million associated with the acquisition of certain real estate assets of Strategic.

See Note 15 for further details.

On February 6, 2024, as partial consideration for the closing of the real property assets under the Tioga Downs Lease, the Company’s operating partnership issued 434,304 newly-issued OP units to an affiliate of Tioga Downs which were valued at $ 19.6 million for accounting purposes at closing and assumed debt of $ 63.5 million that was repaid after closing with the offsetting increase to Investment in leases, financing receivables, net.

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Current year acquisitions

On May 16, 2024, the Company acquired the real estate assets of Silverado, the DMG Casino, and Baldini's for $ 105 million, plus an additional $ 5 million that was funded at closing to reimburse the tenant for capital improvements.

Simultaneous with the acquisition, GLPI and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25 -year term with two ten-year renewal periods.

On September 11, 2024, the Company completed its previously announced $ 250 million acquisition of the land on which Bally's permanent casino in Chicago, Illinois will be constructed.

The Company will also fund construction costs of up to $ 940.0 million for certain real property improvements of the casino.

Rental income being received on the land is being deferred and will be recognized once the development project is substantially complete and ready for its intended use.

On May 16, 2024, the Company acquired the real estate assets of Silverado, DMG, and Baldini's for $ 105 million, plus an additional $ 5 million that was funded at closing to reimburse the tenant for capital improvements.

Simultaneous with the acquisition, the Company and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25 -year term with two ten-year renewal periods.

The transaction was accounted for as a failed sale leaseback and the purchase price allocation of these assets and liabilities based on their respective fair values at the acquisition date are summarized below (in thousands).

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On February 6, 2024, the Company acquired the real estate assets of Tioga Downs, in Nichols, NY from American Racing for $ 175.0 million which comprised of cash, assumed debt that was repaid after closing, and OP Units.

Simultaneously with the acquisition, GLPI entered into the Tioga Downs Lease.

Simultaneously with the acquisition, the Company entered into the Tioga Downs Lease.

The transaction was accounted for as a failed sale leaseback and as such the purchase price, along with incremental transaction costs, was allocated to Investment in leases, financing receivables in the amount of $176.4 million.

Prior 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.

On January 3, 2023, the Company closed its previously announced acquisition from Bally's of the 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.

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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 (subsequently updated to $ 735 million as discussed in Note 16) 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 a subsidiary of Hard Rock, from an affiliate of 815 Entertainment.

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

On August 29, 2023, the Company acquired the land associated with a development project in Rockford, IL, from an affiliate of 815 Entertainment.

Simultaneously with the land acquisition, the Company 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.

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Total purchase price $ 32,722

Subsequent Events

In addition, GLPI secured adjustments to improve the purchase price and related cap rate related to the existing, previously announced, contingent purchase option for Bally’s Lincoln, as well as the addition of a right for GLPI to call the asset beginning on October 1, 2026.

The term sheet represents a binding agreement between GLPI and Bally's unless or until superseded by long-form definitive documents reflecting mutually agreed transaction terms and conditions in further detail.

No assurance can be given that the contemplated transactions will be completed on the proposed terms and/or timeline or at all.

GLPI intends to fund construction hard costs of up to $ 940.0 million at an 8.5 % initial cash yield with the remainder to be funded by Bally’s with the sale leaseback proceeds related to Bally’s Kansas City and Bally’s Shreveport along with other funding sources such as Bally’s Chicago’s planned initial public offering and cash flows from operations.

Funding is expected to occur from August 2024 through December 2026.

GLPI would own all funded improvements, which would be leased to Bally’s with rent commencing at a rate of 8.5 % as advances are made.

In addition to the development funding of hard costs, GLPI also intends to acquire the Chicago land for approximately $ 250 million before development begins.

Upon GLPI’s purchase of the Chicago land GLPI expects that rent will commence under a new lease carrying a 15 year initial term with an initial cash yield of 8.0 %.

The new lease will be cross-defaulted with the construction development funding agreement.

Upon completion of the improvements and acquisition of the land, GLPI expects to own substantially all of the real estate land and improvements related to the Chicago casino and hotel for a total investment of $ 1.19 billion and blended initial cash investment yield of 8.4 %.

GLPI intends to purchase the real property assets of both Bally’s Kansas City and Bally’s Shreveport for total consideration of $ 395 million.

In total, the Chicago, Kansas City, and Shreveport transactions represent a blended 8.3 % yield and are expected to be funded on a staggered basis with cash on hand, retained operational cash flow, availability from the Revolver, and proceeds from potential capital markets activity.

The transactions are subject to several conditions as well as certain third-party consents and regulatory approvals.

Key conditions include but are not limited to:

(a) valid assignment of the current ground lease to GLPI or acquisition by GLPI of the fee interest in Chicago;

(b) the final structure and pro forma capitalization of Bally’s following the proposed acquisition of Bally's by Standard General, or similar transaction, in the event any agreement is reached with the board of directors of Bally’s;

and (d) receipt of all necessary gaming regulatory and other third party approvals.

GLPI and Bally’s have further agreed to adjust GLPI’s existing contingent purchase option for Bally’s Lincoln to reflect a purchase price of $ 735 million, which has been reduced from $ 771 million.

The purchase price adjustment results in the initial cash yield’s favorable adjustment from 7.6 % to 8.0 % based on $ 58.8 million initial cash rent.

GLPI has also been granted a call right, subject only to regulatory approval, beginning on October 1, 2026 to ensure that GLPI has the opportunity to acquire the property prior to the expiration of the current option period.

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-Q

Item 1. Financial Statements