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Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-02-27 · 449 added, 399 removed, 1025 unchanged (45% of the section changed)

6 unchanged sentences

We have audited the accompanying consolidated balance sheets of Gaming and Leisure Properties, Inc.

and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

14 unchanged sentences

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

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

Lease Classification - See Note 12 to the Consolidated Financial Statements

Critical Audit Matter Description

1 unchanged sentence

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

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

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

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

The lease classification tests require subjective judgments, such as the fair value of the underlying leased assets, the residual value of the assets at the end of the lease term and determining the likelihood a tenant will exercise renewal options in order to determine the lease term.

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

How the Critical Audit Matter Was Addressed in the Audit

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

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

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

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

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

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

Our audit procedures related to the judgements surrounding the determination of the inputs and assumptions used in the lease classification test for any new, modified, or amended lease included the following, among others:

• We tested the design and operating effectiveness of relevant controls, including management’s review and approval of the underlying key inputs and assumptions.

• We evaluated the significant judgements and assumptions made by management in determining the lease classification by:

◦ Engaging fair value specialists to evaluate the reasonableness of management's valuation and allocation methodology and related inputs and assumptions to determine fair value, residual value of the leased assets and purchase price allocation of the assets acquired.

◦ Testing the mathematical accuracy of the calculations and comparing the key inputs used in the estimate to external market sources.

◦ Evaluating the significance of leased assets to tenant's operations and the Company’s historical pattern of tenant lease amendments and modifications to assess the lease term.

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

/s/ DELOITTE & TOUCHE LLP

9 unchanged sentences

Investment in leases, financing receivables, net 2,333,114 2,023,606

Investment in leases, sales-type, net 254,821 —

Real estate loans, net 160,590 39,036

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

Right-of-use assets and land rights, net 1,091,783 835,524

Cash and cash equivalents 462,632 683,983

Held to maturity investment securities 560,832 —

Other assets 63,458 55,717

4 unchanged sentences

Operating lease liabilities 244,973 196,853

Financing lease liability 54,261 53,792

Financing lease liabilities 60,788 54,261

Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts 7,735,877 6,627,550

20 unchanged sentences

Income from investment in leases, financing receivables 185,430 152,990 138,309

Income from sales type lease 5,004 — —

Interest income from real estate loans 10,492 1,044 —

Total income from real estate 1,531,546 1,440,392 1,311,685

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

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

Operating expenses

Gaming, food, beverage and other — — 53,039

Land rights and ground lease expense 47,674 48,116 49,048

9 unchanged sentences

Interest income 45,989 12,607 1,905

Insurance proceeds — — 3,500

Losses on debt extinguishment — ( 556 ) ( 2,189 )

23 unchanged sentences

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

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

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

28 unchanged sentences

Accretion on financing receivables and adjustments to lease liabilities ( 28,493 ) ( 22,587 ) ( 18,959 )

Net accretion on held to maturity investment securities ( 10,837 ) — —

Gains on dispositions of property ( 3,790 ) ( 22 ) ( 67,481 )

Deferred income taxes — — 5,326

Stock-based compensation 24,262 22,873 20,427

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

Straight line rent and deferred rent adjustments ( 56,102 ) ( 39,881 ) ( 4,294 )

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

Provision for credit losses, net 37,254 6,461 6,898

(Increase) decrease,

Change in operating assets and liabilities

Other assets ( 10,198 ) ( 7,947 ) 11,777

(Decrease), increase

Dividend and accounts payable, accrued salaries, wages and expenses 1,222 ( 251 ) ( 3,412 )

Accounts payable, accrued expenses, accrued salaries and wages ( 1,391 ) 1,222 ( 251 )

Accrued interest 22,640 815 10,487

4 unchanged sentences

Capital maintenance expenditures ( 134 ) ( 67 ) ( 159 )

Proceeds from assets held for sale and property and equipment, net of costs — 148,709 2,087

Proceeds from sale of operations, net of transaction costs — — 58,993

Loan loss recovery — — 4,000

Proceeds from assets held for sale — — 148,709

Return of contingent consideration from previous acquisition 1,798 — —

Acquisition of real estate assets and deposit payments ( 640,863 ) ( 463,186 ) ( 350,126 )

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

Originations of real estate loans ( 125,160 ) ( 40,000 ) —

Investment in leases, financing receivables ( 203,486 ) ( 100,202 ) ( 129,047 )

Maturities of held to maturity investment securities 340,975 — —

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

Net cash used in investing activities ( 1,605,944 ) ( 650,825 ) ( 354,488 )

8 unchanged sentences

Net cash provided by (used in) financing activities 311,823 86,353 ( 1,051,150 )

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

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

Net increase in cash and cash equivalents ( 221,351 ) 444,900 ( 485,512 )

11 unchanged sentences

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" ).

The Company elected on its United States ("U.S.") federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT and GLPI, together with its indirect wholly-owned subsidiary, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc.

The Company elected on its United States ("U.S.") federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT and GLPI, together with its former indirect wholly-owned subsidiary, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc.

(d/b/a Hollywood Casino Baton Rouge) and Penn Cecil Maryland, Inc.

9 unchanged sentences

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

On February 7, 2025, Bally's Corporation (NYSE:

BALY) ("Bally's") completed its merger transactions with Standard General L.P.

("Standard General") and its affiliates, and pursuant to the terms of the merger agreement, Casino Queen is now a subsidiary of Bally's.

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

In September 2022, Bally's Corporation (NYSE:

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

In September 2022, Bally's acquired both the building assets from GLPI and PENN's outstanding equity interests in Tropicana Las Vegas.

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

7 unchanged sentences

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

On December 16, 2024, the Company issued 137,309 OP Units in connection with its acquisition of Bally's Kansas City Casino ("Bally's Kansas City") and Bally's Shreveport Casino & Hotel ("Bally's Shreveport').

There were 8,224,939 OP Units outstanding as of December 31, 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 December 31, 2023, GLPI’s portfolio consisted of interests in 61 gaming and related facilities, 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 Corporation (NASDAQ:

As of December 31, 2024, GLPI’s portfolio consisted of interests in 68 gaming and related facilities, 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 Corporation (NASDAQ:

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

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

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

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

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

BYD) ("Boyd"), the real property associated with 15 gaming and related facilities operated by Bally's (including Casino Queen) and 1 facility under development with Bally's in Chicago, Illinois, the real property associated with 3 gaming and related facilities operated by Cordish, 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 we own over 5,400 acres and lease approximately 1,000 acres.

As of December 31, 2024, the Company's properties were 100 % occupied.

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

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

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

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

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

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

6 unchanged sentences

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

The Company also purchased the

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

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

The Amended Pinnacle Master Lease was assumed by PENN at the consummation of the PENN-Pinnacle Merger.

The Company also entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park Gaming & Entertainment Center ("Belterra Park"), whereby the Company loaned Boyd $ 57.7 million (the "Belterra Park Loan").

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

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.

3 unchanged sentences

("Tropicana") and certain of its affiliates pursuant to a Purchase and Sale Agreement dated April 15, 2018 between Tropicana and GLP Capital, which was subsequently amended on October 1, 2018 (as amended, the "Amended Real Estate Purchase Agreement").

Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired the real estate assets of Tropicana Atlantic City, Tropicana Evansville, Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge (the "GLP Assets") from Tropicana for an aggregate cash purchase price of $ 964.0 million, exclusive of transaction fees and taxes (the "Tropicana Acquisition").

Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired the real estate assets of Tropicana Atlantic City, Bally's Evansville, Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge ("The Belle") (the "GLP Assets") from Tropicana for an aggregate cash purchase price of $ 964.0 million, exclusive of transaction fees and taxes (the "Tropicana Acquisition").

Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc.

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

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

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

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

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

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

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

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

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

See Note 12 for further discussion.

12 unchanged sentences

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

Bally's Master 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.

Bally's Master Lease, Bally's Chicago Land Lease and Bally's Master Lease II and the Third Amended and Restated Casino Queen Master 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 Bally's Evansville and the Company reacquired the real property assets of Bally's Evansville from Caesars for a cash purchase price of approximately $ 340.0 million.

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

1 unchanged sentence

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

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

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

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

The Company completed the acquisitions of the real estate assets of Bally's Casino Black Hawk ("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 Bally's Master Lease was amended to add these properties with annual rent increases that are subject to the escalation clauses described above.

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 and additional rent of $ 58.8 million.

The Company has been also granted a call right to acquire the property, subject only to regulatory approval, beginning on October 1, 2026 at the same terms.

On July 12, 2024, the Company announced that it entered into a binding term sheet with Bally’s pursuant to which the Company would to acquire the real property assets of Bally’s Kansas City and Bally’s Shreveport Casino 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.

As of December 31, 2024, no construction hard costs have been funded by the Company.

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

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.

On December 16, 2024, the Company completed the purchase of the real property assets of both Bally’s Kansas City and Bally’s Shreveport for total consideration of approximately $ 395 million, which consisted of 137,309 OP units valued at $ 6.8 million and $ 388.6 million of cash of which $ 332.5 million was funded on the Company's revolving credit facility with the remainder paid with cash on hand.

The two properties are in a new triple net master lease that is cross-defaulted with the existing Bally’s Master Lease with the initial annual cash rent pursuant to the agreement for the two new properties of $ 32.2 million (the "Bally's Master Lease II").

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

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

On February 7, 2025, Bally's completed its merger transactions with Standard General and its affiliates, and pursuant to the terms of the merger agreement, Casino Queen is now a subsidiary of Bally's.

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

The HCBR transaction closed on December 17, 2021.

The Company retained ownership of all real estate assets at Hollywood Casino Baton Rouge and simultaneously entered into the Second Amended and Restated Casino Queen Master Lease.

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

See Note 12 for a discussion regarding such renewal options.

Annual rent increases by 0.5 % for the first six years.

Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25 % for any lease year then annual rent shall be increased by 1.25 %, and if the CPI increase is less than 0.25 % then rent will remain unchanged for such lease year.

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

The Company then entered into an amendment to the Second Amended and Restated Casino Queen Master Lease in connection with the acquisition of the land and certain improvements at Casino Queen Marquette for $ 32.72 million on September 6, 2023.

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

Additionally, the Company anticipates funding certain construction costs of a landside development project at Casino Queen Marquette for an amount not to exceed $ 16.5 million.

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

The Company entered into the Third Amended and Restated Casino Queen Master Lease on November 13, 2023.

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

GLPI committed to provide up to approximately $ 111 million of funding for the project (of which $ 35.1 million has been funded as of December 31, 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 facility is ready for its intended use.

Tropicana Las Vegas Lease

14 unchanged sentences

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 Consolidated Statement of Operations for the year ended December 31, 2024.

Morgantown Lease

3 unchanged sentences

Hollywood Casino Morgantown opened on December 22, 2021.

Third Amended and Restated Casino Queen Master Lease

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

The HCBR transaction closed on December 17, 2021.

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

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

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

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

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

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

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

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

Maryland Live!

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On December 29, 2021, the Company completed its acquisition of the real property assets of Live!

Casino & Hotel Maryland and entered into a single asset lease for Live!

Casino & Hotel Maryland and entered into a single asset triple net lease for Live!

Casino & Hotel Maryland (the "Maryland Live!

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

Rockford Lease

Rockford Lease and Rockford Loan

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

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

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

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

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

As of December 31, 2024, $ 150.0 million was advanced and outstanding under the Rockford Loan.

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

On January 1, 2025, the Company amended the terms of the Rockford Loan to reduce the interest rate to 8 % with a maturity date of June 30, 2026 subject to a 6 month extension.

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

Tioga Downs Lease

On February 6, 2024, the Company acquired the real estate assets of Tioga Downs in Nichols, NY from American Racing for $ 175.0 million.

Simultaneous with the acquisition, an affiliate of GLPI and American Racing entered into a triple-net lease agreement for an initial 30 year term followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months (exercisable by the tenant).

The initial annual rent is $ 14.5 million and is subject to annual fixed escalations of 1.75 % beginning with the first anniversary which increases to 2 % beginning in year fifteen of the lease through the remainder of its initial term (the "Tioga Downs Lease").

Strategic Gaming Leases

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

Simultaneous with the acquisition, GLPI Capital 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 (exercisable by the tenant).

The initial aggregate annual cash rent for the new leases is $ 9.2 million and 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 % (the "Strategic Gaming Leases").

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 triple net 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 December 31, 2024, $ 15.1 million was advanced and outstanding under the Ione Loan which has a 5 -year term and an interest rate of 11 %.

Summary of Significant Accounting Policies

Basis of Presentation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods.

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods.

Actual results may differ from those estimates.

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The Company considers the period of future benefit of the asset to determine the appropriate useful lives.

Depreciation is computed using a straight-line method over the estimated useful lives of the buildings and building improvements which are generally between 10 to 31 years.

Depreciation is computed using a straight-line method over the estimated useful lives of the buildings and building improvements which are generally between 5 years to 31 years.

The Company continually monitors events and circumstances that could indicate that the carrying amount of its real estate investments may not be recoverable or realized.

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If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss.

Investment in Leases - Financing receivables

Investment in Leases - Financing receivables and Investment in Leases - Sales Type

In accordance with ASC 842 - Leases ("ASC 842"), for transactions in which the Company enters into a contract to acquire an asset and leases it back to the seller under a sales-type lease (i.e.

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

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

Interest income related to real estate loans is recorded as interest

income from real estate loans within the Company's Consolidated Statements of Income in the period earned.

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

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

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

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

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

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The Company considers all cash balances and highly-liquid investments with original maturities of three months or less to be cash and cash equivalents.

O ther Assets

Held to maturity investment securities

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 of approximately $ 550 million which matured in January 2025 for $ 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 Consolidated Balance Sheet which approximated their fair value.

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

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

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

This amount was credited to the Company in connection with the January 3, 2023 acquisition of the Bally's Biloxi and Bally's Tiverton real estate assets.

See Note 6 for further details.

Debt Issuance Costs and Bond Premiums and Discounts

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If the lease component is determined to be a sales-type lease or direct financing lease, we record a net investment in the lease, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease.

Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized upon execution of the lease or deferred and recognized over the life of the lease, depending on the classification of the lease.

Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized at lease inception or the lease reassessment date or deferred and recognized over the life of the lease, depending on the classification of the lease.

Since we purchase properties and simultaneously enter into new leases directly with the tenants, the net investment in the lease is generally equal to the purchase price of the asset, and, due to the long term nature of our leases, the land and building components of an investment generally have the same lease classification.

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Additionally, percentage rent that is fixed and determinable at the lease inception date is recorded on a straight-line basis over the lease term, resulting in the recognition of deferred rental revenue on the Company’s Consolidated Balance Sheets.

Deferred rental revenue is amortized to rental revenue on a straight-line basis over the remainder of the lease term.

Deferred rental revenue is amortized to rental revenue on a straight-line basis

over the remainder of the lease term.

The lease term includes the initial non-cancelable lease term and any reasonably assured renewable periods.

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

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

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

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

Table game gaming revenue is the aggregate of table drop adjusted for the change in aggregate table chip inventory.

Table drop is the total dollar amount of the currency, coins, chips, tokens, outstanding counter checks (markers), and front money that are removed from the live gaming tables.

Gaming revenue is recognized net of certain sales incentives, including promotional allowances in accordance with ASC 606 - Revenues from Contracts with Customers .

The Company also defers a portion of the revenue received from customers (who participate in the points-based loyalty programs) at the time of play until a later period when the points are redeemed or forfeited.

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

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

Allowance for Credit Losses

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

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

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

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

Our tenants and borrowers are current on all of their obligations as of December 31, 2024 and December 31, 2023.

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

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

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Recoveries previously written off are recorded when received.

The Company recorded a recovery of $4 million for the year ended December 31, 2021 for the settlement of a loan that was previously written off to Casino Queen.

Stock-Based Compensation

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

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

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

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

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

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Segment Information

As described in Note 1, due to the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge in 2021, the Company's operations consist solely of investments in real estate for which all such real estate properties are similar to one another in that they consist of destination and leisure properties and related offerings, whose tenants offer casino gaming, hotel, convention, dining, entertainment and retail amenities, have similar economic characteristics and are governed by triple-net operating leases.

As such, as of January 1, 2022, the Company has one reportable segment.

The Company's operations consist solely of investments in real estate for which all such real estate properties are similar to one another in that they consist of destination and leisure properties and related offerings, whose tenants offer casino gaming, hotel, convention, dining, entertainment and retail amenities, have similar economic characteristics and are governed by triple-net operating leases.

As such, the Company has one reportable segment.

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

See Note 18 for further information.

Concentration of Credit Risk

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As of December 31, 2024, substantially all of the Company's real estate properties were leased to PENN, Cordish, Caesars, Bally's an d Boyd.

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

During the year ended December 31, 2024, approximately 61%, 11%, 11%, 8% and 8% of the Company's collective income from real estate was derived from tenant leases with PENN, Cordish, Bally's (including Casino Queen), Caesars and Boyd, respectively.

PENN, Caesars, Bally's and Boyd are publicly traded companies that are subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and are required to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission ("SEC").

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As of December 31, 2024, the Company's portfolio of 68 properties is diversified by location across 20 states.

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

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

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

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New Accounting Pronouncements

Pending Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses" will require all public business entities to disclose in the notes to their financial statements the following items;

disclose the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities included in each relevant expense caption.

A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed here.

ASU 2024-03 will also require a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses.

The standard is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 with early adoption permitted.

The Company is evaluating the impact this statement will have on the Company's financial statement disclosures.

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

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

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

Accounting Pronouncements Adopted in 2022

In March 2022, the FASB issued ASU No 2022-02, Financial Instruments-Credit Losses which eliminates the accounting guidance for troubled debt restructurings ("TDRs") and requires that entities disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of ASC 326-20, Financial Instruments-Credit Losses-Measured and Amortized Cost .

The Company early adopted the amendments in this update which had no impact on its financial statements or related disclosures as the Company has no TDRs, write-offs, or modifications to disclose on its net investment in leases.

The adoption of ASU 2023-07 did not have a material impact on the Company's financial statements and disclosures.

Real Estate Investments

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

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, investment in leases, financing receivables and investment in leases, sales-type that are described in Notes 5 and 7, respectively) and is summarized as follows:

2024 December 31,

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Real estate investments, net $ 8,148,719 $ 8,168,792

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

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

During 2022, the Company entered into an agreement and completed the sale of excess land for approximately $3.5 million that had a carrying value of $6.8 million and as such the Company recorded an impairment charge of $ 3.3 million for the year ended December 31, 2022.

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.

The Company also acquired certain real estate assets of Bally's Kansas City and Bally's Shreveport in 2024.

Construction in progress primarily represents development funding along with related capitalized interest on the Company's development projects.

Real estate loans, net

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

As discussed in Note 1, the Company entered into the Rockford Loan during the year ended December 31, 2023 and the entire $ 150 million commitment was drawn as of December 31, 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 $ 110.0 million, of which $ 15.1 million was drawn as of December 31, 2024.

On January 1, 2025, the Company amended the terms of the Rockford Loan to reduce the interest rate to 8 % with a maturity date of June 30, 2026, subject to a 6 month extension.

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

(in thousands)

2024 December 31,

(in thousands) (in thousands)

Real estate loans $ 165,160 $ 40,000

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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

Rockford Loan Ione Loan Total

Balance at December 31, 2022

Change in allowance ( 964 ) — ( 964 )

Balance at December 31, 2023

( 964 ) — ( 964 )

Change in allowance ( 3,523 ) ( 83 ) ( 3,606 )

Ending balance at December 31, 2024

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

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

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

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

$ ( 4,487 ) $ ( 83 ) $ ( 4,570 )

The real estate loans are subject to CECL, which is described in Note 7.

The Company recorded a provision for credit losses of $ 3.6 million and $ 1.0 million for the year ended December 31, 2024 and December 31, 2023, respectively on the Company's real estate loans.

Additionally, the Company recorded a benefit of $ 2.1 million and a provision of $ 2.6 million for the year ended December 31, 2024 and December 31, 2023 on unfunded loan commitments.

The reserve for the unfunded loan commitment is recorded in other liabilities on the Consolidated Balance Sheets and totaled $ 0.5 million and $ 2.6 million at December 31, 2024 and December 31, 2023, respectively.

The Company's borrowers are current on their loan obligation as of December 31, 2024.

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

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Current year acquisitions

As discussed in Note 1, the Company completed the purchase of the real property assets of both Bally’s Kansas City and Bally’s Shreveport for total consideration of approximately $ 395 million and the properties were leased back to Bally's subject to the terms of the Bally's Master Lease II.

The Company paid cash of $ 388.6 million and issued 137,309 OP Units valued at $ 6.8 million.

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

Land rights $ 221,189

Land improvements 1,130

Building and improvements 173,170

Total purchase price $ 395,489

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).

Investment in leases, financing receivables $ 116,217

Financing lease liabilities ( 6,054 )

Total purchase price $ 110,163

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, 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.

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Total purchase price $ 627,255

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

At closing, the Company was credited its previously funded $ 200 million deposit as well as a $9.0 million transaction fee that was recorded against the purchase price.

The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Lincoln prior to December 31, 2026 for a purchase price of $ 735.0 million and additional annual rent of $ 58.8 million.

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

The Company has also been granted a call right to acquire the property, subject only to regulatory approval, beginning on October 1, 2026.

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

The facility opened in late August 2024 and is managed by Hard Rock.

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

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Total purchase price $ 32,722

Prior year acquisitions

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

Casino & Hotel Philadelphia and Live!

Casino Pittsburgh and simultaneously entered into the Pennsylvania Live!

Master Lease such that Cordish continues to operate the facilities.

The Company has concluded that the Pennsylvania Live!

Master Lease is required to be accounted for as an Investment in leases, financing receivables on our Condensed Consolidated Balance Sheets in accordance with ASC 310, since control of the underlying assets was not considered to have transferred to the Company under GAAP given the significant initial lease term of the Pennsylvania Live!

Master Lease which was 39 years.

The purchase price of $ 689.0 million was recorded in Investment in leases, financing receivables, net.

On April 13, 2021, the Company announced that it had entered into a binding term sheet with Bally's to acquire the real estate of Bally’s casino properties in Black Hawk, CO and its recently acquired property in Rock Island, IL, in a transaction that was subject to regulatory approval.

This transaction closed on April 1, 2022 and total consideration for the acquisition was $ 150 million.

The parties added the properties to the Bally's Master Lease for incremental rent of $ 12.0 million.

In addition, Bally’s has granted GLPI a right of first refusal to fund the real property acquisition or development project costs associated with any and all potential future transactions in Michigan, Maryland, New York and Virginia through one or more sale-leaseback or similar transactions for a term of seven years.

The purchase price for the acquisition of the real estate assets of Black Hawk and Rock Island were as follows (in thousands):

Land $ 54,386

Building and improvements 95,740

Real estate investments, net $ 150,126

Investment in leases, financing receivables, net

Investment in leases, 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 (in thousands).

Additionally, as described in Note 1, the Company reassessed the Tropicana Las Vegas Lease during 2024 which results in the lease being classified as a sales type lease.

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

2024 December 31,

2023 December 31,

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

Minimum lease payments receivable $ 708,456 $ 9,806,998 $ — $ 9,088,298

Estimated residual values of lease property (unguaranteed) 278,500 1,276,674 — 1,041,087

Gross investment in leases, financing receivables 10,129,385 7,617,413

Total 986,956 11,083,672 — 10,129,385

Unearned income ( 708,454 ) ( 8,716,493 ) — ( 8,083,808 )

Allowance for credit losses ( 23,681 ) ( 34,065 ) — ( 21,971 )

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

The present value of the net investment in the lease payment receivable and unguaranteed residual value at December 31, 2023 was $1,991.4 million and $54.2 million, respectively compared to $1,871.5 million and $50.8 million, respectively at December 31, 2022.

Investment in leases - net $ 254,821 $ 2,333,114 $ — $ 2,023,606

The present value of the net investment in the lease payment receivable and unguaranteed residual value at December 31, 2024 was $ 2,290.0 million and $ 77.1 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 December 31, 2024 was $ 256.7 million and $ 21.8 million for the Company's Investment in leases, sales type.

At December 31, 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

Year ending December 31, Future Minimum Lease Payments- Sales Type Future Minimum Lease Payments for Investment in leases, financing receivables

2025 $ 14,837 $ 164,103

2026 14,837 166,917

2027 14,837 169,858

2028 14,837 172,851

2029 14,837 175,897

Thereafter 634,271 8,957,372

Total $ 708,456 $ 9,806,998

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

Rockford Lease Maryland Live!

Lease Pennsylvania Live!

Master Lease Total

Balance at December 31, 2021 $ — $ 12,226 $ — $ 12,226

Initial allowance from current period investments — — 32,277 32,277

Current period change in credit allowance — ( 8,131 ) ( 17,248 ) $ ( 25,379 )

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

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

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

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

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

Origination year

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

Balance at December 31, 2022 Initial allowance from current period investments Current period change in credit allowance Ending Balance at December 31, 2023 Initial allowance from current period investments Current period change in credit allowance Balance at December 31, 2024

Maryland Live Lease $ 4,095 $ — $ 1,566 $ 5,661 $ — $ 3,071 $ 8,732

PA Live Master Lease 15,029 — ( 1,393 ) 13,636 — 4,835 18,471

Rockford Lease — 3,867 ( 1,193 ) 2,674 — 403 3,077

Tioga Lease — — — — 1,579 1,072 2,651

Strategic Lease — — — — 856 278 1,134

Tropicana LV Lease — — — — 21,293 2,388 23,681

Total $ 19,124 $ 3,867 $ ( 1,020 ) $ 21,971 $ 23,728 $ 12,047 $ 57,746

Investment in leases, financing receivables $ 100,847 $ 704,763 $ 1,239,967 $ 2,045,577

Allowance for credit losses ( 2,674 ) ( 13,636 ) ( 5,661 ) ( 21,971 )

Amortized cost basis at December 31, 2023 $ 98,173 $ 691,127 $ 1,234,306 $ 2,023,606

The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of December 31, 2024 (in thousands):

Origination year Investment in leases, financing receivables Allowance for credit losses Amortized cost basis at December 31, 2024

Allowance as a percentage of outstanding financing receivable

2024 $ 295,674 $ ( 3,785 ) $ 291,889 ( 1.28 ) %

2023 102,861 ( 3,077 ) 99,784 ( 2.99 ) %

2022 713,698 ( 18,471 ) 695,227 ( 2.59 ) %

2021 1,254,946 ( 8,732 ) 1,246,214 ( 0.70 ) %

Total $ 2,367,179 $ ( 34,065 ) $ 2,333,114 ( 1.44 ) %

The amortized cost basis of the Company's investment in leases, sales type by year of origination is shown below as of December 31, 2024 (in thousands):

Origination year Investment in leases, sales type lease Allowance for credit losses Amortized cost basis at December 31, 2024

Allowance as a percentage of outstanding sales type lease

2024 $ 278,502 $ ( 23,681 ) $ 254,821 ( 8.50 ) %

During the year ended December 31, 2024, the Company recorded a provision for credit losses, net of $ 37.3 million.

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

This 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 December 31, 2024 have declined relative to December 31, 2023.

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

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

Master Lease which was originated on March 1, 2022.

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

Lease and the Pennsylvania Live!

Master Lease.

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

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

Rockford Lease and Pennsylvania Live!

Master Lease compared to the Maryland Live!

Lease is primarily due to the significantly higher rent coverage ratio on the Maryland Live!

Lease compared to the Pennsylvania Live!

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

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

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.

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

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

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

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

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

In conjunction with the adoption of ASU 2016-02 on January 1, 2019, the Company recorded right-of-use assets and

related lease liabilities on its Consolidated Balance Sheet to represent its rights to use the underlying leased assets and its future lease obligations, respectively, including for those ground leases paid directly by our tenants.

Because the right-of-use asset relates, in part, to the same leases which resulted in the land right assets the Company recorded on its Consolidated Balance Sheet in conjunction with the Company's assumption of below market leases at the time it acquired the related land and building assets, the Company is required to report the right-of-use assets and land rights in the aggregate on the Consolidated Balance Sheet.

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Right-of-use assets and land rights, net $ 1,091,783 $ 835,524

(1) During the year ended December 31, 2024, the Company acquired certain ground leases that were accounted for as operating leases which totaled $49.4 million.

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

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Land rights, net $ 847,189 $ 639,270

(2) During the year ended December 31, 2024, the Company recorded land rights of $221.2 million in connection with its acquisition of the real estate assets of Bally's Kansas City and Bally's Shreveport.

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

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

As of December 31, 2024, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):

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19,753 19,757

Short-term lease cost — 2

Amortization of land right assets 13,270 13,554

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Amortization expense related to the land right intangibles, as well as variable lease costs and the majority of the Company's operating lease costs are recorded within land rights and ground lease expense in the consolidated statements of income.

The Company's short-term lease costs as well as a small portion of operating lease costs are recorded in both gaming, food, beverage and other expense and general and administrative expense in the consolidated statements of income.

Supplemental Disclosures Related to Operating Leases

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Financing Lease Liabilities

In connection with the acquisition of the real property assets of Live!

Casino & Hotel Maryland, the Company acquired the rights to land subject to a long-term ground lease which expires on June 6, 2111.

As the Maryland Live!

Lease was accounted for as an Investment in lease, financing receivable, the underlying ground lease was accounted for as a financing lease obligation within Lease liabilities on the Consolidated Balance Sheets.

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 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 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 ground lease contains variable lease payments based on a percentage of gaming revenues generated by the facility and has fixed minimum annual payments.

The Company discounted the fixed minimum annual payments at 5.0% to arrive at the initial lease obligation.

At December 31, 2023, maturities of this finance lease were as follows (in thousands):

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

At December 31, 2024, payments under the Company's financing lease liabilities were as follows (in thousands):

Year ending December 31,

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Fair Value of Financial Assets and Liabilities

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate:

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The fair value of the Company’s cash and cash equivalents approximates the carrying value of the Company’s cash and cash equivalents, due to the short maturity of the cash equivalents.

Investment securities held to maturity

In August 2024, the Company purchased U.S.

Treasury Bills that matured in January 2025.

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

Investment in leases, financing receivables, net

The fair value of the Company's net investment in leases, financing receivables, is based on the value of the underlying

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

Lease, the Pennsylvania Live!

Master Lease, and the Rockford Lease.

real estate property the Company owns under these leases.

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

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

Investment in leases, sales type, net

The fair value of the Company's investment in leases, sales type, net was initially 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 at the lease reassessment date.

Subsequent changes in the fair value from this date are based on changes in the commercial real estate price index.

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

Deferred Compensation Plan Assets

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Cash and cash equivalents $ 462,632 $ 462,632 $ 683,983 $ 683,983

Investment securities held to maturity 560,832 561,154 — —

Investment in leases, financing receivables, net 2,333,114 2,087,705 2,023,606 1,969,326

Investment in leases, sales type lease 254,821 280,970 — —

Real estate loans, net 160,590 164,750 39,036 40,299

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Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

There were no assets or liabilities measured at fair value on a nonrecurring basis during the years ended December 31, 2023 and 2022.

As discussed in Note 1, during the year ended December 31, 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 years ended December 31, 2024 and 2023.

Long-term Debt

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(in thousands)

Unsecured $1,750 million revolver $ — $ —

Unsecured $2,090 million revolver due December 2028 $ 332,455 $ —

Term Loan Credit Facility due September 2027 600,000 600,000

$ 500 million 5.375 % senior unsecured notes due November 2023

$ 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 million 6.750 % senior unsecured notes due December 2033

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 277 434

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Total minimum payments $ 7,807,732

Senior Unsecured Credit Agreement and Amended Credit Agreement

On May 13, 2022, GLP Capital entered into a credit agreement (the "Credit Agreement") providing for a $ 1.75 billion revolving credit facility (the "Initial Revolving Credit Facility") maturing in May 2026.

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

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

On September 2, 2022, GLP Capital entered into an amendment No.

1 (the "Amendment") to the Credit Agreement among GLP Capital, Wells Fargo Bank, National Association, as administrative agent (“Agent”), and the several banks and other financial institutions or entities party thereto (as amended by the Amendment, the "Amended Credit Agreement").

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

On December 2, 2024, GLP Capital entered into Amendment No.2 (the “Second Amendment";

the Amended Credit Agreement, as amended by the Second Amendment, the "Second Amended Credit Agreement”) to the Amended Credit Agreement.

Pursuant to the Second Amended Credit Agreement, revolving commitments were increased from $ 1.75 billion to $ 2.09 billion and the maturity date of revolving loans and commitments were extended to December 2, 2028.

In addition, the Second Amended Credit Agreement provides GLP with the right to elect to re-allocate up to $1.04 billion in existing revolving commitments under the Second Amended Credit Agreement to one or more new revolving credit facilities (“Amended Bridge Revolving Facility” and, collectively, the "Amended Bridge Revolving Facilities").

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

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

Amended Bridge Revolving Facilities are intended to be used solely to fund cash distributions to third-party contributors in connection with their contribution of one or more properties to GLP.

GLP’s ability to borrow under any Amended Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP’s financial covenants, as well as the receipt by the Agent of a satisfactory conditional guarantee of the loans under the applicable Amended Bridge Revolving Facility by the applicable contributor or its affiliate, subject to the prior enforcement of all remedies against GLP, GLPI and other applicable sources other than such guarantor.

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

At December 31, 2024, $ 332.5 million was outstanding under the Second Amended Credit Agreement.

Additionally, at December 31, 2024, the Company was contingently obligated under letters of credit issued pursuant to the Second Amended Credit Agreement with face amounts aggregating approximately $ 0.4 million, resulting in $ 1,757.2 million of available borrowing capacity under the Second Amended Credit Agreement as of December 31, 2024.

The interest rates payable on the loans borrowed under the Second Amended Credit Agreement are, at GLP Capital's option, equal to either a SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725 % to 1.40 % per annum for SOFR loans and 0.0 % to 0.4 % per annum for base rate loans, in each case, depending on the credit ratings assigned to the Second Amended Credit Agreement.

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

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

In addition, GLP Capital will pay a

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

The current facility fee rate is 0.25 %.

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

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

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

Subject to customary conditions, including pro forma compliance with financial covenants, GLP Capital can obtain additional term loan commitments and incur incremental term loans or revolving commitments, and outstanding bridge revolving loans shall not exceed $3.5 billion outstanding under the Second Amended Credit Agreement.

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

The weighted average interest rate under the Second Amended Credit Facility at December 31, 2024 was 5.67%.

Certain Covenants and Events of Default

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

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

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

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

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

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

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

At December 31, 2024, the Company was in compliance with all required financial covenants under the Second Amended Credit Agreement.

Term Loan Credit Agreement

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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.

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.

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.

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

2 unchanged sentences

The current applicable margin is 1.30 % for SOFR loans and 0.30 % for base rate loans.

In addition, GLP Capital will pay a commitment fee on the unused commitments under the Term Loan Credit Facility at a rate that ranges from 0.125 % to 0.3 % per annum, depending on the credit ratings assigned to the Credit Facility from time to time.

In addition, GLP Capital will pay a commitment fee on the unused commitments under the Term Loan Credit

Facility at a rate that ranges from 0.125 % to 0.3 % per annum, depending on the credit ratings assigned to the Credit Facility from time to time.

The current commitment fee rate is 0.25 %.

2 unchanged sentences

The Term Loan Credit Facility is not subject to interim amortization.

GLP Capital is required to prepay outstanding term loans with 100% of the net cash proceeds from the issuance of other debt that is unconditionally guaranteed by GLPI and conditionally guaranteed by Bally’s (“Alternative Acquisition Debt”) that is received by GLPI, GLP Capital or any of their subsidiaries after the funding date of the Term Loan Facility (other than any incremental term loans under the Term Loan Credit Agreement and loans under the Bridge Revolving Facility (as defined below)) except to the extent such net cash proceeds are applied to repaying outstanding loans under the Bridge Revolving Facility.

GLP Capital is not otherwise required to repay any loans under the Term Loan Credit Facility prior to maturity.

GLP Capital is not required to repay any loans under the Term Loan Credit Facility prior to maturity.

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

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

Senior Unsecured Credit Agreement and Amended Credit Agreement

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

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

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

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

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

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

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

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

forma compliance with GLP Capital's financial covenants, as well as the receipt by Agent of a conditional guarantee of the

loans under the Bridge Revolving Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP

Capital, GLPI and all sources other than Bally’s.

Loans under the Bridge Revolving Facility will not be treated pro rata with

loans under the existing revolving credit facility.

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

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

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

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

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

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

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

The current facility fee rate is 0.25 %.

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

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

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

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

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

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

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

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

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

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

At December 31, 2024, the Company was in compliance with all required financial covenants under the Term Loan Credit Facility.

Senior Unsecured Notes

At December 31, 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:

incur additional debt and use its assets to secure debt;

merge or consolidate with another company;

and make certain amendments to the Amended PENN Master Lease.

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

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

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

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

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

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 year ended December 31, 2024, the Company redeemed its $ 400 million 3.350 % senior unsecured notes due September 2024.

On January 13, 2023, the Company announced that it called for redemption all of the $ 500.0 million, 5.375 % Senior Notes due in 2023 (the "Notes").

The Company redeemed all of the Notes on February 12, 2023 (the "Redemption Date") for $ 507.5 million which represented 100% of the principal amount of the Notes plus accrued interest through the Redemption Date, incurring a loss on the early extinguishment of debt of $ 0.6 million, primarily related to debt issuance write-offs.

GLPI funded the redemption of the Notes primarily from cash on hand as well as through the settlement of a forward sale agreement that occurred in February 2023 which resulted in the issuance of 1,284,556 shares which raised net proceeds of $ 64.6 million.

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

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The guarantees of GLPI are full and unconditional.

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

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

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

1 unchanged sentence

merge or consolidate with another company;

and make certain amendments to the PENN Master Lease.

and make certain amendments to the Amended PENN Master Lease.

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

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

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

Notes due in 2023 (the "Notes").

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

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

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

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

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

See Note 16 for additional discussion.

At December 31, 2024, the Company was in compliance with all required financial covenants under its Senior Notes.

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Funding commitments

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

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

GLPI agreed to fund up to $ 225 million for

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

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

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

The 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.

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 $ 40 million was

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

Any borrowings under the Rockford Loan

will be subject to an interest rate of 10 %.

The Rockford Loan has a maximum outstanding

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

The Rockford Loan is prepayable without penalty

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

The Rockford Loan

advances are subject to typical construction lending terms and conditions.

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

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

As of December 31, 2024, Penn has not yet requested any funding from the Company for these projects.

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.

Additionally, the Company has agreed to fund construction hard costs for Bally's Chicago of up to $ 940.0 million (of which none has been funded as of December 31, 2024) 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 $ 15.1 million was funded as of December 31, 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.

The Company has committed to provide up to approximately $ 111 million of funding for the project (of which $ 35.1 million has been funded as of December 31, 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.

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 $ 16.5 million.

Finally, on February 3, 2025, the Company agreed to fund, if requested by PENN at their sole discretion, on or before March 1, 2029, construction improvements for the benefit of Ameristar Casino Council Bluffs in an amount not to exceed the greater of (i) the hard costs associated with the project and (ii) $ 150.0 million.

The financing is being offered at a 7.10 % capitalization rate.

PENN shall be entitled, in its sole discretion, to structure such financing as rent or as a 5 year term loan that is pre-payable at any time without penalty.

GLPI will own the entire land-based development regardless of the financing option selected by PENN.

Employee Benefit Plans

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

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

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

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

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

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

The matching contributions for the defined contribution plan were $ 0.1 million for the years ended December 31, 2024, 2023 and 2022.

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

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

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

The Company's matching contributions for the non-qualified deferred compensation plan for each of the years ended December 31, 2024, 2023 and 2022 were $ 0.6 million, $ 0.5 million, and $ 0.5 million, respectively.

The Company's deferred compensation liability, which was included in other liabilities within the Consolidated Balance Sheets, was $ 39.0 million and $ 32.9 million at December 31, 2024 and 2023, respectively.

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Revenues from Real Estate

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

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

As of December 31, 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, an additional 12 of the Company's real estate investment properties were leased to a subsidiary of PENN under the Amended Pinnacle Master Lease, 5 of the Company's real estate investment properties were leased to a subsidiary of Caesars under the Third Amended and Restated Caesars Master Lease, 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease, 8 of the Company's real estate investment properties were leased to a subsidiary of Bally's under the Bally's Master Lease, 2 of the Company's real estate investment properties were leased to a subsidiary of Bally's under Bally's Master Lease II, 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 Bally's 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.

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

Lease and 815 Entertainment under the Rockford Lease.

Lease, American Racing under the Tioga Downs Lease, 815 Entertainment under the Rockford Lease and a facility under development for Bally's in Chicago, Illinois.

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

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

obligations under the Boyd Master Lease, the Maryland Live!

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

The obligations under the Tropicana Las Vegas Lease are guaranteed by Bally's.

The obligations under the Boyd Master Lease, the Maryland Live!

Lease, the Pennsylvania Live!

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

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

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

The rent structure under the Amended PENN Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met, and a component that is based on the revenues of the facilities, which is prospectively adjusted, subject to certain floors (namely the Hollywood Casino at Penn National Race Course property due to PENN's opening of a competing facility) every 5 years to an amount equal to 4 % of the average net revenues of all facilities under the Amended PENN Master Lease during the preceding five years in excess of a contractual baseline.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Horseshoe St.

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

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

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

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

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

opened) and (ii) commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the CPI increase is at least 0.5 % for any lease year, the rent for such lease year shall increase by 1.25 % of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5 % for such lease year, then the rent shall not increase for such lease year.

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

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

The Morgantown Lease became effective on October 1, 2020 whereby the Company is leasing the land under PENN's

gaming facility and the initial rent on the opening date and on each anniversary thereafter for each of the following three lease years shall be increased by 1.5 % annually (on a prorated basis for the remainder of the lease year in which the gaming facility opens), and commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the CPI increase is at least 0.5 % for any lease year, the rent for such lease year shall increase by 1.25 % of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5 % for such lease year, then the rent shall not increase for such lease year.

Hollywood Casino Morgantown opened on December 22, 2021.

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

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

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

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

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

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

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

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

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

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

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

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

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 $ 16.5 million, for a landside development project at Casino Queen Marquette.

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

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

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

The Bally's Master Lease II became effective December 16, 2024 and rent is subject to contractual escalations based on the CPI, with a 1 % floor and a 2 % ceiling, subject to the CPI meeting a 0.5 % threshold.

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 deferred rental revenue and totaled $6.1 million for the year ended December 31, 2024.

On December 29, 2021, the Maryland Live!

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The Pennsylvania Live!

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

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

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

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

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

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.

The Rockford Lease was accounted for as an Investment in leases, financing receivables.

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

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.

The Tioga Downs Lease was accounted for as an Investment in leases, financing receivables.

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

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 %.

The Strategic Gaming Leases were accounted for as Investment in leases, financing receivables.

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

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

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

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

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

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

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

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

The Company currently has not included tenant renewal options in its determination of the initial lease term.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Details of the Company's rental income for the year ended December 31, 2024 was as follows (in thousands):

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As of December 31, 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 Future Base Ground Rents Receivable Future Income to be Recognized Related to Operating Leases

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

2025 $ 1,275,677 $ 57,056 $ 15,546 $ 1,348,279

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Total $ 10,559,595 $ 219,003 $ 143,743 $ 10,922,341

(1) Includes tenant improvement allowance that is being amortized over the life of a tenant lease and excludes deferred income on the Bally's Chicago Land Lease as the facility is under development and as such is not ready for its intended use.

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

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See Note 5 for further details.

Gaming, Food, Beverage and Other Revenues

Prior to the sale of operations of the TRS Properties in 2021, gaming revenue generated by the TRS Properties mainly consisted of revenue from slot machines, and to a lesser extent, table game and poker revenue.

Gaming revenue was recognized net of certain sales incentives, including promotional allowances in accordance with ASC 606.

The Company also deferred a portion of the revenue received from customers (who participated in the points-based loyalty programs) at the time of play until a later period when the points were redeemed or forfeited.

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

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

Stock-Based Compensation

As of December 31, 2023, the Company had 1,934,142 shares available for future issuance under the Amended 2013 Long Term Incentive Compensation Plan (the "2013 Plan").

As of December 31, 2024, the Company had 1,148,414 shares available for future issuance under the 2013 Plan.

The 2013 Plan provides for the Company to issue restricted stock awards, including performance-based restricted stock awards and other equity or cash based awards to employees.

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Released ( 220,413 ) $ 32.54

Canceled ( 1,200 ) $ 45.64

Outstanding at December 31, 2023 269,929 $ 49.49

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Released ( 247,814 ) $ 31.44

Canceled ( 600 ) $ 50.15

Outstanding at December 31, 2024 284,843 $ 50.10

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Released ( 416,220 ) $ 23.62

Canceled ( 30,816 ) $ 17.85

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

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The Company elected on its U.S.

federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT and GLPI, together with its indirect wholly-owned subsidiary, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc.

Louisiana Casino Cruises, Inc.

(d/b/a Hollywood Casino Baton Rouge) and Penn Cecil Maryland, Inc.

(d/b/a Hollywood Casino Perryville) as a TRS effective on the first day of the first taxable year of GLPI as a REIT.

federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT.

The benefits of the intended REIT conversion on the Company's tax provision and effective income tax rate are reflected in the tables below.

Deferred tax assets and liabilities are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the Consolidated Balance Sheets.

These temporary differences result in taxable or deductible amounts in future years.

As a result of the Tax Cuts and Jobs Act, the corporate tax rate was permanently lowered from the previous maximum rate of 35% to 21%, effective for tax years including or commencing January 1, 2018.

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

The provision for income taxes charged to operations for years ended December 31, 2024, 2023 and 2022 was as follows:

7 unchanged sentences

Federal — — —

State — — 1,792

Total deferred — — —

4 unchanged sentences

federal statutory income tax rate 21.0 % 21.0 % 21.0 %

Deferred tax impact of TRS tax-free liquidation — % — % 2.3 %

State and local income taxes 0.3 % 0.3 % 0.4 %

8 unchanged sentences

federal statutory income tax $ 170,053 $ 159,047 $ 151,271

Deferred tax impact of TRS tax-free liquidation — — 13,036

State and local income taxes 2,129 1,997 2,402

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Assumed conversion of performance-based restricted stock awards

Dilution attributable to equity forward contract 32 — —

Diluted weighted-average common shares outstanding 273,534 264,993 253,846

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

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

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

During the year ended December 31, 2024 and 2023, the Company sold $ 3.1 million and 8.5 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $ 148.2 million and $ 404.7 million, respectively.

During the year ended December 31, 2024, the Company entered into forward sale agreements to sell 8,170,387 shares for net sales price of $ 409.3 million subject to certain contractual adjustments.

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

Reflecting the impact of these forward sale agreements, the Company had $ 34.2 million remaining for issuance under the 2022 ATM Program at December 31, 2024.

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 (which contractually matures in the third quarter of 2025 but may be settled prior to this time period at the Company's election), 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).

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

4 unchanged sentences

$ 350.8 million.

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

See Note 6 for further details.

Noncontrolling Interests

As partial consideration for the closing of various real property assets over the past few years, the Company's operating partnership has issued OP Units.

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

On December 16, 2024, the Company's operating partnership issued 137,309 newly issued OP Units valued at $ 6.8 million to affiliates of Bally's as partial consideration for the closing of the real property assets under Bally's Master Lease II.

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

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

In 2022, as partial consideration for the closing of the real property assets under the Pennsylvania Live!

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

3 unchanged sentences

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

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

The Company paid $ 24.6 million, $ 24.1 million and $ 20.7 million in distributions to the non-controlling interest holders concurrently with the dividends paid to

the Company's common shareholders, during the year ended December 31, 2024, December 31, 2023 and December 31, 2022 respectively.

The following table lists the regular dividends declared and paid by the Company during the years ended December 31, 2024, 2023 and 2022:

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February 26, 2024 March 15, 2024 Common Stock $ 0.76 First Quarter 2024 March 29, 2024 $ 206,340

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

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

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

1 unchanged sentence

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

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

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

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

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

4 unchanged sentences

November 23, 2022 December 9, 2022 Common Stock $ 0.705 Fourth Quarter 2022 December 23, 2022 $ 183,813

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

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

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

The dividend was accrued in 2021 and paid on January 7, 2022.

In addition, dividend payments of $61 thousand were made to GLPI restricted stock award holders.

In addition, for the years ended December 31, 2024, 2023 and 2022, dividend payments were made to GLPI restricted stock award holders in the amount of, $ 0.9 million, $ 0.9 million and $ 0.8 million, respectively.

24 unchanged sentences

Noncash Investing and Financing Activities

On December 16, 2024, as part of the consideration for the land and real estate assets of Bally's Kansas City and Bally's Shreveport, the Company issued 137,309 OP Units to affiliates of Bally's that were valued at $ 6.8 million for accounting

purposes at closing.

The Company also recognized a right of use asset and liability of $ 49.2 million on two ground leases in connection with the transaction.

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.

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

4 unchanged sentences

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

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

Casino & Hotel Maryland, the Company issued 4.35 million OP Units that were valued at $ 205.1 million and assumed debt of $ 363.3 million that was repaid after closing.

The Company also recorded a $ 53.3 million increase to lease liabilities for a right of use liability associated with a land lease with an increase to Investment in leases, financing receivables in connection with the transaction.

In connection with the June 3, 2021 transaction with Bally's the Company recorded a $ 36.4 million increase to right of use assets and land rights, net and lease liabilities for a right of use liability associated with a land lease.

As described in Note 1, during the year ended December 31, 2021, the Company sold the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge and leased the underlying real estate to third party operators.

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

As previously discussed, the Company declared a dividend on December 27, 2021, totaling $ 59.3 million, that was paid on January 7, 2022 and that was accrued at December 31, 2021.

Finally, see Note 16 for a description of the stock dividend that was distributed in 2020.

The Company did not engage in any other noncash investing and financing activities during the years ended December 31, 2023, 2022 and 2021.

Segment information

Accordingly, the Company has one operating and reportable segment and the accounting policies of the segment are the same as those described in the summary of significant accounting policies in Note 2.

The Company's chief executive officer assesses performance for the segment and decides how to allocate resources based on measures that are most closely aligned with consolidated net income, as well as other measures to evaluate the Company's results.

These measures are utilized to decide whether to pursue additional real estate investments, to monitor results against budgeted targets, and in competitive analysis in certain benchmarking against peer group companies to assess the performance of the segment and in establishing management's compensation for certain performance based equity plans.

The measure of segment assets is reported on the Company's Consolidated Balance Sheet as total assets.

Subsequent Events

On February 6, 2024, the Company announced it had acquired the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") in Nichols, NY from American Racing & Entertainment, LLC ("American Racing") for $ 175.0 million.

Simultaneous with the acquisition, GLPI and American Racing entered into a triple-net master lease agreement for an initial 30 year term.

The initial annualized rent coverage ratio for the lease is expected to be over 2.3x.

Tioga Downs features a 32,600 square foot gaming floor with 895 slots and 29 table games, a 2,500 square foot FanDuel sports book, a 160 room hotel, 5/8-mile harness horse track, 7 food and beverage locations, and a separate 18-hole championship golf course.

The property underwent a $ 130 million expansion beginning in 2016 after it was awarded a Class III casino license by the State of New York.

On February 12, 2025, Boyd exercised its first 5-year renewal option on both the Boyd Master Lease and the Belterra Park Lease.

As a result, both lease terms now expire on April 30, 2031.

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

51 unchanged sentences

Plainridge, MA — 127,068 123,850 — 127,068 123,850 250,918 24,803 2015 10/15/2018 31

Belterra Park Gaming and Entertainment Center (2)

Cincinnati, OH — 11,689 45,995 — 11,689 45,995 57,684 8,128 2013 5/6/2020 31

Belterra Park Gaming and Entertainment Center Cincinnati, OH — 11,689 45,995 — 11,689 45,995 57,684 10,371 2013 5/6/2020 31

The Meadows Racetrack and Casino

4 unchanged sentences

Atlantic City, NJ — 166,974 392,923 ( 1,066 ) 165,907 392,923 558,830 78,761 1981 10/1/2018 31

Tropicana Evansville (3)

Evansville, IN — 47,439 146,930 ( 194,369 ) — — — — 1995 10/1/2018 N/A

Tropicana Evansville-Bally's Evansville, IN — 120,473 153,130 — 120,473 153,130 273,603 13,135 1995 6/3/2021 31

Bally's Evansville Evansville, IN — 47,439 146,930 ( 194,369 ) — — — — 1995 10/1/2018 N/A

Bally's Evansville Evansville, IN — 120,473 153,130 — 120,473 153,130 273,603 18,074 1995 6/3/2021 31

Tropicana Laughlin

4 unchanged sentences

Baton Rouge, LA — 11,873 52,400 38,967 13,072 90,166 103,238 12,104 1994 10/1/2018 31

Isle Casino Waterloo (3)

Waterloo, IA — 64,263 77,958 — 64,263 77,958 142,221 7,649 2005 12/18/2020 31

Isle Casino Bettendorf (3)

Bettendorf, IA — 29,636 85,150 — 29,636 85,150 114,786 8,355 2015 12/18/2020 31

Isle Casino Waterloo Waterloo, IA — 64,263 77,958 ( 410 ) 63,852 77,958 141,810 10,164 2005 12/18/2020 31

Isle Casino Bettendorf Bettendorf, IA — 29,636 85,150 ( 189 ) 29,447 85,150 114,597 11,102 2015 12/18/2020 31

Horseshoe St.

St Louis, MO — 26,930 219,070 — 26,930 219,070 246,000 24,277 2005 10/1/2020 31

Hollywood Casino Morgantown (4)

Morgantown, PA — 30,253 — — 30,253 — 30,253 — 2020 10/1/2020 N/A

Louis St Louis, MO — 26,930 219,070 — 26,930 219,070 246,000 31,653 2005 10/1/2020 31

Hollywood Casino Morgantown Morgantown, PA — 30,253 — — 30,253 — 30,253 — 2020 10/1/2020 N/A

Hollywood Casino Perryville Perryville, MD — 23,266 31,079 — 23,266 31,079 54,345 20,861 2010 07/1/2021 31

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Casino Queen Marquette Marquette, IA — 32,032 690 — 32,032 690 32,722 247 2000 09/06/2023 6

Bally's Chicago Chicago, IL — 250,745 — 3,874 250,745 3,874 254,619 — 2024 9/11/2024 N/A

Bally's Kansas City Kansas City, MO — 940 96,400 — 940 96,400 97,340 134 1996 12/16/2024 31

Bally's Shreveport Shreveport, LA — 190 76,770 — 190 76,770 76,960 145 1999 12/16/2024 31

— 3,847,071 6,850,611 ( 121,588 ) 3,583,043 6,993,060 10,576,103 2,434,197

Headquarters Property:

GLPI Corporate Office (5)

Wyomissing, PA — 750 8,465 142 750 8,608 9,358 2,266 2014/2015 9/19/2014 31

GLPI Corporate Office Wyomissing, PA — 750 8,465 142 750 8,608 9,358 2,545 2014/2015 9/19/2014 31

Other Properties

Other owned land (6)

various — 6,798 — ( 6,798 ) — — — —

Other owned land various — 6,798 — ( 6,798 ) — — — —

$ — $ 3,854,619 $ 6,859,076 $ ( 128,244 ) $ 3,583,793 $ 7,001,668 $ 10,585,461 $ 2,436,742

(1) In connection with the funding agreement with PENN, new facilities are being developed for the relocation of PENN's riverboat casino in Aurora and PENN is also in the process of relocating its Hollywood Casino Joliet operations.

The Company accelerated the lives of its depreciable assets at the two existing locations to coincide with the expected opening dates of the new facilities.

(2) During 2020, the Company acquired the real estate of both of these properties in satisfaction of previously outstanding loans, subject to the Belterra Park Lease and the Horseshoe St.

Louis Lease, respectively.

(3) On December 18, 2020, Caesar's elected to replace Tropicana Evansville with Isle Casino Bettendorf and Isle Casino Waterloo as allowed under the Third Amended and Restated Caesars Master Lease.

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

The Company is leasing the land back to an affiliate of PENN pursuant to the Morgantown Lease for an initial annual rent of $3.0 million, subject to escalation provisions following the opening of the property.

(5) The Company's corporate headquarters building was completed in October 2015.

The land was purchased on September 19, 2014 and construction on the building occurred through October 2015.

(6) This includes undeveloped land the Company owns at locations other than its tenant occupied properties.

The undeveloped land was sold on August 9, 2022.

The Company accelerated the lives of its depreciable assets in the first quarter of 2023 at the two existing locations to coincide with the expected opening dates of the new facilities.

(2) On April 13, 2021, Bally’s agreed to acquire both GLPI’s non-land real estate assets and PENN's outstanding equity interests in Tropicana Las Vegas Hotel and

This deal closed on September 26, 2022.

In August 2024, a change in rent terms resulted in a lease reconsideration event.

The lease is now a sales type lease and the assets are no longer reported on this schedule.

(3) The aggregate cost for federal income tax purposes of the properties listed above was $9.5 billion at December 31, 2024.

This amount does not include the real estate part of Investment in Financing Lease, net.

This amount does not include the real estate part of Investment in Financing Lease, net or Investment in Sales-type leases, net.

A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2024, 2023 and 2022 is as follows:

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Dispositions (1)

( 227,958 ) — ( 6,890 )

Balance at the end of the period $ 10,585,461 $ 10,347,315 $ 9,626,018

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Additions — — —

— — ( 39,909 )

Dispositions — — 93

Balance at the end of the period $ ( 2,436,742 ) $ ( 2,178,523 ) $ ( 1,918,083 )

(1) Represents accumulated depreciation on real estate assets of Hollywood Casino Perryville and Hollywood Casino Baton Rouge which were leased to third parties during 2021.

See Note 6 in the Notes to the Consolidated Financial Statements for further information.

(1) The 2024 amount primarily represents the reclassification of the Tropicana Las Vegas Lease to a sales type lease from an operating lease due to a lease reclassification event due to a change in terms.

MORTGAGE LOANS ON REAL ESTATE

December 31, 2024

(in thousands)

Description Interest Rate (1)

Final Maturity Date Periodic Payment Terms Prior Liens Face Amount of Mortgage Carrying Amount of Mortgage (2)

Principal Amount of Loans Subject to Delinquent Principal or Interest

Rockford Loan 10 % 9/29/2028 (1)

Interest paid monthly — 150,000 145,513 —

Ione Loan 11 % 9/19/2029

Interest paid monthly — 15,160 15,077 —

$ 165,160 $ 160,590 —

(1) Effective January 1, 2025, the interest rate on the Rockford Loan was reduced to 8% and the loan now matures on June 30, 2026.

(2) The aggregate cost for federal income tax purposes of the mortgage loan listed above was approximately $165 million at December 31, 2024.

The difference between the face amount of the loans and the carrying amount of the loans are the allowance for credit losses that have been recorded in accordance with the Company's accounting policies as described in Note 2.

Year Ended December 31, 2024 Year Ended December 31, 2023

(in thousands)

Mortgage Loans:

Balance at the beginning of the period $ 39,036 $ —

Additions during the period:

New mortgage loans 125,160 40,000

Deductions during the period:

Collections of principal — —

Change in allowance for credit losses ( 3,606 ) ( 964 )

Balance at the end of the period $ 160,590 $ 39,036

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data