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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-27 · 37 added, 27 removed, 260 unchanged (20% of the section changed)

20 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control -- Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2023, of the Company and our report dated February 27, 2024, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2024, of the Company and our report dated February 20, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

31 unchanged sentences

The information called for in this item is hereby incorporated by reference to the 2025 Proxy Statement.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements.

5 unchanged sentences

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

Financial Statement Schedule:

Financial Statement Schedules:

Schedule III.

Real Estate and Accumulated Depreciation as of December 31, 2024

Mortgage Loans on Real Estate as of December 31, 2024

Exhibits, Including Those Incorporated by Reference.

60 unchanged sentences

as successor to Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.3 to the Company's current report on Form 8-K filed on November 28, 2023).

4.14 Thirteenth Supplemental Indenture, dated as of August 6, 2024, among GLP Capital, L.P.

and GLP Financing II, Inc., as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Computershare Trust Company, N.A.

as successor to Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.3 to the Company's current report on Form 8-K filed on August 12, 2024).

4.15 Fourteenth Supplemental Indenture, dated as of August 6, 2024, among GLP Capital, L.P.

and GLP Financing II, Inc., as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Computershare Trust Company, N.A.

as successor to Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.4 to the Company's current report on Form 8-K filed on August 12, 2024).

4.16 Form of 2026 Note (Incorporated by reference to Exhibit 4.4 and included in Exhibit 4.4 to the Company's current report on Form 8-K filed on April 28, 2016).

6 unchanged sentences

4.22 Form of 2031 Note (Incorporated by reference to Exhibit 4.11 and included in Exhibit 4.3 to the Company's current report on Form 8-K filed on August 18, 2020).

4.21 Form of 2032 Note (Incorporated by reference to Exhibit 4.12 and included in Exhibit 4.

3 to the Company's current report on Form 8-K filed on December 17, 2021).

4.22 Form of 2033 Note (Incorporated by reference to Exhibit 4.13 and included in Exhibit 4.3 to the Company's current report on Form 8-K filed on November 28, 2023).

4.23 Form of 2032 Note (Incorporated by reference to Exhibit 4.12 and included in Exhibit 4.3 to the Company's current report on Form 8-K filed on December 17, 2021).

4.24 Form of 2033 Note (Incorporated by reference to Exhibit 4.

1 3 and included in Exhibit 4.3 to the Company's current report on Form 8-K filed on November 28, 2023).

4.25 Form of 2034 Note (Incorporated by reference to Exhibit 4.

5 and included in Exhibit 4.3 to the Company's current report on Form 8-K filed on August 12, 2024)

4.26 Form of 2054 Note (Incorporated by reference to Exhibit 4.

6 and included in Exhibit 4.4 to the Company's current report on Form 8-K filed on August 12, 2024)

4.27* Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

10.1 Credit Agreement, dated as of October 28, 2013, among GLP Capital, L.P., as successor-by-merger to GLP Financing, LLC, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

(Incorporated by reference to Exhibit 10.4 to the Company's current report on Form 8-K filed on November 1, 2013).

10.2 Amendment No.

1, dated as of July 31, 2015, to the Credit Agreement dated as of October 28, 2013 among GLP Capital, L.P., the several banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the various other parties thereto.

(Incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on S-4 filed on August 28, 2015).

10.3 First Amendment, dated as of March 25, 2016, to Amendment No.

(Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on March 28, 2016).

10.4 Amendment No.

2, dated as of May 21, 2018, to the Credit Agreement dated as of October 28, 2013 among GLP Capital, L.P., the several banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the various other parties thereto.

(Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on May 22, 2018).

10.5 Amendment No.

3, dated as of October 10, 2018, to the Credit Agreement dated as of October 28, 2013 among GLP Capital, L.P., the several banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the various other parties thereto.

(Incorporated by reference to Exhibit 10.5 to the Company's quarterly report on Form 10-Q filed on November 1, 2018).

10.6 Amendment No.

5, dated as of March 30, 2020, to the Credit Agreement dated as of October 28, 2013 among GLP Capital, L.P., the several banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the various other parties thereto (Incorporated by reference to Exhibit 4.1 to the Company's quarterly report on Form 10-Q filed on May 1, 2020).

10.7 Amendment No.

6, dated as of June 25, 2020, to the Credit Agreement dated as of October 28, 2013 among GLP Capital, L.P., the several banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, as further amended (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on July 1, 2020).

10.1 Master Lease, dated November 1, 2013, by and among GLP Capital L.P.

26 unchanged sentences

10.10 Ninth Amendment to the Master Lease Agreement, dated as of January 14, 2022, by and among GLP Capital, L.P.

and Penn Tenant, LLC (Incorporated by reference to Exhibit 10.18 to the Com pany's annual report on Form 10-K filed on February 23, 2023).

and Penn Tenant, LLC (Incorporated by reference to Exhibit 10.18 to the Company's annual report on Form 10-K filed on February 23, 2023).

10.11 Amended and Restated Master Lease, dated February 21, 2023, by and among GLP Capital, L.P.

50 unchanged sentences

Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2023.

(Incorporated by reference to Exhibit 10.39 to the Company's annual report on Form 10-K filed on February 27, 2024).

10.33#* Form on Time Based LTIP Unit Award Agreement under the Gaming and Leisure Properties, Inc.

Second Amended and Restated 2013 Long Term Incentive Compensation Plan .

10.34#* Form of Performance LTIP Unit Award Agreement - MSCI Index under the Gaming and Leisure Properties, Inc.

Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2025 .

10.35#* Form of Performance LTIP Unit Award Agreement NNN under the Gaming and Leisure Properties, Inc.

Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2025.

10.36#* Form of Performance Restricted Stock Award NNN under the Gaming and Leisure Properties, Inc.

Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2024.

10.37#* Form of Performance Restricted Stock Award NNN under the Gaming and Leisure Properties, Inc.

Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2025.

10.38 # Gaming and Leisure Properties, Inc.

11 unchanged sentences

1 to Credit Agreement, dated as of September 2, 2022, by and among GLP Capital, L.P., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on September 8, 2022).

10.45 Amendment No 2.

to Credit Agreement, dated as of December 2, 2024, by and among GLP Capital, L.P., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on December 4, 2024)

10.46 Binding Term Sheet, dated July 11, 2024, by and between GLP Capital, L.P.

and Bally's Corporation (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on July 12, 2024).

19.1 Gaming and Leisure Properties, Inc.

Policy Statement on Trading in Company Securities

Policy Statement on Trading in Company Securities (Incorporated by reference to Exhibit 19.1 to the Company's 10-K filed on February 27, 2024).

21* Subsidiaries of the Registrant.

7 unchanged sentences

97.1 Gaming and Leisure Properties, Inc.

Policy Regarding the Mandatory Recovery of Compensation

Policy Regarding the Mandatory Recovery of Compensation (Incorporated by reference to Exhi bit 9 7.1 to t he Company's 1 0-K filed on February 27, 2024)

101 The following financial information from Gaming and Leisure Properties, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL:

21 unchanged sentences

Director February 20, 2025

/s/ DEBRA MARTIN CHASE Director February 20, 2025

Debra Martin Chase

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 9A. Controls and Procedures