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Item 2. Management’s Discussion and Analysis

2025-04-24 compared with 2024-10-24 · 363 added, 451 removed, 186 unchanged (81% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Operations

GLPI is a self-administered and self-managed Pennsylvania REIT.

GLPI was incorporated on February 13, 2013, as a wholly-owned subsidiary of PENN Entertainment, Inc., formerly known as Penn National Gaming, Inc.

PENN) ("PENN").

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

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 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 taxable REIT subsidiary ("TRS") effective on the first day of the first taxable year of GLPI as a REIT.

In connection with the Spin-Off, PENN allocated its accumulated earnings and profits (as determined for U.S.

federal income tax purposes) for periods prior to the consummation of the Spin-Off between PENN and GLPI.

In connection with its election to be taxed as a REIT for U.S.

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

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

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

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

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

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

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

In September 2022, Bally's Corporation (NYSE:

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

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

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

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

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

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

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

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

jointly elected for GLP Financing II, Inc.

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

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

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

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

As of September 30, 2024, GLPI’s portfolio consisted of interests in 66 gaming and related facilities, including the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 6 gaming and related facilities operated by Caesars Entertainment, Inc.

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

BYD) ("Boyd"), the real property associated with 9 gaming and related facilities operated by Bally's and 1 facility under development

for Bally's in Chicago, Illinois, the real property associated with 3 gaming and related facilities operated by Cordish, the real property associated with 4 gaming and related facilities operated by Casino Queen, 1 gaming facility managed by a subsidiary of Hard Rock International ("Hard Rock"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing.

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

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

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

The majority of our earnings are the result of the rental revenues we receive from our triple-net master leases with PENN, Boyd, Bally's, Cordish, Casino Queen and Caesars.

In addition to rent, the tenants are required to pay the following executory costs:

The following discussion and analysis of the financial position and operating results of Gaming and Leisure Properties, Inc.

for the three months ended March 31, 2025 should be read in conjunction with the Financial Statements and related notes thereto and other financial information contained elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the year ended December 31, 2024.

All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

Forward-looking statements in this document are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Gaming and Leisure Properties, Inc.

("GLPI") and its subsidiaries (collectively with GLPI, the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements include information concerning the Company’s business strategy, plans, goals and objectives.

Forward-looking statements in this document include, but are not limited to, statements regarding our ability to grow our portfolio of gaming facilities.

In addition, statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts.

You should understand that the following important factors could affect future results and could cause actual results to differ materially from those expressed in such forward-looking statements:

• our or our partner’s ability to successfully complete construction of various casino projects currently under development for which we have agreed to provide construction development funding, including Bally’s Chicago (as defined below), and the ability and willingness of our partners to meet and/or perform their respective obligations under the applicable construction financing and/or development documents;

• the impact that higher inflation rates and interest rates and uncertainty with respect to the future state of the economy could have on discretionary consumer spending, including the casino operations of our tenants;

• unforeseen consequences related to United States ("U.S.") government, economic, monetary or trade policies and stimulus packages on inflation rates, interest rates and economic growth;

• the ability of our tenants to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including, without limitation, to satisfy obligations under their existing credit facilities and other indebtedness;

• the availability of and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease the respective properties on favorable terms;

• the degree and nature of our competition;

• the ability to receive, or delays in obtaining, the regulatory approvals required to own and/or operate our properties, or other delays or impediments to completing our planned acquisitions or projects;

• the potential of a new pandemic or similar national health crisis, including its effect on the ability or desire of people to gather in large groups (including in casinos), which could impact our financial results, operations, outlooks, plans, goals, growth, cash flows, liquidity, and stock price;

• our ability to maintain our status as a real estate investment trust ("REIT"), given the highly technical and complex Internal Revenue Code (the "Code") provisions for which only limited judicial and administrative authorities exist, where even a technical or inadvertent violation could jeopardize REIT qualification and where requirements may depend in part on the actions of third parties over which the Company has no control or only limited influence;

• the satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis in order for the Company to maintain its REIT status;

• the ability and willingness of our tenants and other third parties to meet and/or perform their obligations under their respective contractual arrangements with us, including lease and note requirements and in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;

• the ability of our tenants to comply with laws, rules and regulations in the operation of our properties, to deliver high quality services, to attract and retain qualified personnel and to attract customers;

• the ability to generate sufficient cash flows to service and comply with financial covenants under our outstanding indebtedness;

• our ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to GLPI, including for the satisfaction of our funding commitments to the extent drawn by our partners, acquisitions or refinancings due to maturities;

• the ability of our tenants to decline our funding commitments by seeking alternative financing solutions and/or if our tenants do elect to utilize our funding commitments, the amounts drawn and the timing of these draws may be different than what the Company assumed;

• adverse changes in our credit rating;

• the availability of qualified personnel and our ability to retain our key management personnel;

• changes in the U.S.

tax law and other federal, state or local laws, whether or not specific to real estate, REITs or the gaming, lodging or hospitality industries;

• changes in accounting standards;

• the impact of weather or climate events or conditions, natural disasters, acts of terrorism and other international hostilities, war (including the current conflict between Russia and Ukraine and conflicts in the Middle East) or political instability;

• the risk that the historical financial statements included herein do not reflect what the business, financial position or results of operations of GLPI may be in the future;

• other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments;

• additional factors as discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the "Annual Report"), in this Quarterly Report on Form 10-Q and Current Reports on Form 8-K as filed with the United States Securities and Exchange Commission.

You should consider the areas of risk described above, as well as those set forth in the "Risk Factors" section in the Company’s Annual Report and this Quarterly Report on Form 10-Q, in connection with considering any forward-looking statements that may be made by the Company generally.

Other unknown or unpredictable factors may also cause actual results to differ materially from those projected by the forward-looking statements.

Most of these factors are difficult to anticipate and are generally beyond the control of the Company.

Except for the ongoing obligations of the Company to disclose material information under the federal securities laws, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required to do so by law.

Company Overview

GLPI is a self-administered and self-managed REIT headquartered in Wyomissing, Pennsylvania.

GLPI was incorporated on February 13, 2013, as a wholly-owned subsidiary of PENN.

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

Since 2021, the Company has been structured as an umbrella partnership REIT under which substantially all of our business is conducted through GLP Capital, the day-to-day management of which is exclusively controlled by GLPI.

GLPI has no material assets other than its investment in GLP Capital.

GLPI issues equity from time to time and is obligated to contribute the net proceeds from those offerings to GLP Capital.

As of March 31, 2025, GLPI holds a 97.0% controlling financial interest in the operating partnership.

Business Strategy

We seek to provide an opportunity to invest in the growth opportunities afforded by the gaming industry, with the stability and cash flow opportunities of a REIT.

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

Under these arrangements, in addition to rent, the tenants are required to pay the following executory costs:

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

Additionally, in accordance with ASC 842, we record revenue for the ground lease rent paid by our tenants with an offsetting expense in land rights and ground lease expense within the Condensed Consolidated Statements of Income as we have concluded that as the lessee we are the primary obligor under the ground leases.

We sublease these ground leases back to our tenants, who are responsible for payment directly to the landlord.

PENN 2023 Master Lease and Amended PENN Master Lease

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

The Original PENN Master Lease was a triple-net lease, the term of which was scheduled to expire on October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.

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

The companies also agreed to a funding mechanism to support PENN's pursuit of relocation and development opportunities at several of the properties included in the PENN 2023 Master Lease.

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

Columbus and Toledo, Ohio;

and Henderson, Nevada.

The properties removed from the Original PENN Master Lease were added to the PENN 2023 Master Lease.

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

Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases, that became effective on January 1, 2023, the terms of which expire on October 31, 2033, with no purchase options, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.

The Company agreed to fund up to $225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75% cap rate and, if requested by PENN, will fund up to $350 million for the relocation of the Hollywood Casino Joliet, as well as the construction of 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.

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

In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc.

("Pinnacle") for approximately $4.8 billion.

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

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

Concurrent with the PENN-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St.

Charles and Belterra Casino Resort from Pinnacle to Boyd (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company’s Amended Pinnacle Master Lease.

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

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

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

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

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

Third Amended and Restated Caesars Master Lease

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

("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 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 Tropicana Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in The Belle 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.

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 to Casino Queen with no change in rent obligation to the Company.

Horseshoe St.

On October 1, 2018, the Company entered into a loan agreement with Caesars in connection with Caesars acquisition of Lumière Place Casino, now known as Horseshoe St.

Louis, whereby the Company loaned Caesars $246.0 million (the "CZR loan").

The CZR loan bore interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until its maturity.

On the one-year anniversary of the CZR loan, the mortgage evidenced by a deed of trust on the Horseshoe St.

Louis property terminated and the loan became unsecured.

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

Louis property in satisfaction of the CZR loan.

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

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

The Horseshoe St.

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

Bally's Master Lease

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

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

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

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

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

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

In connection with GLPI’s commitment to consummate the Bally’s Biloxi and Bally's Tiverton acquisitions, the Company also agreed to pre-fund, at Bally’s election, a deposit of up to $200.0 million, which was funded in September 2022.

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

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

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

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

Funding is expected to occur through December 2026.

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

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

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

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

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

mentioned above.

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

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

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

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

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

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

Key conditions include but are not limited to:

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

(b) completion of customary due diligence;

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

Tropicana Las Vegas Lease

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

On September 26, 2022, Bally’s acquired both the Company’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $145 million.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Morgantown Lease

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

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

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

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.

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

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

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

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

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.

Maryland Live!

Lease and Pennsylvania Live!

On December 6, 2021, the Company announced that it agreed to acquire the real property assets of Live!

Casino & Hotel Maryland, Live!

Casino & Hotel Philadelphia, and Live!

Casino Pittsburgh, including applicable long-term ground leases, from affiliates of Cordish for aggregate consideration of approximately $1.81 billion, excluding transaction costs at deal announcement.

The transaction also includes a binding partnership on future Cordish casino developments, as well as potential financing partnerships between the Company and Cordish in other areas of Cordish's portfolio of real estate and operating businesses.

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 (the "Maryland Live!

On March 1, 2022, the Company completed its acquisition of the real estate assets of Live!

Casino & Hotel Philadelphia and Live!

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

Master Lease").

The Pennsylvania Live!

Master Lease and the Maryland Live!

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

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

Rockford Lease

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

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

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

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

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

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

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

As of September 30, 2024, $150 million was advanced and outstanding under the Rockford Loan.

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

Tioga Downs Lease

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.

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 for reimbursement for capital improvements.

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

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 lease with an initial term of twenty five years and a maximum term of forty five years.

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

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

Executive Summary

Financial Highlights

We reported total revenues and income from operations of $385.3 million and $271.4 million, respectively, for the three months ended September 30, 2024, compared to $359.6 million and $268.3 million, respectively, for the corresponding period in the prior year.

We reported total revenues and income from operations of $1,141.9 million and $822.5 million, respectively, for the nine months ended September 30, 2024, compared to $1,071.4 million and $773.4 million, respectively, for the corresponding period in the prior year.

The major factors affecting our results for the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023, were as follows:

• Total income from real estate increased by $25.8 million to $385.3 million for the three months ended September 30, 2024 compared to $359.6 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $13.5 million for the three months ended September 30, 2024.

Additionally, the three months ended September 30, 2024 benefited by $5.0 million compared to the corresponding period in the prior year from escalations on our leases.

The Company also recognized higher accretion of $1.3 million on its Investment in leases, financing receivables and favorable straight-line rent adjustments of $5.7 million compared to the corresponding period in the prior year.

Finally, the Company had favorable variable rents of $0.3 million for the three months ended September 30, 2024 compared to the corresponding period in the prior year.

• Total income from real estate increased by $70.6 million to $1,141.9 million for the nine months ended September 30, 2024 compared to the corresponding period in the prior year.

The reason for the increase was due to our recent acquisitions which in the aggregate increased cash rental income by $32.3 million for the nine months ended September 30, 2024.

Additionally, the nine months ended September 30, 2024 benefited by $14.7 million compared to the corresponding period in the prior year from escalations on our leases.

The Company also recognized higher accretion of $4.9 million on its Investments in leases, financing receivables and favorable straight-line rent adjustments of $19.8 million compared to the corresponding period in the prior year.

Finally, the Company had unfavorable variable rent of $1.2 million for the nine months ended September 30, 2024 compared to the corresponding period in the prior year primarily related to the trailing 5-year reset on the Amended PENN Master Lease that occurred on November 1, 2023 which was negatively impacted by the casino closures during the COVID-19 pandemic.

• Total operating expenses increased by $22.6 million for the three months ended September 30, 2024 as compared to the corresponding period in the prior year.

The provision for credit losses, net, increased by $26.1 million during the three months ended September 30, 2024.

The provision increased due primarily from the initial establishment of reserves on the Tropicana Las Vegas Lease which is now classified as a sales type lease due to a lease reconsideration event that occurred during the period (See Note 1 for further details).

Additionally, land rights and ground lease expense decreased by $0.6 million due primarily due to the purchase of land that was previously subject to a land lease.

Additionally, general and administrative expenses decreased by $0.1 million and depreciation expense decreased by $1.1 million for the three months ended September 30, 2024 as compared to the corresponding period in the prior year due to certain assets being fully depreciated.

The three months ended September 30, 2024 also had a gain of $3.8 million on the reclassification of the Tropicana Las Vegas Lease to a sales type lease in connection with a lease reconsideration event which occurred during the period (See Note 1 for further details).

The three months ended September 30, 2023 had a property transfer tax recovery of $2.2 million related to a successful appeal initiated by our tenant.

• Total operating expenses increased by $21.5 million for the nine months ended September 30, 2024 as compared to the corresponding period in the prior year.

The provision for credit losses, net, increased by $23.2 million during the nine months ended September 30, 2024.

The provision increased due primarily from the initial establishment of reserves for the Tropicana Las Vegas Lease.

General and administrative expenses increased by $2.5 million due primarily to higher stock based compensation costs, franchise taxes, and transaction costs.

Additionally, land rights and ground lease expense decreased by $0.9 million due primarily to the purchase of land that was previously subject to a land lease.

Finally, depreciation expense decreased by $1.7 million for the nine months ended September 30, 2024 as compared to the corresponding period in the prior year due to certain assets being fully depreciated.

The nine months ended September 30, 2024 also had a gain of $3.8 million on the reclassification of the Tropicana Las Vegas Lease to a sales type lease in connection with a lease reconsideration event which occurred during the period (See Note 1 for further details).

The nine months ended September 30, 2023 had a property transfer tax recovery of $2.2 million related to a successful appeal initiated by our tenant.

• Other expenses increased by $2.3 million for the three months ended September 30, 2024, primarily due to higher interest expense of $15.9 million associated with the Company's increased borrowings to fund our recent acquisitions.

These items were partially offset by higher interest income of $13.6 million as compared to the corresponding period in the prior year because of higher average interest earning balances and higher rates earned on these balances during the current year.

• Other expenses increased by $2.6 million for the nine months ended September 30, 2024, primarily due to higher interest expense of $28.5 million associated with the Company's increased borrowings to fund our recent acquisitions.

These items were partially offset by higher interest income of $25.4 million as compared to the corresponding period in the prior year because of higher average interest earning balances and higher rates earned on these balances during the current year.

The nine months ended September 30, 2023 also included debt extinguishment charges of $0.6 million.

• Net income increased by $0.8 million and $45.9 million for the three and nine months ended September 30, 2024, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.

Property and lease information

The Company has disclosed the following key terms of its Master Leases and Single Property Leases in the tables below, along with the properties within each lease at March 31, 2025.

We believe the following key terms are important for users of our financial statements to understand.

• The Coverage ratio is a defined term in each respective lease agreement with our tenants and represents the ratio of Adjusted EBITDAR to rent expense for the properties contained within each lease.

Adjusted EBITDAR is defined in each respective lease but is generally consistent with the Company's definition of Adjusted EBITDA (as defined on page 42) plus rent expense paid to GLPI.

• Certain leases have a Minimum Escalator Coverage Ratio Governor as disclosed below.

Before a rent escalation of up to 2% on the building base rent component of each lease can occur, the minimum coverage ratio for these leases needs to be 1.8 to 1 for the applicable lease year.

• The reported Coverage ratios below with respect to our tenants' rent coverage over the trailing twelve months were provided by our tenants for the most recently available time period.

GLPI has not independently verified the accuracy of the tenants' information and therefore makes no representation as to its accuracy.

Rent coverage ratios are not reported for ground leases and development projects nor on leases that have been in effect for less than twelve months.

Master Leases

Penn 2023 Master Lease Amended Penn Master Lease

Operator PENN PENN

Properties Hollywood Casino Aurora Aurora, IL Hollywood Casino Lawrenceburg Lawrenceburg, IN

Hollywood Casino Joliet Joliet, IL Argosy Casino Alton Alton, IL

Hollywood Casino Toledo Toledo, OH Hollywood Casino at Charles Town Races Charles Town, WV

Hollywood Casino Columbus Columbus, OH Hollywood Casino at Penn National Race Course Grantville, PA

M Resort Henderson, NV Hollywood Casino Bangor Bangor, ME

Hollywood Casino at the Meadows Washington, PA Zia Park Casino Hobbs, NM

Hollywood Casino Perryville Perryville, MD Hollywood Casino Gulf Coast Bay St.

Argosy Casino Riverside Riverside, MO

Hollywood Casino Tunica Tunica, MS

Boomtown Biloxi Biloxi, MS

Hollywood Casino St.

Louis Maryland Heights, MO

Hollywood Gaming Casino at Dayton Raceway Dayton, OH

Hollywood Gaming Casino at Mahoning Valley Race Track Youngstown, OH

1st Jackpot Casino Tunica, MS

Commencement Date 1/1/2023 11/1/2013

Lease Expiration Date 10/31/2033 10/31/2033

Remaining Renewal Terms 15 (3x5 years) 15 (3x5 years)

Corporate Guarantee Yes Yes

Master Lease with Cross Collateralization Yes Yes

Technical Default Landlord Protection Yes Yes

Default Adjusted Revenue to Rent Coverage 1.1 1.1

Competitive Radius Landlord Protection Yes Yes

Escalator Details

Yearly Base Rent Escalator Maximum 1.5% (1) 2 %

Coverage ratio at December 31, 2024 1.91 2.17

Minimum Escalator Coverage Governor N/A 1.8

Yearly Anniversary for Realization November November

Percentage Rent Reset Details

Reset Frequency N/A 5 years

Next Reset N/A Nov-28

(1) In addition to the annual escalation, a one-time annualized increase of $1.4 million occurs on November 1, 2027.

Master Leases

Amended Pinnacle Master Lease Bally's Master Lease

Operator PENN Bally's

Properties Ameristar Black Hawk Black Hawk, CO Bally's Evansville Evansville, IN

Ameristar East Chicago East Chicago, IN Bally's Dover Casino Resort Dover, DE

Ameristar Council Bluffs Council Bluffs, IA Black Hawk (Black Hawk North, West and East casinos) Black Hawk, CO

L'Auberge Baton Rouge Baton Rouge, LA Quad Cities Casino & Hotel Rock Island, IL

Boomtown Bossier City Bossier City, LA Bally's Tiverton Hotel & Casino Tiverton, RI

L'Auberge Lake Charles Lake Charles, LA Hard Rock Casino and Hotel Biloxi Biloxi, MS

Boomtown New Orleans New Orleans, LA

Ameristar Vicksburg Vicksburg, MS

River City Casino & Hotel St.

Jackpot Properties (Cactus Petes and Horseshu) Jackpot, NV

Plainridge Park Casino Plainridge, MA

Commencement Date 4/28/2016 6/3/2021

Lease Expiration Date 4/30/2031 6/2/2036

Remaining Renewal Terms 20 (4x5 years) 20 (4x5 years)

Corporate Guarantee Yes Yes

Master Lease with Cross Collateralization Yes Yes

Technical Default Landlord Protection Yes Yes

Default Adjusted Revenue to Rent Coverage 1.2 1.2

Competitive Radius Landlord Protection Yes Yes

Escalator Details

Yearly Base Rent Escalator Maximum 2 % (1)

Coverage ratio at December 31, 2024 1.73 (2) 2.01

Minimum Escalator Coverage Governor 1.8 N/A

Yearly Anniversary for Realization May June

Percentage Rent Reset Details

Reset Frequency 2 years N/A

Next Reset May-26 N/A

(1) If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%.

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

(2) Coverage ratio for escalation purposes excludes adjusted revenue and rent attributable to the Plainridge Park facility as well as certain other fixed rent amounts.

Master Leases

Bally's Master Lease II Casino Queen Master Lease

Operator Bally's Bally's

Properties Bally's Kansas City Kansas City, MO DraftKings at Casino Queen East St.

Bally's Shreveport Shreveport, LA The Queen Baton Rouge Baton Rouge, LA

Casino Queen Marquette Marquette, IA

Belle of Baton Rouge Baton Rouge, LA

Commencement Date 12/16/2024 12/17/2021

Lease Expiration Date 12/15/2039 12/31/2036

Remaining Renewal Terms 20 (4x5 years) 20 (4x5 years)

Corporate Guarantee Yes Yes

Master Lease with Cross Collateralization Yes Yes

Technical Default Landlord Protection Yes Yes

Default Adjusted Revenue to Rent Coverage 1.35 (1) 1.4

Competitive Radius Landlord Protection Yes Yes

Escalator Details

Yearly Base Rent Escalator Maximum (2) (3)

Coverage ratio at December 31, 2024 N/A 2.34

Minimum Escalator Coverage Governor N/A N/A

Yearly Anniversary for Realization December December

Percentage Rent Reset Details

Reset Frequency N/A N/A

Next Reset N/A N/A

(1) The default adjusted revenue to rent coverage declines to 1.2 if the annual rent equals or exceeds $60 million on an annual basis.

(2) If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%.

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

(3) Rent increases by 0.5% for the first six years.

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

Master Leases

Boyd Master Lease Caesars Amended and Restated Master Lease

Operator Boyd Caesars

Properties Belterra Casino Resort Florence, IN Tropicana Atlantic City Atlantic City, NJ

Ameristar Kansas City Kansas City, MO Tropicana Laughlin Laughlin, NV

Ameristar St.

Charles, MO Trop Casino Greenville Greenville, MS

Isle Casino Hotel Bettendorf Bettendorf, IA

Isle Casino Hotel Waterloo Waterloo, IA

Commencement Date 10/15/2018 10/1/2018

Lease Expiration Date 4/30/2031 9/30/2038

Remaining Renewal Terms 20 (4x5 years) 20 (4x5 years)

Corporate Guarantee No Yes

Master Lease with Cross Collateralization Yes Yes

Technical Default Landlord Protection Yes Yes

Default Adjusted Revenue to Rent Coverage 1.4 1.2

Competitive Radius Landlord Protection Yes Yes

Escalator Details

Yearly Base Rent Escalator Maximum 2 % 1.75 % (1)

Coverage ratio at December 31, 2024 2.51 1.87

Minimum Escalator Coverage Governor 1.8 N/A

Yearly Anniversary for Realization May October

Percentage Rent Reset Details

Reset Frequency 2 years N/A

Next Reset May-26 N/A

(1) Building base rent will be increased by 1.75% in the 7th and 8th lease year and 2% in the 9th lease year and each year thereafter.

Master Leases

Pennsylvania Live!

Master Lease Strategic Gaming Leases (1)

Operator Cordish Strategic

Properties Live!

Casino & Hotel Philadelphia Philadelphia, PA Silverado Franklin Hotel & Gaming Complex Deadwood, SD

Casino Pittsburgh Greensburg, PA Deadwood Mountain Grand Casino Deadwood, SD

Baldini's Casino Sparks, NV

Commencement Date 3/1/2022 5/16/2024

Lease Expiration Date 2/28/2061 5/31/2049

Remaining Renewal Terms 21 (1x11 years, 1x10 years) 20 (2x10 years)

Corporate Guarantee No Yes

Master Lease with Cross Collateralization Yes Yes

Technical Default Landlord Protection Yes Yes

Default Adjusted Revenue to Rent Coverage 1.4 1.4 (2)

Competitive Radius Landlord Protection Yes Yes

Escalator Details

Yearly Base Rent Escalator Maximum 1.75 % 2% (2)

Coverage ratio at December 31, 2024 2.39 N/A

Minimum Escalator Coverage Governor N/A N/A

Yearly Anniversary for Realization March Jun-26

Percentage Rent Reset Details

Reset Frequency N/A N/A

Next Reset N/A N/A

(1) Consists of two leases that are cross collateralized and co-terminus with each other.

(2) The default adjusted revenue to rent coverage declines to 1.25 if the tenant's adjusted revenues total $75 million or more.

Annual rent escalates at 2% beginning in year three of the lease and in year 11 escalates based on the greater of 2% or CPI, capped at 2.5%.

Single Property Leases

Belterra Park Lease Horseshoe St Louis Lease Morgantown Lease MD Live!

Operator Boyd Caesar PENN Cordish

Properties Belterra Park Gaming & Entertainment Center Horseshoe St.

Louis Hollywood Casino Morgantown Live!

Casino & Hotel Maryland

Cincinnati, OH St.

Louis, MO Morgantown, PA Hanover, MD

Commencement Date 10/15/2018 9/29/2020 10/1/2020 12/29/2021

Lease Expiration Date 04/30/2031 10/31/2033 10/31/2040 12/31/2060

Remaining Renewal Terms 20 (4x5 years) 20 (4x5 years) 30 (6x5 years) 21 (1x11 years, 1x10 years)

Corporate Guarantee No Yes Yes No

Technical Default Landlord Protection Yes Yes Yes Yes

Default Adjusted Revenue to Rent Coverage 1.4 1.2 N/A 1.4

Competitive Radius Landlord Protection Yes Yes N/A Yes

Escalator Details

Yearly Base Rent Escalator Maximum 2% 1.25% (1)

Coverage ratio at December 31, 2024 3.36 1.97 N/A 3.56

Minimum Escalator Coverage Governor 1.8 N/A N/A N/A

Yearly Anniversary for Realization May October December January

Percentage Rent Reset Details

Reset Frequency 2 years N/A N/A N/A

Next Reset May 2026 N/A N/A N/A

(1) For the second through fifth lease years, after which time the annual escalation becomes 1.75% for the 6th and 7th lease years and then 2% for the remaining term of the lease.

(2) Increases by 1.5% on the opening date (which occurred on December 22, 2021) and for the first three lease years.

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

Single Property Leases

Tropicana Lease Tioga Downs Lease Rockford Lease Chicago Lease

Operator Bally's American Racing and Entertainment (managed by Hard Rock) Bally's

Properties Tropicana Las Vegas Tioga Downs Hard Rock Casino Rockford Bally's Chicago Development

Las Vegas, NV Nicholas, NY Rockford, IL Chicago, IL

Commencement Date 9/26/2022 2/6/2024 8/29/2023 9/11/2024

Lease Expiration Date 9/25/2072 2/28/2054 8/31/2122 11/30/2121 (3)

Remaining Renewal Terms 49 (1 x 24 years, 1 x 25 years) 32 years and 10 months (2x10 years, 1x12 years and 10 months) None (3)

Corporate Guarantee Yes Yes No (3)

Technical Default Landlord Protection Yes Yes Yes (3)

Default Adjusted Revenue to Rent Coverage 1.4 1.4 1.4 (3)

Competitive Radius Landlord Protection Yes Yes Yes (3)

Escalator Details

Yearly Base Rent Escalator Maximum (1) 1.75% (2)

Coverage ratio at December 31, 2024 N/A N/A N/A N/A

Minimum Escalator Coverage Governor N/A N/A N/A N/A

Yearly Anniversary for Realization October March September (3)

Percentage Rent Reset Details

Reset Frequency N/A N/A N/A N/A

Next Reset N/A N/A N/A N/A

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

(2) Increases by 1.75% beginning with the first anniversary and increases to 2% beginning in year fifteen of the lease through the remainder of the initial lease term.

(3) The Company is currently in the process of amending and restating the lease to have an initial lease term of 15 years followed by multiple renewal extensions to be agreed upon between Bally's and the Company.

The lease is also anticipated to have lease terms generally consistent with the terms of the Bally's Master Lease except as modified by the binding term sheet.

Funding commitments

As of March 31, 2025, we have entered into various commitments or call rights to finance/acquire future investments in gaming and related facilities for our tenants.

These are detailed in the table below.

Our tenants retain the option to decline our financing for certain projects and may seek alternative financing solutions.

The inclusion of a commitment in this disclosure does not guarantee that the financing will be utilized by the tenant in circumstances where a tenant has the option.

See Note 1 in the Notes to the Condensed Consolidated Financial Statements for further details.

Description Maximum Commitment amount Amount funded at March 31, 2025

Relocation of Hollywood Casino Aurora $225 million None

Relocation of Hollywood Casino Joliet, construction of a hotel at Hollywood Casino Columbus and a hotel tower at the M Resort $350 million None

Construction improvements at Ameristar Casino Council Bluffs (1) None

Potential transaction at the former Tropicana Las Vegas site with Bally's $175 million $48.5 million

Real estate construction costs for Bally's Chicago $940 million None

Funding and oversight of a landside move and hotel renovation at The Belle $111 million $43.5 million

Construction costs for a landside development project at Casino Queen Marquette $16.5 million $0.7 million

Ione Loan to fund a new casino development near Sacramento, California $110 million $18.4 million

Call right to acquire Bally's Lincoln $735 million None

(1) The Company has agreed to fund, if requested by PENN at their sole discretion, on or before March 1, 2029, construction improvements in an amount not to exceed the greater of (i) the hard costs associated with the project and (ii) $150.0 million.

Critical Accounting Estimates

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The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change.

We have identified the accounting for leases, investment in leases, net, allowance for credit losses, income taxes, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.

We have identified the accounting for leases, investment in leases, financing receivables, net, allowance for credit losses, income taxes, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.

We believe the current assumptions and other considerations used to estimate amounts reflected in our condensed consolidated financial statements are appropriate.

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"Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to our audited consolidated financial statements included in our most recent Annual Report.

There has been no material change to these estimates for the three and nine months ended September 30, 2024.

There has been no material change to these estimates for the three months ended March 31, 2025.

Executive Summary

Financial Highlights

We reported total revenues and income from operations of $395.2 million and $258.8 million, respectively, for the three months ended March 31, 2025, compared to $376.0 million and $257.6 million, respectively, for the corresponding period in the prior year.

The major factors affecting our results for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, were as follows:

• Total income from real estate increased by $19.3 million to $395.2 million for the three months ended March 31, 2025 compared to $376.0 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $20.2 million for the three months ended March 31, 2025.

Additionally, the three months ended March 31, 2025 benefited by $5.2 million compared to the corresponding period in the prior year from escalations on our leases, favorable variable rents of $1.5 million and higher ground rent revenue of $0.8 million.

The Company also recognized lower accretion of $1.0 million on its Investment in leases and unfavorable straight-line rent adjustments of $7.4 million compared to the corresponding period in the prior year.

• Total operating expenses increased by $18.0 million for the three months ended March 31, 2025 as compared to the corresponding period in the prior year.

The primary reason for the increase was due to an increase in the provision for credit losses of $16.0 million during the three months ended March 31, 2025.

The provision increase was due primarily from a more pessimistic forward looking economic forecast at March 31, 2025.

The Company incurred higher land rights and ground lease expense of $1.7 million due to the acquisition of the assets in Bally's Master Lease II.

Additionally, general and administrative expenses increased by $0.8 million due primarily from higher stock based compensation expense of $0.7 million.

Partially offsetting these increases was a decline in depreciation expense of $0.3 million.

• Other expenses increased by $10.5 million for the three months ended March 31, 2025, primarily due to higher interest expense of $10.6 million associated with the Company's increased borrowings to fund our recent acquisitions and prefunding the redemption of our $850 million, 5.25% senior unsecured note that occurred in March 2025.

• Net income decreased by $9.2 million for the three months ended March 31, 2025, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.

Results of Operations

The following are the most important factors and trends that contribute or may contribute to our operating performance:

• We have announced or closed numerous transactions in recent years and expect to continue to grow our portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.

• Several wholly-owned subsidiaries of PENN lease a substantial number of our properties and account for a significant portion of our revenue.

• Risks related to economic conditions, including stress in the banking sector, high inflation levels (that have been negatively impacted by the armed conflict between Russia and Ukraine as well as conflicts in the Middle East) and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and certain annual rent escalators we receive from our tenants as outlined in the long-term triple-net leases with these tenants.

• The ability to service or refinance our significant levels of debt at attractive terms and obtain favorable funding in connection with future business opportunities.

• The risks related to economic conditions, including volatility in the financial markets, high inflation levels and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and certain annual rent escalators we receive from our tenants.

• The ability to refinance our significant levels of debt at attractive terms and obtain favorable funding in connection with future business opportunities.

• The fact that the rules and regulations of U.S.

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Department of the Treasury.

Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI and its investors.

The consolidated results of operations for the three and nine months ended September 30, 2024 and 2023 are summarized below:

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

2024 2023 2024 2023

Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI's investors or GLPI.

The consolidated results of operations for the three months ended March 31, 2025 and 2024 are summarized below:

Three Months Ended March 31,

(in thousands)

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non-cash adjustments to financing lease liabilities;

property transfer tax

recoveries and impairment charges;

straight-line rent and deferred rent adjustments;

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and provision (benefit) for credit losses, net, reduced by capital maintenance expenditures.

Finally, we define Adjusted EBITDA as net income excluding, as applicable to the particular period, interest, net;

Finally, we define Adjusted EBITDA as net income excluding, as applicable to the

particular period, interest, net;

income tax expense;

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non-cash adjustments to financing lease liabilities;

property transfer tax recoveries and impairment charges;

losses on debt extinguishment;

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Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP.

The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023 is as follows:

The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three months ended March 31, 2025 and 2024 is as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(in thousands)

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Amortization of debt issuance costs, bond premiums and original issuance discounts

2,803 2,406 8,172 7,312

Stock based compensation 8,858 8,122

Losses on debt extinguishment — — — 556

Accretion on investment in leases, financing receivables (6,896) (7,884)

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Capitalized interest (3,605) —

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

Capital maintenance expenditures (36) (90)

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Adjusted EBITDA $ 360,118 $ 333,426

(1) Current year amount includes $0.1 million and $0.2 million for the three months and nine months ended September 30, 2024, respectively, of tenant improvement allowance amortization.

Net income, FFO, AFFO and Adjusted EBITDA were $190.1 million, $250.6 million, $268.2 million, and $346.4 million for the three months ended September 30, 2024, respectively.

This compares to net income, FFO, AFFO and Adjusted EBITDA of $189.3 million, $254.4 million, $251.2 million and $327.1 million for the corresponding period in the prior year.

The increase in net income of $0.8 million was primarily attributable to an increase in total revenues of $25.8 million, partially offset by increased operating expenses of $22.6 million (which was driven by the increase in provision for credit losses of $26.1 million) and higher other expenses of $2.3 million.

Net income, FFO, AFFO and Adjusted EBITDA were $584.0 million, $774.2 million, $791.2 million, and $1,020.3 million for the nine months ended September 30, 2024, respectively.

Net income, FFO, AFFO and Adjusted EBITDA were $170.4 million, $234.8 million, $272.0 million, and $360.1 million for the three months ended March 31, 2025, respectively.

This compares to net income, FFO, AFFO and Adjusted EBITDA of $179.5 million, $244.4 million, $258.6 million and $333.4 million for the corresponding period in the prior year.

The increase in net income of $45.9 million was primarily attributable to an increase in total revenues of $70.6 million, partially offset by higher operating expenses of $21.5 million (which was a result of an increase in provision for credit losses of $23.2 million) and higher other expenses of $2.6 million.

The increases in FFO for the three months and nine months ended September 30, 2024 were due to the items described above, excluding gains from dispositions of property and real estate depreciation.

The decrease in net income of $9.2 million was primarily attributable to increased operating expenses of $18.0 million (which was driven by the increase in provision for credit losses of $16.0 million) and higher other expenses of $10.5 million (driven by higher interest expense to partially finance our acquisitions) partially offset by an increase in total revenues of $19.3 million.

The decrease in FFO for the three months ended March 31, 2025 was due to the items described above, excluding gains from dispositions of property and real estate depreciation.

The increases in AFFO and Adjusted EBITDA were due to the items described above, as well as the adjustments mentioned in the tables above.

Revenues for the three months and nine months ended September 30, 2024 and 2023 were as follows (in thousands):

Three Months Ended September 30, Percentage

Revenues for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

Three Months Ended March 31, Percentage

2025 2024 Variance Variance

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$ 395,235 $ 375,964 $ 19,271 5.1 %

Nine Months Ended September 30, Percentage

2024 2023 Variance Variance

Rental income $ 996,641 $ 958,410 $ 38,231 4.0 %

Income from investment in leases, financing receivables 137,782 112,931 24,851 22.0 %

Income from sales-type leases 1,240 — 1,240 N/A

Interest income from real estate loans 6,268 22 6,246 N/A

Total income from real estate

• Total income from real estate increased by $25.8 million to $385.3 million for the three months ended September 30, 2024 compared to $359.6 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $13.5 million for the three months ended September 30, 2024.

Additionally, the three months ended September 30, 2024 benefited by $5.0 million compared to the corresponding period in the prior year from escalations on our leases.

The Company also recognized higher accretion of $1.3 million on its Investment in leases, financing receivables, favorable straight-line and deferred rent adjustments of $5.7 million and favorable variable rent of $0.3 million compared to the corresponding period in the prior year.

• Total income from real estate increased by $70.6 million to $1,141.9 million for the nine months ended September 30, 2024 compared to $1,071.4 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $32.3 million for the nine months ended

September 30, 2024.

Additionally, the nine months ended September 30, 2024 benefited by $14.7 million compared to the corresponding period in the prior year from escalations on our leases.

The Company also recognized higher accretion of $4.9 million on its Investment in leases, financing receivables and favorable straight-line rent and deferred rent adjustments of $19.8 million compared to the corresponding period in the prior year.

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

Three Months Ended September 30, 2024 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent and deferred rent adjustments (1) Ground rent in revenue Accretion on financing leases Total income from real estate

• Total income from real estate increased by $19.3 million to $395.2 million for the three months ended March 31, 2025 compared to $376.0 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $20.2 million for the three months ended March 31, 2025.

Details of the Company's income from real estate for the three months ended March 31, 2025 was as follows (in thousands)

Three Months Ended March 31, 2025 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent and deferred rent adjustments (1) Ground rent in revenue Accretion on financing leases Total income from real estate

Amended PENN Master Lease $ 54,152 $ 10,759 $ 6,561 $ — $ 71,472 $ 4,952 $ 473 $ — $ 76,897

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Bally's Master Lease 26,411 — — — 26,411 — 2,555 — 28,966

Bally's Master Lease II 8,048 — — 8,048 — 954 — 9,002

Maryland Live!

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Strategic Gaming Leases 2,299 — — 2,299 — 106 294 2,699

Bally's Chicago — 5,000 — 5,000 (5,000) — — —

Ione Loan — — — 459 459 — — — 459

Bally's Chicago Lease — 1,111 — — 1,111 (1,111) — — —

Total $ 299,507 $ 49,523 $ 18,109 $ 3,459 $ 370,598 $ 8,412 $ 9,329 $ 6,896 $ 395,235

(1) Amount includes $0.1 million of tenant improvement allowance amortization.

Nine Months Ended September 30, 2024 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent and deferred rent adjustments (2) Ground rent in revenue Accretion on financing leases Total income from real estate

(1) Current year amount includes $0.1 million of tenant improvement allowance amortization.

Three Months Ended March 31, 2024 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent adjustments Ground rent in revenue Accretion on financing leases Total income from real estate

Amended PENN Master Lease $ 53,090 $ 10,759 $ 6,519 $ — $ 70,368 $ 4,952 $ 569 $ — $ 75,889

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Tioga Lease 2,212 — — — 2,212 — 1 584 2,797

Strategic Gaming Leases 3,475 — — — 3,475 — 141 390 4,006

Ione Loan — — — 46 46 — — — 46

Bally's Chicago Lease — 1,111 — — 1,111 (1,111) — — —

Total $ 282,658 $ 43,386 $ 16,614 $ 1,077 $ 343,735 $ 15,790 $ 8,555 $ 7,884 $ 375,964

(2) Amount includes $0.2 million of tenant improvement allowance amortization.

In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in land rights and ground lease expense within the condensed consolidated statements of income as the Company has concluded that as the lessee it is the primary obligor under the ground leases.

The Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord.

The Company recognizes earnings on Investment in leases, financing receivables, based on the effective yield method using the discount rate implicit in the leases.

The Company recognizes earnings on Investment in leases, financing receivables and Investment in leases, sales type based on the effective yield method using the discount rate implicit in the leases.

The amounts in the table above labeled accretion on financing leases represent earnings recognized in excess of cash received during the period.

Operating expenses

Operating expenses for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):

Three Months Ended September 30, Percentage

2024 2023 Variance Variance

Land rights and ground lease expense $ 11,758 $ 12,406 $ (648) (5.2) %

General and administrative 13,472 13,600 (128) (0.9) %

Gains from dispositions (3,790) (22) (3,768) 17,127.3 %

Depreciation 64,771 65,846 (1,075) (1.6) %

Property transfer tax recovery — (2,187) 2,187 N/A

Provision for credit losses 27,686 1,613 26,073 1,616.4 %

Total operating expenses $ 113,897 $ 91,256 $ 22,641 24.8 %

Nine Months Ended September 30, Percentage

Operating expenses for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

Three Months Ended March 31, Percentage

2025 2024 Variance Variance

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General and administrative 18,713 17,886 827 4.6 %

Gains from dispositions (3,790) (22) (3,768) 17,127.3 %

Gains from dispositions (125) — (125) N/A

Depreciation 65,012 65,360 (348) (0.5) %

Property transfer tax recovery — (2,187) 2,187 (100.0) %

Provision for credit losses 39,246 23,294 15,952 68.5 %

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Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases.

The land rights and ground lease expense declines for the three and nine months ended September 30, 2024, as compared to the corresponding period in the prior year was primarily due to the acquisition of certain land that was previously subject to ground leases.

Land rights and ground lease expense increased by $1.7 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year due to the acquisition of the real estate assets in Bally's Master Lease II.

General and Administrative Expense

General and administrative expenses include items such as compensation costs (including stock based compensation), professional services and costs associated with development activities.

General and administrative expenses decreased by $0.1 million and increased by $2.5 million for the three and nine months ended September 30, 2024 as compared to the corresponding period in the prior year.

The reason for the increase for the nine month period ended September 30, 2024 was primarily due to higher stock based compensation costs, franchise taxes and payroll costs.

Gains from dispositions

Gains from dispositions for the three and nine months ended September 30, 2024 of $3.8 million was due to the lease reconsideration event for the Tropicana Las Vegas Lease which resulted in the lease being reclassified from an operating lease to a sales type lease.

See Note 1 for further discussion.

Depreciation expense decreased by $1.1 million and $1.7 million for the three and nine months ended September 30, 2024 as compared to the corresponding period in the prior year due to certain assets being fully depreciated.

Property transfer tax recovery

During the three and nine months ended September 30, 2023, the Company recorded a property transfer tax recovery of $2.2 million related to a successful appeal initiated by our tenant.

General and administrative expenses increased by $0.8 million for the three months ended March 31, 2025 as compared to the corresponding period in the prior year.

This was due primarily to higher stock based compensation expense of $0.7 million.

Depreciation expense decreased by $0.3 million for the three months ended March 31, 2025 as compared to the corresponding period in the prior year.

Provision for credit losses

The Company recorded a provision for credit losses of $27.7 million for the three months ended September 30, 2024 compared to a provision for credit losses of $1.6 million for the corresponding period in the prior year.

The Company recorded a provision for credit losses of $39.2 million for the three months ended March 31, 2025 compared to a provision of $23.3 million for the corresponding period in the prior year.

As described in Note 3, the Company follows ASC 326 “Credit Losses”, which requires that the Company measure and record current expected credit losses, the scope of which includes our Investments in leases, financing receivables, net as well as the Company's real estate loans and related loan commitment.

The reason for the significant provision during the three months ended September 30, 2024 was due primarily to the establishment of the initial reserves associated with the Tropicana Las Vegas Lease.

During the nine months ended September 30, 2024, the Company recorded a provision of $47.2 million compared to $24.0 million for the corresponding period in the prior year.

The primary reason for these provisions was due to the aforementioned reserves associated with the Tropicana Las Vegas Lease as well as declines in the estimated real estate values underlying the Company's Investment in leases, financing receivables.

These values are estimated based on long term projections of the Commercial Real Estate Price Index which, as of September 30, 2024 and September 30, 2023, have declined compared to the year end levels at December 31, 2023 and December 31, 2022, respectively.

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.

The reason for the increased provision during the three months ended March 31, 2025 was due to a more pessimistic forward looking economic forecast utilized in our CECL reserve calculation.

Future changes in economic projections, 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.

Other income (expenses)

Other income (expenses) for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):

Three Months Ended September 30, Percentage

2024 2023 Variance Variance

Interest expense $ (95,705) $ (79,788) $ (15,917) 19.9 %

Interest income 14,876 1,273 13,603 1,068.6 %

Total other expenses $ (80,829) $ (78,515) $ (2,314) 2.9 %

Nine Months Ended September 30, Percentage

Other income (expenses) for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

Three Months Ended March 31, Percentage

2025 2024 Variance Variance

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Interest income 9,356 9,232 124 1.3 %

Losses on debt extinguishment — (556) 556 (100.0) %

Total other expenses $ (87,916) $ (77,443) $ (10,473) 13.5 %

Interest expense

Interest expense increased by $15.9 million and $28.5 million for the three and nine months ended September 30, 2024, as compared to the corresponding period in the prior year.

The increase was due to increased borrowings that partially funded our recent acquisitions.

Interest income

Interest income increased by $13.6 million and $25.4 million for the three and nine months ended September 30, 2024 as compared to the corresponding period because of higher average interest earning balances and higher rates earned on these balances during the current year.

Losses on debt extinguishmen t

The Company redeemed its $500 million, 5.375% Senior Notes that were scheduled to mature in November 2023 during the nine months ended September 30, 2023.

In connection with this transaction, the Company wrote-off deferred issuance costs of $0.6 million.

Interest expense increased by $10.6 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year.

The increase was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.

Net income attributable to noncontrolling interest in the Operating Partnership

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Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a noncontrolling interest in the Condensed Consolidated Balance Sheets and allocates the proportion of net income to the noncontrolling interests on the Condensed Consolidated Statements of Income.

The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders.

The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.

Liquidity and Capital Resources

Our primary sources of liquidity and capital resources are cash flow from operations, borrowings from banks, and proceeds from the issuance of debt and equity securities.

Net cash provided by operating activities was $780.4 million and $746.4 million during the nine months ended September 30, 2024 and 2023, respectively.

The increase in net cash provided by operating activities of $34.0 million for the nine months ended September 30, 2024, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $45.9 million and an increase in interest income of $21.3 million.

This was partially offset by increases in cash paid for employee compensation of $1.6 million, cash paid for interest of $11.8 million, cash paid for operating expenses of $19.1 million and cash paid for taxes of $1.6 million The increase in cash receipts collected from our customers for the nine months ended September 30, 2024, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions and lease escalations.

The increase in interest income was due to higher average interest earning balances and higher rates earned on these balances in the current year.

Investing activities used cash of $1,177.1 million and $635.3 million during the nine months ended September 30, 2024 and 2023, respectively.

Net cash used in investing activities during the nine months ended September 30, 2024 primarily consisted of $440.7 million for the acquisition of real estate for the Bally's Chicago development project, the Belle landside development project and the real estate assets contained within the Tioga Downs Lease and Strategic Gaming Leases which were accounted for as Investment in leases, financing receivables.

The Company had real estate loan originations of $123.7 million, $48.6 million for the demolition funding related to the development project at the Tropicana site, the purchase of zero coupon U.S.

Treasury Bills totaling $891.0 million, and capital expenditures of $15.9 million, partially offset by the maturity of zero coupon U.S.

Treasury Bills totaling $341.0 million and the proceeds from a tax refund related to a previous acquisition of $1.8 million.

The net cash used in investing activities for the nine months ended September 30, 2023 consisted primarily of $455.6 million for the acquisition of the real estate assets, $100.2 million for the acquisition of land for the Rockford development project that was accounted for as an investment in leases, financing receivables and capital expenditures of $39.5 million and loan originations of $40.0 million.

Financing activities used cash of $206.9 million and $269.0 million during the nine months ended September 30, 2024 and 2023, respectively.

Net cash used in financing activities during the nine months ended September 30, 2024 was driven by the repayment of long term debt of $463.6 million, dividend payments of $621.9 million, non-controlling interest distributions of $18.4 million, and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million which were partially offset by proceeds from the issuance of common stock, net of costs, totaling $148.2 million and proceeds from the issuance of long term debt, net of costs of $1,177.4 million.

Cash used in financing activities during the nine months ended September 30, 2023 was driven by the repayment of long term debt of $575.1 million, dividend payments of $636.4 million, noncontrolling interest distributions of $18.5 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $13.4 million, partially offset by proceeds from the issuance of long term debt, net of costs of $685.0 million and proceeds from the issuance of common stock, net of costs of $289.5 million.

Net cash provided by operating activities was $252.5 million and $257.9 million during the three months ended March 31, 2025 and 2024, respectively.

The decrease in net cash provided by operating activities of $5.4 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $26.9 million along with decreases in cash paid for operating expenses of $2.6 million and an increase in interest income of $13.2 million.

This was offset by increases in cash paid for employees and cash paid for interest of $1.3 million and $46.8 million respectively.

The increase in cash receipts collected from our customers for the three months ended March 31, 2025, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions and lease escalations and the increase in interest expense was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.

Investing activities provided cash of $534.0 million and used cash of $448.4 million during the three months ended March 31, 2025 and 2024, respectively.

Net cash provided by investing activities during the three months ended March 31, 2025 primarily consisted of the maturity of zero coupon U.S.

Treasury Bills totaling $550.0 million, partially offset by Ione Loan fundings of $3.2 million, and capital expenditures of $12.9 million.

The net cash used in investing activities for the three months ended March 31, 2024 consisted primarily of $93.3 million for the acquisition of the real estate assets which were added to the Bally's Master Lease, the purchase of zero coupon U.S.

Treasury Bills totaling $341.0 million and Ione Loan fundings of $14.0 million.

Financing activities used cash of $1,080.3 million and $281.9 million during the three months ended March 31, 2025 and 2024, respectively.

Net cash used in financing activities during the three months ended March 31, 2025 was driven by the repayment of long term debt of $850.1 million, dividend payments of $209.1 million, non-controlling interest distributions of $6.3 million, and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.8 million.

Cash used in financing activities during the three months ended March 31, 2024 was driven by the repayment of long term debt of $63.5 million, dividend payments of $206.6 million, noncontrolling interest distributions of $6.1 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million, partially offset by proceeds from the issuance of common stock, net of costs of $9.0 million.

Capital Expenditures

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Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair.

During the nine months ended September 30, 2024 and 2023, we spent approximately $15.9 million and $39.5 million, respectively, for capital expenditures.

The majority of the capital expenditures in 2024 were related to a landside development project at The Belle and in 2023 the expenditures were related to a landside development project at Hollywood Casino Baton Rouge that was completed in August 2023.

Term Loan Credit Agreement

On September 2, 2022, GLP Capital entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (“Term Loan Agent”), and the other agents and lenders

party thereto from time to time, providing for a $600 million delayed draw credit facility with a maturity date of September 2, 2027 (the “Term Loan Credit Facility”).

The Term Loan Credit Facility is guaranteed by GLPI.

The availability of loans under the Term Loan Credit Facility is subject to customary conditions, including pro forma compliance with financial covenants, and the receipt by Term Loan Agent of a conditional guarantee of the Term Loan Credit 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.

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

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

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

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

Interest Rate and Fees

The interest rates per annum applicable to loans under the Term Loan Credit Facility are, at GLP Capital's option, equal to either a Secured Overnight Financing Rate ("SOFR") based rate or a base rate plus an applicable margin, which ranges from 0.85% to 1.7% per annum for SOFR loans and 0.0% to 0.7% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Term Loan Credit Facility.

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.

The current commitment fee rate is 0.25%.

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

Amortization and Prepayments

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 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.

Certain Covenants and Events of Default

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

The financial covenants include the following, which are measured quarterly on a trailing four-quarter basis:

(i) maximum total debt to total asset value ratio, (ii) maximum senior secured debt to total asset value ratio, (iii) maximum ratio of certain recourse debt to unencumbered asset value, and (iv) minimum fixed charge coverage ratio.

GLPI is required to maintain its status as a REIT and is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status.

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 Term Loan Credit Facility also contains certain customary affirmative covenants and events of default.

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

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

Senior Unsecured Credit Agreement and Amended Credit Agreement

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

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

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

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

1 (the "Amendment") to the Credit Agreement (as amended, the "Amended 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 such amendment, the "Amended Credit Agreement").

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

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

Amounts repaid under the Bridge Revolving Facility cannot be reborrowed and the corresponding commitments are automatically re-allocated to the existing revolving facility under the 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 September 30, 2024, no amounts were outstanding under the Amended Credit Agreement.

Additionally, at September 30, 2024, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,749.6 million of available borrowing capacity under the Amended Credit Agreement as of September 30, 2024.

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

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:

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

Senior Unsecured Notes

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

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

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.

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

The Company plans to use the net proceeds for working capital and general corporate purposes, which may include the funding of announced transactions, development and improvement of properties, repayment of indebtedness, capital expenditures and other general business purposes.

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

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

If GLPI experiences a change of control accompanied by a decline in the credit rating of the Senior Notes of a particular series, the Company will be required to give holders of the Senior Notes of such series the opportunity to sell their Senior Notes of such series at a price equal to 101% of the principal amount of the Senior Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase date.

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

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

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

The guarantees of GLPI are full and unconditional.

The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of

the Issuers' senior indebtedness, including the Amended Credit 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:

incur additional debt and use its assets to secure debt;

merge or consolidate with another company;

and make certain amendments to the 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.

GLPI owns all of the assets of GLP Capital and conducts all of its operations through the operating partnership.

Pursuant to Rule 3-10 of Regulation S-X, we are not required to provide separate financial statements for the Issuers and GLPI since they are consolidated into GLPI and the GLPI guarantee is "full and unconditional".

During the three months ended March 31, 2025 and 2024, we spent approximately $12.9 million and $0.1 million, respectively, for capital expenditures.

The majority of the capital expenditures in 2025 were related to a land side and hotel development project at The Belle.

The Company has access to a $2.09 billion variable rate revolving credit facility under its credit Agreement, as amended (the "Amended Credit Agreement") of which $332.5 million is outstanding as of March 31, 2025.

Additionally, 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 $1,757.2 million of available borrowing capacity under the Amended Credit Agreement as of March 31, 2025.

The Company has $6.89 billion of debt outstanding with a weighted average maturity and interest rate of 6.3 years and 5.06%, respectively as of March 31, 2025.

The majority of the Company's debt obligations have fixed interest rates from the issuance of its senior unsecured notes.

During the three month period ended March 31, 2025, the Company redeemed its $850 million 5.250% note that was due in June 2025.

See Note 7 for the future minimum repayments of the Company's debt obligations.

GLPI owns 97.0% of the assets of GLP Capital and conducts all of its operations through the operating partnership.

Based on the amendments to Rule 3-10 of Regulation S-X that the SEC released on January 4, 2021, we note that since GLPI fully and unconditionally guarantees the debt securities of the Issuers and consolidates both Issuers, we are not required to provide separate financial statements for the Issuers and GLPI since they are consolidated into GLPI and the GLPI guarantee is "full and unconditional".

Furthermore, as permitted under Rule 13-01(a)(4)(vi), we excluded the summarized financial information for the Issuers because the assets, liabilities and results of operations of the Issuers and GLPI are not materially different than the corresponding amounts in GLPI's consolidated financial statements and we believe such summarized financial information would be repetitive and would not provide incremental value to investors.

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

Distribution Requirements

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To the extent any of the Company's taxable income was not previously distributed, the Company will make a dividend declaration pursuant to Section 858(a)(1) of the Code, allowing the Company to treat certain dividends that are to be distributed after the close of a taxable year as having been paid during the taxable year.

Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Revolver and potential sales of common shares, including through the settlement of the Company's forward sale agreements that are discussed in Note 12, will be adequate to meet our anticipated debt service requirements, capital expenditures, working capital needs and dividend requirements.

Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Amended Credit Agreement and our ability to raise equity proceeds (including the Company's forward sale agreement that is anticipated to be settled in June of 2025), will be adequate to meet our anticipated debt service requirements, funding commitments, capital expenditures, working capital needs and dividend requirements for the next twelve months and beyond.

In late December 2022, the Company refreshed its ATM capacity to $1 billion (the "2022 ATM Program").

Reflecting the impact of the Company's forward sale agreements that are discussed in Note 12, the Company has $34.2 million remaining for issuance under the 2022 ATM Program.

We expect the majority of our future growth to come from acquisitions of gaming and other properties to lease to third parties.

If we consummate significant acquisitions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our 2022 ATM Program), issuance of additional OP Units, and/or debt offerings.

As of March 31, 2025, the Company had $34.2 million remaining for issuance under the 2022 ATM Program.

Once the 2022 ATM Program is exhausted, the Company would expect to enter into a new program.

We expect the majority of our future growth to come from funding commitments to our tenants and acquisitions of gaming and other properties to lease to third parties.

If we consummate significant transactions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our 2022 ATM Program and future ATM programs that we would expect to enter into once the 2022 ATM Program is fully utilized), issuance of additional OP Units, and/or debt offerings.

Our future operating performance and our ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

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Item 2. Management’s Discussion and Analysis