Gaming & Leisure Properties, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS Gaming and Leisure Properties, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (in thousands, except share data) March 31, 2025 December 31, 2024 (unaudited) Assets Real estate investments, net $ 8,097,069 $ 8,148,719 Investment in leases, financing receivables, net 2,313,156 2,333,114 Investment in leases, sales-type, net 245,661 254,821 Real estate loans, net 160,793 160,590 Right-of-use assets and land rights, net 1,086,839 1,091,783 Cash and cash equivalents 168,875 462,632 Held to maturity investment securities — 560,832 Other assets 60,128 63,458 Total assets $ 12,132,521 $ 13,075,949 Liabilities Accounts payable and accrued expenses $ 4,596 $ 5,802 Accrued interest 73,153 105,752 Accrued salaries and wages 2,229 7,154 Operating lease liabilities 244,314 244,973 Financing lease liabilities 60,886 60,788 Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts 6,889,064 7,735,877 Deferred rental revenue 220,025 228,508 Other liabilities 43,726 41,571 Total liabilities 7,537,993 8,430,425 Commitments and Contingencies (Note 9) Equity Preferred stock ($ .01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2025 and December 31, 2024) — — Common stock ($ .01 par value, 500,000,000 shares authorized, 274,832,999 and 274,422,549 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively) 2,748 2,744 Additional paid-in capital 6,200,349 6,209,827 Accumulated deficit ( 1,987,886 ) ( 1,944,009 ) Total equity attributable to Gaming and Leisure Properties 4,215,211 4,268,562 Noncontrolling interests in GLPI's Operating Partnership ( 8,224,939 units outstanding at March 31, 2025 and December 31, 2024, respectively) 379,317 376,962 Total equity 4,594,528 4,645,524 Total liabilities and equity $ 12,132,521 $ 13,075,949 See accompanying notes to the condensed consolidated financial statements. 3 Table of Contents Gaming and Leisure Properties, Inc. and Subsidiaries Condensed Consolidated Statements of Income (in thousands, except per share data) (unaudited) Three Months Ended March 31, 2025 2024 Revenues Rental income $ 340,252 $ 330,582 Income from investment in leases, financing receivables 47,764 44,305 Income from sales-type lease 3,760 — Interest income from real estate loans 3,459 1,077 Total income from real estate 395,235 375,964 Operating expenses Land rights and ground lease expense 13,555 11,818 General and administrative 18,713 17,886 Gains from dispositions of property ( 125 ) — Depreciation 65,012 65,360 Provision (benefit) for credit losses, net 39,246 23,294 Total operating expenses 136,401 118,358 Income from operations 258,834 257,606 Other income (expenses) Interest expense ( 97,272 ) ( 86,675 ) Interest income 9,356 9,232 Total other expenses ( 87,916 ) ( 77,443 ) Income before income taxes 170,918 180,163 Income tax expense 564 637 Net income $ 170,354 $ 179,526 Net income attributable to non-controlling interest in the Operating Partnership ( 5,170 ) ( 5,062 ) Net income attributable to common shareholders $ 165,184 $ 174,464 Earnings per common share: Basic earnings attributable to common shareholders $ 0.60 $ 0.64 Diluted earnings attributable to common shareholders $ 0.60 $ 0.64 See accompanying notes to the condensed consolidated financial statements. 4 Table of Contents Gaming and Leisure Properties, Inc. and Subsidiaries Condensed Consolidated Statements of Changes in Equity (in thousands, except share data) (unaudited) Common Stock Additional Paid-In Capital Accumulated Deficit Noncontrolling Interest Operating Partnership Total Equity Shares Amount Balance, December 31, 2024 274,422,549 $ 2,744 $ 6,209,827 $ ( 1,944,009 ) $ 376,962 $ 4,645,524 Restricted stock and LTIP unit activity 410,450 4 ( 9,478 ) — 3,526 ( 5,948 ) Dividends paid ($ 0.76 per common share) — — — ( 209,061 ) — ( 209,061 ) Distributions to non-controlling interest — — — — ( 6,341 ) ( 6,341 ) Net income — — — 165,184 5,170 170,354 Balance, March 31, 2025 274,832,999 $ 2,748 $ 6,200,349 $ ( 1,987,886 ) $ 379,317 $ 4,594,528 Common Stock Additional Paid-In Capital Accumulated Deficit Noncontrolling Interest Operating Partnership Total Equity Shares Amount Balance, December 31, 2023 270,922,719 $ 2,709 $ 6,052,109 $ ( 1,897,913 ) $ 352,049 $ 4,508,954 Issuance of common stock, net of costs 181,971 2 9,014 — — 9,016 Restricted stock activity 395,894 4 ( 6,593 ) — — ( 6,589 ) Dividends paid ($ 0.76 per common share) — — — ( 206,578 ) — ( 206,578 ) Issuance of operating partnership units — — — — 19,635 19,635 Distributions to non-controlling interest — — — — ( 6,147 ) ( 6,147 ) Net income — — — 174,464 5,062 179,526 Balance, March 31, 2024 271,500,584 $ 2,715 $ 6,054,530 $ ( 1,930,027 ) $ 370,599 $ 4,497,817 See accompanying notes to the condensed consolidated financial statements. 5 Table of Contents Gaming and Leisure Properties, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (in thousands, unaudited) Three months ended March 31, 2025 2024 Operating activities Net income $ 170,354 $ 179,526 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 69,282 68,636 Amortization of debt issuance costs, bond premiums and original issuance discounts 3,232 2,684 Accretion on financing receivables ( 6,896 ) ( 7,884 ) Accretion on held to maturity investment securities 10,837 ( 2,269 ) Non-cash adjustment to financing lease liabilities 98 117 Gains from dispositions of property ( 125 ) — Stock-based compensation 8,858 8,122 Straight-line rent and deferred rent adjustments ( 8,412 ) ( 15,790 ) Provision (benefit) for credit losses, net 39,246 23,294 (Increase), decrease Other assets 1,269 ( 1,968 ) Increase, (decrease) Accounts payable and accrued expenses 344 ( 509 ) Accrued interest ( 32,599 ) 4,282 Accrued salaries and wages ( 4,925 ) ( 5,692 ) Other liabilities 1,929 5,323 Net cash provided by operating activities 252,492 257,872 Investing activities Capital project expenditures ( 12,871 ) ( 13 ) Capital maintenance expenditures ( 36 ) ( 90 ) Proceeds from sales of property, net of costs 125 — Investment in leases, financing receivables — ( 93,323 ) Originations of real estate loans ( 3,209 ) ( 14,000 ) Acquisition of held to maturity investment securities — ( 340,975 ) Maturities of held to maturity investment securities 549,995 — Net cash provided by (used in) investing activities 534,004 ( 448,401 ) Financing activities Dividends paid ( 209,061 ) ( 206,578 ) Non-controlling interest distributions ( 6,341 ) ( 6,147 ) Taxes paid related to shares withheld for tax purposes on restricted stock award vestings ( 14,805 ) ( 14,711 ) Proceeds from issuance of common stock, net — 9,016 Financing costs 8 — Repayments of long-term debt ( 850,054 ) ( 63,501 ) Net cash used in financing activities ( 1,080,253 ) ( 281,921 ) Net decrease in cash and cash equivalents ( 293,757 ) ( 472,450 ) Cash and cash equivalents at beginning of period 462,632 683,983 Cash and cash equivalents at end of period $ 168,875 $ 211,533 See accompanying notes to the condensed consolidated financial statements and Note 14 for supplemental cash flow information and noncash investing and financing activities. 6 Table of Contents Gaming and Leisure Properties, Inc. Notes to the Condensed Consolidated Financial Statements (unaudited) 1. Business and Operations Gaming and Leisure Properties, Inc. ("GLPI") is a self-administered and self-managed Pennsylvania real estate investment trust ("REIT"). GLPI (together with its subsidiaries, the "Company") was incorporated as a wholly-owned subsidiary of PENN Entertainment, Inc., formerly known as Penn National Gaming, Inc. (NASDAQ: PENN) ("PENN"). On November 1, 2013, PENN contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville 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 its business is conducted through GLP Capital, L.P. ("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 owned approximately 97.0% of the outstanding units of GLP Capital with the remaining 3.0% owned by third party limited partners who contributed properties to GLP Capital in exchange for consideration that was partially funded through the issuance of operating partnership units ("OP Units") and holders of long term incentive plan units ("LTIP Units"). The OP Units and LTIP Units once vested are exchangeable on a one for one basis for common shares of the Company. The Company's common stock is listed on the NASDAQ under the ticker symbol GLPI. All debt of the Company, including revolving credit facilities, term loans and senior unsecured notes, is incurred by GLP Capital and its subsidiaries. GLPI has fully and unconditionally guaranteed all of our outstanding senior unsecured notes. The Company seeks 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. GLPI’s 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. As of March 31, 2025, GLPI’s portfolio consisted of interests in 68 gaming and related facilities, the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 6 gaming and related facilities operated by Caesars Entertainment Corporation (NASDAQ: CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE: BYD) ("Boyd"), the real property associated with 15 gaming and related facilities operated by Bally's Corporation (NYSE: BALY) ("Bally's") and 1 facility under development with Bally's in Chicago, Illinois, the real property associated with 3 gaming and related facilities operated by Cordish, 1 gaming facility managed by a subsidiary of Hard Rock International ("Hard Rock"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing & Entertainment ("American Racing"). 7 Table of Contents PENN 2023 Master Lease and Amended PENN Master Lease On January 1, 2023, the Company amended its original master lease with PENN (the "Amended PENN Master Lease") to remove 5 properties from it and created a new master lease (the "PENN 2023 Master Lease"). In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania and the Hollywood Casino Perryville in Maryland were terminated and these properties were transferred into the PENN 2023 Master Lease. Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases, the 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. Rent under the PENN 2023 Master Lease is fixed with annual escalations on the entirety of rent increasing by 1.5 % annually on November 1. The rent structure under the Amended PENN Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met, and a component that is based on the revenues of the facilities, which is prospectively adjusted, subject to certain floors (namely the Hollywood Casino at Penn National Race Course property due to PENN's opening of a competing facility) every 5 years to an amount equal to 4 % of the average net revenues of all facilities under the Amended PENN Master Lease during the preceding five years in excess of a contractual baseline. GLPI also agreed to fund certain potential development projects in the PENN 2023 Master Lease including, 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, 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. As of March 31, 2025, no funding has been requested by PENN on these projects. 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") and leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease"). The Amended Pinnacle Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is prospectively adjusted subject to certain floors (namely the Bossier City Boomtown property due to PENN's acquisition of a competing facility, Margaritaville Resort Casino), every two years to an amount equal to 4 % of the average net revenues of all facilities under the Amended Pinnacle Master Lease during the preceding two years in excess of a contractual baseline. On October 15, 2018, the Company completed 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 Boyd Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is prospectively adjusted every two years to an amount equal to 4 % of the average net revenues of all facilities under the Boyd Master Lease during the preceding two years in excess of a contractual baseline. The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN 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. 8 Table of Contents On February 12, 2025, Boyd exercised its first 5-year renewal option on both the Boyd Master Lease and the Belterra Park Lease and therefore, both leases now expire on April 30, 2031. Amended and Restated Caesars Master Lease On October 1, 2018, the Company entered into a master lease with Caesars, which expires on September 30, 2038, with no purchase option, with four separate renewal options of 5 years each, exercisable at the tenant's option, on the same terms and conditions (as amended, the "Amended and Restated Caesars Master Lease"). The annual rent increases by 1.75 % in the seventh and eighth lease years and 2 % in the ninth lease year and each lease year thereafter. Horseshoe St. Louis Lease The Company has a single property lease with Caesars for the real estate assets of Horseshoe St. Louis (the "Horseshoe St. Louis Lease") which became effective on September 29, 2020, with no purchase option, whose initial term 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 annual rent increases by 1.25 % for the second through fifth lease years, increasing to 1.75 % for the sixth and seventh lease years and thereafter increasing by 2.0 % for the remainder of the lease. Bally's Master Lease, Bally's Chicago Land Lease, Bally's Master Lease II, the Amended and Restated Casino Queen Master Lease and the Tropicana Las Vegas Lease The Company has several leases and development agreements with Bally's. The first lease was entered into on June 3, 2021 and subsequent to this date several additional real estate assets of Bally's have been added to this lease such that it now contains 8 real estate assets of Bally's (the "Bally's Master Lease"). The annual rent on the Bally's Master Lease 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 intends to fund real estate construction costs of up to $ 940.0 million for the planned Bally's Chicago Casino Resort ("Bally's Chicago"). This development funding is expected to extend into 2027. The Company would own all funded improvements, which would be leased to Bally’s with rent commencing as advances are made. As of March 31, 2025, no amounts have been funded by the Company. On September 11, 2024, the Company assumed the ground lease between the existing third party and Bally's for approximately $ 250 million. The ground lease was amended such that the Company receives initial annual rent of $ 20 million (the "Bally's Chicago Land Lease"). The Bally's Chicago Land Lease is cross-defaulted with the construction development funding agreement. Rental income on the land and development funding is being deferred until the project is substantially completed and ready for its intended use. On December 16, 2024, the Company completed the purchase of the real property assets of both Bally’s Kansas City and Bally’s Shreveport. The two properties are in a new master lease that is cross-defaulted with the existing Bally’s Master Lease (the "Bally's Master Lease II"). The annual rent is subject to contractual escalations based on CPI with a 1 % floor and a 2 % ceiling, subject to CPI meeting a 0.5 % threshold. Bally's Master Lease II has an initial term of 15 years, with no purchase option, followed by four 5 year renewal options (exercisable by the tenant) on the same terms and conditions. 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 million and additional rent of $ 58.8 million The Company has also been granted a call right to acquire the property, subject only to regulatory approval, beginning on October 1, 2026 at the same terms. On February 7, 2025, Bally's completed its merger transactions with Standard General and its affiliates, and pursuant to the terms of the merger agreement, Casino Queen is now a subsidiary of Bally's. The Company has a master lease with Casino Queen which became effective December 17, 2021 (the "Amended and Restated Casino Queen Master Lease"). The lease has an initial term of 15 years, with no purchase option, with four separate five year renewal options exercisable by the tenant on the same terms and conditions. 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 is less than 0.25 % then rent will remain unchanged for such lease year. 9 Table of Contents On June 3, 2024, the Company announced that it agreed to fund and oversee a landside move and hotel renovation of The Belle for Casino Queen. GLPI committed to provide up to approximately $ 111 million of funding for the project, of which $ 43.5 million has been funded as of March 31, 2025. The landside development is expected to be completed in the fourth quarter of 2025, whereas the hotel opened to the public on March 31, 2025. 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. Rent will be deferred on the landside development project until it is ready for its intended use. On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property associated with the Tropicana Las Vegas from PENN in exchange for $ 307.5 million of rent credits which were applied against future rent obligations due under the parties' existing leases during 2020. On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $ 145 million. 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) (as amended, the "Tropicana Las Vegas Lease"). 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 Tropicana Las Vegas Lease is supported by a Bally’s corporate guarantee. 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 Athletics (the “Team”), entered into a binding letter of intent (the “LOI”) setting forth the terms for developing a stadium that would serve as the home venue for the Team (the “Stadium”). The Stadium is expected to complement the potential resort redevelopment envisioned at our 35 -acre property in Clark County, Nevada (the “Tropicana Site”), owned indirectly by GLPI through its indirect subsidiary, Tropicana Land LLC, a Nevada limited liability company and leased by GLPI to Bally’s pursuant to the Tropicana Las Vegas Lease. The LOI allows for Athletics to be granted fee ownership by GLPI of approximately 9 acres of the Tropicana Site for construction of the Stadium. The LOI provides that following the Stadium site transfer, there will be no reduction in the rent obligations of Bally’s on the remaining portion of the Tropicana Site or other modifications to the ground lease, and that to the extent GLPI has any consent or approval rights under the Tropicana Las Vegas Lease, such rights shall remain enforceable unless expressly modified in writing in the definitive documents. Bally's and GLPI are agreeing to provide the Stadium site transfer in exchange for the benefits that the Stadium is expected to bring to the Tropicana Site. The LOI provides that Athletics shall pay all the costs associated with the design, development, and construction of the Stadium and Bally’s shall pay all costs for the redevelopment of the casino and hotel resort amenities. GLPI is expected to commit to up to $ 175.0 million of funding for hard construction costs, such as demolition and site preparation and build out of minimum public spaces needed for utilization of the Stadium. The LOI provides that during the development period, rent will be due at 8.5 % of what has been funded, provided that the first $ 15.0 million advanced for the costs of construction of the food, beverage and retail entrance plaza shall not be subject to increased rent. GLPI may have the opportunity to fund additional amounts of the construction under certain circumstances. In addition, the LOI provides that the transaction will be subject to customary approvals and other conditions, including, without limitation, approval of a master plan for the site, and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission. 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 that resulted in the lease being classified as a sales type lease, whereas previously it was accounted for as an operating lease. 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. The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years with no purchase option, followed by six 5-year renewal options exercisable by the tenant (the "Morgantown Lease"). 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 rent shall not increase for such lease year. 10 Table of Contents Maryland Live! Lease and Pennsylvania Live! Master Lease 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! Lease"). On March 1, 2022, the Company completed its acquisition of the real estate assets of Live! Casino & Hotel Philadelphia and Live! Casino Pittsburgh 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. Annual rent increases by 1.75 % upon the second anniversary of both leases commencement through their remaining terms. Rockford Lease and Rockford Loan 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"). Simultaneously with the land acquisition, GLPI entered into a ground lease with 815 Entertainment for a 99 year term (the "Rockford Lease"). The initial annual rent is subject to 2 % annual escalations for the entirety of its term. In addition to the Rockford Lease, the Company committed to provide development funding via a senior secured delayed draw term loan (the "Rockford Loan"). Borrowings under the Rockford Loan were subject to an interest rate of 10 % with a 5-year initial term. On January 1, 2025, the Company amended the terms of the Rockford Loan to reduce the interest rate to 8 % with a maturity date of June 30, 2026, subject to a 6-month extension. As of March 31, 2025, $ 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 in Rockford, IL if there is a future decision to sell them once completed. Tioga Downs Lease On February 6, 2024, the Company acquired the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") in Nichols, NY from American Racing. Simultaneous with the acquisition, GLPI and American Racing entered into a triple-net lease agreement for an initial 30 -year term, with no purchase option, followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months (the "Tioga Downs Lease"). The initial annual rent is subject to 1.75 % annual escalations beginning with the first anniversary which increases to 2 % beginning in year fifteen of the lease through the remainder of its initial term. 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. Simultaneous with the acquisition, GLPI Capital and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25 -year term with no purchase option and two ten-year renewal periods (exercisable by the tenant) (the "Strategic Gaming Leases"). The initial annual rent is subject to a 2 % annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year eleven of the lease, at the greater of 2 % or CPI capped at 2.5 %. Ione Loan In September 2024, the Company entered into a $ 110 million delayed draw term loan facility with the Ione Band of Miwok Indians (the "Ione Loan") to provide the tribe funding on a new casino development near Sacramento, California. Ione has an option at the end of the Ione Loan term to satisfy the loan obligation by converting the outstanding principal into a long-term triple net lease with an initial term of twenty-five years and a maximum term of forty-five years. These agreements were entered into subsequent to receiving a declination letter from the National Indian Gaming Commission covering the transaction documents, including the long-term lease. As of March 31, 2025, $ 18.4 million was advanced and outstanding under the Ione Loan which has a 5-year term. 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and 11 Table of Contents footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. The condensed consolidated financial statements include the accounts of GLPI and its subsidiaries as well as the Company's operating partnership, which is a variable interest entity ("VIE") in which the Company is the primary beneficiary. The operating partnership is a VIE in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a noncontrolling interest in the Condensed Consolidated Balance Sheet as a separate component of equity, separate from GLPI's stockholders' equity. All intercompany accounts and transactions have been eliminated in consolidation. 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. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods. Actual results could differ from those estimates. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024 (our "Annual Report") should be read in conjunction with these condensed consolidated financial statements. The December 31, 2024 financial information has been derived from the Company’s audited consolidated financial statements. The Company’s significant accounting policies are described in Note 2 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report and since the date of those financial statements, the Company has not had any significant changes to these accounting policies that have had a material impact on the Company's financial statements. 12 Table of Contents 3. Investment in leases, net Certain of the Company's leases are recorded as an Investment in leases, financing receivables, net, as the sale lease back transactions were accounted for as failed sale leasebacks due to the leases' significant initial lease terms. Additionally in 2024, the Company reassessed the Tropicana Las Vegas Lease which resulted in the lease being classified as a sales type lease. The following is a summary of the balances of the Company's Investment in leases, financing receivables and investment in leases, sales type (in thousands). March 31, 2025 March 31, 2025 December 31, 2024 December 31, 2024 Investment in leases, sales type Investment in leases, financing receivables Investment in leases, sales type Investment in leases, financing receivables Minimum lease payments receivable $ 704,746 $ 9,766,133 $ 708,456 $ 9,806,998 Estimated residual values of lease property (unguaranteed) 278,500 1,276,674 278,500 1,276,674 Total 983,246 11,042,807 986,956 11,083,672 Less: Unearned income ( 704,747 ) ( 8,668,729 ) ( 708,454 ) ( 8,716,493 ) Less: Allowance for credit losses ( 32,838 ) ( 60,922 ) ( 23,681 ) ( 34,065 ) Investment in leases - financing receivables, net $ 245,661 $ 2,313,156 $ 254,821 $ 2,333,114 The present value of the net investment in the lease payment receivable and unguaranteed residual value at March 31, 2025 for the Company's Investment in leases, financing receivables was $ 2,295.1 million and $ 78.9 million compared to $ 2,290.0 million and $ 77.1 million at December 31, 2024. The present value of the net investment in the lease payment receivable and unguaranteed residual value at March 31, 2025 for the Company's Investment in leases, sales type was $ 256.2 million and $ 22.3 million compared to $ 256.7 million million and $ 21.8 million at December 31, 2024. At March 31, 2025, minimum lease payments owed to us for each of the five succeeding years under the Company's investment in leases were as follows (in thousands): Year ending December 31, Future Minimum Lease Payments - Sales Type Future Minimum Lease Payments - Financing Receivables 2025 (remainder of year) $ 11,128 $ 123,237 2026 14,837 166,917 2027 14,837 169,858 2028 14,837 172,851 2029 14,837 175,897 Thereafter 634,270 8,957,373 Total $ 704,746 $ 9,766,133 The Company follows ASC 326 “Credit Losses”, which requires that the Company measure and record current expected credit losses (“CECL”), the scope of which includes our Investment in leases, financing receivables, net, as well as the Company's Real estate loans which are discussed in Note 5. The Company has elected to use an econometric default and loss rate model to estimate the allowance for credit losses, or CECL allowance. This model requires us to calculate and input lease and property-specific credit and performance metrics which in conjunction with forward-looking economic forecasts, project 13 Table of Contents estimated credit losses over the life of the lease or loan. The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding investment. Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our instruments subject to CECL. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD. The PD and LGD are estimated during the initial term of the instruments subject to CECL. The PD and LGD estimates were developed using current financial condition forecasts. The PD and LGD predictive model was developed using the average historical default rates and historical loss rates, respectively, of over 100,000 commercial real estate loans dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's instruments subject to CECL. Management will monitor the credit risk related to its instruments subject to CECL by obtaining the applicable rent and interest coverage on a periodic basis. The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant. We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease portfolio. Our tenants were current on all of their rental obligations as of March 31, 2025 and December 31, 2024. The change in the allowance for credit losses for the Company's investment in leases is illustrated below (in thousands): Balance at December 31, 2024 Change in Allowance Balance at March 31, 2025 Maryland Live! Lease $ 8,732 $ 5,696 $ 14,428 Pennsylvania Live! Master Lease 18,471 12,286 30,757 Rockford Lease 3,077 2,041 5,118 Tioga Downs Lease 2,651 3,767 6,418 Strategic Lease 1,134 3,067 4,201 Tropicana LV Lease 23,681 9,157 32,838 Totals $ 57,746 $ 36,014 $ 93,760 Balance at December 31, 2023 Change in Allowance Balance at March 31, 2024 Maryland Live! Lease $ 5,661 $ 7,094 $ 12,755 Pennsylvania Live! Master Lease 13,636 12,949 26,585 Rockford Lease 2,674 582 3,256 Tioga Downs Lease — 1,579 1,579 Totals $ 21,971 $ 22,204 $ 44,175 14 Table of Contents The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of March 31, 2025 (in thousands): Origination year Investment in leases, financing receivables Allowance for credit losses Amortized cost basis at March 31, 2025 Allowance as a percentage of outstanding financing receivable 2024 $ 296,540 $ ( 10,619 ) $ 285,921 ( 3.58 ) % 2023 103,368 ( 5,118 ) 98,250 ( 4.95 ) % 2022 715,936 ( 30,757 ) 685,179 ( 4.30 ) % 2021 1,258,234 ( 14,428 ) 1,243,806 ( 1.15 ) % Total $ 2,374,078 $ ( 60,922 ) $ 2,313,156 ( 2.57 ) % The amortized cost basis of the Company's investment in leases, sales type by year of origination is shown below as of March 31, 2025 (in thousands): Origination year Investment in leases, sales type Allowance for credit losses Amortized cost basis at March 31, 2025 Allowance as a percentage of outstanding financing receivable 2024 $ 278,499 $ ( 32,838 ) $ 245,661 ( 11.79 ) % During the three months ended March 31, 2025, the Company recorded a provision for credit losses, net of $ 36.0 million on the Investment in leases, financing receivables and sales types. The reason for the increase was primarily due to a more pessimistic forward looking economic forecast at March 31, 2025 compared to what was utilized at December 31, 2024. During the three months ended March 31, 2024, the Company recorded a provision for credit losses, net of $ 22.2 million on the Investment in leases, financing receivables. This was primarily due to a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables. These values are estimated based on the actual and long term projections of the Commercial Real Estate Price Index which, as of March 31, 2024, declined relative to December 31, 2023. Additionally, a provision for credit losses of $ 3.2 million and $ 1.1 million was recorded during the three months ended March 31, 2025 and March 31, 2024, respectively, on the Company's real estate loans and related loan commitment (See Note 5 for further details). The reason for differences in the allowance as a percentage of outstanding financing receivable for leases originated in each calendar year in the table above depends on various factors for the leases such as, but not limited to expected rent coverage ratios and loan to value ratios. 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. 15 Table of Contents 4. Real Estate Investments, Net Real estate investments, net, represent investments in rental properties and the corporate headquarters building (excluding our investments in transactions accounted for as real estate loans and investment in leases, financing receivables and investment in leases, sales-type that are described in Notes 5 and 3, respectively) and is summarized as follows: March 31, 2025 December 31, 2024 (in thousands) Land and improvements $ 3,583,793 $ 3,583,793 Building and improvements 6,960,243 6,962,126 Construction in progress 52,414 39,542 Total real estate investments 10,596,450 10,585,461 Less accumulated depreciation ( 2,499,381 ) ( 2,436,742 ) Real estate investments, net $ 8,097,069 $ 8,148,719 Construction in progress primarily represents development funding along with related capitalized interest on the Company's development projects. 5. Real estate loans, net The Company entered into the Rockford Loan to fund the construction of the Hard Rock Casino Rockford in Rockford, Illinois. As of March 31, 2025 and December 31, 2024, the entire $ 150 million commitment was drawn. On January 1, 2025, the Company amended the terms of the Rockford Loan to reduce the interest rate to 8 % from 10 % with a maturity date of June 30, 2026, subject to a 6 month extension. The Company also entered into the Ione Loan for up to $ 110 million, of which $ 18.4 million and $ 15.2 million was drawn as of March 31, 2025 and December 31, 2024, respectively. The following is a summary of the balances of the Company's Real estate loans, net. March 31, 2025 December 31, 2024 (in thousands) Real estate loans $ 168,369 $ 165,160 Less: Allowance for credit losses ( 7,576 ) ( 4,570 ) Real estate loans, net $ 160,793 $ 160,590 The change in the allowance for credit losses for the Company's Real estate loans is shown below (in thousands): Rockford Loan Ione Loan Total December 31, 2024 $ ( 4,487 ) $ ( 83 ) $ ( 4,570 ) Change in allowance ( 2,939 ) ( 67 ) ( 3,006 ) Ending balance at March 31, 2025 $ ( 7,426 ) $ ( 150 ) $ ( 7,576 ) Rockford Loan Balance at December 31, 2023 $ ( 964 ) Change in allowance ( 729 ) Ending balance at March 31, 2024 $ ( 1,693 ) 16 Table of Contents The amortized cost basis of the Company's real estate loans, financing receivables by year of origination is shown below as of March 31, 2025 (in thousands): Origination year Real estate loans, net Allowance for credit losses Amortized cost basis at March 31, 2025 Allowance as a percentage of outstanding real estate loans 2024 $ 18,369 $ ( 150 ) $ 18,219 ( 0.82 ) % 2023 150,000 ( 7,426 ) 142,574 ( 4.95 ) % Total $ 168,369 $ ( 7,576 ) $ 160,793 ( 4.50 ) % The real estate loans are subject to CECL, which is described in Note 3. The Company recorded provision for credit losses of $3.0 million and $ 0.7 million for the three month period ended March 31, 2025 and March 31, 2024 on the Company's real estate loans, respectively. Additionally, the Company recorded a provision of $ 0.2 million and $ 0.4 million during the three month period ended March 31, 2025 and March 31, 2024 on unfunded loan commitments. The reserves for the unfunded loan commitment are recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $ 0.7 million and $ 0.5 million at March 31, 2025 and December 31, 2024, respectively. The Company's borrowers were current on their loan obligations as of March 31, 2025 and December 31, 2024. 6. Lease Assets and Lease Liabilities Lease Assets The Company is subject to various operating leases as lessee for both real estate and equipment, the majority of which are ground leases related to properties the Company leases to its tenants under triple-net operating leases. These ground leases may include fixed rent, as well as variable rent based upon an individual property’s performance or changes in an index such as the CPI, and have maturity dates ranging from 2038 to 2108, when considering all renewal options. For certain of these ground leases, the Company’s tenants are responsible for payment directly to the third-party landlord. Under ASC 842, the Company is required to gross-up its condensed consolidated financial statements for these ground leases as the Company is considered the primary obligor. In conjunction with the adoption of ASU 2016-02 on January 1, 2019, the Company recorded right-of-use assets and related lease liabilities on its condensed consolidated balance sheets to represent its rights to use the underlying leased assets and its future lease obligations, respectively, including for those ground leases paid directly by our tenants. Because the right-of-use asset relates, in part, to the same leases which resulted in the land right assets the Company recorded on its condensed consolidated balance sheets in conjunction with the Company's assumption of below market leases at the time it acquired the related land and building assets, the Company is required to report the right-of-use assets and land rights in the aggregate on the condensed consolidated balance sheets. Land rights, net represent the Company's rights to land subject to long-term ground leases. The Company obtained ground lease rights through the acquisition of several of its rental properties and immediately subleased the land to its tenants. These land rights represent the below market value of the related ground leases. The Company assessed the acquired ground leases to determine if the lease terms were favorable or unfavorable, given market conditions at the acquisition date. Because the market rents to be received under the Company's triple-net tenant leases were greater than the rents to be paid under the acquired ground leases, the Company concluded that the ground leases were below market and were therefore required to be recorded as a definite lived asset (land rights) on its books. Components of the Company's right-of use assets and land rights, net are detailed below (in thousands): March 31, 2025 December 31, 2024 Right-of use assets - operating leases $ 243,920 $ 244,594 Land rights, net 842,919 847,189 Right-of-use assets and land rights, net $ 1,086,839 $ 1,091,783 17 Land Rights The land rights are amortized over the individual lease term of the related ground lease, including all renewal options, which ranged from 10 years to 92 years at their respective acquisition dates. Land rights net, consist of the following: March 31, 2025 December 31, 2024 (in thousands) Land rights $ 948,303 $ 948,303 Less accumulated amortization ( 105,384 ) ( 101,114 ) Land rights, net $ 842,919 $ 847,189 As of March 31, 2025, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands): Year ending December 31, 2025 (remainder of year) $ 12,810 2026 17,079 2027 17,079 2028 17,079 2029 17,079 Thereafter 761,793 Total $ 842,919 Operating Lease Liabilities At March 31, 2025, payments under the Company's operating lease liabilities were as follows (in thousands): Year ending December 31, 2025 (remainder of year) $ 12,910 2026 17,289 2027 16,785 2028 16,672 2029 16,709 Thereafter 787,924 Total lease payments $ 868,289 Less: interest ( 623,975 ) Present value of lease liabilities $ 244,314 Lease Expense Operating lease costs represent the entire amount of expense recognized for operating leases that are recorded on the condensed consolidated balance sheets. Variable lease costs are not included in the measurement of the lease liability and include both lease payments tied to a property's performance and changes in an index such as the CPI that are not determinable at lease commencement, while short-term lease costs are costs for those operating leases with a term of 12 months or less. The components of lease expense were as follows (in thousands): Three Months Ended March 31, 2025 2024 Operating lease cost $ 4,315 $ 3,629 Variable lease cost 4,970 4,913 Amortization of land right assets 4,270 3,276 Total lease cost $ 13,555 $ 11,818 18 Amortization expense related to the land right intangibles, as well as variable lease costs and the Company's operating lease costs are recorded within land rights and ground lease expense in the condensed consolidated statements of income. Supplemental Disclosures Related to Leases Supplemental balance sheet information related to the Company's operating leases was as follows: March 31, 2025 Weighted average remaining lease term - operating leases 52.96 years Weighted average discount rate - operating leases 6.26 % Supplemental cash flow information related to the Company's operating leases was as follows: Three Months Ended March 31, 2025 2024 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 415 $ 414 (1) The Company's cash paid for operating leases is significantly less than the lease cost for the same period due to the majority of the Company's ground lease rent being paid directly to the landlords by the Company's tenants. Although GLPI expends no cash related to these leases, they are required to be grossed up in the Company's condensed consolidated financial statements under ASC 842. Financing Lease Liabilities In connection with the acquisition of certain real property assets included in the Maryland Live! Lease and the Strategic Gaming Leases, the Company acquired the rights to land subject to long-term ground leases which expire in June 2111 and April 2062, respectively. As these leases were accounted for as Investment in leases, financing receivables, the underlying ground leases were accounted for as Financing lease liabilities on the Condensed Consolidated Balance Sheets. In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenant with an offsetting expense in interest expense as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company's weighted average discount rate on the fixed minimum annual payments was 5.07% to arrive at the initial lease obligations. At March 31, 2025, payments under the Company's financing lease liabilities were as follows (in thousands): 2025 (remainder of year) $ 2,021 2026 2,712 2027 2,735 2028 2,758 2029 2,782 Thereafter 311,040 Total lease payments $ 324,048 Less: Interest ( 263,162 ) Present value of finance lease liability $ 60,886 19 7. Long-term Debt Long-term debt is as follows: March 31, 2025 December 31, 2024 (in thousands) Unsecured $ 2,090 million revolver due December 2028 $ 332,455 $ 332,455 Term Loan Credit Facility due September 2027 600,000 600,000 $ 850 million 5.250 % senior unsecured notes due June 2025 — 850,000 $ 975 million 5.375 % senior unsecured notes due April 2026 975,000 975,000 $ 500 million 5.750 % senior unsecured notes due June 2028 500,000 500,000 $ 750 million 5.300 % senior unsecured notes due January 2029 750,000 750,000 $ 700 million 4.000 % senior unsecured notes due January 2030 700,000 700,000 $ 700 million 4.000 % senior unsecured notes due January 2031 700,000 700,000 $ 800 million 3.250 % senior unsecured notes due January 2032 800,000 800,000 $ 400 million 6.750 % senior unsecured notes due December 2033 400,000 400,000 $ 800 million 5.625 %% senior unsecured notes due September 2034 800,000 800,000 $ 400 million 6.250 %% senior unsecured notes due September 2054 400,000 400,000 Other 224 277 Total long-term debt 6,957,679 7,807,732 Less: unamortized debt issuance costs, bond premiums and original issuance discounts ( 68,615 ) ( 71,855 ) Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts $ 6,889,064 $ 7,735,877 The following is a schedule of future minimum repayments of long-term debt as of March 31, 2025 (in thousands): 2025 (remainder of year) $ 110 2026 975,114 2027 600,000 2028 832,455 2029 750,000 Over 5 years 3,800,000 Total minimum payments $ 6,957,679 Senior Unsecured Amended Credit Agreement The Company has a Senior Unsecured Amended Credit Agreement (the "Amended Credit Agreement") providing for a revolving commitment capacity of $ 2.09 billion with a maturity date of December 2, 2028 (the "Revolver"). GLP Capital is the primary obligor under the Senior Unsecured Credit Agreement, which is guaranteed by GLPI. At March 31, 2025, $ 332.5 million was outstanding under the Company's Revolver. After giving effect to contingent obligations under letters of credit with face amounts aggregating approximately $ 0.4 million, the Company had $ 1,757.2 million of available borrowing capacity under the Revolver as of March 31, 2025. The weighted average interest rate under the Revolver and term loan credit facility at March 31, 2025 was 5.62%. 20 Term Loan Credit Facility On September 2, 2022, GLP Capital entered into a term loan credit agreement with Wells Fargo Bank, National Association, as administrative 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 Company drew down the entire $ 600 million Term Loan Credit Facility in connection with the acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton. Senior Unsecured Notes At March 31, 2025, the Company had $ 6,025.0 million of outstanding senior unsecured notes (the "Senior Notes"). During the three months ended March 31, 2025, the Company redeemed its $ 850 million, 5.250 % senior unsecured notes due June 2025. The notes were redeemed with cash on hand. At March 31, 2025, the Company was in compliance with all required financial covenants on its debt obligations. 8. Fair Value of Financial Assets and Liabilities Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are classified based upon the level of judgment associated with the inputs used to measure their fair value. ASC 820 - Fair Value Measurements and Disclosures ("ASC 820") establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). The levels of the hierarchy related to the subjectivity of the valuation inputs are described below: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Unobservable inputs that reflect the reporting entity's own assumptions, as there is little, if any, related market activity. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. Cash and Cash Equivalents The fair value of the Company’s cash and cash equivalents approximates the carrying value of the Company’s cash and cash equivalents, due to the short maturity of the cash equivalents. Investment securities held to maturity The fair value of the investment (which approximated its carrying value) is based on quoted prices in active markets and as such is a Level 1 measurement as defined in ASC 820. In August 2024, the Company purchased zero coupon United States Treasury Bills of approximately $ 550 million which matured in January 2025 for $ 563 million. Investment in leases, financing receivables, net The fair value of the Company's investment in leases, financing receivables, net is based on the value of the underlying real estate property the Company owns under these leases. The initial fair value was the price paid by the Company to acquire the real estate. The initial fair value is then adjusted for changes in the commercial real estate price index and as such is a Level 3 measurement as defined under ASC 820. 21 Investment in leases, sales type, net The fair value of the Company's investment in leases, sales type, net was initially based on a third party valuation report which utilized both market based and income based valuation approaches to value the underlying land related to the applicable lease at the lease reassessment date. Subsequent changes in the fair value from this date are based on changes in the commercial real estate price index. As such, this was determined to be a Level 3 measurement as defined under ASC 820. Deferred Compensation Plan Assets The Company's deferred compensation plan assets consist of open-ended mutual funds and as such the fair value measurement of the assets is considered a Level 1 measurement as defined under ASC 820. Deferred compensation plan assets are included within other assets on the condensed consolidated balance sheets. Real Estate Loans, net The fair value of the Company's real estate loans are estimated based on the present value of the loans' future cash flows using a discounted cash flow analysis. The fair value of the loans is subject to fluctuations from changes in market interest rates at each reporting period and the fair value measurement is considered a Level 3 measurement as defined in ASC 820. Long-term Debt The fair value of the Senior Notes are estimated based on quoted prices in active markets and as such is a Level 1 measurement as defined under ASC 820. The fair value of the obligations in our Amended Credit Agreement is based on indicative pricing from market information (Level 2 inputs). The estimated fair values of the Company’s financial instruments are as follows (in thousands): March 31, 2025 December 31, 2024 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents $ 168,875 $ 168,875 $ 462,632 $ 462,632 Investment securities held to maturity — — 560,832 561,154 Investment in leases, financing receivables, net 2,313,156 2,077,927 2,333,114 2,087,705 Investment in leases, sales type, net 245,661 283,074 254,821 280,970 Real estate loans, net 160,793 168,551 160,590 164,750 Deferred compensation plan assets 38,812 38,812 38,948 38,948 Financial liabilities: Long-term debt: Amended Credit Agreement and Term Loan Credit Facility 932,455 932,455 932,455 932,455 Senior Notes 6,025,000 5,861,537 6,875,000 6,665,565 Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis There were no assets or liabilities measured at fair value on a nonrecurring basis during the three months ended March 31, 2025 and 2024. 22 9. Commitments and Contingencies Litigation The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, and other matters arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s consolidated financial position or results of operations. The majority of these matters are subject to indemnification and defense obligations of our tenants. The Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming, and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s financial condition, results of operations or liquidity. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. Funding commitments 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. 10. Revenue Recognition Lease terms Under ASC 842, the Company is required at lease inception (and if applicable at a lease reassessment date) to determine the term of the lease. This requires concluding whether it is reasonably assured that our tenants will exercise their renewal options contained within the lease. The initial lease term is a key judgment that is utilized in the lease classification test to determine whether the lease is an operating lease, sales type lease or direct financing lease. The Company currently has not included tenant renewal options in its determination of the initial lease term. The Company assesses whether to include tenant renewal options in its calculation of the lease term based on several factors, including but not limited to, whether its tenants' leases represent substantially all of the tenants' earnings and revenues, the ability of its tenants to sell their leased operations for fair value and whether the initial term of its leases is for a significant period of time. 23 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 $ 299,507 Land base rent 49,523 Percentage rent and other rental revenue 18,109 Interest income on real estate loans 3,459 Total cash income $ 370,598 Straight-line rent adjustments 8,412 Ground rent in revenue 9,329 Accretion on financing receivables 6,896 Total income from real estate $ 395,235 As of March 31, 2025, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands): Year ending December 31, Future Rental Payments Receivable Straight-Line Rent Adjustments (1) Future Base Ground Rents Receivable Future Income to be Recognized Related to Operating Leases 2025 (remainder of year) $ 957,065 $ 32,145 $ 11,661 $ 1,000,871 2026 1,250,162 47,284 15,619 1,313,065 2027 1,240,426 46,191 15,154 1,301,771 2028 1,242,572 39,302 15,036 1,296,910 2029 1,224,533 33,624 15,036 1,273,193 Thereafter 4,818,413 7,044 73,552 4,899,009 Total $ 10,733,171 $ 205,590 $ 146,058 $ 11,084,819 (1) Includes a $3.6 million tenant improvement allowance that is being amortized over the life of a tenant lease and excludes deferred income on the Bally's Chicago Land Lease as the facility is under development and as such is not ready for its intended use. The table above presents the cash rent the Company expects to receive from its tenants, offset by adjustments to recognize this rent on a straight-line basis over the lease term. The Company also includes the future non-cash revenue it expects to recognize from the fixed portion of tenant paid ground leases in the table above. See Note 3 for the future contractual cash receipts to be received by the Company under its Investment in leases. The Company may periodically loan funds to casino owner-operators for the purchase of real estate. Interest income related to real estate loans is recorded as revenue from real estate within the Company's consolidated statements of income in the period earned. See Note 5 for further details. 11. Earnings Per Share The Company calculates earnings per share ("EPS") in accordance with ASC 260 - Earnings per Share ("ASC 260" ) . Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities. The Company's participating securities are related to certain employee equity awards that receive non-forfeitable dividends. Specifically, time based restricted stock awards receive non-forfeitable dividends equivalent to what common shareholders receive during these awards vesting periods. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method. Diluted EPS reflects the additional dilution for all potentially-dilutive securities. The effect of the conversion of the LTIP Units and OP Units to common shares is excluded from the computation of basic and diluted earnings per share because the exchange of LTIP Units and OP Units into common stock is on a one-for-one basis and all net income attributable to the non-controlling interest holders are recorded as income attributable to non-controlling interests and thus is excluded from net income available to common shareholders. In accordance with ASC 260, the Company includes all 24 performance-based restricted shares that would have vested based upon the Company’s performance at quarter-end in the calculation of diluted EPS. The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three months ended March 31, 2025 and 2024: Three Months Ended March 31, 2025 2024 (in thousands) Determination of shares: Weighted-average common shares outstanding 274,827 271,490 Assumed conversion of restricted stock awards 86 117 Assumed conversion of performance-based restricted stock awards 327 419 Dilution attributable to equity forward contract 163 — Diluted weighted-average common shares outstanding 275,403 272,026 The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three months ended March 31, 2025 and 2024: Three Months Ended March 31, 2025 2024 (in thousands, except per share data) Calculation of basic EPS: Net income attributable to common shareholders $ 165,184 $ 174,464 Less: Net income allocated to participating securities ( 148 ) ( 75 ) Net income for earnings per share purposes $ 165,036 $ 174,389 Weighted-average common shares outstanding 274,827 271,490 Basic EPS $ 0.60 $ 0.64 Calculation of diluted EPS: Net income attributable to common shareholders $ 165,184 $ 174,464 Diluted weighted-average common shares outstanding 275,403 272,026 Diluted EPS $ 0.60 $ 0.64 Antidilutive securities excluded from the computation of diluted earnings per share 8 198 25 12. Equity Common stock issuance On December 21, 2022, the Company commenced a continuous equity offering under which the Company may sell up to an aggregate of $ 1.0 billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2022 ATM Program"). Actual sales will depend on a variety of factors, including market conditions, the trading price of the Company's common stock and determinations of the appropriate sources of funding. The Company may sell the shares in amounts and at times to be determined by the Company, but has no obligation to sell any of the shares in the 2022 ATM Program. The 2022 ATM Program also allows the Company to enter into forward sale agreements. In no event will the aggregate number of shares sold under the 2022 ATM Program (whether under any forward sale agreement or through a sales agent), have an aggregate sales price in excess of $ 1.0 billion. The Company expects, that if it enters into a forward sale contract, to physically settle each forward sale agreement with the forward purchaser on one or more dates specified by the Company prior to the maturity date of that particular forward sale agreement, in which case the aggregate net cash proceeds at settlement will equal the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case cash proceeds may or may not be received or cash may be owed to the forward purchaser. In connection with the 2022 ATM Program, the Company engaged a sales agent who may receive compensation of up to 2 % of the gross sales price of the shares sold. Similarly, in the event the Company enters into a forward sale agreement, it will pay the relevant forward seller a commission of up to 2 % of the sales price of all borrowed shares of common stock sold during the applicable selling period of the forward sale agreement. During the three months ended March 31, 2024, the Company sold 0.2 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $ 9.0 million. The Company has entered into a forward sale agreement to sell 8,170,387 shares for a net sales price of $409.3 million subject to certain contractual adjustments. Settlement of this forward sale agreement is expected to occur in June 2025. No amounts have been recorded on the Company's balance sheet with respect to these forward sale agreements. Reflecting the impact of these forward sale agreements, the Company had $ 34.2 million remaining for issuance under the 2022 ATM Program at March 31, 2025. The forward sale agreements require the Company to, at its election prior to one year from the commencement of each forward sale agreement, physically settle the transactions by issuing shares of its common stock to the forward counterparty in exchange for net proceeds at the then applicable forward sale price specified by the forward sale agreements. The forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor and will decrease by other specified fixed amounts. Until settlement of the forward sale agreements (which contractually matures in the third quarter of 2025 but may be settled prior to this time period at the Company's election), earnings per share dilution resulting from the forward sale agreements will be determined under the treasury stock method. Share dilution occurs when the average market price of the Company's common stock is higher than the average forward sales price (which is reduced by the maximum specified fixed amounts in the contracts). Non-controlling interests As partial consideration for the closing of various real property assets over the past few years, the Company's operating partnership has issued OP Units. The OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. As partial consideration for the closing of the real property assets under the Tioga Downs Lease that occurred on February 6, 2024, the Company’s operating partnership issued 434,304 newly-issued OP units to an affiliate of Tioga Downs which were valued at $ 19.6 million. As of March 31, 2025, the Company holds a 97.0 % controlling financial interest in the operating partnership. The operating partnership is a VIE in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a non-controlling interest in the Condensed Consolidated Balance Sheets. The Company paid $ 6.3 million and $ 6.1 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three month periods ended March 31, 2025 and March 31, 2024, respectively. 26 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. Dividends The following table lists the dividends declared and paid by the Company during the three months ended March 31, 2025 and 2024: Declaration Date Shareholder Record Date Securities Class Dividend Per Share Period Covered Distribution Date Dividend Amount (in thousands) 2025 February 13, 2025 March 14, 2025 Common Stock $ 0.76 First Quarter 2025 March 28, 2025 $ 208,873 2024 February 26, 2024 March 15, 2024 Common Stock $ 0.76 First Quarter 2024 March 29, 2024 $ 206,340 In addition, for the three months ended March 31, 2025 and March 31, 2024, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.2 million, respectively. 13. Stock-Based Compensation The Company accounts for stock compensation under ASC 718 - Compensation - Stock Compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. The fair value of the Company's time-based restricted stock and time-based LTIP awards are equivalent to the closing stock price on the day prior to grant. The Company utilizes a third party valuation firm to measure the fair value of performance-based restricted stock awards and performance-based LTIP awards at the grant date using a Monte Carlo simulation model. As of March 31, 2025, there was $ 7.0 million of total unrecognized compensation cost for time based restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.53 years. For the three months ended March 31, 2025, the Company recognized $ 2.2 million of compensation expense associated with these awards, compared to $ 4.2 million for the three months ended March 31, 2024, within general and administrative expenses on the condensed consolidated statements of income. The following table contains information on time based restricted stock award activity for the three months ended March 31, 2025: Number of Award Shares Outstanding at December 31, 2024 284,843 Granted 191,307 Released ( 229,662 ) Outstanding at March 31, 2025 246,488 Performance-based restricted stock awards have a three-year cliff vesting with the amount of restricted shares vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies. As of March 31, 2025, there was $ 18.2 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.81 years. For the three months ended March 31, 2025, 27 the Company recognized $ 3.1 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income compared to $ 3.9 million for the corresponding periods in the prior year. The following table contains information on performance-based restricted stock award activity for the three months ended March 31, 2025: Number of Performance-Based Award Shares Outstanding at December 31, 2024 1,537,000 Granted 205,000 Released ( 488,500 ) Canceled ( 11,500 ) Outstanding at March 31, 2025 1,242,000 As of March 31, 2025, there was $ 1.3 million of total unrecognized compensation cost for time based LTIP awards that will be recognized over the grants' remaining weighted average vesting period of 2.76 years. For the three months ended March 31, 2025, the Company recognized $ 2.8 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income and noncontrolling interests on the Company's condensed consolidated balance sheet. The following table contains information on time based LTIP award activity for the three months ended March 31, 2025: Number of Time-Based LTIP Awards Outstanding at December 31, 2024 — Granted 85,000 Released — Canceled — Outstanding at March 31, 2025 85,000 Performance-based LTIP awards were issued in the three month period ended March 31, 2025 and have a three-year cliff vesting with the amount of LTIP awards vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies. As of March 31, 2025, there was $ 8.6 million of total unrecognized compensation cost, which will be recognized over the performance-based LTIP awards' remaining weighted average vesting period of 2.76 years. For the three months ended March 31, 2025, the Company recognized $ 0.8 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income and noncontrolling interests on the Company's condensed consolidated balance sheet. 28 The following table contains information on performance-based LTIP award activity for the three months ended March 31, 2025: Number of Performance-Based LTIP Awards Outstanding at December 31, 2024 — Granted 340,000 Released — Canceled — Outstanding at March 31, 2025 340,000 14. Supplemental Disclosures of Cash Flow Information and Noncash Activities Supplemental disclosures of cash flow information are as follows: Three Months Ended March 31, 2025 2024 (in thousands) Cash paid for interest $ 125,872 $ 79,034 The increase in cash paid for interest 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. Noncash Investing and Financing Activities On February 6, 2024, as partial consideration for the closing of the real property assets under the Tioga Downs Lease, the Company’s operating partnership issued 434,304 newly-issued OP units to an affiliate of Tioga Downs which were valued at $ 19.6 million for accounting purposes at closing and assumed debt of $ 63.5 million that was repaid after closing with the offsetting increase to Investment in leases, financing receivables, net. 15. Acquisitions The Company accounts for its acquisitions of real estate assets as asset acquisitions under ASC 805 - Business Combinations . Under asset acquisition accounting, incremental transaction costs incurred to acquire the purchased assets are also included as part of the asset cost. No acquisitions closed during the three month period ended March 31, 2025. Prior year acquisitions On February 6, 2024, the Company acquired the real estate assets of Tioga Downs, in Nichols, NY from American Racing for $ 175.0 million which comprised of cash, assumed debt that was repaid after closing, and OP Units. Simultaneously with the acquisition, GLPI entered into the Tioga Downs Lease. The transaction was accounted for as a failed sale leaseback and as such the purchase price, along with incremental transaction costs, was allocated to Investment in leases, financing receivables in the amount of $176.4 million. 29